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  4. [Form 4] Nomad Foods Ltd Insider Trading Activity

CFO of Nomad Foods (NYSE: NOMD) buys 14,731 company shares

Filing Impact
(High)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Nomad Foods Ltd director and Chief Financial Officer Ruben Baldew bought 14,731 Ordinary Shares in an open-market transaction at a weighted average price of $9.7121 per share, with individual prices ranging from $9.56 to $9.7209. Following this purchase, he directly owns 338,882 Ordinary Shares, which include 184,991 Restricted Share Units scheduled to vest on June 17, 2027. He also holds multiple tranches of Performance Based Share Units, each representing a contingent right to one Ordinary Share, tied to three-year performance periods and vesting between February 28, 2027 and February 28, 2029. In addition, he holds stock options over up to 1,850,000 Ordinary Shares at an exercise price of $10.14, which may vest and become exercisable between May 7, 2029 and May 7, 2031, subject to share purchase conditions and the company achieving specified share price performance targets.

Positive

  • None.

Negative

  • None.
Insider BALDEW RUBEN
Role Chief Financial Officer
Bought 14,731 shs ($143K)
Type Security Shares Price Value
Purchase Ordinary Shares 14,731 $9.7121 $143K
holding Stock Options (Right to Buy) -- -- --
holding Performance Based Share Units -- -- --
holding Performance Based Share Units -- -- --
holding Performance Based Share Units -- -- --
Holdings After Transaction: Ordinary Shares — 338,882 shares (Direct, null); Stock Options (Right to Buy) — 1,850,000 shares (Direct, null); Performance Based Share Units — 44,248 shares (Direct, null)
Footnotes (1)
  1. The price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged form $9.56 to $9.7209, inclusive. The Reporting Person undertakes to provide the Issuer and will provide any security holder of the Issuer or the SEC staff, upon request, information regarding the number of shares purchased at each separate price within the specified range. Includes 184,991 Restricted Share Units which will vest on June 17, 2027. Subject to (i) the Reporting Person satisfying the share purchase component under the Issuer's Co-Investment and Share Option Matching Sub Plan (the "Sub Plan") between May 5, 2025 and June 5, 2027 and (ii) the Issuer's achievement of certain share price performance targets during the period beginning May 7, 2026 and ending on May 7, 2031 (the "Performance Period"), the Options will vest and become exercisable, if at all, on the later of (x) May 7, 2029 and (y) the achievement of the specified share price performance targets during the Performance Period. The number of options set forth herein represents the maximum number of options that are eligible to vest under the option agreement if the Issuer achieves the maximum specified share price performance target during the Performance Period and such number of options eligible to vest will be reduced to 87.5%, 75%, 50%, 20% or 0% of the number of options reported herein to the extent that the Issuer achieves one or more lower specified share price performance targets during the Performance Period. Each Performance Based Share Unit ("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 performance based share units will vest on February 28, 2027. These PSUs will be earned based upon the Issuer's performance during the three-year performance period. Once earned, the performance based share units will vest on February 28, 2028. These PSUs will be earned based upon the Issuer's performance during the three-year performance period. Once earned, the performance based share units will best on February 28, 2029.
Open-market purchase 14,731 shares Ordinary Shares bought on May 14, 2026
Purchase price $9.7121 per share Weighted average; trades from $9.56 to $9.7209
Shares held after purchase 338,882 shares Total direct Ordinary Shares following transaction
Restricted Share Units 184,991 RSUs Vest on June 17, 2027
Performance Based Share Units grant 1 119,904 underlying shares PSUs, three-year performance period; vest Feb 28, 2027 once earned
Performance Based Share Units grant 2 44,696 underlying shares PSUs, three-year performance period; vest Feb 28, 2028 once earned
Performance Based Share Units grant 3 44,248 underlying shares PSUs, three-year performance period; vest Feb 28, 2029 once earned
Stock options position 1,850,000 shares at $10.14 Options over Ordinary Shares; expire May 7, 2031, performance-vested
Performance Based Share Units financial
"Each Performance Based Share Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer."
Performance based share units are a form of executive or employee pay where the right to receive company shares is earned only if the business meets specific performance targets, such as revenue, profit, or stock-price goals. Investors care because these awards both motivate management to hit measurable goals and can increase the number of shares outstanding if paid out, affecting earnings per share and ownership dilution—think of it as a bonus that pays in stock only when agreed milestones are reached.
Restricted Share Units financial
"Includes 184,991 Restricted Share Units which will vest on June 17, 2027."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
Co-Investment and Share Option Matching Sub Plan financial
"Subject to the Reporting Person satisfying the share purchase component under the Issuer's Co-Investment and Share Option Matching Sub Plan (the "Sub Plan")."
Performance Period financial
"during the period beginning May 7, 2026 and ending on May 7, 2031 (the "Performance Period")."
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
weighted average purchase price financial
"The price represents the weighted average purchase price for multiple transactions reported on this line."
The weighted average purchase price is the average cost per share you paid across multiple buys, calculated so larger purchases count more than smaller ones. Imagine buying apples at different prices: the overall price you effectively paid depends on how many apples you bought at each price. Investors use it to measure true cost basis, calculate gains or losses, decide when to sell, and manage taxes and portfolio performance.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BALDEW RUBEN
(Last)(First)(Middle)
C/O NOMAD FOODS LTD.
FORGE, 43 CHURCH STREET WEST
(Street)
WOKINGGU21 6HT
(City)(State)(Zip)
UNITED KINGDOM
(Country)		2. Issuer Name and Ticker or Trading Symbol
Nomad Foods Ltd [ NOMD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Ordinary Shares05/14/2026P14,731A$9.7121(1)338,882(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$10.14 (3)05/07/2031Ordinary Shares1,850,0001,850,000(4)D
Performance Based Share Units(5) (6) (6)Ordinary Shares44,24844,248D
Performance Based Share Units(5) (7) (7)Ordinary Shares44,69644,696D
Performance Based Share Units(5) (8) (8)Ordinary Shares119,904119,904D
Explanation of Responses:
1. The price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged form $9.56 to $9.7209, inclusive. The Reporting Person undertakes to provide the Issuer and will provide any security holder of the Issuer or the SEC staff, upon request, information regarding the number of shares purchased at each separate price within the specified range.
2. Includes 184,991 Restricted Share Units which will vest on June 17, 2027.
3. Subject to (i) the Reporting Person satisfying the share purchase component under the Issuer's Co-Investment and Share Option Matching Sub Plan (the "Sub Plan") between May 5, 2025 and June 5, 2027 and (ii) the Issuer's achievement of certain share price performance targets during the period beginning May 7, 2026 and ending on May 7, 2031 (the "Performance Period"), the Options will vest and become exercisable, if at all, on the later of (x) May 7, 2029 and (y) the achievement of the specified share price performance targets during the Performance Period.
4. The number of options set forth herein represents the maximum number of options that are eligible to vest under the option agreement if the Issuer achieves the maximum specified share price performance target during the Performance Period and such number of options eligible to vest will be reduced to 87.5%, 75%, 50%, 20% or 0% of the number of options reported herein to the extent that the Issuer achieves one or more lower specified share price performance targets during the Performance Period.
5. Each Performance Based Share Unit ("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 performance based share units will vest on February 28, 2027.
7. These PSUs will be earned based upon the Issuer's performance during the three-year performance period. Once earned, the performance based share units will vest on February 28, 2028.
8. These PSUs will be earned based upon the Issuer's performance during the three-year performance period. Once earned, the performance based share units will best on February 28, 2029.
Remarks:
/s/ Neil Fletcher, Attorney-in-Fact05/18/2026
** Signature of Reporting PersonDate
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 4 (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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Nomad Foods (NOMD) CFO Ruben Baldew do in this Form 4?

