SEC Form 4 · accession 0002111999-26-000009
Nomad Foods Ltd · NOMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ruben Baldew
Officer — Chief Financial Officer · Director
Period of report
Aug 19, 2026
Accepted (ET)
Aug 21, 2026 · 4:30 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 | Aug 19, 2026 | P | 28,290 | $11.8498 | A | 367,172 | 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)F3,F2 | $10.14 | holding | — | — | — | — | May 7, 2031 | Ordinary Shares | 1,850,000 | 1,850,000 | D |
| Performance Based Share UnitsF4,F5 | — | holding | — | — | — | — | — | Ordinary Shares | 44,248 | 44,248 | D |
| Performance Based Share UnitsF4,F6 | — | holding | — | — | — | — | — | Ordinary Shares | 44,696 | 44,696 | D |
| Performance Based Share UnitsF4,F7 | — | holding | — | — | — | — | — | Ordinary Shares | 119,904 | 119,904 | D |
Explanation of responses
- F1Includes 184,991 Restricted Share Units which will vest on June 17, 2027.
- F2Subject 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.
- F3The 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.
- F4Each Performance Based Share Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer.
- F5These 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.
- 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 vest on February 28, 2028.
- F7These 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.