SEC Form 4 · accession 0002111580-26-000010
Nomad Foods Ltd · NOMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dominic Brisby
Officer — Chief Executive Officer · Director
Period of report
Aug 24, 2026
Accepted (ET)
Aug 26, 2026 · 4:23 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001651717
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | Aug 24, 2026 | P | 50,000 | $12.38 | A | 726,794 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F4,F3 | $10.14 | holding | — | — | — | — | May 7, 2031 | Ordinary Shares | 5,000,000 | 5,000,000 | D |
| Performance Based Share UnitsF5,F6 | — | holding | — | — | — | — | — | Ordinary Shares | 300,000 | 300,000 | D |
Explanation of responses
- F1The price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged form $12.25 to $12.49, inclusive. The Reporting Person undertakes to provide the Issuer and will provide any security holder of the Issuer or the SEC staff, upon request, information regarding the number of shares purchased at each separate price within the specified range.
- F2Includes 150,000 Restricted Share Units which shall vest on the first anniversary of the grant date (November 3, 2025).
- F3Subject 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.
- F4The 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.
- F5Each Performance Stock Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer.
- F6These 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.