What the changes say
- Noodles & Co initiated a strategic review exploring a sale or refinancing on September 3, 2025.
- The company closed 33 company-owned restaurants and opened only 2 in 2025.
- A reverse stock split reduced outstanding shares to 5,852,349 and heightened Nasdaq compliance risks.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
There can be no assurance that our review of strategic alternatives or any initiatives or transactions that we pursue will result in additional stockholder value or that the process or any actions that we take will not have an adverse impact on our business
The board initiated a strategic review on September 3, 2025, to explore a refinancing or sale of the business, which may disrupt operations.
- NewRisks Related to Our Supply Chain and Technology
denial-of-service attacks, hacking, “phishing” attacks, computer viruses, ransomware, malware, or social engineering) or other external or internal methods, it could materially adversely affect our reputation, business, financial condition, results of operations or cash flows
Cyber-attacks targeting confidential consumer credit card data could result in misappropriation of personal information and regulatory breaches.
- NewRisks Related to Our Supply Chain and Technology
immediate, without affording us an opportunity to correct or otherwise respond to the information, and it is challenging to monitor and anticipate developments on social media in order to respond in an effective and timely manner
Failure to effectively manage the accelerated impact and rapid evolution of social media could lead to reputational damage.
- NewRisks Related to Our Supply Chain and Technology
New or improved technologies, including artificial intelligence, and risks or changes in consumer behavior facilitated by these technologies could negatively affect our business
Rapid evolution of artificial intelligence and changing consumer behavior expectations may require new AI-specific systems and create data risks.
- NewLegal, Accounting, and Regulatory Risks
materially affect our business, financial condition, operating results or cash flow: overtime rules; mandatory health benefits; vacation accruals; paid leaves of absence, including paid sick leave; and tax reporting
Immigration enforcement operations and compliance obligations could reduce employee availability and increase hiring costs and penalties.
- NewRisks Related to Our Debt Financing and Common Stock
Though we recently regained compliance, we could be notified in the future of non-compliance, including if our stock price again falls below $1.00 for the compliance time period, and we may fail to regain compliance and qualify for continued listing on the Nasdaq Global Select Market
The stock price could again fall below $1.00, risking Nasdaq delisting and associated penny stock restrictions and reduced liquidity.
Dropped
- DroppedRisks Related to Our Business and Industry
Our long-term success is partially dependent on our ability to effectively identify appropriate target markets and secure appropriate sites for new restaurants
- DroppedRisks Related to Our Business and Industry
Opening new restaurants in existing markets may negatively affect sales at our existing restaurants
- DroppedLegal, Accounting, and Regulatory Risks
arrangements. 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
- DroppedRisks 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
- DroppedRisks 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
Reworded
- 70% rewrittenRisks Related to Our Supply Chain and Technology
Our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could have an adverse effect on our business
Updated to focus on the inability or failure to recognize, respond to, and manage the accelerated impact of social media.
- 64% rewrittenRisks Related to Our Debt Financing and Common Stock
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
Updated the Nasdaq non-compliance notice date from December 24, 2024, to June 24, 2025.
- 63% rewrittenRisks Related to Our Business and Industry
Opening and operating new restaurants entails numerous risks and uncertainties
Updated 2024 figures (10 opened, 13 closed) to 2025 figures (2 opened, 33 company-owned closed, and 9 franchise closures).
- 55% rewrittenLegal, Accounting, and Regulatory Risks
Changes in employment laws may adversely affect our business
Retained core language regarding federal and state labor laws governing employee relationships and operating costs.
- 52% rewrittenRisks Related to Our Employees, Executives and Franchisees
A 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
Updated executive changes, noting the August 2025 promotion of the COO to CEO and former CEO remaining on the board.
- 50% rewrittenRisks Related to Our Debt Financing and Common Stock
Future sales of our common stock, or the perception that such sales may occur, could depress our common stock price
Added the impact of an 8-for-1 reverse stock split and updated outstanding Class A shares to 5,852,349 as of December 30, 2025.
- 43% rewrittenRisks Related to Our Supply Chain and Technology
We may be harmed by breaches of security of information technology systems and/or of our confidential consumer, employee, financial, or other proprietary data
Maintained risk disclosure regarding cybersecurity vulnerabilities and enterprise risk management framework.
Was: We may be harmed by breaches of security of information technology systems or our confidential consumer, employee, financial, or other proprietary data
- 42% rewrittenRisks Related to Our Business and Industry
decrease customer demand
Added that 2025 menu price increases did not negatively impact guest traffic, contrasting with 2023 increases.
