ndls-20260630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________________________________________

FORM 10-Q

_____________________________________________________________

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35987

___________________________________________________________

NOODLES & COMPANY

(Exact name of registrant as specified in its charter)

_____________________________________________________________


Delaware						84-1303469
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


520 Zang Street, Suite D
Broomfield, CO						80021
(Address of principal executive offices)						(Zip Code)

(720) 214-1900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	NDLS	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding at July 21, 2026
Class A Common Stock, $0.01 par value per share						5,966,660 shares

Table of Contents

TABLE OF CONTENTS


			Page
PART I
	Item 1.	Financial Statements (unaudited)	2
		Condensed Consolidated Balance Sheets	2
		Condensed Consolidated Statements of Operations	3
		Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	4
		Condensed Consolidated Statements of Cash Flows	5
		Notes to Condensed Consolidated Financial Statements	6
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
	Item 4.	Controls and Procedures	28
PART II
	Item 1.	Legal Proceedings	30
	Item 1A.	Risk Factors	30
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
	Item 3.	Defaults Upon Senior Securities	30
	Item 4.	Mine Safety Disclosures	30
	Item 5.	Other Information	30
	Item 6.	Exhibits	31
SIGNATURES			32

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PART I

Item 1. Financial Statements

Noodles & Company

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)


	June 30, 2026		December 30, 2025
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,299	$	1,265
Accounts receivable	4,789		4,064
Inventories	9,306		10,218
Prepaid expenses and other assets	2,803		3,034
Income tax receivable	327		312
Total current assets	18,524		18,893
Property and equipment, net	94,401		107,359
Operating lease assets, net	114,220		126,319
Goodwill	7,154		7,154
Intangibles, net	396		420
Other assets, net	1,079		1,526
Total long-term assets	217,250		242,778
Total assets	$	235,774	$	261,671
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	16,592	$	16,545
Accrued payroll and benefits	9,846		7,235
Accrued expenses and other current liabilities	10,457		11,808
Current operating lease liabilities	26,077		26,257

Total current liabilities	62,972		61,845
Long-term debt, net	104,406		108,776
Long-term operating lease liabilities, net	112,050		126,924
Deferred tax liabilities, net	343		316
Other long-term liabilities	7,019		9,115
Total liabilities	286,790		306,976

Stockholders’ deficit:
Preferred stock—$0.01 par value, 1,000,000 shares authorized and undesignated as of June 30, 2026 and December 30, 2025; no shares issued or outstanding	—		—
Common stock—$0.01 par value, 180,000,000 shares authorized as of June 30, 2026 and December 30, 2025; 6,269,645 issued and 5,966,661 outstanding as of June 30, 2026 and 6,155,333 issued and 5,852,349 outstanding as of December 30, 2025 (1)	63		62
Treasury stock, at cost, 302,984 shares as of June 30, 2026 and December 30, 2025 (1)	(35,000)		(35,000)
Additional paid-in capital	218,314		216,658
Accumulated deficit	(234,393)		(227,025)
Total stockholders’ deficit	(51,016)		(45,305)
Total liabilities and stockholders’ deficit	$	235,774	$	261,671

_________________

(1) Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1-for-8 reverse stock split effectuated on February 18, 2026.

See accompanying notes to condensed consolidated financial statements.

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Noodles & Company

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data, unaudited)


	Fiscal Quarter Ended				Two Fiscal Quarters Ended
	June 30, 2026		July 1, 2025		June 30, 2026		July 1, 2025
Revenue:
Restaurant revenue	$	124,801	$	123,781	$	246,241	$	245,107
Franchising royalties and fees, and other	2,236		2,652		4,582		5,120
Total revenue	127,037		126,433		250,823		250,227
Costs and expenses:
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
Cost of sales	31,019		32,860		61,912		65,153
Labor	36,737		39,279		73,147		78,675
Occupancy	10,165		11,393		20,519		22,887
Other restaurant operating costs	25,372		24,414		51,084		50,070
General and administrative	13,857		12,404		26,371		25,214
Depreciation and amortization	5,900		7,139		11,881		14,229
Pre-opening	—		69		—		220
Restaurant impairments, closure costs and asset disposals	5,527		13,653		8,261		14,944
Total costs and expenses	128,577		141,211		253,175		271,392
Loss from operations	(1,540)		(14,778)		(2,352)		(21,165)

