Nomad Foods CEO has 70,500 shares withheld for taxes

Q: How many NOMD shares did CEO Dominic Brisby have withheld?

On November 3, 2026, 70,500 ordinary shares were withheld from Dominic Brisby for tax liability at $12.36 per share; he directly held 656,294 ordinary shares afterward.

Q: What are the vesting conditions for Dominic Brisby's NOMD options?

The 5,000,000 options are the maximum eligible to vest under the option agreement. Vesting is subject to Brisby satisfying the share-purchase component under the Co-Investment and Share Option Matching Sub Plan between May 5, 2025 and June 5, 2027, and the issuer achieving specified share-price targets during the period from May 7, 2026 to May 7, 2031. The options may vest and become exercisable, if at all, on the later of May 7, 2029 and achievement of the targets; the eligible number may be reduced to 87.5%, 75%, 50%, 20% or 0% based on lower targets.

Q: What does Dominic Brisby's NOMD PSU position represent?

Brisby held 300,000 performance-based share units. Each unit represents a contingent right to receive one ordinary share; the units are earned based on issuer performance during a three-year period and, once earned, vest on February 28, 2029.

The option award is contingent on a co-investment share-purchase condition and issuer share-price targets, with vesting tied to target achievement.

Available on EDGAR 11/04/2026 - 04:37 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:36 PM EST

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Rhea-AI Filing Summary

Nomad Foods Ltd CEO Dominic Brisby had 70,500 ordinary shares withheld for tax liability on November 3, 2026, at $12.36 per share; he directly held 656,294 ordinary shares afterward. His reported option position was 5,000,000 options, the maximum eligible to vest under the option agreement, at a $10.14 exercise price. Vesting is subject to the co-investment share-purchase condition and specified share-price targets, and the options will vest and become exercisable, if at all, on the later of May 7, 2029, and target achievement. He also held 300,000 performance-based share units, earned based on a three-year performance period and vesting February 28, 2029, once earned.

Insider Trade Summary

Tax Withholding: 70,500 shares

Tax Withholding 1 txn

Insider BRISBY DOMINIC

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares ^F1	70,500	$12.36	$871K
Holding	Stock Options (Right to Buy) ^{F2, F3}	--	--	--
Holding	Performance Based Share Units ^{F4, F5}	--	--	--

Holdings After Transaction: Ordinary Shares — 656,294 shares (Direct); Stock Options (Right to Buy) — 5,000,000 contracts (Direct); Performance Based Share Units — 300,000 contracts (Direct)

Footnotes (5)

F1. Shares withheld for payment of tax liability.
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 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.
F3. 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.
F4. Each Performance Based Share Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer.
F5. 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, 2029.

Key Figures

Shares withheld for tax liability: 70,500 ordinary shares Price per share: $12.36 per share Direct ordinary shares held after transaction: 656,294 ordinary shares +4 more

7 metrics

Shares withheld for tax liability 70,500 ordinary shares November 3, 2026

Price per share $12.36 per share Withholding transaction on November 3, 2026

Direct ordinary shares held after transaction 656,294 ordinary shares After the November 3, 2026 transaction

Maximum options eligible to vest 5,000,000 options Under the option agreement; reported November 3, 2026

Option exercise price $10.14 per share Reported November 3, 2026

Performance-based share units 300,000 units Reported November 3, 2026

Option expiration date May 7, 2031 Reported stock options

Key Terms

Performance Based Share Units, Co-Investment and Share Option Matching Sub Plan, Performance Period, exercise price

4 terms

Performance Period technical

"period beginning May 7, 2026 and ending on May 7, 2031"

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.

exercise price financial

"Stock Options (Right to Buy)"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

FAQ

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

How many NOMD shares did CEO Dominic Brisby have withheld?

On November 3, 2026, 70,500 ordinary shares were withheld from Dominic Brisby for tax liability at $12.36 per share; he directly held 656,294 ordinary shares afterward.

What are the vesting conditions for Dominic Brisby's NOMD options?

The 5,000,000 options are the maximum eligible to vest under the option agreement. Vesting is subject to Brisby satisfying the share-purchase component under the Co-Investment and Share Option Matching Sub Plan between May 5, 2025 and June 5, 2027, and the issuer achieving specified share-price targets during the period from May 7, 2026 to May 7, 2031. The options may vest and become exercisable, if at all, on the later of May 7, 2029 and achievement of the targets; the eligible number may be reduced to 87.5%, 75%, 50%, 20% or 0% based on lower targets.

What does Dominic Brisby's NOMD PSU position represent?

Brisby held 300,000 performance-based share units. Each unit represents a contingent right to receive one ordinary share; the units are earned based on issuer performance during a three-year period and, once earned, vest on February 28, 2029.

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

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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^*

BRISBY DOMINIC

(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
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2026

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	11/03/2026		F		70,500⁽¹⁾	D	$12.36	656,294	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)
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							⁽²⁾	05/07/2031	Ordinary Shares	5,000,000		5,000,000⁽³⁾	D
Performance Based Share Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Ordinary Shares	300,000		300,000	D

Explanation of Responses:

1. Shares withheld for payment of tax liability.

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 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.

3. 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.

4. Each Performance Based Share Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer.

5. 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, 2029.

Remarks:

	/s/ Neil Fletcher, Attorney-in-Fact	11/04/2026
	** 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