NOODLES & Co 8-K

What Happened
NOODLES & Company filed an 8-K on February 4, 2026 announcing that stockholders approved an amendment allowing a reverse stock split in a range of 1-for-2 to 1-for-15, and the Board has approved implementing a 1-for-8 reverse stock split. As disclosed, the Company had 46,817,945 shares of Class A common stock outstanding as of the December 19, 2025 record date. The Company plans to file a Certificate of Amendment around February 12, 2026 to make the split effective at 12:01 a.m. ET on February 18, 2026.

Key Details

• Special meeting vote on the reverse split: 34,571,605 votes For; 1,027,834 Against; 273,645 Abstentions.
• Reverse split chosen by the Board: 1-for-8; effective date targeted: Feb 18, 2026 at 12:01 a.m. ET.
• Purpose: to attempt to regain compliance with Nasdaq’s $1.00 minimum bid price requirement. Nasdaq first notified the Company of non-compliance on June 24, 2025; the initial compliance deadline was Dec 22, 2025. A Nasdaq Hearing Panel granted additional time on Jan 27, 2026 (the “Exception”), and the Company must notify the Panel of significant events.
• There are currently no Class B shares outstanding; holders are entitled to one vote per share.

Why It Matters
The reverse stock split is intended to increase the per-share trading price and help the Company meet Nasdaq’s continued listing requirement (the $1 minimum bid). For shareholders, a 1-for-8 split will reduce the number of shares they hold by a factor of eight (subject to any company policies on fractional shares) while proportionally increasing the per-share price—ownership percentage should remain the same. The filing also notes that failure to regain or maintain compliance could affect the Company’s Nasdaq listing, and the Panel’s Exception requires the Company to report significant events related to its compliance efforts.