Ruben Baldew purchased 14,731 Nomad Foods Ordinary Shares in the open market. The weighted average price was $9.7121 per share, with trades between $9.56 and $9.7209, increasing his direct equity stake in the company.

At what price did the Nomad Foods CFO buy shares in this filing?

The CFO’s purchase had a weighted average price of $9.7121 per Nomad Foods share. Individual trade prices ranged from $9.56 to $9.7209, reflecting multiple transactions aggregated into a single reported line on the Form 4.

How many Nomad Foods shares does the CFO hold after this transaction?

After the reported purchase, the CFO directly holds 338,882 Nomad Foods Ordinary Shares. This total includes 184,991 Restricted Share Units that are scheduled to vest on June 17, 2027, further increasing his potential future share ownership.

What performance-based equity awards does the Nomad Foods CFO hold?

The CFO holds several Performance Based Share Unit awards, each representing a contingent right to one Ordinary Share. These PSUs are earned based on company performance over three-year periods and, once earned, vest on February 28, 2027, 2028, or 2029, respectively.

What stock options are disclosed for the Nomad Foods CFO?

He holds stock options over up to 1,850,000 Nomad Foods Ordinary Shares at a $10.14 exercise price. Vesting and exercisability depend on a co-investment requirement and achieving specified share price performance targets between May 7, 2026 and May 7, 2031.

When could the Nomad Foods CFO’s stock options potentially vest?

The options may vest and become exercisable on the later of May 7, 2029 or the date specified share price performance targets are achieved. The performance assessment period for these targets runs from May 7, 2026 through May 7, 2031.