Nomad Foods (NYSE: NOMD) director has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Nomad Foods director Carey J. Dorman reported a routine tax-withholding transaction related to equity compensation. On July 2, 1,676 ordinary shares were disposed of at $10.02 per share to cover tax liabilities from vesting restricted stock units. After this withholding, Dorman directly holds 29,356 ordinary shares.

A footnote explains that 8,378 restricted stock units vested on June 22, 2026 and were settled on July 2, 2026, with the issuer withholding the reported shares to satisfy associated taxes. This event reflects compensation mechanics rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dorman Carey J.

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares	1,676	$10.02	$17K

Holdings After Transaction: Ordinary Shares — 29,356 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 1,676 shares Withholding price per share: $10.02 per share Shares held after transaction: 29,356 shares +1 more

4 metrics

Shares withheld for taxes 1,676 shares Ordinary shares withheld on July 2, 2026 for tax liability

Withholding price per share $10.02 per share Value used for the 1,676 shares withheld for taxes

Shares held after transaction 29,356 shares Direct Nomad Foods ordinary shares held by Dorman after withholding

Restricted stock units vested 8,378 RSUs RSUs vesting on June 22, 2026 and settled on July 2, 2026

Key Terms

restricted stock units, tax liability, withheld the reported shares

3 terms

restricted stock units financial

"8,378 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

"to cover the reporting person's tax liability associated with the vesting"

withheld the reported shares financial

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

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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 insider transaction did Nomad Foods (NOMD) director Carey J. Dorman report?

Carey J. Dorman reported a tax-related share disposition, not an open-market trade. The company withheld 1,676 ordinary shares at $10.02 each to cover taxes from vesting restricted stock units, a common equity compensation mechanism for executives and directors.

How many Nomad Foods (NOMD) shares were withheld for Carey J. Dorman’s taxes?

The issuer withheld 1,676 ordinary shares from Carey J. Dorman. These shares, valued at $10.02 each, were used to satisfy tax obligations arising from the vesting of restricted stock units, rather than being sold directly into the open market.

What are the post-transaction holdings of Carey J. Dorman in Nomad Foods (NOMD)?

After the tax-withholding disposition, Carey J. Dorman directly holds 29,356 Nomad Foods ordinary shares. This figure reflects his remaining direct equity position following the withholding of 1,676 shares to cover tax liabilities tied to vesting restricted stock units.

How many restricted stock units vested for Carey J. Dorman at Nomad Foods (NOMD)?

A total of 8,378 restricted stock units vested for Carey J. Dorman. According to the footnote, these units vested on June 22, 2026 and were settled on July 2, 2026, triggering the tax-withholding of 1,676 shares by the issuer.

Was Carey J. Dorman’s Nomad Foods (NOMD) Form 4 a stock sale in the open market?

No, the Form 4 reflects a tax-withholding disposition, not an open-market sale. The issuer retained 1,676 shares at $10.02 to cover tax liabilities from vesting restricted stock units, a standard administrative step in equity compensation programs.

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^*

Dorman Carey J.

(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		1,676(1)	D	$10.02	29,356	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

Explanation of Responses:

1. 8,378 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)