STOCK TITAN

Nomad Foods (NYSE: NOMD) CFO lifts stake to 367,172 shares

(High)
(Positive)
Form Type
4

Rhea-AI Filing Summary

Nomad Foods Ltd (NOMD) reported that Chief Financial Officer Ruben Baldew purchased 28,290 Ordinary Shares on August 19, 2026 at $11.8498 per share, bringing his direct holdings to 367,172 Ordinary Shares, including 184,991 Restricted Share Units scheduled to vest on June 17, 2027.

He also holds stock options over a maximum of 1,850,000 Ordinary Shares at an exercise price of $10.14 expiring May 7, 2031, which will vest, if at all, based on share purchases under the company’s Co-Investment and Share Option Matching Sub Plan and share price performance targets. In addition, he holds performance based share units representing up to 44,248, 44,696 and 119,904 Ordinary Shares, each tranche contingent on company performance over a three-year period and vesting on February 28, 2027, 2028 and 2029, respectively.

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Negative

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Insights

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Insider BALDEW RUBEN
Role Chief Financial Officer
Bought 28,290 shs ($335K)
Type Security Shares Price Value
Purchase Ordinary Shares F1 28,290 $11.8498 $335K
holding Stock Options (Right to Buy) F2, F3 -- -- --
holding Performance Based Share Units F4, F5 -- -- --
holding Performance Based Share Units F4, F6 -- -- --
holding Performance Based Share Units F4, F7 -- -- --
Holdings After Transaction: Ordinary Shares — 367,172 shares (Direct); Stock Options (Right to Buy) — 1,850,000 shares (Direct); Performance Based Share Units — 208,848 shares (Direct)
Footnotes (7)
  1. F1. Includes 184,991 Restricted Share Units which will vest on June 17, 2027.
  2. F2. Subject to (i) the Reporting Person satisfying the share purchase component under the Company's Co-Investment and Share Option Matching Sub Plan (the "Sub Plan") between May 5, 2025 and June 5, 2027 and (ii) the Company'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. F3. The number of options set forth herein represents the maximum number of options that are eligible to vest under the option agreement if the Company 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 Company achieves one or more lower specified share price performance targets during the Performance Period.
  4. F4. Each Performance Based Share Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer.
  5. F5. 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. 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 vest on February 28, 2028.
  7. F7. 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.
Ordinary Shares purchased 28,290 shares Purchase on August 19, 2026 by CFO Ruben Baldew
Purchase price per Ordinary Share $11.8498 per share Open-market or private purchase on August 19, 2026
Ordinary Shares held after transaction 367,172 shares Direct holdings following the August 19, 2026 purchase, including RSUs
Restricted Share Units included in holdings 184,991 units RSUs scheduled to vest on June 17, 2027
Stock options underlying Ordinary Shares (maximum eligible) 1,850,000 shares Maximum number of options eligible to vest with $10.14 exercise price, expiring May 7, 2031
Stock option exercise price $10.14 per share Options on Ordinary Shares expiring May 7, 2031
Performance Based Share Units tranche 1 44,248 units PSUs vesting February 28, 2027, contingent on three-year performance
Performance Based Share Units tranche 3 119,904 units PSUs vesting February 28, 2029, contingent on three-year performance
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.
Performance Based Share Units financial
"Each Performance Based Share Unit ("PSU") represents a contingent right"
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.
Co-Investment and Share Option Matching Sub Plan financial
"under the Company'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 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.

FAQ

What insider transaction did NOMD’s CFO Ruben Baldew report?

Ruben Baldew reported a purchase of 28,290 Ordinary Shares of Nomad Foods Ltd on August 19, 2026 in an open-market or private transaction, according to the filing’s transaction code description.

At what price did the NOMD CFO buy shares and how many does he now hold?

He bought 28,290 Ordinary Shares at $11.8498 per share, resulting in 367,172 Ordinary Shares held directly after the transaction, including 184,991 Restricted Share Units that will vest on June 17, 2027.

What stock options on NOMD shares does the CFO hold?

He holds options over a maximum of 1,850,000 Ordinary Shares at an exercise price of $10.14, expiring on May 7, 2031. The options vest and become exercisable, if at all, based on share purchases under the Sub Plan and share price performance targets during a defined performance period.

Were the NOMD insider transactions made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not checked (aff_10b5_one is false), indicating the reported transactions were not affirmed as being made under a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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)
08/19/2026
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 Shares08/19/2026P28,290A$11.8498367,172(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)$10.14 (2)05/07/2031Ordinary Shares1,850,0001,850,000(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 Company's Co-Investment and Share Option Matching Sub Plan (the "Sub Plan") between May 5, 2025 and June 5, 2027 and (ii) the Company'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 Company 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 Company 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-Fact08/21/2026
** 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)