Noodles's biggest risks in the FY2024 10-K
- Restaurant operations depend on managing food costs, labor availability, and long-term lease commitments.
The risks most specific to Noodles
- Risks Related to Our Business and Industry
We are subject to risks associated with long-term non-cancellable leases and the costs of exiting leases at restaurants we have closed or may close in the future may be greater than we estimate or could be greater than the funds we raise to address closure costs
Operating lease payments represent a significant expense across our restaurants, which generally carry ten-year initial terms.
- Risks Related to Our Business and Industry
Opening and operating new restaurants entails numerous risks and uncertainties
In 2024, we opened ten and closed thirteen company-owned restaurants, while franchisees opened three and closed seven.
- Risks Related to Our Supply Chain and Technology
We rely heavily on information technology, and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business
We rely heavily on point-of-sale processing and other information systems to manage our supply chain and cash collections.
- Risks Related to Our Common Stock and Debt Financing
We may fail to qualify for continued listing on the Nasdaq Global Select Market, which could make it more difficult for our stockholders to sell their shares and reduce our ability to raise additional capital
We must maintain a minimum closing bid price of $1.00 per share to satisfy Nasdaq continued listing requirements.
- Risks Related to Our Common Stock and Debt Financing
Future sales of our common stock, or the perception that such sales may occur, could depress our common stock price
Our certificate of incorporation authorizes up to 180 million shares of Class A and Class B common stock.
- Risks Related to Our Common Stock and Debt Financing
Our credit facility has variable interest rates and increases in or sustained high interest rates could continue to result in high borrowing costs
Our credit facility carries a variable interest rate of SOFR plus a margin ranging from 1.75% to 3.75%.
- Risks Related to Our Common Stock and Debt Financing
We may be unable to negotiate favorable borrowing terms, and any additional capital we may require could be senior to existing equity holders, dilute existing equity holders or include unfavorable restrictions
Our credit agreement matures in 2027, requiring us to successfully negotiate extensions or refinancing for future capital.
All 38 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01We may not achieve our operational, strategic or financial goals
- 02Changes in economic conditions, including higher inflationary pressures and continued elevated interest rates, may reduce customer demand and increase our costs
- 03Competition from other restaurant companies could adversely affect us
- 04Our marketing programs may not be successful
- 05Negative publicity relating to one or more of our restaurants, including our franchised restaurants, could reduce sales at some or all of our other restaurants
- 06Food safety and foodborne illness concerns could have an adverse effect on our business
- 07decrease customer demand
- 08Unexpected events have impacted and may in the future impact our business, financial condition and results of operations
- 09We are subject to risks associated with long-term non-cancellable leases and the costs of exiting leases at restaurants we have closed or may close in the future may be greater than we estimate or could be greater than the funds we raise to address closure costs
- 10Opening and operating new restaurants entails numerous risks and uncertainties
- 11Our long-term success is partially dependent on our ability to effectively identify appropriate target markets and secure appropriate sites for new restaurants
- 12New restaurants, once opened, may not be profitable
- 13Opening new restaurants in existing markets may negatively affect sales at our existing restaurants
Risks Related to Our Employees, Executives and Franchisees
- 14Our business could be adversely affected by difficulties in hiring and retaining top-performing employees
- 15A failure to recruit, develop and retain effective leaders or the loss or shortage of personnel with key capacities and skills could impact our strategic growth plans and jeopardize our ability to meet our business performance expectations and growth targets
- 16If we or our franchisees face labor shortages or increased labor costs, our operating results could be adversely affected
- 17We may not be successful in executing our franchise strategy
Risks Related to Our Supply Chain and Technology
- 18We rely heavily on information technology, and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business
- 19We may be harmed by breaches of security of information technology systems or our confidential consumer, employee, financial, or other proprietary data
- 20We rely heavily on certain vendors, suppliers and distributors, which could adversely affect our business
- 21Our ability to continue to expand our digital business, delivery orders, and catering is uncertain, and these business lines are subject to risks
- 22Changes in food and supply costs could adversely affect our results of operations
- 23Our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could have an adverse effect on our business
Legal, Accounting, and Regulatory Risks
- 24Changes to estimates related to our property, fixtures and equipment or operating results that are lower than our current estimates at certain restaurant locations may cause us to incur impairment charges on certain long-lived assets, which may materially adversely affect our results of operations
- 25Failure of our internal control over financial reporting could adversely affect our business and financial results
- 26Governmental regulation may adversely affect our business, financial condition, results of operations or cash flows
- 27arrangements. Failure to comply with new or existing franchise laws, rules, and regulations in any jurisdiction or to obtain required government approvals could negatively affect our ability to grow or expand our franchise business and sell franchises
- 28Changes in employment laws may adversely affect our business
- 29New information or attitudes regarding diet and health could result in changes in regulations and consumer consumption habits that could adversely affect our results of operations
- 30We may not be able to adequately protect our intellectual property, which could harm the value of our brand and could adversely affect our business
- 31We could be party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to material money damages and other remedies
- 32Increasing attention to and evolving expectations for corporate responsibility matters may increase our costs, harm our reputation, or otherwise adversely affect our business
Risks Related to Our Common Stock and Debt Financing
- 33We may fail to qualify for continued listing on the Nasdaq Global Select Market, which could make it more difficult for our stockholders to sell their shares and reduce our ability to raise additional capital
- 34Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price
- 35Future sales of our common stock, or the perception that such sales may occur, could depress our common stock price
- 36Provisions in our organizational documents and Delaware law may delay or prevent our acquisition by a third party
- 37Our credit facility has variable interest rates and increases in or sustained high interest rates could continue to result in high borrowing costs
- 38We may be unable to negotiate favorable borrowing terms, and any additional capital we may require could be senior to existing equity holders, dilute existing equity holders or include unfavorable restrictions
Other Noodles 10-Ks
- FY2025 10-K risk factors39 risks6 new5 dropped16 reworded
Noodles & Co initiated a strategic review exploring a sale or refinancing on September 3, 2025.
Filed Mar 26, 2026
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.