- 37% rewrittenLegal, Accounting, and Regulatory Risks
Governmental regulation may adversely affect our business, financial condition, results of operations or cash flows
- 35% rewrittenRisks Related to Our Business and Industry
We may not achieve our operational, strategic or financial goals
- 29% rewrittenRisks Related to Our Business and Industry
Our marketing programs may not be successful
- 28% rewrittenRisks Related to Our Employees, Executives and Franchisees
Our business could be adversely affected by difficulties in hiring and retaining qualified employees
Was: Our business could be adversely affected by difficulties in hiring and retaining top-performing employees
- 26% rewrittenRisks Related to Our Supply Chain and Technology
Changes in food and supply costs could adversely affect our results of operations
- 24% rewrittenRisks 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
- 21% rewrittenRisks Related to Our Business and Industry
Changes in political and economic conditions, including higher inflationary pressures and continued elevated interest rates, may reduce customer demand and increase our costs
Was: Changes in economic conditions, including higher inflationary pressures and continued elevated interest rates, may reduce customer demand and increase our costs
- 21% rewrittenRisks Related to Our Business and Industry
Competition from other restaurant companies could adversely affect us
All 39 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 goals35% rewritten
- 02There can be no assurance that our review of strategic alternatives or any initiatives or transactions that we pursue will result in additional stockholder value or that the process or any actions that we take will not have an adverse impact on our businessNew
- 03Changes in political and economic conditions, including higher inflationary pressures and continued elevated interest rates, may reduce customer demand and increase our costs21% rewritten
- 04Competition from other restaurant companies could adversely affect us21% rewritten
- 05Our marketing programs may not be successful29% rewritten
- 06Negative publicity relating to one or more of our restaurants, including our franchised restaurants, could reduce sales at some or all of our other restaurants
- 07Food safety and foodborne illness concerns could have an adverse effect on our business
- 08decrease customer demand42% rewritten
- 09Unexpected events have impacted and may in the future impact our business, financial condition and results of operations
- 10We 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 costs24% rewritten
- 11Opening and operating new restaurants entails numerous risks and uncertainties63% rewritten
- 12New restaurants, once opened, may not be profitable
Risks Related to Our Employees, Executives and Franchisees
- 13Our business could be adversely affected by difficulties in hiring and retaining qualified employees28% rewritten
- 14A 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 targets52% rewritten
- 15If we or our franchisees face labor shortages or increased labor costs, our operating results could be adversely affected
- 16We may not be successful in executing our franchise strategy
Risks Related to Our Supply Chain and Technology
- 17We rely heavily on information technology, and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business
- 18We may be harmed by breaches of security of information technology systems and/or of our confidential consumer, employee, financial, or other proprietary data43% rewritten
- 19denial-of-service attacks, hacking, “phishing” attacks, computer viruses, ransomware, malware, or social engineering) or other external or internal methods, it could materially adversely affect our reputation, business, financial condition, results of operations or cash flowsNew
- 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 operations26% rewritten
- 23Our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could have an adverse effect on our business70% rewritten
- 24immediate, without affording us an opportunity to correct or otherwise respond to the information, and it is challenging to monitor and anticipate developments on social media in order to respond in an effective and timely mannerNew
- 25New or improved technologies, including artificial intelligence, and risks or changes in consumer behavior facilitated by these technologies could negatively affect our businessNew
Legal, Accounting, and Regulatory Risks
- 26Changes 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
- 27Failure of our internal control over financial reporting could adversely affect our business and financial results
- 28Governmental regulation may adversely affect our business, financial condition, results of operations or cash flows37% rewritten
- 29Changes in employment laws may adversely affect our business55% rewritten
- 30materially affect our business, financial condition, operating results or cash flow: overtime rules; mandatory health benefits; vacation accruals; paid leaves of absence, including paid sick leave; and tax reportingNew
- 31New 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
- 32We may not be able to adequately protect our intellectual property, which could harm the value of our brand and could adversely affect our business
- 33We could be party to litigation that could adversely affect us by distracting management, impairing our reputation, increasing our expenses or subjecting us to material money damages and other remedies
- 34Increasing 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 Debt Financing and Common Stock
- 35We 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 capital64% rewritten
- 36Though we recently regained compliance, we could be notified in the future of non-compliance, including if our stock price again falls below $1.00 for the compliance time period, and we may fail to regain compliance and qualify for continued listing on the Nasdaq Global Select MarketNew
- 37Future sales of our common stock, or the perception that such sales may occur, could depress our common stock price50% rewritten
- 38Our 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
- 39Provisions in our organizational documents and Delaware law may delay or prevent our acquisition by a third party
Other Noodles 10-Ks
- FY2024 10-K risk factors38 risks
Restaurant operations depend on managing food costs, labor availability, and long-term lease commitments.
Filed Mar 07, 2025
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.