Nomad Foods CEO buys 50K shares at $12.38

Nomad Foods Ltd (NOMD) director and Chief Executive Officer Dominic Brisby reported an open-market purchase of 50,000 Ordinary Shares on 2026-08-24 at a weighted average price of $12.38 per share, with individual trades ranging from $12.25 to $12.49.

Rhea-AI Filing Summary

Nomad Foods Ltd (NOMD) director and Chief Executive Officer Dominic Brisby reported an open-market purchase of 50,000 Ordinary Shares on 2026-08-24 at a weighted average price of $12.38 per share, with individual trades ranging from $12.25 to $12.49. Following this transaction, he directly holds 726,794 Ordinary Shares, including 150,000 Restricted Share Units that are scheduled to vest on November 3, 2025. He also holds performance-based equity incentives: stock options covering up to 5,000,000 Ordinary Shares at an exercise price of $10.14 per share, which may vest and become exercisable between 2029 and 2031 depending on share purchase and share price performance conditions, and 300,000 Performance Based Share Units that are contingent on company performance over a three-year period and, once earned, are scheduled to vest on February 28, 2029.

Insider Trade Summary

Net Buyer: 50,000 shares

Net Buy 3 txns

Insider BRISBY DOMINIC

Role Chief Executive Officer

Bought 50,000 shs ($619K)

Type	Security	Shares	Price	Value
Purchase	Ordinary Shares F1, F2	50,000	$12.38	$619K
holding	Stock Options (Right to Buy) F3, F4	--	--	--
holding	Performance Based Share Units F5, F6	--	--	--

Holdings After Transaction: Ordinary Shares — 726,794 shares (Direct); Stock Options (Right to Buy) — 5,000,000 contracts (Direct); Performance Based Share Units — 300,000 contracts (Direct)

Footnotes (6)

1. F1. The price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged form $12.25 to $12.49, 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. F2. Includes 150,000 Restricted Share Units which shall vest on the first anniversary of the grant date (November 3, 2025).
3. F3. 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. F4. 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. F5. Each Performance Stock Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer.
6. F6. 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

Shares purchased: 50,000 Ordinary Shares Weighted average purchase price: $12.38 per share Shares owned after transaction: 726,794 Ordinary Shares +5 more

8 metrics

Shares purchased 50,000 Ordinary Shares Open-market purchase on 2026-08-24

Weighted average purchase price $12.38 per share For 50,000 Ordinary Shares bought on 2026-08-24; trades ranged $12.25–$12.49

Shares owned after transaction 726,794 Ordinary Shares Direct holdings following the 2026-08-24 purchase

Restricted Share Units included in holdings 150,000 Restricted Share Units Scheduled to vest on November 3, 2025

Stock option exercise price $10.14 per share Options over up to 5,000,000 Ordinary Shares expiring May 7, 2031

Stock options underlying shares 5,000,000 Ordinary Shares Maximum number of options eligible to vest under performance conditions

Performance Based Share Units 300,000 units Each PSU represents a right to receive one Ordinary Share

PSU vesting date once earned February 28, 2029 Performance Based Share Units vest after a three-year performance period

Key Terms

Restricted Share Units, Performance Stock Unit, Performance Period, Co-Investment and Share Option Matching Sub Plan

4 terms

Restricted Share Units financial

"Includes 150,000 Restricted Share Units which shall vest on the first ann"

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 Stock Unit financial

"Each Performance Stock Unit ("PSU") represents a contingent right to rec"

A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.

Performance Period financial

"during the period beginning May 7, 2026 and ending on May 7, 2031 (the "P"

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.

Co-Investment and Share Option Matching Sub Plan financial

"under the Issuer's Co-Investment and Share Option Matching Sub Plan (the"

FAQ

What did NOMD CEO Dominic Brisby report in this Form 4 filing?

Dominic Brisby reported a purchase of 50,000 Ordinary Shares of Nomad Foods Ltd on 2026-08-24 in open-market transactions, plus updated holdings of 726,794 shares and separate performance-based option and PSU awards tied to future company performance.

At what price did NOMD CEO Dominic Brisby buy the 50,000 shares?

The filing reports a weighted average purchase price of $12.38 per share for the 50,000 Ordinary Shares. Individual trade prices ranged between $12.25 and $12.49, inclusive, across multiple transactions executed on 2026-08-24.

How many NOMD shares does Dominic Brisby own after the reported transaction?

After the reported purchase, Dominic Brisby directly holds 726,794 Ordinary Shares of Nomad Foods Ltd. This total includes 150,000 Restricted Share Units that are scheduled to vest on November 3, 2025, assuming continued service and any plan conditions.

What stock options related to NOMD does Dominic Brisby hold?

Dominic Brisby holds stock options covering up to 5,000,000 Ordinary Shares with an exercise price of $10.14 per share. These options may vest and become exercisable between May 7, 2029 and May 7, 2031, subject to share purchase and share price performance conditions.

What are the performance-based share units (PSUs) reported for NOMD’s CEO?

He holds 300,000 Performance Based Share Units, each representing a contingent right to receive one Ordinary Share. These PSUs will be earned based on Nomad Foods’ performance during a three-year performance period, and once earned, they are scheduled to vest on February 28, 2029.

When will the 150,000 Restricted Share Units for NOMD’s CEO vest?

The filing states that the 150,000 Restricted Share Units held by Dominic Brisby shall vest on the first anniversary of the grant date, November 3, 2025, subject to the terms of the applicable equity award agreement and plan.

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Available on EDGAR 08/26/2026 - 04:24 PM Accepted by SEC EDGAR 08/26/2026 - 04:23 PM Learn about SEC filing dates

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)
08/24/2026

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	08/24/2026		P		50,000	A	$12.38(1)	726,794(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 $12.25 to $12.49, 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	08/26/2026
	** 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)