What are Noam Gottesman’s reported Nomad Foods (NOMD) share holdings after this filing?

After the reported transactions, Gottesman holds 3,871,541 Nomad Foods Ordinary Shares directly and 6,708,560 shares indirectly through TOMS Capital Investments LLC. The filing notes he controls and indirectly owns 100% of the LLC’s interests and disclaims beneficial ownership to the extent of his pecuniary interest.

Nomad Foods grants 1M options to co-chair

Gottesman Noam reported acquisition or exercise transactions in this Form 4 filing.

Filing Impact

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Gottesman Noam reported acquisition or exercise transactions in this Form 4 filing.

Nomad Foods director and co-chair Noam Gottesman reported a compensation-related award of stock options. He received 1,000,000 stock options to buy Ordinary Shares at $10.14 per share, expiring on May 7, 2031. The options vest only if he meets co-investment requirements under the Issuer's Co-Investment and Share Option Matching Sub Plan between May 5, 2025 and June 5, 2027, and the company achieves a specified share price performance target during the period from May 7, 2026 to May 7, 2031. Vesting, if it occurs, will be on the later of May 7, 2029 or achievement of that performance target.

Following the reported positions, Gottesman holds 3,871,541 Ordinary Shares directly and 6,708,560 Ordinary Shares indirectly through TOMS Capital Investments LLC. The footnote states he controls, and indirectly owns, 100% of that LLC's interests in these shares and disclaims beneficial ownership to the extent of his pecuniary interest.

Insider Trade Summary

Grant/Award: 1,000,000 shares

Grant/Award 3 txns

Insider Gottesman Noam

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Options (Right to Buy)	1,000,000	$0.00	$0.00
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Stock Options (Right to Buy) — 1,000,000 contracts (Direct); Ordinary Shares — 3,871,541 shares (Direct); Ordinary Shares — 6,708,560 shares (Indirect, By LLC)

Footnotes (2)

F1. These shares are held indirectly by TOMS Capital Investments LLC, a Delaware limited liability company through a wholly-owned subsidiary. The Reporting Person controls, and indirectly owns, 100% of TOMS Capital Investments LLC's interests in these shares. The Reporting Person disclaims beneficial ownership of such shares to the extent of his pecuniary interest therein.
F2. 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 the share price performance target 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 target during the Performance Period.

Key Figures

Options granted: 1,000,000 options Option exercise price: $10.14 per share Option expiration: May 7, 2031 +5 more

8 metrics

Options granted 1,000,000 options Stock Options (Right to Buy) granted to Noam Gottesman

Option exercise price $10.14 per share Conversion or exercise price of granted options

Option expiration May 7, 2031 Expiration date of 1,000,000 stock options

Direct share holdings 3,871,541 Ordinary Shares Total shares following transaction, direct ownership

Indirect share holdings 6,708,560 Ordinary Shares Total shares following transaction, held via TOMS Capital Investments LLC

Co-investment window May 5, 2025–June 5, 2027 Period to satisfy Sub Plan share purchase component

Performance Period May 7, 2026–May 7, 2031 Window for share price performance target

Vesting reference date May 7, 2029 Options vest on this date or later upon target achievement

Key Terms

Co-Investment and Share Option Matching Sub Plan, Performance Period, stock options (Right to Buy), beneficial ownership, +1 more

5 terms

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.

stock options (Right to Buy) financial

"Stock Options (Right to Buy) with underlying security title Ordinary Shares"

beneficial ownership financial

"The Reporting Person disclaims beneficial ownership of such shares to the extent of his pecuniary interest therein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Ordinary Shares financial

"underlying security title Ordinary Shares and total Ordinary Shares following transaction"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nomad Foods (NOMD) director Noam Gottesman receive in this Form 4?

Noam Gottesman received a grant of 1,000,000 stock options to buy Nomad Foods Ordinary Shares at $10.14 per share. These options are part of a compensation arrangement and are subject to both co-investment and share price performance conditions before they vest.

What conditions apply to Noam Gottesman’s 1,000,000 Nomad Foods (NOMD) stock options?

The options require Gottesman to satisfy a share purchase component under the Co-Investment and Share Option Matching Sub Plan between May 5, 2025 and June 5, 2027. Nomad Foods must also reach a specified share price target during May 7, 2026 to May 7, 2031.

When will Noam Gottesman’s Nomad Foods (NOMD) options vest and become exercisable?

If the co-investment and performance conditions are met, the 1,000,000 options will vest and become exercisable on the later of May 7, 2029 and the date Nomad Foods achieves the specified share price performance target during the defined Performance Period.

What is the exercise price and expiration date of the Nomad Foods (NOMD) options granted to Noam Gottesman?

The 1,000,000 stock options have an exercise price of $10.14 per Ordinary Share and an expiration date of May 7, 2031. They represent a long-dated incentive award tied to both personal co-investment and Nomad Foods’ share price performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/08/2026 - 04:45 PM EDT

SEC Form 4

FORM 4

UNITED 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^*

Gottesman Noam

(Last)

(First)

(Middle)

C/O NOMAD FOODS LTD.

FORGE, 43 CHURCH STREET WEST

(Street)

WOKING

GU21 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares								3,871,541	D
Ordinary Shares								6,708,560	I	By LLC⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$10.14	05/07/2026		A		1,000,000		⁽²⁾	05/07/2031	Ordinary Shares	1,000,000	$0	1,000,000	D

Explanation of Responses:

1. These shares are held indirectly by TOMS Capital Investments LLC, a Delaware limited liability company through a wholly-owned subsidiary. The Reporting Person controls, and indirectly owns, 100% of TOMS Capital Investments LLC's interests in these shares. The Reporting Person disclaims beneficial ownership of such shares to the extent of his pecuniary interest therein.

2. 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 the share price performance target 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 target during the Performance Period.

Remarks:

	/s/ Noam Gottesman	05/08/2026
	** 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 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