Gottesman holds 7.1% of Nomad Foods (NYSE: NOMD) after proxy ends

Rhea-AI Filing Summary

Nomad Foods Ltd received an updated Schedule 13D/A from Noam Gottesman and TOMS Capital Investments LLC, clarifying their ownership and voting arrangements. Based on 142,086,092 ordinary shares outstanding as of February 24, 2026, Gottesman beneficially owns 10,080,101 shares, or about 7.1% of the company.

His stake includes 3,371,541 shares held directly, representing roughly 2.4%, and 6,708,560 shares held indirectly through TOMS Capital Investments LLC, representing about 4.7%. An amended and restated irrevocable proxy agreement that previously allowed Gottesman to vote additional shares held by various TOMS-related holders has been terminated, so he no longer has beneficial ownership of those shares and is no longer part of a Section 13(d) group with them.

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Equity ownership and governance analyst

Filing clarifies Gottesman's 7.1% stake and ends prior voting group.

This update details how much of Nomad Foods is beneficially owned by Noam Gottesman and his investment vehicle. He now reports 10,080,101 ordinary shares, or 7.1% of the 142,086,092 shares outstanding as of February 24, 2026.

The termination of the amended and restated irrevocable proxy agreement means Gottesman no longer has voting power over additional shares held by the former TOMS reporting group. That change reduces his overall voting reach, even though his reported beneficial ownership remains clearly quantified in this amendment.

The filing also notes that ordinary shares directly held by TOMS Acquisition I LLC were distributed for no consideration to various TOMS-related holders and employees. Future company filings may further describe how any dispersed holdings are reported by those individual holders under beneficial ownership rules.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Nomad Foods Ltd

(Name of Issuer)

Ordinary Shares, No Par Value

(Title of Class of Securities)

G6564A105

(CUSIP Number)

Noam Gottesman
450 W. 14th Street, 13th Floor,
New York, NY, 10014
(212) 524 -7300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/24/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G6564A105

1

Name of reporting person

Noam Gottesman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,080,101.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,080,101.00

11

Aggregate amount beneficially owned by each reporting person

10,080,101.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

* See Item 5.

SCHEDULE 13D

CUSIP No. G6564A105

1

Name of reporting person

TOMS Capital Investments LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,708,560.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,708,560.00

