Business Context and Reporting Period
This Form 8-K Current Report is filed by Noodles & Company (NDLS) on February 12, 2026. The report details the formal implementation of a reverse stock split approved by stockholders at a Special Meeting held on February 4, 2026. The primary objective of this corporate action is to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining its listing on the Nasdaq Global Select Market.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and capital structure adjustments rather than operational financial performance.
Material Changes Versus Prior Period
- Reverse Stock Split Ratio: The Board of Directors selected a 1-for-8 reverse stock split ratio from an authorized range of 1-for-2 to 1-for-15.
- Effective Date: The split becomes effective at 12:01 a.m. Eastern Time on February 18, 2026.
- Share Structure: Each eight (8) pre-split shares will automatically combine into one (1) new share. The par value of the Common Stock remains unchanged at $0.01 per share.
- Trading Details: The stock will trade under the existing symbol "NDLS" with a new CUSIP number (65540B 303) starting February 18, 2026.
Guidance, Outlook, and Risks
Management Commentary: The Company states the split is intended to regain and maintain compliance with Nasdaq listing requirements. Equity awards, including options and restricted stock units, will be proportionally adjusted to maintain their economic value. The total number of shares available for future grants under equity plans will be proportionately decreased.
Fractional Shares: No fractional shares will be issued. Holders entitled to fractional shares will receive an additional fraction to round up to the next whole share. No cash will be paid in lieu of fractional shares.
Risks and Contingencies: The filing includes a cautionary note regarding forward-looking statements. Key risks include the Company's ability to successfully implement the split, the ability to regain and maintain compliance with Nasdaq's continued listing requirements, and the potential impact of delisting if compliance is not achieved.
Investor Verification Checklist
- Verify the new CUSIP number (65540B 303) with your broker to ensure proper account adjustment.
- Confirm the effective time of the split (February 18, 2026, at 12:01 a.m. ET) for trading purposes.
- Review the adjustment of any outstanding equity awards (options, RSUs) to ensure economic value is preserved.
- Monitor the stock price post-split to confirm it meets the $1.00 minimum bid price requirement for Nasdaq listing.
- Check for any broker-specific processes regarding the automatic adjustment of positions held in nominee accounts.