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Nomad Foods Ltd·4

May 8, 4:45 PM ET

FRANKLIN MARTIN E 4

Research Summary

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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.