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Nomad Foods Ltd·4

May 8, 4:45 PM ET

FRANKLIN MARTIN E 4

4 · Nomad Foods Ltd · Filed May 8, 2026

Research Summary

AI-generated summary of this filing

Updated

Nomad Foods (NOMD) Director Martin E. Franklin Receives 1M-Share Award

What Happened

  • Martin E. Franklin, Director and Co‑Chair of Nomad Foods Ltd (NOMD), transferred 220,000 ordinary shares between entities on May 6, 2026 (no cash changed hands) and was granted a 1,000,000-share derivative award (options) on May 7, 2026. The transfers of 220,000 shares were reported at $0.00 (internal transfer) and the 1,000,000-share grant is recorded as a $0.00 derivative award.

Key Details

  • Transaction dates and prices:
    • 2026-05-06: Transfer/other acquisition or disposition (code J) — 220,000 shares disposed by RSMA, LLC and 220,000 shares acquired by the Martin E. Franklin Revocable Trust; price reported $0.00.
    • 2026-05-07: Grant/award (code A) — 1,000,000-share derivative award recorded at $0.00.
  • Shares owned after transaction: The filing excerpt does not state a single total holding number; holdings are held through RSMA, LLC, Brimstone and the Martin E. Franklin Revocable Trust per the footnotes.
  • Notable footnotes:
    • F1/F4: The 220,000-share movement was an intra‑family/estate-planning transfer from RSMA, LLC to the Martin E. Franklin Revocable Trust.
    • F2/F3/F4: Shares are held through entities (RSMA, Brimstone, and the Franklin Trust); Mr. Franklin disclaims beneficial ownership except for his pecuniary interest as described.
    • F5: The 1,000,000-share award are options subject to (i) Mr. Franklin satisfying a share-purchase component under the issuer’s Sub Plan (May 5, 2025–June 5, 2027) and (ii) the company achieving a share price performance target during May 7, 2026–May 7, 2031. Options vest and become exercisable on the later of May 7, 2029 or achievement of the price target.
  • Timeliness: Reported on Form 4 filed May 8, 2026 for transactions dated May 6–7, 2026 — filing appears timely.

Context

  • The 220,000-share moves look like an internal transfer for estate planning (not a market sale). The 1,000,000‑share entry is a derivative grant (options) with multi-year, performance-based vesting conditions — not an immediate purchase of stock and not an immediate cash proceeds event.

Insider Transaction Report

Form 4
Period: 2026-05-06
Nomad Foods LtdNOMD
FRANKLIN MARTIN E
DirectorOther
Transactions
  • Other

    Ordinary Shares

    [F1][F2]
    2026-05-06−220,000→ 3,321,251 total(indirect: By LLC)
  • Other

    Ordinary Shares

    [F1][F4]
    2026-05-06+220,000→ 7,442,212 total(indirect: By Trust)
  • Award

    Stock Options (Right to Buy)

    [F5]
    2026-05-07+1,000,000→ 1,000,000 total
    Exercise: $10.14Exp: 2031-05-07→ Ordinary Shares (1,000,000 underlying)
Holdings

  • Ordinary Shares

    [F3]
    (indirect: By LLC)
    112,500
Footnotes (5)
  • [F1]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.
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]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.
Signature
/s/ Neil Fletcher, Attorney-in-Fact|2026-05-08

Documents

1 file
  • 4
    wk-form4_1778273136.xmlPrimary

    FORM 4