Andrew H. Madsen - Mar 6, 2024 Form 4 Insider Report for NOODLES & Co (NDLS)

Role: Chief Executive Officer, Director
Signature: /s/ Melissa Heidman, attorney in fact
Stock symbol: NDLS
Transactions as of: Mar 6, 2024
Transactions value $: -$62,901
Form type: 4
Date filed: 3/7/2024, 06:12 PM
Previous filing: Nov 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NDLS	Class A Common Stock	Award	$0	+199K	+117.58%	$0.00	369K	Mar 6, 2024	Direct	F1
transaction	NDLS	Class A Common Stock	Tax liability	-$62.9K	-25.1K	-6.8%	$2.51	344K	Mar 6, 2024	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NDLS	Stock Option (Right to Buy)	Award	$0	+250K		$0.00	250K	Mar 6, 2024	Class A Common Stock	250K	$2.51	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.