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Nomad Foods (NOMD) CFO awarded 1.85M options with performance hurdles

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nomad Foods Ltd Chief Financial Officer Ruben Baldew received a grant of 1,850,000 stock options for Ordinary Shares on May 7, 2026. The options have an exercise price of $10.14 per share and are scheduled to expire on May 7, 2031.

The options will vest and become exercisable only if he meets a share purchase requirement under the Co-Investment and Share Option Matching Sub Plan and the company achieves specified share price performance targets between May 7, 2026 and May 7, 2031. Separately, he holds 324,151 Ordinary Shares, including 184,991 Restricted Share Units that will vest on June 17, 2027, and multiple tranches of performance-based share units that may convert into Ordinary Shares after three-year performance periods ending with vesting dates in 2027, 2028 and 2029.

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Insider BALDEW RUBEN
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Stock Options (Right to Buy) 1,850,000 $0.00 --
holding Performance Based Share Units -- -- --
holding Performance Based Share Units -- -- --
holding Performance Based Share Units -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: Stock Options (Right to Buy) — 1,850,000 shares (Direct, null); Performance Based Share Units — 44,248 shares (Direct, null); Ordinary Shares — 324,151 shares (Direct, null)
Footnotes (1)
  1. Includes 184,991 Restricted Share Units which will vest on June 17, 2027. 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 Based Share 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 vest on February 28, 2027. 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 vest on February 28, 2028. 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.
Stock options granted 1,850,000 options Grant to CFO on May 7, 2026
Option exercise price $10.14 per share Strike price for new options
Option expiration May 7, 2031 Scheduled expiry of granted options
Ordinary Shares held 324,151 shares Direct holdings following reported transactions
Restricted Share Units 184,991 RSUs RSUs vesting on June 17, 2027
PSUs tranche 1 119,904 underlying shares Performance Based Share Units, each for one share
PSUs tranche 2 44,696 underlying shares Performance Based Share Units, three-year performance period
PSUs tranche 3 44,248 underlying shares Performance Based Share Units, vesting expected in 2029 if earned
Performance Based Share Units financial
"These PSUs will be earned based upon the Issuer's performance during the three-year performance period."
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.
Restricted Share Units financial
"Includes 184,991 Restricted Share Units which will vest on June 17, 2027."
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.
Co-Investment and Share Option Matching Sub Plan financial
"Subject to the Reporting Person satisfying the share purchase component under the Issuer's Co-Investment and Share Option Matching 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.
Ordinary Shares financial
"Each Performance Based Share Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer."
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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
BALDEW RUBEN
(Last)(First)(Middle)
C/O NOMAD FOODS LTD.
FORGE, 43 CHURCH STREET WEST
(Street)
WOKINGGU21 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares324,151(1)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$10.1405/07/2026A1,850,000 (2)05/07/2031Ordinary Shares1,850,000$01,850,000(3)D
Performance Based Share Units(4) (5) (5)Ordinary Shares44,24844,248D
Performance Based Share Units(4) (6) (6)Ordinary Shares44,69644,696D
Performance Based Share Units(4) (7) (7)Ordinary Shares119,904119,904D
Explanation of Responses:
1. Includes 184,991 Restricted Share Units which will vest on June 17, 2027.
2. 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.
3. 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.
4. Each Performance Based Share Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer.
5. 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 vest on February 28, 2027.
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 vest on February 28, 2028.
7. 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-Fact05/08/2026
** Signature of Reporting PersonDate
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) CFO Ruben Baldew report in this Form 4?

Nomad Foods CFO Ruben Baldew reported receiving 1,850,000 stock options for Ordinary Shares at a $10.14 exercise price. These options, plus existing share and unit holdings, detail his equity-based compensation and align his incentives with the company’s future share price performance.

How many stock options did the Nomad Foods (NOMD) CFO receive and at what price?

Ruben Baldew received 1,850,000 stock options with an exercise price of $10.14 per Ordinary Share. This grant provides potential future ownership if vesting conditions are met and he chooses to exercise the options before they expire in 2031.

What conditions apply to the new stock options granted to Nomad Foods (NOMD) CFO?

The options are subject to a share purchase requirement under the Co-Investment and Share Option Matching Sub Plan and the issuer achieving specified share price performance targets from May 7, 2026 to May 7, 2031. Vesting occurs only if these conditions are satisfied during that Performance Period.

When do the Nomad Foods (NOMD) CFO’s new stock options expire?

The 1,850,000 stock options granted to Ruben Baldew are scheduled to expire on May 7, 2031. If vesting and performance conditions are not met or the options are not exercised by then, they will lapse and no shares will be acquired from this grant.

How many Nomad Foods (NOMD) Ordinary Shares does the CFO hold after these transactions?

After the reported transactions, Ruben Baldew holds 324,151 Ordinary Shares directly. This figure includes 184,991 Restricted Share Units that are scheduled to vest on June 17, 2027, further increasing his share ownership if he remains eligible through that date.

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

Each Performance Based Share Unit represents a contingent right to receive one Ordinary Share. The CFO holds several PSU tranches that depend on the company’s performance over three-year periods, with earned units scheduled to vest on February 28, 2027, 2028 and 2029, respectively.