Nomad Foods (NYSE: NOMD) director reports tax-withheld shares from RSU vesting

Rhea-AI Filing Summary

Nomad Foods director James E. Lillie reported routine equity compensation activity. On July 2, 2026, 3,580 Ordinary Shares were disposed of at $10.02 per share as shares withheld by the issuer to cover his tax liability from vesting restricted stock units, not an open-market sale.

The footnote states that 8,182 restricted stock units vested on June 22, 2026 and were settled on July 2, 2026, triggering the tax withholding. After the transaction, Lillie holds 689,386 Ordinary Shares directly and 56,250 Ordinary Shares indirectly through ZWC LLC, indicating he retains a substantial equity position.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider LILLIE JAMES E

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares	3,580	$10.02	$36K
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 689,386 shares (Direct, null); Ordinary Shares — 56,250 shares (Indirect, By ZWC LLC)

Footnotes (1)

1. [object Object]

Key Figures

Tax-withheld shares: 3,580 shares Tax-withholding price: $10.02 per share Direct holdings after transaction: 689,386 shares +2 more

5 metrics

Tax-withheld shares 3,580 shares Ordinary Shares withheld for tax liability at $10.02 per share

Tax-withholding price $10.02 per share Price applied to 3,580 Ordinary Shares for tax withholding

Direct holdings after transaction 689,386 shares Ordinary Shares held directly by James E. Lillie after July 2, 2026

Indirect holdings via ZWC LLC 56,250 shares Ordinary Shares held indirectly by James E. Lillie through ZWC LLC

Vested RSUs 8,182 restricted stock units RSUs vesting on June 22, 2026 and settled on July 2, 2026

Key Terms

restricted stock units, tax liability, Ordinary Shares, tax-withholding disposition

4 terms

restricted stock units financial

"8,182 restricted stock units held by the reporting person vesting on June 22, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax liability financial

"The Issuer withheld the reported shares to cover the reporting person's tax liability"

Ordinary Shares financial

"security_title": "Ordinary Shares""

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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:35 PM Accepted by SEC EDGAR 07/06/2026 - 04:34 PM Learn about SEC filing dates

FAQ

What did Nomad Foods (NOMD) director James E. Lillie report in this Form 4?

James E. Lillie reported a routine tax-related share disposition, not an open-market trade. The company withheld 3,580 Ordinary Shares to cover taxes from vesting restricted stock units, while he retained a large direct and indirect ownership position in Nomad Foods.

How many Nomad Foods (NOMD) shares were withheld for taxes in this filing?

The issuer withheld 3,580 Ordinary Shares at $10.02 per share to cover James E. Lillie’s tax liability. This withholding relates to the vesting and settlement of restricted stock units and is categorized as a tax-withholding disposition, not a sale on the open market.

What restricted stock unit vesting did Nomad Foods (NOMD) disclose for James E. Lillie?

The filing states that 8,182 restricted stock units held by James E. Lillie vested on June 22, 2026 and were settled on July 2, 2026. The company then withheld a portion of the resulting shares to satisfy his associated tax obligations.

How many Nomad Foods (NOMD) shares does James E. Lillie own after this Form 4?

After the reported transactions, James E. Lillie holds 689,386 Ordinary Shares directly and 56,250 Ordinary Shares indirectly through ZWC LLC. These holdings show that he maintains a significant equity stake in Nomad Foods following the tax-withholding disposition.

Was the Nomad Foods (NOMD) Form 4 transaction an open-market sale?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Nomad Foods withheld 3,580 shares to cover James E. Lillie’s tax liability from vesting restricted stock units, a common administrative mechanism rather than a discretionary stock sale.

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^*

LILLIE JAMES E

(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)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2026

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	07/02/2026		F		3,580(1)	D	$10.02	689,386	D
Ordinary Shares								56,250	I	By ZWC LLC

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

Explanation of Responses:

1. 8,182 restricted stock units held by the reporting person vesting on June 22, 2026 and settled on July 2, 2026. The Issuer withheld the reported shares to cover the reporting person's tax liability associated with the vesting of these restricted stock units.

Remarks:

	/s/ Neil Fletcher, Attorney-in-Fact	07/06/2026
	** 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)