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Midas Edge

NOODLES & Co

For the period ended Dec 30, 2025. Filed Mar 26, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 26, 2026

NDLS$13.90-1.6%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits, Financial Statement Schedules

  1. Our Consolidated Financial Statements and Notes thereto are included in Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.

  2. All financial schedules have been omitted either because they are not applicable or because the required information is provided in our Consolidated Financial Statements and Notes thereto, included in Item 8 of this Annual Report on Form 10-K.

  3. The Index to Exhibits is incorporated herein by reference and is filed as part of this Annual Report on Form 10-K.

EXHIBITS

Description of Exhibit Incorporated Herein by Reference
Exhibit Number · Exhibit Description · Form · File No. · Filing Date · Exhibit Number · Filed Herewith
3.1Amended and Restated Certificate of IncorporationS-1333-192402November 19, 20133.1
3.2Certificate of Amendment of Amended and Restated Certificate of Incorporation8-K001-35987February 13, 20263.1
3.3Second Amended and Restated Bylaws8-K001-35987August 24, 20153.1
4.1Specimen Stock CertificateS-1/A333-188783June 17, 20134.1
4.2Description of Securities10-K001-35987February 26, 20214.4
10.1Amended and Restated Credit Agreement dated July 27, 2022, by and among Noodles & Company, each of the Guarantors signatory thereto, U.S. Bank National Association, as Administrative Agent, L/C Issuer and Swing Line Issuer and the lenders signatory thereto8-K001-35987July 27, 202210.1
10.2First Amendment to Amended and Restated Credit Agreement, dated as of December 21, 2023, by and among Noodles & Company, each of the Guarantors signatory thereto, U.S. Bank National Association, as Administrative Agent, L/C Issuer and Swing Line Issuer and the lenders signatory thereto8-K001-35987December 26, 202310.1
10.3Second Amendment to Amended and Restated Credit Agreement, dated as of October 29, 2024, by and among Noodles & Company, each of the Guarantors signatory thereto, U.S. Bank National Association, as Administrative Agent, L/C Issuer and Swing Line Issuer and the lenders signatory thereto8-K001-35987October 30, 202410.1
10.4Security Agreement, dated May 9, 2018, by and between Noodles & Company and U.S. Bank National Association, as administrative agent10-Q001-35987May 11, 201810.2
10.5Pledge Agreement, dated May 9, 2018, by and between Noodles & Company and U.S. Bank National Association, as administrative agent10-Q001-35987May 11, 201810.3
10.6Form of Indemnification Agreement by and between Noodles & Company and each of its directorsS-1/A333-188783June 17, 201310.15
10.7Letter Agreement, dated February 15, 2017, between Noodles & Company and Mill Road Capital Management LLC8-K001-35987March 14, 201710.2
10.8Securities Purchase Agreement, dated March 13, 2017, between Noodles & Company and Mill Road Capital Management LLC8-K001-35987March 14, 201710.1
10.9Support Agreement dated June 6, 2024, between Noodles & Company and Hoak & Co, James M. Hoak, Jr., J. Hale Hoak, Hoak Public Equities, L.P., Zierk Family 2010 Irrevocable Trust and Hoak Fund Management, L.P. and Britain Peakes8-K001-35987June 11, 202410.1
10.10Form of Area Development Agreement10-K001-35987February 24, 201510.9
10.11Form of Franchise Agreement10-K001-35987February 24, 201510.10
10.12*Noodles & Company Amended and Restated 2010 Stock Incentive PlanS-1/A333-188783June 17, 201310.1
10.13*Form of Stock Option Agreement under Amended & Restated 2010 Stock Incentive Plan (Nonqualified Stock Options)10-Q001-35987November 9, 201710.7
10.14*Form of 2022 Performance Restricted Stock Unit Agreement under Amended & Restated 2010 Stock Incentive Plan10-Q001-35987April 28, 202210.1
10.15*Form of 2022 Restricted Stock Unit Agreement for General Manager Equity Partner Plan under Amended & Restated 2010 Stock Incentive Plan10-Q001-35987November 4, 202210.1
10.16*Noodles & Company 2013 Employee Stock Purchase PlanS-1/A333-188783June 17, 201310.2
10.17*The Executive Nonqualified “Excess” Plan Adoption Agreement, adopted by Noodles & Company on May 16, 2013S-1/A333-188783June 17, 201310.22
