Nomad Foods (NYSE: NOMD) director details direct, indirect stakes and PSUs

Rhea-AI Filing Summary

Nomad Foods Ltd director Stefan Descheemaeker filed an initial statement of beneficial ownership, listing his equity interests in the company. He directly holds Ordinary Shares totaling 601,365 shares as of the filing date.

He also has interests in Performance Based Share Units, each representing a contingent right to receive one Ordinary Share. One PSU award, covering 300,000 underlying Ordinary Shares, will be earned based on the issuer's performance during a three-year performance period and, once earned, will vest on February 28, 2027. A second PSU award, also tied to issuer performance over a three-year period and covering 300,000 underlying Ordinary Shares, will vest once earned on February 28, 2028.

In addition, Ordinary Shares are held indirectly: 300,000 shares are held by Orion POD SRL, 2,593,897 shares are held by Olidipoli Sprl, an entity controlled by Descheemaeker, and 700,000 shares are held by his spouse. The reporting person disclaims beneficial ownership of these indirect holdings except to the extent of his pecuniary interest.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider DESCHEEMAEKER STEFAN

Role Director

Type	Security	Shares	Price	Value
holding	Performance Based Share Units	--	--	--
holding	Performance Based Share Units	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Performance Based Share Units — 300,000 shares (Direct); Ordinary Shares — 601,365 shares (Direct); Ordinary Shares — 300,000 shares (Indirect, By Orion POD SRL)

Footnotes (1)

1. These shares are held by a company owned by the Reporting Person's spouse and three children. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein. The shares are held by Olidipoli Sprl, which is an entity controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. These shares are held by the Reporting Person's spouse. These Performance Based Restricted Share Units ("PSUs") will be earned based upon the Issuer's performance during the three-year performance period. Once earned, the PSUs will vest on February 28, 2027. Each PSU represents a contingent right to receive one Ordinary Share of the Issuer. These PSUs will be earned based upon the Issuer's performance during the three-year performance period. Once earned, the PSUs will vest on February 28, 2028.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

DESCHEEMAEKER STEFAN

(Last) (First) (Middle)

C/O NOMAD FOODS LTD.

FORGE, 43 CHURCH STREET WEST

(Street)

WOKING X0 GU21 6HT

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2026

3. Issuer Name and Ticker or Trading Symbol
Nomad Foods Ltd [ NOMD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	601,365	D
Ordinary Shares	300,000	I	By Orion POD SRL(1)
Ordinary Shares	2,593,897	I	By Olidipoli SPRL(2)
Ordinary Shares	700,000	I	By Spouse(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Based Share Units	(4)	(4)	Ordinary Shares	300,000	(5)	D
Performance Based Share Units	(6)	(6)	Ordinary Shares	300,000	(5)	D

Explanation of Responses:

1. These shares are held by a company owned by the Reporting Person's spouse and three children. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

2. The shares are held by Olidipoli Sprl, which is an entity controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. These shares are held by the Reporting Person's spouse.

4. These Performance Based Restricted Share Units ("PSUs") will be earned based upon the Issuer's performance during the three-year performance period. Once earned, the PSUs will vest on February 28, 2027.

5. Each PSU represents a contingent right to receive one Ordinary Share of the Issuer.

6. These PSUs will be earned based upon the Issuer's performance during the three-year performance period. Once earned, the PSUs will vest on February 28, 2028.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Neil Fletcher, Attorney-in-Fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does Stefan Descheemaeker report owning in Nomad Foods (NOMD)?

Stefan Descheemaeker reports direct ownership of 601,365 Nomad Foods Ordinary Shares, plus interests in Performance Based Share Units covering 300,000 underlying shares each, and additional Ordinary Shares held indirectly through entities and his spouse.

What are the Performance Based Share Units reported for NOMD?

The filing lists Performance Based Share Units, each representing a contingent right to receive one Nomad Foods Ordinary Share. Two PSU awards reference 300,000 underlying shares each, earned over a three-year performance period based on the issuer’s performance.

When do Stefan Descheemaeker’s Nomad Foods PSUs vest?

One PSU grant tied to 300,000 underlying Ordinary Shares will vest, once earned, on February 28, 2027. A second PSU grant for another 300,000 underlying shares will vest, once earned, on February 28, 2028, after each three-year performance period.

What indirect Nomad Foods holdings are reported through related entities?

Indirect Nomad Foods Ordinary Shares are held by Orion POD SRL (300,000 shares) and Olidipoli Sprl (2,593,897 shares), as well as by the reporting person’s spouse holding 700,000 shares. The reporting person disclaims beneficial ownership except for his pecuniary interest.

Does this Nomad Foods Form 3 show any insider buying or selling?

No insider buying or selling is shown. The Form 3 records existing holdings and derivative interests, with transactions classified as holdings and transaction codes listed as unknown, reflecting an initial statement of beneficial ownership rather than new trades.

What does each Nomad Foods PSU represent in this Form 3?

Each Performance Based Restricted Share Unit represents a contingent right to receive one Nomad Foods Ordinary Share. The units are earned based on the issuer’s performance during a three-year performance period before vesting on the specified future dates.