Nomad Foods Ltd·4

May 8, 4:45 PM ET

BRISBY DOMINIC 4

4 · Nomad Foods Ltd · Filed May 8, 2026

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Nomad Foods (NOMD) CEO Dominic Brisby Receives Award

What Happened Dominic Brisby, CEO of Nomad Foods Ltd (NOMD), was granted 5,000,000 derivative awards on May 7, 2026 (reported on Form 4 filed May 8, 2026). The grant is recorded at $0.00 per share (no cash exchanged at grant). This is an award/grant (transaction code A) — not an open‑market purchase or sale.

Key Details

  • Transaction date: May 7, 2026; Form 4 filed May 8, 2026 (appears timely under Form 4 rules).
  • Amount: 5,000,000 derivative awards reported at $0.00 per share (no immediate cash value realized).
  • Shares owned after transaction: Not specified in the provided filing excerpt.
  • Notable footnotes from the filing:
    • F1: Includes 150,000 Restricted Share Units (RSUs) that vest on the first anniversary of the grant date (noted as November 3, 2025 in the filing).
    • F2: Option vesting is contingent on (i) the reporting person satisfying a share purchase requirement under the Issuer's Sub Plan between May 5, 2025 and June 5, 2027 and (ii) the Issuer achieving specified share price performance targets during May 7, 2026–May 7, 2031; vesting (if any) occurs on the later of May 7, 2029 or achievement of the performance targets.
    • F3: The number of options eligible to vest is scaled down (to 87.5%, 75%, 50%, 20% or 0%) if lower performance targets are met.
    • F4: Each Performance Based Share Unit (PSU) represents a contingent right to one ordinary share.
    • F5: PSUs are earned based on a three‑year performance period; once earned they will vest on February 28, 2029.

Context This was a derivative equity grant subject to service and performance vesting conditions, not a purchase or sale of shares. Such awards align executive compensation with future performance milestones and typically do not represent an immediate market trade or cash flow.

Insider Transaction Report

Form 4
Period: 2026-05-07
BRISBY DOMINIC
DirectorChief Executive Officer
Transactions
  • Award

    Stock Options (Right to Buy)

    [F2][F3]
    2026-05-07+5,000,0005,000,000 total
    Exercise: $10.14Exp: 2031-05-07Ordinary Shares (5,000,000 underlying)
Holdings
  • Ordinary Shares

    [F1]
    526,794
  • Performance Based Share Units

    [F4][F5]
    Ordinary Shares (300,000 underlying)
    300,000
Footnotes (5)
  • [F1]Includes 150,000 Restricted Share Units which shall vest on the first anniversary of the grant date (November 3, 2025).
  • [F2]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 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.
  • [F3]The 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.
  • [F4]Each Performance Based Share Unit ("PSU") represents a contingent right to receive one Ordinary Share of the Issuer.
  • [F5]These 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.
Signature
/s/ Neil Fletcher, Attorney-in-Fact|2026-05-08

Documents

1 file
  • 4
    wk-form4_1778273129.xmlPrimary

    FORM 4