SCHEDULE: Diveroli Investment Group Discloses 1.3% Stake in Noodles & Co
Beneficial Ownership Disclosure
Diveroli Investment Group LLC and Kingbird Ventures LLC have disclosed a 1.3% beneficial ownership stake in Noodles & Co Class A Common Stock.
Summary
- Diveroli Investment Group LLC and Kingbird Ventures LLC (the "Reporting Persons") have acquired beneficial ownership of 600,000 shares of Noodles & Co Class A Common Stock.
- This stake represents 1.3% of the outstanding Class A Common Stock, calculated based on 46,774,702 shares outstanding as of October 31, 2025.
- The acquisition of these shares was funded using investment funds in the Reporting Persons' possession.
- The Reporting Persons may seek to influence corporate activities of Noodles & Co and intend to periodically review their investment.
- Future actions may include acquiring additional shares or disposing of current holdings, depending on market conditions and other factors.
Sentiment
Score: 5
Explanation: The filing is a neutral disclosure of beneficial ownership, indicating an investment without immediate stated activist intentions or significant positive/negative company news.
Risks
- The Reporting Persons may acquire additional securities of Noodles & Co, potentially increasing their influence over corporate activities.
- The Reporting Persons may dispose of some or all of their currently owned shares, which could impact the market price of the Class A Common Stock.
- While no specific plans are formulated, the Reporting Persons may seek to influence corporate activities, which could lead to changes in the Issuer's business, capitalization, or corporate structure.
Future Outlook
The Reporting Persons intend to continuously review their investment in Noodles & Co based on various factors including the Issuer's business, financial condition, results of operations, prospects, general economic and industry conditions, and the securities markets. They may acquire additional shares or dispose of their current holdings in the future, either in the open market or through privately negotiated transactions.
Industry Context
NA
Stakeholder Impact
- Shareholders: The acquisition of a 1.3% stake by an investment group could signal potential future engagement or influence over corporate strategy, which may impact shareholder value.
Next Steps
- The Reporting Persons will periodically review their investment in Noodles & Co.
- They may acquire additional shares or dispose of their current holdings in the open market or privately negotiated transactions.
Key Dates
| Date | Description |
|---|---|
| 2025-10-31 | Date as of which 46,774,702 shares of Class A Common Stock were outstanding, as reported in the Issuer's Form 10-Q. |
| 2025-11-06 | Date the Issuer's Form 10-Q was filed with the SEC, reporting outstanding shares. |
| 2025-12-03 | Date of the event which requires the filing of this statement and the filing date of the Schedule 13D. |
Keywords
Noodles & Co, Schedule 13D, beneficial ownership, Diveroli Investment Group, Kingbird Ventures, Class A Common Stock, investment, stake
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