Nomad Foods (NOMD) co-chair granted 1M options, restructures share holdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Nomad Foods Ltd Co-Chair Martin E. Franklin reported several equity-related changes. He received a grant of stock options covering 1,000,000 Ordinary Shares at an exercise price of $10.14 per share, expiring on May 7, 2031. According to the plan terms, these options vest and become exercisable only if he satisfies a share purchase requirement between May 5, 2025 and June 5, 2027 and the company achieves a specified share price performance target during the period from May 7, 2026 to May 7, 2031; vesting occurs on the later of May 7, 2029 or achievement of that target. The filing also records an estate-planning transfer of 220,000 Ordinary Shares previously held indirectly through RSMA, LLC to the Martin E. Franklin Revocable Trust, and reflects indirect holdings through RSMA, the Franklin Trust, and Brimstone Investments LLC, with Franklin disclaiming beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
FRANKLIN MARTIN E
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Options (Right to Buy) | 1,000,000 | $0.00 | -- |
| Other | Ordinary Shares | 220,000 | $0.00 | -- |
| Other | Ordinary Shares | 220,000 | $0.00 | -- |
| holding | Ordinary Shares | -- | -- | -- |
Holdings After Transaction:
Stock Options (Right to Buy) — 1,000,000 shares (Direct, null);
Ordinary Shares — 3,321,251 shares (Indirect, BY RSMA, LLC)
Footnotes (1)
- 220,000 shares previously reported as held indirectly by RSMA, LLC, of which Mr. Franklin is the managing member, were transferred to the Martin E. Franklin Revocable Trust (the "Franklin Trust") for estate planning purposes. These Ordinary Shares are held by directly by RSMA, LLC, of which Mr. Franklin is the managing member. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. These Ordinary Shares reported herein are held directly by Brimstone, Mr. Franklin is the manager of Brimstone, which is wholly-owned by a family trust of which Mr. Franklin is a beneficiary. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. These Ordinary Shares are held by the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the sole settlor, trustee and beneficiary. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. 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 the share price performance target 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 target during the Performance Period.
Key Figures
Stock options granted: 1,000,000 options
Option exercise price: $10.14 per share
Option expiration: May 7, 2031
+4 more
7 metrics
Stock options granted
1,000,000 options
Right to buy Ordinary Shares granted to Co-Chair on May 7, 2026
Option exercise price
$10.14 per share
Exercise price for newly granted stock options
Option expiration
May 7, 2031
Expiration date of granted stock options
Estate-planning transfer
220,000 shares
Ordinary Shares moved from RSMA, LLC to the Franklin Revocable Trust
Trust holdings after transaction
7,442,212 shares
Ordinary Shares held by Martin E. Franklin Revocable Trust following transaction
RSMA, LLC holdings after transaction
3,321,251 shares
Ordinary Shares reported as held by RSMA, LLC after restructuring
Brimstone Investments holding
112,500 shares
Ordinary Shares held indirectly via Brimstone Investments LLC
Key Terms
Co-Investment and Share Option Matching Sub Plan, share price performance target, Performance Period, pecuniary interest, +1 more
5 terms
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.
pecuniary interest financial
"Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein"
estate planning purposes financial
"were transferred to the Martin E. Franklin Revocable Trust (the "Franklin Trust") for estate planning purposes"
FAQ
What insider equity grant did Nomad Foods (NOMD) report for Martin E. Franklin?
Nomad Foods reported a grant of stock options over 1,000,000 Ordinary Shares to Co-Chair Martin E. Franklin at an exercise price of $10.14. These options are part of a co-investment and matching plan with performance-based vesting conditions and a long-dated expiration.
When do Martin E. Franklin’s new Nomad Foods options vest and expire?
The options expire on May 7, 2031, and vest only if conditions are met. Vesting occurs on the later of May 7, 2029 or when the specified share price performance target is achieved during the defined performance period, after a required share purchase component.
What conditions apply to the Nomad Foods (NOMD) co-investment option grant?
The grant is subject to Franklin satisfying a share purchase requirement under Nomad Foods’ Co-Investment and Share Option Matching Sub Plan. In addition, the company must reach a specified share price performance target within a stated performance period before the options can vest.
How are Martin E. Franklin’s indirect Nomad Foods holdings structured?
Indirect holdings are reported through RSMA, LLC, Brimstone Investments LLC, and the Martin E. Franklin Revocable Trust. The filing states Franklin is managing member or beneficiary of these entities and disclaims beneficial ownership of shares except to the extent of his pecuniary interest in them.
Does the Nomad Foods Form 4 show open-market buying or selling by Martin E. Franklin?
The Form 4 shows a performance-based stock option grant and restructuring-type movements coded as “J” transactions, along with updated indirect holdings. It does not report open-market purchases or sales coded as standard buy or sell transactions for Ordinary Shares.