Noodles & Company
09/12/2025 | Press release | Distributed by Public on 09/12/2025 14:06
Change in Certifying Accountants (Form 8-K)
Item 4.01. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On September 8, 2025, the Audit Committee of the Board of Directors of Noodles & Company (the "Company") approved the dismissal of Ernst & Young LLP as the Company's independent registered public accounting firm.
The reports of Ernst & Young LLP on the Company's consolidated financial statements for the fiscal years ended December 31, 2024 and January 2, 2024 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2024 and January 2, 2024 and through September 8, 2025, there have been no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal year ended December 31, 2024 and through September 8, 2025, there have been no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Ernst & Young LLP with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K and requested that Ernst & Young LLP furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the "SEC"), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not Ernst & Young LLP agrees with the statements related to them made by the Company in this report. Ernst & Young LLP's letter to the SEC is filed as an Exhibit to this report.
(b) Newly Engaged Independent Registered Public Accounting Firm
On September 8, 2025, the Audit Committee of the Board of Directors approved the appointment of Grant Thornton LLP as the Company's new independent registered public accounting firm, effective immediately, to perform independent audit services for the fiscal year ending December 30, 2025. During the fiscal years ended December 31, 2024 and January 2, 2024 and through September 8, 2025, neither the Company, nor anyone on its behalf, consulted Grant Thornton LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Grant Thornton LLP that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
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