What are Noam Gottesman’s total Nomad Foods (NOMD) share holdings after these transactions?

After the reported purchases, indirect holdings are 7,408,560 Ordinary Shares and direct holdings are 3,871,541 Ordinary Shares . In addition, he holds stock options over 1,000,000 Ordinary Shares , providing further potential exposure if vesting and performance conditions are satisfied.

Nomad Foods (NOMD) co-chair linked LLC buys 700,000 shares in open market

Q: What did Nomad Foods (NOMD) insider Noam Gottesman report in this Form 4?

The Form 4 shows an entity associated with Co-Chair Noam Gottesman bought 700,000 Ordinary Shares of Nomad Foods in open-market transactions. These purchases increased his indirect holdings while his direct share and option positions remained in place.

Q: How many Nomad Foods (NOMD) shares did the affiliated LLC buy and at what prices?

An LLC associated with Noam Gottesman bought 500,000 shares at a weighted average price of $9.5709 and 200,000 shares at $9.2348 . Footnotes state these weighted averages reflect multiple trades within price ranges on each date.

Q: How are the Nomad Foods (NOMD) shares held indirectly for Noam Gottesman?

The indirectly held shares are owned by TOMS Capital Investments LLC through a wholly owned subsidiary. Gottesman controls and indirectly owns 100% of the LLC’s interests, while disclaiming beneficial ownership of the shares to the extent of his pecuniary interest in them.

Q: What Nomad Foods (NOMD) stock options does Noam Gottesman hold and when do they expire?

Gottesman holds stock options over 1,000,000 Ordinary Shares with an exercise price of $10.14 per share. These options are scheduled to expire on May 7, 2031 and will vest only if specified share purchase and performance targets are achieved.

Filing Impact

(Very High)

Filing Sentiment

(Very Positive)

Form Type

Rhea-AI Filing Summary

Nomad Foods Co-Chair Noam Gottesman, through TOMS Capital Investments LLC, reported substantial open-market share purchases. An LLC associated with him bought 500,000 Ordinary Shares on May 11, 2026 at a weighted average price of $9.5709 per share and 200,000 shares on May 12, 2026 at a weighted average price of $9.2348 per share, totaling 700,000 shares. Following these transactions, indirect holdings stand at 7,408,560 Ordinary Shares, alongside 3,871,541 Ordinary Shares held directly. He also holds stock options over 1,000,000 Ordinary Shares at an exercise price of $10.14 per share, which will vest and become exercisable only if share purchase and performance conditions are met during the specified performance period ending May 7, 2031.

Insights

Large affiliated entity purchases 700,000 Nomad Foods shares in open market.

An LLC associated with Nomad Foods Co-Chair Noam Gottesman executed two open-market purchases totaling 700,000 Ordinary Shares at prices around $9.23–$9.57. These are active buy decisions rather than option exercises or passive events.

After the trades, indirect holdings are 7,408,560 shares and direct holdings are 3,871,541 shares, so the purchases increase an already sizable stake. Gottesman also has stock options over 1,000,000 shares at an exercise price of $10.14 expiring on May 7, 2031, which vest only if share purchase and performance targets are achieved.

The filing shows net buying with no reported sales and no indication of a Rule 10b5-1 trading plan. The significance of these purchases for valuation depends on Nomad Foods’ total share count and future company performance, which are not detailed in this snapshot.

Insider Trade Summary

Net Buyer: 700,000 shares ($6,632,410)

Net Buy 4 txns

Insider Gottesman Noam

Role null

Bought 700,000 shs ($6.63M)

Type	Security	Shares	Price	Value
Purchase	Ordinary Shares	200,000	$9.2348	$1.85M
Purchase	Ordinary Shares	500,000	$9.5709	$4.79M
holding	Stock Options (Right to Buy)	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 7,408,560 shares (Indirect, By LLC); Stock Options (Right to Buy) — 1,000,000 shares (Direct, null); Ordinary Shares — 3,871,541 shares (Direct, null)

Footnotes (1)

The price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged from $9.48 to $9.655, 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. 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. The price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged from $9.11 to $9.32, 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. 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

Open-market purchase 1: 500,000 shares at $9.5709 Open-market purchase 2: 200,000 shares at $9.2348 Total net shares bought: 700,000 shares +3 more

6 metrics

Open-market purchase 1 500,000 shares at $9.5709 Ordinary Shares bought on May 11, 2026

Open-market purchase 2 200,000 shares at $9.2348 Ordinary Shares bought on May 12, 2026

Total net shares bought 700,000 shares Net-buy across reported transactions

Indirect holdings after trades 7,408,560 shares Ordinary Shares held indirectly via LLC

Direct share holdings 3,871,541 shares Ordinary Shares held directly

Stock option position 1,000,000 shares at $10.14 Options over Ordinary Shares, expire May 7, 2031

Key Terms

open-market purchase, indirectly by TOMS Capital Investments LLC, weighted average purchase price, Stock Options (Right to Buy, +1 more

5 terms

open-market purchase financial

"transaction_action is described as an open-market purchase of Ordinary Shares"

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

indirectly by TOMS Capital Investments LLC financial

"These shares are held indirectly by TOMS Capital Investments LLC, a Delaware limited liability company"

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.

Stock Options (Right to Buy financial

"Stock Options (Right to Buy) with an exercise price of $10.14 per share"

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.

Form 4 Insider Transactions: What Each Field Means →

05/13/2026 - 05:03 PM

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)
05/11/2026

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	05/11/2026		P		500,000	A	$9.5709⁽¹⁾	7,208,560	I	By LLC⁽²⁾
Ordinary Shares	05/12/2026		P		200,000	A	$9.2348⁽³⁾	7,408,560	I	By LLC⁽²⁾

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							⁽⁴⁾	05/07/2031	Ordinary Shares	1,000,000		1,000,000	D

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 from $9.48 to $9.655, 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. 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.

3. The price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged from $9.11 to $9.32, 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.

4. 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	05/13/2026
	** 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

FAQ

What did Nomad Foods (NOMD) insider Noam Gottesman report in this Form 4?

The Form 4 shows an entity associated with Co-Chair Noam Gottesman bought 700,000 Ordinary Shares of Nomad Foods in open-market transactions. These purchases increased his indirect holdings while his direct share and option positions remained in place.

How many Nomad Foods (NOMD) shares did the affiliated LLC buy and at what prices?

An LLC associated with Noam Gottesman bought 500,000 shares at a weighted average price of $9.5709 and 200,000 shares at $9.2348. Footnotes state these weighted averages reflect multiple trades within price ranges on each date.

How are the Nomad Foods (NOMD) shares held indirectly for Noam Gottesman?

The indirectly held shares are owned by TOMS Capital Investments LLC through a wholly owned subsidiary. Gottesman controls and indirectly owns 100% of the LLC’s interests, while disclaiming beneficial ownership of the shares to the extent of his pecuniary interest in them.

What Nomad Foods (NOMD) stock options does Noam Gottesman hold and when do they expire?

Gottesman holds stock options over 1,000,000 Ordinary Shares with an exercise price of $10.14 per share. These options are scheduled to expire on May 7, 2031 and will vest only if specified share purchase and performance targets are achieved.

What performance conditions affect Noam Gottesman’s Nomad Foods (NOMD) stock options?

The options vest only if he satisfies a share purchase component between May 5, 2025 and June 5, 2027 and Nomad Foods achieves a share price performance target between May 7, 2026 and May 7, 2031. Vesting then occurs on the later of May 7, 2029 or target achievement.