11

Aggregate amount beneficially owned by each reporting person

6,708,560.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

* See Item 5.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, No Par Value
(b)	Name of Issuer: Nomad Foods Ltd
(c)	Address of Issuer's Principal Executive Offices: Forge, 43 Church Street West, Woking, UNITED KINGDOM , GU21 6HT.
Item 1 Comment: This Amendment No. 7 (the "Amendment") amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on January 12, 2018 (as amended by Amendment No. 1 filed on January 7, 2019, Amendment No. 2 filed on January 6, 2020, Amendment No. 3 filed on December 7, 2020, Amendment No. 4 filed on January 6, 2021, Amendment No. 5 filed on May 25, 2021 and Amendment No. 6 filed on May 11, 2022, the "Statement") with respect to the ordinary shares, no par value (the "Ordinary Shares"), of Nomad Foods Limited, a company incorporated with limited liability under the laws of the British Virgin Islands (the "Issuer"). Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement.
Item 2.	Identity and Background
(a)	Item 2 of the Statement is hereby amended as follows: This Statement is being filed by Noam Gottesman ("Gottesman") and TOMS Capital Investments LLC, a Delaware limited liability company ("TCI", and together with Gottesman, collectively referred to as the "Reporting Persons"). This Amendment also constitutes an exit filing for TOMS Acquisition I LLC, a Delaware limited liability company ("TOMS Acquisition"), Guy Weltsch ("Weltsch"), Alejandro San Miguel, ("San Miguel"), Anup Patel ("Patel") and Lavender Fiduciary Management Inc., a Wyoming corporation, as trustee of various trusts established by Weltsch and San Miguel ("Lavender", and together with Weltsch, San Miguel and Patel and any other holder of which they have sole beneficial ownership, collectively referred to as the "TOMS Reporting Persons").
Item 4.	Purpose of Transaction
	On February 24, 2026, Gottesman notified the TOMS Reporting Persons that the Amended and Restated Irrevocable Proxy Agreement, dated as of January 6, 2021, by and among Gottesman, Weltsch, San Miguel, Patel, and Lavender (the "Proxy Agreement"), previously filed as Exhibit D to Amendment No. 4 to the Statement filed on January 6, 2021 was terminated effective immediately (the "Termination Letter"). Pursuant to the Proxy Agreement, Gottesman had the power to vote the TOMS Reporting Persons' Ordinary Shares, which were held by certain employees or trusts established by those employees of TOMS Capital LLC, Gottesman's family office ("TOMS Capital"). As a result of the termination of the Proxy Agreement, (i) Gottesman no longer has beneficial ownership of the Ordinary Shares owned by the TOMS Reporting Persons and (ii) Gottesman and the TOMS Reporting Persons shall no longer be considered a "group" for purposes of Section 13(d) under the Exchange Act. Additionally, subsequent to the last amendment, the Ordinary Shares directly held by TOMS Acquisition were distributed to the TOMS Reporting Persons and other employees of TOMS Capital for no consideration.
Item 5.	Interest in Securities of the Issuer
(a)	Paragraphs (a) - (b) of Item 5 of the Statement are hereby amended and restated in their entirety as follows: All percentages below have been calculated based on 142,086,092 Ordinary Shares outstanding as of February 24, 2026. As of the date hereof, Gottesman beneficially owns, directly or indirectly, an aggregate of 10,080,101 Ordinary Shares consisting of shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of (A) 3,371,541 Ordinary Shares held directly by Gottesman and (B) 6,708,560 Ordinary Shares held indirectly by TCI through a wholly-owned subsidiary of TCI. In the aggregate, such 10,080,101, 3,371,541 and 6,708,560 Ordinary Shares represent approximately 7.1%, 2.4% and 4.7% of all outstanding Ordinary Shares.
(b)	See Item 5(a).
(c)	Paragraph (c) of Item 5 of the Statement is hereby amended by adding the following: Except as otherwise described herein, no transactions were effected by the Reporting Person in the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of this Statement is hereby amended by adding the following: The information regarding the Termination Letter under Item 4 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit C - Joint Filing Agreement among the Reporting Persons, dated January 6, 2021 (incorporated by reference to Exhibit C to the Amendment filed by the Reporting Persons with respect to the Issuer on January 6, 2021). Exhibit D - Termination Letter, dated February 24, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Noam Gottesman

Signature:	/s/ Noam Gottesman
Name/Title:	Noam Gottesman
Date:	02/26/2026

TOMS Capital Investments LLC

Signature:	/s/ Anthony Lee
Name/Title:	Anthony Lee / Authorized Person
Date:	02/26/2026

FAQ

What percentage of Nomad Foods (NOMD) does Noam Gottesman now beneficially own?

Noam Gottesman beneficially owns about 7.1% of Nomad Foods. This equals 10,080,101 ordinary shares, based on 142,086,092 shares outstanding as of February 24, 2026, and includes both directly and indirectly held shares.

How many Nomad Foods shares does TOMS Capital Investments LLC report owning?

TOMS Capital Investments LLC reports beneficial ownership of 6,708,560 Nomad Foods ordinary shares. These shares represent about 4.7% of the company’s 142,086,092 shares outstanding as of February 24, 2026, with shared voting and dispositive power.

How is Noam Gottesman’s Nomad Foods (NOMD) stake structured between direct and indirect holdings?

Gottesman holds 3,371,541 Nomad Foods shares directly and 6,708,560 shares indirectly through TOMS Capital Investments LLC. These positions total 10,080,101 shares, representing approximately 7.1% of outstanding ordinary shares as of February 24, 2026.

What happened to the proxy agreement related to Nomad Foods shares in this Schedule 13D/A?

The amended and restated irrevocable proxy agreement giving Gottesman voting power over certain TOMS-related shares was terminated effective February 24, 2026. After termination, he no longer has beneficial ownership of those shares and is no longer part of a Section 13(d) group with those holders.

Why is this Nomad Foods (NOMD) Schedule 13D/A called an exit filing for some parties?

The amendment is described as an exit filing for TOMS Acquisition I LLC and several TOMS-related individuals and entities. It reflects that they are no longer part of the prior reporting group tied to Gottesman’s proxy and beneficial ownership structure.

Were there any recent Nomad Foods share transactions by the reporting persons before this amendment?

The filing states that, except as described, no transactions in Nomad Foods ordinary shares were effected by the reporting person in the past 60 days. This clarifies that the main changes relate to voting arrangements and group status, not recent market trades.