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NDLS · Revised Definitive Proxy Statement (DEFR14A) · Filed January 12, 2026

Noodles & Co — Revised Definitive Proxy Statement (DEFR14A)

Form
DEFR14A
Filed
January 12, 2026
Ticker
NDLS
Accession
0001275158-26-000006
Noodles & Co on Boardroom AlphaView on SEC EDGAR
About Noodles & Co
Market cap
$78M
1Y TSR
+93.8%
3Y TSR
−24.0%
Board grade
C
Sector
Consumer Cyclical
CEO
Joseph Christina
Last annual meeting: May 13, 2026 · View full Noodles & Co profile →
Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant  ý                             Filed by a party other than the Registrant  ¨

Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý
Definitive Proxy Statement
¨
Definitive Additional Materials
¨
Soliciting Material under §240.14a-12
Noodles & Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
ý
No fee required
¨
Fee paid previously with preliminary materials
¨
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11





EXPLANATORY NOTE

Noodles & Company (the “Company”) is hereby amending its definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 22, 2025 (the “Proxy Statement”) to disclose that the Company has engaged a proxy solicitor, Alliance Advisors, LLC, for the purpose of assisting the Company in obtaining proxies for the proposal set forth in the Proxy Statement relating to the February 4, 2026 Special Meeting of the Company’s stockholders. The Company expects that it will incur fees of approximately $13,700, plus expenses, for such services. In addition, the Proxy Statement is also hereby amended to correct the number of shares outstanding as of the Record Date from 46,783,626 to 46,817,945.

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Reference

Frequently asked questions

When did Noodles & Co file this DEFR14A?
Noodles & Co (NDLS) filed this Revised Definitive Proxy Statement (DEFR14A) with the SEC on January 12, 2026. The accession number assigned by EDGAR is 0001275158-26-000006.
What does a DEFR14A disclose?
DEFR14A is a revised definitive proxy statement, filed when a company materially amends its earlier DEF 14A after distribution. Supersedes the prior proxy.
Where can I find Noodles & Co's prior proxy contest filings on EDGAR?
The SEC EDGAR browser lists every DEFR14A Noodles & Co has filed under CIK 1275158, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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