Tax withholding trims Nomad Foods (NYSE: NOMD) director share stake

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nomad Foods director Amit Pilowsky reported a routine tax-withholding share disposition. On July 2, 2026, the issuer withheld 3,729 Ordinary Shares at $10.02 per share to cover his tax liability from vesting restricted stock units.

The footnote explains that 8,182 restricted stock units vested on June 22, 2026 and were settled on July 2, 2026, triggering the tax obligation. After the withholding, Pilowsky directly holds 35,464 Ordinary Shares. This was not an open‑market sale but a standard mechanism to satisfy taxes on equity compensation.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PILOWSKY AMIT

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Ordinary Shares	3,729	$10.02	$37K

Holdings After Transaction: Ordinary Shares — 35,464 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 3,729 shares Tax withholding price: $10.02 per share Shares held after transaction: 35,464 shares +1 more

4 metrics

Shares withheld for taxes 3,729 shares Ordinary Shares withheld on July 2, 2026

Tax withholding price $10.02 per share Price used for 3,729 withheld shares

Shares held after transaction 35,464 shares Director’s direct ownership following withholding

Restricted stock units vested 8,182 RSUs Vested June 22, 2026 and settled July 2, 2026

Key Terms

restricted stock units, tax liability, withheld, 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

"cover the reporting person's tax liability associated with the vesting of these restricted stock units"

withheld financial

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

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

FAQ

What insider transaction did Nomad Foods (NOMD) director Amit Pilowsky report?

Amit Pilowsky reported a tax-withholding disposition of 3,729 Nomad Foods Ordinary Shares. The shares were withheld by the company to cover his tax liability arising from the vesting and settlement of restricted stock units on July 2, 2026.

Was Amit Pilowsky’s Nomad Foods (NOMD) Form 4 a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Nomad Foods withheld 3,729 shares to pay taxes owed on Pilowsky’s vesting restricted stock units, a common administrative step in equity compensation plans.

How many Nomad Foods (NOMD) shares were withheld for Amit Pilowsky’s taxes?

Nomad Foods withheld 3,729 Ordinary Shares from Amit Pilowsky. These shares were applied against his tax liability created when 8,182 restricted stock units vested and were settled, as described in the Form 4 footnote disclosure.

How many Nomad Foods (NOMD) shares does Amit Pilowsky hold after this Form 4 transaction?

After the tax-withholding transaction, Amit Pilowsky directly holds 35,464 Nomad Foods Ordinary Shares. This figure reflects his direct ownership following the 3,729 shares withheld to satisfy the tax obligation tied to his restricted stock unit vesting.

What restricted stock units vested for Nomad Foods (NOMD) director Amit Pilowsky?

The Form 4 footnote states that 8,182 restricted stock units vested for Amit Pilowsky on June 22, 2026. These units were settled on July 2, 2026, and the company withheld 3,729 shares to cover the associated tax liability from this vesting event.

What does a tax-withholding disposition mean in Nomad Foods (NOMD) Form 4 filings?

A tax-withholding disposition means the company retains shares to pay income taxes on equity awards. In this case, Nomad Foods withheld 3,729 shares from Amit Pilowsky when his restricted stock units vested, instead of him selling shares on the open market to cover taxes.

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^*

PILOWSKY AMIT

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	07/02/2026		F		3,729⁽¹⁾	D	$10.02	35,464	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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)

Source: View Original Filing on SEC EDGAR