SCHEDULE: Galloway Capital Takes 6% Stake in Noodles & Co, Citing Undervaluation

Galloway Capital Partners, LLC and affiliates have disclosed a 6.01% stake in Noodles & Co, stating the company's shares are undervalued and management needs to protect equity value.

Summary

• Galloway Capital Partners, LLC, Galloway Capital, LP, and Bruce Galloway (collectively, 'Reporting Persons') have acquired 2,809,600 shares of Noodles & Co common stock.
• This represents approximately 6.01% of the outstanding shares of Common Stock as of October 31, 2025.
• The shares were acquired through open market purchases from December 2024 through November 2025 at an approximate average price of $0.715 per share.
• The Reporting Persons believe Noodles & Co's share price is undervalued and intend to engage the Board and management to address performance, operations, governance, capital allocation, and strategy.

Sentiment

Score: 4

Explanation: The filing indicates a negative sentiment regarding the current valuation and management's actions, as the investor believes the share price is undervalued and management needs to take steps to protect equity value. However, the activist's engagement could be seen as a potential catalyst for future improvement.

Positives

• A significant institutional investor, Galloway Capital, has taken a 6.01% stake, indicating confidence in the long-term value of Noodles & Co.
• The Reporting Persons explicitly state their belief that the company's share price is undervalued, suggesting potential upside.
• Galloway Capital intends to actively engage with the Board and management to improve performance, operations, governance, capital allocation, and strategy, which could unlock shareholder value.

Negatives

• The Reporting Persons believe the company's share price is currently undervalued.
• The Reporting Persons explicitly state that management needs to take steps to protect the equity value for shareholders, implying dissatisfaction with current management actions or strategy.

Risks

• The Reporting Persons' assessment that the company's share price is undervalued may not be shared by the broader market or management, potentially leading to continued underperformance.
• Management may not be receptive to the Reporting Persons' proposals or may fail to implement effective changes to protect equity value.
• The Reporting Persons may sell all or a portion of their shares, which could put downward pressure on the stock price.

Future Outlook

The Reporting Persons intend to continuously review their investment, potentially acquiring or selling additional shares. They plan to engage with Noodles & Co's Board and management to discuss the company's performance, operations, management, governance, capital allocation policies, and strategy, aiming to protect and enhance shareholder equity value.

Industry Context

NA

Stakeholder Impact

• Shareholders: Potential positive impact if Galloway Capital's engagement leads to improved performance and increased share value. Potential negative impact if their actions cause instability or if they liquidate their position.
• Management/Board: Will face increased scrutiny and pressure from a significant activist investor to address perceived undervaluation and strategic issues.

Next Steps

• Galloway Capital Partners will continue to review its investment in Noodles & Co.
• They may acquire additional securities or sell existing holdings in the open market or private transactions.
• They intend to engage with Noodles & Co's Board and management regarding the company's performance, operations, governance, capital allocation, and strategy.
• They may develop plans or proposals related to these areas, including potential changes to the Board.

Key Dates

Recommendation

The filing reveals a significant activist investor, Galloway Capital, has taken a substantial stake in Noodles & Co, explicitly stating their belief that the company is undervalued. Their stated intent to engage with management and the Board to address performance, governance, and capital allocation suggests a potential catalyst for unlocking shareholder value. This activist intervention could drive strategic changes aimed at improving the company's financial health and market perception, making it an attractive 'buy' for investors who believe in the activist's ability to effect positive change and capitalize on the perceived undervaluation.

Keywords

Noodles & Co, Galloway Capital Partners, Schedule 13D, Activist Investor, Shareholder Activism, Undervalued Stock, Corporate Governance, Restaurant Industry, NOOD