Form 4: Mill Road Capital Reports Ownership Changes in Noodles & Co.

Mill Road Capital III, L.P. and related entities have reported changes in their beneficial ownership of Noodles & Company (NDLS) Class A Common Stock, with transactions occurring on May 15, 2026.

Summary

• Mill Road Capital III, L.P. and associated entities, including Mill Road Capital II, L.P., Mill Road Capital III GP LLC, Mill Road Capital II GP LLC, and Thomas E. Lynch, have filed a Form 4 detailing changes in their beneficial ownership of Noodles & Company (NDLS) Class A Common Stock.
• The filing indicates a transaction on May 15, 2026, where 7,103 shares of Class A Common Stock were acquired at a price of $0.
• Following this transaction, Mill Road Capital III, L.P. directly holds 283,267 shares and indirectly holds 21,476 shares. Mill Road Capital II, L.P. directly holds 587,393 shares.
• Thomas E. Lynch is identified as a director and a 10% owner, with management committee roles in the general partners of the funds.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily reports on ownership changes and a no-cost share acquisition without providing new financial performance data or strategic direction.

Positives

• Acquisition of 7,103 shares of Class A Common Stock at no cost, potentially indicating a grant or award.
• Continued significant beneficial ownership by Mill Road Capital entities, suggesting ongoing strategic interest.

Negatives

• The filing does not provide details on the strategic rationale behind the share acquisition or any disposal of shares.

Risks

• The nature of the 'no cost' acquisition of 7,103 shares is not fully elaborated, which could imply restricted stock units or other forms of compensation that may have vesting conditions or tax implications.
• Indirect beneficial ownership details are complex and rely on contractual obligations, introducing a layer of uncertainty regarding ultimate control and economic interest.

Future Outlook

No specific forward-looking statements or guidance are provided in this Form 4 filing, which primarily reports on past transactions and current ownership status.

Management Comments

• Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.
• Thomas E. Lynch, Management Committee Director of sole general partner on behalf of Mill Road Capital III, L.P.
• Thomas E. Lynch, Management Committee Director on behalf of Mill Road Capital III GP LLC
• Thomas E. Lynch, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P.
• Thomas E. Lynch, Management Committee Director on behalf of Mill Road Capital II GP LLC
• Thomas E. Lynch

Industry Context

StockSavvy.ai notes that Form 4 filings are standard disclosures for significant shareholders and insiders, providing transparency on ownership changes. The reporting by Mill Road Capital, a known investment firm, indicates continued engagement with Noodles & Company.

Related Party Transactions

• The filing details transactions involving entities managed by Mill Road Capital and its general partners, including Thomas E. Lynch, who holds management committee director roles. These are related parties by definition of the fund structure and management roles.

Stakeholder Impact

• Shareholders: The acquisition of shares at no cost by a significant stakeholder may be viewed positively, suggesting continued commitment, but the lack of financial context limits immediate impact assessment.
• Management/Employees: If the shares are part of compensation, it could impact employee incentives and retention.
• Creditors: No direct impact is indicated by this filing.

Next Steps

• Continued monitoring of Mill Road Capital's ownership and any future transactions related to Noodles & Company shares.

Key Dates

Keywords

Form 4, Beneficial Ownership, Noodles & Company, NDLS, Mill Road Capital, Class A Common Stock, Insider Trading, SEC Filing, Ownership Change