NOODLES & Co — Director's Dealing 2024

Mar 8, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOODLES & Co (NDLS)
CIK: 0001275158
Period of Report: 2024-03-06

Reporting Person: MADSEN ANDREW H (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-06	Class A Common Stock	A	199203	—	Acquired	368615	Direct
2024-03-06	Class A Common Stock	F	25060	$2.51	Disposed	343555	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-06	Stock Option (Right to Buy)	$2.51	A	250000	Acquired	2034-03-06	Class A Common Stock (250000)	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 ("common stock"). The RSU's vest in 1/3 increments on the first three anniversaries of the grant date.

F2: Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings due upon vesting of RSUs. The shares were valued based on the closing price of the common stock on the date of surrender.

F3: Options will vest and become exercisable on the third anniversary of the grant date, provided that the greater of (A) the closing price of the common stock on the trading day immediately preceding the vesting date, or (B) the daily volume weighted average price of the common stock during the 45 day period ending immediately prior to the vesting date equals or exceeds certain levels.