NOODLES & Co 8-K

What Happened Noodles & Company (NDLS) filed an 8-K reporting that its board effected a 1‑for‑8 reverse stock split of its Class A common stock. Stockholders approved the reverse split range (1‑for‑2 to 1‑for‑15) at a Special Meeting on February 4, 2026, and the company filed a Certificate of Amendment with the Delaware Secretary of State on February 12, 2026. The reverse split becomes effective at 12:01 a.m. Eastern Time on February 18, 2026, and common shares will open for trading on Nasdaq on a split‑adjusted basis under the existing symbol “NDLS.”

Key Details

• Reverse split ratio: 1-for-8; approved at Special Meeting on Feb 4, 2026; Certificate filed Feb 12, 2026; effective Feb 18, 2026 at 12:01 a.m. ET.
• Trading/CUSIP: Shares will trade split‑adjusted on Nasdaq under symbol NDLS; new CUSIP = 65540B303.
• Fractional shares: No fractional shares will be issued; holders entitled to fractional shares will be rounded up to the next whole share (no cash paid). Equiniti Trust Company, LLC is exchange agent/transfer agent.
• Equity plans: Per‑share exercise prices, share counts, and plan limits will be proportionally adjusted to preserve economic value and decreased in total by the split factor.

Why It Matters This corporate action aims to raise the per‑share trading price by reducing the number of outstanding shares, which the company says is intended to bring NDLS into compliance with Nasdaq’s $1.00 minimum bid price requirement for continued listing. For investors, the reverse split does not change each holder’s proportional ownership (aside from rounding) but will change reported share counts, per‑share metrics and option/share‑based award terms on a post‑split basis. Check your broker account after Feb 18 for the adjusted share balance and consult your tax advisor if you have questions about fractional rounding or equity awards.