Noodles & Co 2024年度报告

FORM10-K or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission File Number:001-35987 NOODLES & COMPANY (Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code: (720)214-1900 Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes¨No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes¨No x Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12months (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 past90daysYes xNo¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-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).YesxNo¨ 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 emerginggrowth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 ofthe Exchange Act. 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the voting and non-voting common stock held by non-affiliates as of July 2, 2024, the last business day of the registrant’s mostrecently completed second fiscal quarter, was $53.3million. This amount was calculated based on the closing priceof the common stock on July2, 2024 on the Nasdaq Global Select Market. All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be“affiliates” of the registrant. As of February 28, 2025, there were45,738,007shares of the registrant’s Class A common stock, par value of $0.01 per share outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement relating to its 2025 Annual Meeting of Stockholders, to be held on or about May 14, 2025, are incorporated byreference into Part III of this Annual Report on Form 10-K, where so indicated. Such proxy statement will be filed with the U.S. Securities and Exchange Commissionwithin 120 days after the end of the fiscal year to which this report relates. TABLE OF CONTENTS PART IITEM 1.Business1ITEM 1A.Risk Factors7ITEM 1B.Unresolved Staff Comments21ITEM 1C.Cybersecurity21ITEM 2.Properties23ITEM 3.Legal Proceedings24ITEM 4.Mine Safety Disclosures24PART IIITEM 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities25ITEM 6.[Reserved]25ITEM 7.Management's Discussion and Analysis of Financial Condition and Results of Operations26ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk38ITEM 8.Financial Statements and Supplementary Data39ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure65ITEM 9A.Controls and Procedures65ITEM 9B.Other Information66ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections66PART IIIITEM 10.Directors, Executive Officers and Corporate Governance66ITEM 11.Executive Compensation66ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters66ITEM 13.Certain Relationships and Related Transactions, and Director Independence66ITEM 14.Principal Accounting Fees and Services66PART IVITEM 15.Exhibits, Financial Statement Schedules67ITEM 16