Nomad Foods (NOMD) CEO Brisby buys 150,000 shares, holds major option grants

Rhea-AI Filing Summary

Nomad Foods Ltd Chief Executive Officer Dominic Brisby bought 150,000 Ordinary Shares in an open-market transaction at a weighted average price of $9.7924 per share, with individual trades ranging from $9.73 to $9.86. Following this purchase, he directly owns 676,794 Ordinary Shares, which include 150,000 Restricted Share Units scheduled to vest on the first anniversary of the November 3, 2025 grant date. In addition to his share holdings, he holds performance-based awards covering up to 300,000 Ordinary Shares through Performance Based Share Units and up to 5,000,000 Ordinary Shares through Stock Options with a $10.14 exercise price, which may vest only if specific share purchase and multi-year share price performance targets are met during the performance period running to May 7, 2031.

Insights

Equity compensation and insider-trading analyst

CEO makes a sizable open-market share purchase while retaining large performance-based option exposure.

Dominic Brisby, CEO of Nomad Foods Ltd, executed an open-market purchase of 150,000 Ordinary Shares at a weighted average price of $9.7924. This increases his direct holdings to 676,794 shares, signaling additional personal capital committed at current market levels.

Alongside the share purchase, he retains significant performance-linked equity incentives. These include Performance Based Share Units tied to up to 300,000 underlying Ordinary Shares and Stock Options over up to 5,000,000 underlying shares at a $10.14 exercise price, expiring on May 7, 2031. Vesting depends on meeting share purchase requirements and specified share price targets during a defined performance period.

The overall picture is a net-buy insider action combined with large, long-dated, performance-based derivative positions. While the filing does not quantify company-wide impact, it shows the CEO increasing direct ownership and maintaining substantial long-term equity exposure whose realization depends on the issuer’s share price performance through the period ending May 7, 2031.

Insider Trade Summary

Net Buyer: 150,000 shares ($1,468,860)

Net Buy 3 txns

Insider BRISBY DOMINIC

Role Chief Executive Officer

Bought 150,000 shs ($1.47M)

Type	Security	Shares	Price	Value
Purchase	Ordinary Shares	150,000	$9.7924	$1.47M
holding	Stock Options (Right to Buy)	--	--	--
holding	Performance Based Share Units	--	--	--

Holdings After Transaction: Ordinary Shares — 676,794 shares (Direct, null); Stock Options (Right to Buy) — 5,000,000 shares (Direct, null); Performance Based Share Units — 300,000 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 $9.73 to $9.86, 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 150,000 Restricted Share Units which shall vest on the first anniversary of the grant date (November 3, 2025). 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 Stock 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 best on February 28, 2029.

Key Figures

Open-market purchase: 150,000 shares Weighted average purchase price: $9.7924 per share Shares owned after transaction: 676,794 shares +4 more

7 metrics

Open-market purchase 150,000 shares Ordinary Shares bought on May 15, 2026

Weighted average purchase price $9.7924 per share Open-market purchase price range $9.73–$9.86

Shares owned after transaction 676,794 shares Direct Ordinary Share holdings following purchase

Restricted Share Units 150,000 units RSUs vest on first anniversary of Nov 3, 2025 grant

Performance Based Share Units 300,000 underlying shares Each PSU equals one Ordinary Share when earned

Stock Options underlying shares 5,000,000 underlying shares Maximum options eligible to vest under performance plan

Option exercise price $10.14 per share Stock Options (Right to Buy) expiring May 7, 2031

Key Terms

Restricted Share Units, Performance Based Share Units, Performance Stock Unit ("PSU"), Co-Investment and Share Option Matching Sub Plan, +1 more

5 terms

Restricted Share Units financial

"Includes 150,000 Restricted Share Units which shall vest on the first anniversary of the grant date"

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.

Performance Based Share Units financial

"security_title": "Performance Based Share Units""

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.

Performance Stock Unit ("PSU") financial

"Each Performance Stock Unit ("PSU") represents a contingent right to receive one Ordinary Share"

Co-Investment and Share Option Matching Sub Plan financial

"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.

Form 4 Insider Transactions: What Each Field Means →

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)
05/15/2026

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	05/15/2026		P		150,000	A	$9.7924(1)	676,794(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$10.14							(3)	05/07/2031	Ordinary Shares	5,000,000		5,000,000(4)	D
Performance Based Share Units	(5)							(6)	(6)	Ordinary Shares	300,000		300,000	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 form $9.73 to $9.86, 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 150,000 Restricted Share Units which shall vest on the first anniversary of the grant date (November 3, 2025).

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 Stock 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 best on February 28, 2029.

Remarks:

	/s/ Neil Fletcher, Attorney-in-Fact	05/18/2026
	** 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)

FAQ

What did Nomad Foods (NOMD) CEO Dominic Brisby do in this Form 4 filing?

Nomad Foods CEO Dominic Brisby reported buying 150,000 Ordinary Shares in an open-market transaction. The weighted average purchase price was $9.7924 per share, with trades between $9.73 and $9.86, increasing his direct ownership stake in the company.

How many Nomad Foods (NOMD) shares does the CEO hold after this transaction?

After the reported purchase, CEO Dominic Brisby directly holds 676,794 Ordinary Shares of Nomad Foods. This total includes 150,000 Restricted Share Units that are scheduled to vest on the first anniversary of their grant date of November 3, 2025, if service conditions are met.

At what price did Nomad Foods (NOMD) CEO buy the 150,000 shares?

The 150,000 Ordinary Shares were purchased at a weighted average price of $9.7924 per share. Individual trades occurred within a price range from $9.73 to $9.86, as disclosed, and detailed breakdowns are available upon request to the issuer or SEC staff.

What Restricted Share Units does the Nomad Foods (NOMD) CEO hold?

Dominic Brisby’s holdings include 150,000 Restricted Share Units of Nomad Foods. These RSUs are scheduled to vest on the first anniversary of the November 3, 2025 grant date, contingent on continued service, and each unit represents a right to receive one Ordinary Share at vesting.

What performance-based stock options are disclosed for Nomad Foods (NOMD) CEO?

The CEO holds Stock Options over up to 5,000,000 underlying Ordinary Shares with a $10.14 exercise price, expiring May 7, 2031. Vesting depends on satisfying a co-investment share purchase requirement and meeting specified share price performance targets during a defined performance period.

What are the Performance Based Share Units held by the Nomad Foods (NOMD) CEO?

The filing shows Performance Based Share Units linked to 300,000 underlying Ordinary Shares. Each Performance Stock Unit represents a contingent right to receive one Ordinary Share, earned based on the issuer’s performance over a three-year performance period and vesting on February 28, 2029 once earned.

How is the CEO’s option vesting tied to Nomad Foods (NOMD) share price performance?

The number of options eligible to vest, up to 5,000,000, depends on Nomad Foods achieving specified share price performance targets from May 7, 2026 to May 7, 2031. Depending on achieved levels, the vesting amount may be reduced to between 87.5% and 0% of the reported maximum.