# Noodles & Company (NDLS): Holders With 52.0% Wait on a 13-Month Strategic Review > Noodles & Company closed at $11.56 on October 23, 2026, down 37.9% from its July high despite 10% same-store sales growth. A special-situations writer says holders owning more than half the company want a sale. We check the proxy holder table, the retention bonus deadline, the $105.4 million of debt due in 2027 and the November 13 Q3 date. By MCAFax · Published October 26, 2026 Section: Markets & Main Street › From Wall Street · Series: Market Calls, Investigated (https://mcafax.com/notebook/series/market-calls-investigated) Canonical: https://mcafax.com/notebook/ndls-noodles-strategic-review-activists Source: MCAFax, The Broker's Notebook (https://mcafax.com/notebook). MCAFax is not a lender or a law firm. --- Noodles & Company (Nasdaq: NDLS) closed at $11.56 on October 23, 2026, down 37.9% from its July 31 close of $18.62 even though same-store sales are growing about 10%. A special-situations writer says the stock is back at the level where his site first pitched it and that a sale is the natural exit for holders who own more than half the company. The proxy statement supports the ownership math, but the strategic review is now 13 months old and $105.4 million of debt matures in July 2027. *This is journalism and commentary, not investment advice. We hold no position unless stated.* ## Key facts - **Company:** Noodles & Company, Broomfield, Colorado; about 400 fast-casual restaurants, 318 company-owned and 78 franchised at June 30, 2026. - **Strategic review:** launched September 3, 2025; options include refinancing, refranchising or a sale; "Such review remains in process." - **Big holders:** five investors with more than 5% each total 52.0% in the April 2026 proxy, led by Mill Road Capital at 15.1%. - **Q2 2026:** system-wide comparable sales up 10.3%, restaurant margin 17.2%, adjusted EBITDA $10.8 million, net loss $4.0 million. - **2026 Guidance:** revenue $485-500 million, adjusted EBITDA $34-38 million. - **Balance sheet:** $1.3 million of cash and $105.4 million of debt at June 30, 2026; credit agreement matures July 27, 2027. - **Next date:** Q3 2026 results on November 13, 2026. ## Is NDLS a good bet right now? It is a leveraged, short-dated bet on a deal or on Q3 results. At $11.56 and about 5.93 million shares, the equity is worth about $69 million and the enterprise value is about $173 million, roughly 4.8x the midpoint of 2026 adjusted EBITDA guidance by our math, before lease obligations. Against that, the company still loses money on a GAAP basis, has a stockholders' deficit of $51.0 million, and has not produced a deal in 13 months of review. ## Why are investors bullish on Noodles & Company? - **A real turnaround.** System-wide comparable sales rose 10.3% in Q2, and management said company-owned comps were up about 10% early in Q3. - **Margins.** Restaurant contribution margin rose to 17.2% from 12.8% a year earlier. - **Holders who want out.** The five largest holders own 52.0% of an illiquid small company. - **Deal incentives.** A [November 2025 8-K](https://www.sec.gov/Archives/edgar/data/1275158/000127515825000104/ndls-20251119.htm) set retention bonuses for four executives that pay only on a change of control by December 31, 2026. - **Debt paydown.** Management expects year-end debt at or below three times 2026 adjusted EBITDA. ## Who's making this call and why? Dalius runs Special Situation Investments, a special-situations site with a paid picks service. On October 26 he [posted](https://x.com/InvestSpecial/status/2114685740919431542): "Activists own >50%, and a sale would give them a clear way out." He added that Q3 results are weeks away and the review could wrap up soon. The original idea was a [guest pitch](https://www.specialsituationinvestments.com/2026/05/guest-pitch-noodles-company-ndls/) on his site from May 28, 2026, headlined "Strategic review: 40%+ upside (at $10.97/share)." The stock is about 5% above that level now. In an October 25 comment there, Mike, the guest author, said a sale at 6x EBITDA would imply a gain of almost 60%. **Track record.** In our tracking, Dalius is 4-16 (a .200 win rate) on 20 calls scored at 180 days against the S&P 500, with an average edge of -11.7 points, ranked 10th. His November 2024 NDLS long trailed the index by 9.6 points at 180 days. See the [scoreboard](https://mcafax.com/notebook/market-calls-scoreboard). **Other supporters:** we found no credible X account making a reasoned case on NDLS in recent weeks. Recent $NDLS posts were mostly copy-paste promotions for WhatsApp stock groups, a pattern readers should treat with caution. ## Who disagrees? We found no reasoned skeptic on X. The company's filings make the bear case on their own: - **Not all activists.** The April 2026 proxy relies on older filings, some from 2023 and 2024, and Nantahala Capital reports on Schedule 13G, the form for passive holders. - **The clock.** The review has run since September 2025 without a deal, and the retention bonuses lapse if no sale closes by December 31, 2026. - **Debt.