If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The securities are held and managed by Galloway Capital Partners, LLC ("GCP"). Bruce Galloway is the managing member of GCP. Mr. Galloway has sole voting and dispositive control of GCP. Mr. Galloway may be deemed to have beneficial ownership of the common stock held by GCP. (2) This percentage is calculated based upon 46,724,702 shares of Common Stock outstanding as of October 31, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025. On February 18, 2026 the Company effectuated a 1:8 reverse stock split. The percentage ownership figures reported herein give effect to the reverse stock split.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The securities are held and managed by Galloway Capital Partners, LLC ("GCP"). Bruce Galloway is the managing member of GCP. Mr. Galloway has sole voting and dispositive control of GCP. Mr. Galloway may be deemed to have beneficial ownership of the common stock held by GCP. (2) This percentage is calculated based upon 46,724,702 shares of Common Stock outstanding as of October 31, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025. On February 18, 2026 the Company effectuated a 1:8 reverse stock split. The percentage ownership figures reported herein give effect to the reverse stock split.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The securities are held and managed by Galloway Capital Partners, LLC ("GCP"). Bruce Galloway is the managing member of GCP. Mr. Galloway has sole voting and dispositive control of GCP. Mr. Galloway may be deemed to have beneficial ownership of the common stock held by GCP. (2) This percentage is calculated based upon 46,724,702 shares of Common Stock outstanding as of October 31, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025. On February 18, 2026 the Company effectuated a 1:8 reverse stock split. The percentage ownership figures reported herein give effect to the reverse stock split.


SCHEDULE 13D


 
Galloway Capital Partners, LLC
 
Signature:/s/ Bruce Galloway
Name/Title:Bruce Galloway, Managing Member
Date:02/23/2026
 
Galloway Capital, LP
 
Signature:/s/ Bruce Galloway
Name/Title:Bruce Galloway, Managing Member
Date:02/23/2026
 
GALLOWAY BRUCE
 
Signature:/s/ Bruce Galloway
Name/Title:Bruce Galloway
Date:02/23/2026

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Noodles and Company dated as of February 23, 2026 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

 

  Galloway Capital Partners, LLC
   
  By:  /s/ Bruce Galloway
    Name: Bruce Galloway
    Title: Managing Member

 

  Galloway Capital, LP
  By: /s/ Bruce Galloway
    Bruce Galloway
     
  By: /s/ Bruce Galloway
    Bruce Galloway

 

 

 

 

Schedule 1

 

Purchases by the Reporting Persons

 

 2025-12-19    4,500    5.04 
 2025-12-22    5,000    5.20 
 2026-01-07    12,500    6.32 
 2026-01-12    18,000    6.45 
 2026-02-16    10,000    3.69 
 2026-02-18    22,000    4.37 
 2026-02-19    39,900    5.18 
 2026-02-20    20,000    5.15 
 2026-02-23    29,700    5.46 

 

 

 

 

 

EXHIBIT 99.2

 

Galloway Capital Partners, LLC

 

February 24, 2025

 

Joe Christina
President and Chief Executive Officer
Noodles & Company
520 Zang Street, Suite D
Broomfield, CO 80021

 

Dear Mr. Christina:

 

Our firm has increased its ownership position in Noodles & Company from 6.01% to 8.6%. Following additional analysis, we remain confident that the Company is firmly on a path toward recovery and improved operating performance.

 

The pre-announced fourth quarter results were particularly encouraging, with comparable sales at company-owned restaurants increasing more than 7% and franchised locations up more than 6%. Despite these improvements, we believe the shares are trading at an irrational valuation that does not adequately reflect the Company’s operational progress and intrinsic value.

 

We continue to support the management team’s execution and its focus on strengthening the operating framework, expanding margins, and improving overall profitability. Noodles & Company benefits from a loyal customer base, average unit volumes exceeding $1.4 million, and more than $500 million in systemwide sales. In our view, the value of the Company’s 320 company-owned restaurants materially exceeds its outstanding debt.

 

We look forward to the outcome of the Company’s engagement with its investment banking advisor, which we believe has the potential to further enhance shareholder value. As always, we remain available to discuss strategic initiatives with you and the Board.

 

Please feel free to contact me at bgalloway@gallowaycap.com.

 

Very truly yours,

 

Bruce Galloway
Chief Investment Officer
Galloway Capital Partners, LLC