Interest expense, net	2,391		2,753		4,989		5,400
Loss before income taxes	(3,931)		(17,531)		(7,341)		(26,565)
Provision for income taxes	20		21		27		44
Net loss	$	(3,951)	$	(17,552)	$	(7,368)	$	(26,609)
Loss per Class A and Class B common stock, combined
Basic and diluted (1)	$	(0.67)	$	(3.04)	$	(1.25)	$	(4.63)

Weighted average shares of Class A and Class B common stock outstanding, combined
Basic and diluted (1)	5,927,281		5,770,249		5,894,326		5,746,584

__________________

(1) Shares and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a 1-for-8 reverse stock split effectuated on February 18, 2026.

See accompanying notes to condensed consolidated financial statements.

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Noodles & Company

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share data, unaudited)


	Fiscal Quarter Ended
	Common Stock(1)			Treasury			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares (2)	Amount		Shares (2)	Amount
Balance—March 31, 2026	6,195,034	$	62	302,984	$	(35,000)	$	217,337	$	(230,442)	$	(48,043)
Stock plan transactions and other	74,611	1		—	—		(133)		—		(132)

Stock-based compensation expense	—	—		—	—		1,110		—		1,110
Net loss	—	—		—	—		—		(3,951)		(3,951)
Balance—June 30, 2026	6,269,645	$	63	302,984	$	(35,000)	$	218,314	$	(234,393)	$	(51,016)

Balance—April 1, 2025	6,045,939	$	60	302,984	$	(35,000)	$	214,549	$	(193,514)	$	(13,905)
Stock plan transactions and other	60,546	1		—	—		(40)		—		(39)
Stock-based compensation expense	—	—		—	—		721		—		721
Net loss	—	—		—	—		—		(17,552)		(17,552)
Balance—July 1, 2025	6,106,485	$	61	302,984	$	(35,000)	$	215,230	$	(211,066)	$	(30,775)

	Two Fiscal Quarters Ended
	Common Stock(1)			Treasury			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares (2)	Amount		Shares (2)	Amount
Balance—December 30, 2025	6,155,333	$	62	302,984	$	(35,000)	$	216,658	$	(227,025)	$	(45,305)
Stock plan transactions and other	114,312	1		—	—		(214)		—		(213)

Stock-based compensation expense	—	—		—	—		1,870		—		1,870
Net loss	—	—		—	—		—		(7,368)		(7,368)
Balance—June 30, 2026	6,269,645	$	63	302,984	$	(35,000)	$	218,314	$	(234,393)	$	(51,016)

Balance—December 31, 2024	6,020,235	$	60	302,984	$	(35,000)	$	213,818	$	(184,457)	$	(5,579)
Stock plan transactions and other	86,250	1		—	—		(91)		—		(90)

Stock-based compensation expense	—	—		—	—		1,503		—		1,503
Net loss	—	—		—	—		—		(26,609)		(26,609)
Balance—July 1, 2025	6,106,485	$	61	302,984	$	(35,000)	$	215,230	$	(211,066)	$	(30,775)

_____________

(1)Unless otherwise noted, activity relates to Class A common stock.

(2)Shares have been retroactively adjusted to reflect the decreased number of shares resulting from a 1-for-8 reverse stock split effectuated on February 18, 2026.

See accompanying notes to condensed consolidated financial statements.

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Noodles & Company

Condensed Consolidated Statements of Cash Flows

(in thousands, unaudited)


	Two Fiscal Quarters Ended
	June 30, 2026		July 1, 2025
Operating activities
Net loss	$	(7,368)	$	(26,609)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	11,881		14,229
Deferred income taxes, net	27		44
Restaurant impairments, closure costs and asset disposals	5,657		13,107

Amortization of debt issuance costs	439		439
Stock-based compensation	1,870		1,503

Changes in operating assets and liabilities:
Accounts receivable	(725)		124
Inventories	224		(462)
Prepaid expenses and other assets	711		(10)
Accounts payable	(171)		5,344
Income taxes	(15)		(6)
Operating lease assets and liabilities	(2,153)		(1,907)
Accrued expenses and other liabilities	(1,056)		(2,615)
Net cash provided by operating activities	9,321		3,181
Investing activities
Purchases of property and equipment	(3,586)		(6,318)


Net cash used in investing activities	(3,586)		(6,318)
Financing activities
Net borrowings (payments) from swing line loan	1,491		(5,590)
Proceeds from borrowings on long-term debt	—		10,850
Payments on long-term debt	(6,300)		—
Payments on finance leases	(679)		(918)


Stock plan transactions and tax withholding on share-based compensation awards	(213)		(90)
Net cash (used in) provided by financing activities	(5,701)		4,252
Net increase in cash and cash equivalents	34		1,115
Cash and cash equivalents
Beginning of period	1,265		1,149
End of period	$	1,299	$	2,264

See accompanying notes to condensed consolidated financial statements.