10.18*Noodles & Company 2023 Stock Incentive PlanS-8333-272120May 22, 202399.1
10.19*Form of 2023 Restricted Stock Unit Agreement under the 2023 Stock Incentive Plan10-Q001-35987May 11, 202310.1
10.20*Form of 2023 Performance Restricted Stock Unit Agreement under the 2023 Stock Incentive Plan10-Q001-35987May 11, 202310.2
10.21*Form of 2023 Restricted Stock Unit Agreement For General Manager Equity Partner Plan under the 2023 Stock Incentive Plan10-Q001-35987May 11, 202310.3
10.22*Restricted Stock Unit Agreement, dated November 9, 2023, between Noodles & Company and Drew Madsen8-K001-35987November 13, 202310.2
10.23*Form of 2024 Restricted Stock Unit Agreement For General Manager Equity Partner Plan under the 2023 Stock Incentive Plan10-Q001-35987May 09, 202410.1
10.24*Stock Option Agreement (Nonqualified Stock Options), dated March 6, 2024, between Noodles & Company and Drew Madsen8-K001-35987March 07, 202410.2
10.25*Restricted Stock Unit Agreement, dated March 6, 2024, between Noodles & Company and Drew Madsen8-K001-35987March 07, 202410.3
10.26*Performance Stock Unit Agreement, dated March 6, 2024, between Noodles & Company and Drew Madsen8-K001-35987March 07, 202410.4
10.27*Form of 2024 Restricted Stock Unit Agreement under the 2023 Stock Incentive Plan10-Q001-35987August 08, 202410.1
10.28*Form of 2024 Performance Restricted Stock Unit Agreement under the 2023 Stock Incentive Plan10-Q001-35987August 08, 202410.2
10.29*Form of 2025 Restricted Stock Unit Agreement under the 2023 Stock Incentive Plan10-Q001-35987August 14, 202510.1
10.30*Form of 2025 Performance Restricted Stock Unit Agreement under the 2023 Stock Incentive Plan10-Q001-35987August 14, 202510.2
10.31*Compensation Plan for Non-employee Directors, Amended and Restated May 15, 202310-Q001-35987August 10, 202310.1
10.32*Form of Restricted Stock Unit Agreement for Non-Employee Directors (beginning 2025)10-Q001-35987August 14, 202510.3
10.33*Employment Agreement, dated August 2, 2021, between Noodles & Company and Kathy Lockhart10-Q001-35987August 4, 202110.1
10.34*Employment Agreement, dated July 30, 2021, between Noodles & Company and Corey Kline10-Q001-35987August 4, 202110.3
10.35*Mike Hynes Offer Letter8-K001-35987June 26, 202310.2
10.36*Mike Hynes Employment Agreement8-K001-35987June 26, 202310.1
10.37*Drew Madsen Offer Letter8-K001-35987November 13, 202310.1
10.38*Madsen Employment Agreement8-K001-35987March 07, 202410.1
10.39*Transition Agreement, between Noodles & Company and Drew Madsen dated August 5, 202510-Q001-35987August 14, 202510.4
10.40*Employment Agreement, dated June 10, 2024, between Noodles & Company and Scott Davis10-Q001-35987August 08, 202410.4
10.41*Transition Services and Separation Agreement between Noodles & Company and Brad West dated September 10, 20248-K001-35987September 11, 202410.1
10.42*Separation Agreement between Noodles & Company and Melissa Heidman dated June 18, 20248-K001-35987June 25, 202410.1
10.43*Joseph Christina Offer Letter10-K001-35987March 07, 202510.49
10.44*Employment agreement dated February 12, 2025, between Noodles & Company and Joseph Christina8-K001-35987February 19, 202510.1
10.45*Amended and Restated Employment Agreement, between Noodles & Company and Joseph Christina dated August 5, 202510-Q001-35987August 14, 202510.5
16Letter from Ernst & Young LLP8-K001-35987September 12, 202516
19.1Insider Trading PolicyX
21.1List of Subsidiaries of Noodles & CompanyX
23.1Consent of Grant Thornton LLPX
23.2Consent of Ernst & Young LLPX
24.1 · Power of Attorney (included on signature page of this report) · X
31.1 · Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 · X
31.2 · Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 · X
32.1 · Certification of Chief Executive Officer and Chief Financial Officer Section 906 of the Sarbanes-Oxley Act of 2002 · X
97.1Noodles & Company Dodd-Frank Clawback Policy10-K001-35987March 08, 202497.1
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHInline XBRL Taxonomy Extension Schema DocumentX
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)X
  • Management contract or compensatory plan or arrangement.
ContentsView on SEC.gov

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