NOODLES & Co — Director's Dealing 2023

Mar 15, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2023-03-14

Reporting Person: Boennighausen David James (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-14	Class A Common Stock	A	94302	—	Acquired	257979	Direct
2023-03-14	Class A Common Stock	F	16097	$5.09	Disposed	241882	Direct
2023-03-14	Class A Common Stock	A	87477	—	Acquired	329359	Direct
2023-03-14	Class A Common Stock	F	25150	$5.09	Disposed	304209	Direct

Footnotes

F1: Award of Restricted Stock Units ("RSU's").Each RSU represents a right to receive one share of Noodles & Company Class A common stock. The RSU's vest in four equal installments beginning on March 14th, 2024.

F2: Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings due upon vesting of Restricted Stock Units from grants in March of 2020, 2021 and 2022. The shares surrendered were valued based on the closing price of the common stock of the Issuer on the date of surrender.

F3: On March 14th, 2020, the Reporting Person was granted Performance Stock Units ("PSUs"), the vesting of which is subject to the achievement of certain performance criteria. The number of shares reported represents the number of PSUs that were earned as a result of the achievement of such performance criteria.

F4: Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings due upon vesting of PSUs. The shares were valued based on the closing price of the common stock of the Issuer on the date of surrender.