8-K - Noodles & Company | StockGist

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Noodles & Company filed a Certificate of Amendment to effect a 1-for-8 reverse stock split of its Class A Common Stock, effective February 18, 2026, with the goal of regaining compliance with Nasdaq's minimum bid price requirement. The split will adjust all outstanding shares, equity awards, and registration statements proportionally.

Key Takeaways

1Reverse stock split approved at a 1-for-8 ratio for Class A Common Stock.

2Split effective date is February 18, 2026, at 12:01 a.m. Eastern Time.

3Implemented to regain compliance with Nasdaq's $1.00 minimum bid price requirement.

4New CUSIP number for the Common Stock will be 65540B 303.

5No fractional shares issued; holders receive rounding up to next whole share.

6Equity awards and future grant limits under equity plans will be proportionally adjusted.

Current Report Details

Event Type

Securities Modification

Other Event

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

3.03

. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Reverse Stock Split Noodles & Company (the “Company”) held a Special Meeti

Securities Modification

$1.0M

8.01

of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed ab

Other Event

9.01

. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of

Exhibits Only

Exhibits (2)

3.1

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

8-K