8-K: Noodles & Company Approves 1-for-8 Reverse Stock Split

Noodles & Company's stockholders approved a reverse stock split, which the Board subsequently set at 1-for-8, to regain Nasdaq minimum bid price compliance.

Summary

• A special meeting of stockholders was held on February 4, 2026, where stockholders approved an amendment to the Company's Charter to effect a reverse stock split by a ratio in a range of 1-for-2 to 1-for-15.
• Of the votes cast, 34,571,605 were For, 1,027,834 Against, and 273,645 Abstentions, indicating over 96% approval of the Reverse Split Proposal.
• The Board of Directors subsequently approved a 1-for-8 reverse stock split ratio.
• The company intends to file a Certificate of Amendment to its Charter with the Secretary of State of Delaware on or about February 12, 2026.
• The Reverse Stock Split is scheduled to become effective at 12:01 a.m. Eastern Time on February 18, 2026, with trading on a split-adjusted basis expected to begin at market open on the same day.
• The primary goal of the Reverse Stock Split 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.
• Noodles & Company received a notification of non-compliance from Nasdaq on June 24, 2025, and failed to regain compliance by the December 22, 2025 deadline.
• A Nasdaq Hearing Panel granted the company an exception on January 27, 2026, providing additional time to regain compliance.
• The 1-for-8 reverse stock split will automatically combine and convert 8 current shares of Common Stock into one issued and outstanding share, with proportional adjustments to outstanding equity awards and stock incentive plans.
• No fractional shares will be issued; stockholders entitled to fractional shares will be rounded up to the next whole share.
• The par value of the Common Stock and the authorized number of shares will not change.
• The new CUSIP number for the Common Stock following the Reverse Stock Split will be 65540B303.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a necessary but negative development. While the company is taking steps to maintain its Nasdaq listing, the need for a reverse stock split indicates significant stock price underperformance and potential underlying business challenges.

Positives

• Stockholders overwhelmingly approved the reverse stock split proposal, with over 96% of votes cast in favor, demonstrating strong support for the Board's strategy to maintain Nasdaq listing.
• The Board has taken definitive action by approving a 1-for-8 reverse stock split ratio, providing clarity and a path forward to address the Nasdaq compliance issue.
• Nasdaq granted an exception on January 27, 2026, providing the company with additional time to complete the steps necessary to regain compliance and avoiding immediate delisting.

Negatives

• The company's stock price fell below Nasdaq's $1.00 minimum bid price requirement, necessitating the reverse stock split, which indicates sustained underperformance.
• Noodles & Company failed to regain compliance with Nasdaq's minimum bid price requirement by the initial deadline of December 22, 2025.
• The need for a reverse stock split is generally viewed negatively by the market as it often signals a lack of investor confidence or underlying operational challenges.

Risks

• Risks related to the company's ability to successfully implement the Reverse Stock Split.
• Risks concerning the company's ability to regain compliance with Nasdaq's continued listing requirements or otherwise maintain compliance with any other listing requirement of The Nasdaq Global Select Market.
• The potential impact of any delisting of the Common Stock from The Nasdaq Global Select Market.
• Other risks set forth in the company's filings with the Securities and Exchange Commission.

Future Outlook

The company plans to implement the Reverse Stock Split with the goal of regaining and maintaining compliance with Nasdaq's continued listing requirements, including within the exception provided by the Panel. However, forward-looking statements involve risks and uncertainties, and actual actions or events could differ materially from these plans, including risks related to the company's ability to implement the split and regain compliance.

Industry Context

StockSavvy.ai notes that reverse stock splits are a common mechanism for companies facing delisting from major exchanges due to minimum bid price requirements. While necessary to maintain listing, they do not fundamentally alter a company's market capitalization or underlying business value, and often reflect a period of sustained underperformance relative to market expectations or industry peers.

Corporate Governance

Stakeholder Impact

• Shareholders: Existing shareholders will own fewer shares, but each share will represent a proportionally larger ownership interest and higher per-share price. Fractional shares will be rounded up. The primary impact is the potential to maintain Nasdaq listing, which preserves liquidity and visibility for their investment.
• Employees: No direct impact on employees is mentioned, but maintaining Nasdaq listing can contribute to company stability and employee confidence.
• Customers: No direct impact on customers is mentioned.
• Suppliers: No direct impact on suppliers is mentioned.
• Creditors: No direct impact on creditors is mentioned.

Next Steps

• The company intends to file a Certificate of Amendment to its Charter with the Secretary of State of Delaware on or about February 12, 2026.
• The Reverse Stock Split is scheduled to become effective at 12:01 a.m. Eastern Time on February 18, 2026.
• The Common Stock is expected to begin trading on a split-adjusted basis when the market opens on February 18, 2026.
• The company is required to provide the Nasdaq Hearing Panel with prompt notification of any significant events that may impact its ability to satisfy the terms of the Exception.

Key Dates

Recommendation

While the reverse stock split addresses a critical listing compliance issue, it does not fundamentally change the company's underlying business or financial performance. The need for such an action often signals past underperformance. Investors should hold to observe if the company can leverage the maintained listing to improve operational results and stock valuation, but new investment might be premature given the underlying challenges indicated by the low stock price.

Keywords

Reverse Stock Split, Nasdaq Compliance, NDLS, Noodles & Company, Stockholders Meeting, Corporate Governance, Minimum Bid Price, Delisting Risk, Equity Awards, Stock Incentive Plans