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NOODLES & COMPANY

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Business Summary and Basis of Presentation

Business

Noodles & Company (the “Company”), a Delaware corporation, develops and operates fast-casual restaurants that serve globally-inspired noodle and pasta dishes, soups, salads and appetizers. As of June 30, 2026, the Company had 396 restaurants system-wide in 30 states, comprised of 318 company-owned restaurants and 78 franchise restaurants. The Company operates its business as one operating and reportable segment.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Noodles & Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. In the opinion of the Company, all adjustments considered necessary for the fair presentation of the Company’s results of operations, financial position and cash flows for the periods presented have been included and are of a normal, recurring nature. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The results of operations for any interim period are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements on Form 10-K have been condensed or omitted. The condensed consolidated balance sheet as of December 30, 2025 was derived from audited financial statements. These financial statements should be read in conjunction with the audited financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2025.

Fiscal Year

The Company operates on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31. The Company’s fiscal quarters each contain 13 operating weeks, with the exception of the fourth quarter of a 53-week fiscal year, which contains 14 operating weeks. Fiscal year 2026, which ends on December 29, 2026, and fiscal year 2025, which ended on December 30, 2025, each contain 52 weeks. The Company’s fiscal quarter that ended June 30, 2026 is referred to as the second quarter of 2026, and the fiscal quarter ended July 1, 2025 is referred to as the second quarter of 2025.

Reverse Stock Split

On February 4, 2026, the Company's Board of Directors approved a reverse stock split of the Company's issued and outstanding

Class A common stock, par value $0.01 per share. The reverse stock split was effectuated on February 18, 2026 at a 1-for-8 ratio (the “Reverse Stock Split”). All issued and outstanding common stock and per share amounts contained in this 10-Q related to prior periods have been adjusted retroactively to reflect the change in capital structure as a result of the reverse stock split.

Recently Adopted Accounting Pronouncement

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The Company adopted ASU No. 2023-09 prospectively during the year ended December 30, 2025.

Recently Issued Accounting Pronouncement

In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses (Subtopic 220-40)." The ASU requires public entities to disaggregate, in a tabular presentation, certain income statement expenses into different categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and may be applied retrospectively. The Company is currently evaluating the impact of adopting the new ASU on its consolidated financial statements and related disclosures.

2. Supplemental Financial Information

Accounts receivable consist of the following (in thousands):


	June 30, 2026		December 30, 2025
Delivery program receivables	$	2,097	$	1,412
Vendor rebate receivables	739		704
Franchise receivables	721		780
Other receivables	1,232		1,168
Accounts receivable	$	4,789	$	4,064

Prepaid expenses and other assets consist of the following (in thousands):


	June 30, 2026		December 30, 2025
Prepaid insurance	$	1,088	$	510
Prepaid occupancy related costs	749		814

Prepaid expenses	946		1,689
Other current assets	20		21
Prepaid expenses and other assets	$	2,803	$	3,034

Property and equipment, net, consists of the following (in thousands):


	June 30, 2026		December 30, 2025
Leasehold improvements	$	203,903	$	214,545
Furniture, fixtures and equipment	168,361		176,948
Construction in progress	1,925		2,095
	374,189		393,588
Accumulated depreciation and amortization	(279,788)		(286,229)
Property and equipment, net	$	94,401	$	107,359

Accrued payroll and benefits consist of the following (in thousands):


	June 30, 2026		December 30, 2025
Accrued payroll and related liabilities	$	4,832	$	4,400
Accrued bonus	3,241		1,088
Insurance liabilities	1,773		1,747
Accrued payroll and benefits	$	9,846	$	7,235

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Accrued expenses and other current liabilities consist of the following (in thousands):


	June 30, 2026		December 30, 2025
Gift card liability	$	2,030	$