** $105.4 million of debt matures July 27, 2027, against $1.3 million of cash and $16.6 million of revolver availability. - **Shrinking footprint.** Guidance calls for 30 to 35 company-owned and five franchise closures in 2026. - **Volatility.** NDLS closed at a split-adjusted $3.90 on February 18, 2026, the day a 1-for-8 reverse split took effect. ## What are the key facts to verify? - The [Q2 2026 results](https://investor.noodles.com/news-releases/news-release-details/noodles-company-announces-second-quarter-2026-financial-results) for comps, guidance, debt and the review language. - The [2026 proxy statement](https://www.sec.gov/Archives/edgar/data/1275158/000127515826000030/ndls-20260401.htm) for the holder table and Mill Road's board seat. - The [retention bonus 8-K](https://www.sec.gov/Archives/edgar/data/1275158/000127515825000104/ndls-20251119.htm) for the December 31, 2026 deadline. - The November 13, 2026 Q3 release for any review update. ## What would prove it right or wrong? **Right:** Noodles & Company announces a sale or a refinancing that clears the 2027 maturity, and Q3 comps stay near 10%. **Wrong:** Q3 shows slowing sales, the review ends with no deal, and NDLS trades on its debt and losses instead of on takeover hopes. *This is journalism and commentary, not investment advice. We hold no position unless stated.* ## Questions readers ask **What does Noodles & Company (NDLS) do?** Noodles & Company (Nasdaq: NDLS) is a Broomfield, Colorado fast-casual restaurant chain known for globally inspired noodle dishes and mac and cheese. Noodles & Company had 318 company-owned and 78 franchised restaurants at June 30, 2026, and has been closing underperforming locations. **Is Noodles & Company (NDLS) for sale?** Noodles & Company (NDLS) launched a review of strategic alternatives on September 3, 2025, covering a refinancing, refranchising or a sale of all or part of the business. As of its July 24, 2026 results the review remained in process, and no transaction had been announced as of October 23, 2026. **Who owns most of Noodles & Company (NDLS)?** Noodles & Company's (NDLS) April 2026 proxy lists five holders above 5%: Mill Road Capital 15.1%, Nantahala Capital 9.6%, Hoak Public Equities 9.3%, Headlands Capital 9.2% and Galloway Capital 8.8%, for 52.0% in total. Those figures rely partly on 2023 and 2024 filings, and Nantahala files as a passive holder. **Who is making the bullish call on Noodles & Company (NDLS)?** Dalius, who runs the Special Situation Investments site, posted on October 26, 2026 that activists own more than 50% of Noodles & Company (NDLS) and that a sale would give them a clear way out. He noted Q3 results are weeks away and the strategic review could wrap up soon. **What is the track record of the investor behind the NDLS call?** In our tracking, Dalius is 4-16 (.200) on 20 calls scored at 180 days against the S&P 500, with an average edge of -11.7 points, ranked 10th. His November 2024 long call on Noodles & Company (NDLS) trailed the S&P 500 by 9.6 points at 180 days. **How is Noodles & Company (NDLS) performing?** Noodles & Company (NDLS) reported second-quarter 2026 system-wide comparable restaurant sales up 10.3%, restaurant contribution margin of 17.2% and adjusted EBITDA of $10.8 million, up 79%. It still posted a net loss of $4.0 million, and it raised 2026 adjusted EBITDA guidance to $34-38 million. **How much debt does Noodles & Company (NDLS) have?** Noodles & Company (NDLS) had $105.4 million of debt and $1.3 million of cash at June 30, 2026, with $16.6 million available on its revolver. The credit agreement matures on July 27, 2027, and Noodles & Company had a stockholders' deficit of $51.0 million. **How cheap is Noodles & Company (NDLS) stock?** At the October 23, 2026 close of $11.56 and about 5.93 million shares, Noodles & Company (NDLS) had an equity value near $69 million and an enterprise value near $173 million, about 4.8 times the midpoint of 2026 adjusted EBITDA guidance by our math. That excludes lease obligations. **When does Noodles & Company (NDLS) report Q3 2026 results?** Noodles & Company (NDLS) will report third-quarter 2026 results on Friday, November 13, 2026, with a conference call at 8:30 a.m. Eastern Time. Investors will watch for comparable sales trends and any update on the strategic review. **Why did Noodles & Company (NDLS) stock fall from its July high?** Noodles & Company (NDLS) closed at $18.62 on July 31, 2026 after strong Q2 results and fell to $11.56 by October 23, 2026, a 37.9% drop; its press releases in that period did not explain the move. The strategic review has also run 13 months without a deal. **What would prove the Noodles & Company (NDLS) call right or wrong?** The call on Noodles & Company (NDLS) looks right if a sale or a refinancing that clears the July 2027 maturity is announced and Q3 comparable sales stay near 10%. It looks wrong if Q3 sales slow, the review ends with no deal, or the retention bonuses lapse on December 31, 2026 without a transaction.