Business Context and Reporting Period
This Form 8-K Current Report from Noodles & Company (NDLS) covers events occurring on February 4, 2026. The filing details the results of a special meeting of stockholders and the subsequent Board of Directors' decision to implement a reverse stock split to address listing compliance issues with the Nasdaq Global Select Market.
Key Financial Metrics and Capital Structure
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The primary financial metric disclosed relates to capital structure:
- Shares Outstanding: 46,817,945 shares of Class A common stock as of the record date (December 19, 2025).
- Stock Split Ratio: The Board approved a 1-for-8 reverse stock split.
Material Changes and Corporate Actions
The most significant material change is the approval and implementation of a reverse stock split:
- Stockholder Vote: Stockholders approved a proposal to authorize a reverse split ratio between 1-for-2 and 1-for-15. The final vote was 34,571,605 For, 1,027,834 Against, and 273,645 Abstentions.
- Board Action: On February 4, 2026, the Board selected a 1-for-8 ratio.
- Implementation Timeline: The split is scheduled to take effect at 12:01 a.m. Eastern Time on February 18, 2026, following the filing of a Certificate of Amendment with the State of Delaware.
- Reason for Action: The split is intended to bring the company into compliance with the Nasdaq $1.00 minimum bid price requirement.
Outlook, Risks, and Contingencies
The filing outlines specific risks and regulatory contingencies regarding the company's listing status:
- Nasdaq Compliance History: The company received a non-compliance notice on June 24, 2025, regarding the minimum bid price. The initial compliance period ended December 22, 2025, without the company regaining compliance.
- Hearing Panel Exception: On January 27, 2026, a Nasdaq Hearing Panel granted an extension (Exception) to allow the company time to complete the reverse split steps.
- Delisting Risk: The filing explicitly warns that failure to implement the split or regain compliance could result in delisting from the Nasdaq Global Select Market.
- Forward-Looking Statements: The company disclaims guarantees regarding the successful implementation of the split or the ability to maintain listing requirements.
Investor Verification Checklist
- Verify the effective date and time of the 1-for-8 reverse stock split (February 18, 2026, 12:01 a.m. ET).
- Confirm the filing of the Certificate of Amendment with the Delaware Secretary of State on or about February 12, 2026.
- Monitor the company's stock price post-split to ensure it meets the $1.00 minimum bid price requirement.
- Review the attached press release (Exhibit 99.1) for details on fractional share handling and record date adjustments.
- Check for any further communications from the Nasdaq Hearing Panel regarding the status of the Exception.