BALDEW RUBEN 4

What Happened
Baldew Ruben, Chief Financial Officer of Nomad Foods Ltd (NOMD), was granted an award representing 1,850,000 derivative shares on May 7, 2026. The Form 4 reports the acquisition price as $0.00 (award/grant), meaning these are not an open‑market purchase but compensation subject to vesting and performance conditions.

Key Details

• Transaction date: 2026-05-07; Form 4 filed 2026-05-08 (filing appears timely).
• Reported amount: 1,850,000 derivative shares; reported price: $0.00 (code A = award/grant).
• Shares owned after transaction: not specified in the provided filing data.
• Notable footnotes from the filing:
  • F1: Includes 184,991 Restricted Share Units (RSUs) that will vest on June 17, 2027.
  • F2–F3: Some awards are options tied to a co‑investment/sub‑plan (purchase window May 5, 2025–June 5, 2027) and to share‑price performance over May 7, 2026–May 7, 2031; vesting of those options occurs no earlier than May 7, 2029 and may be reduced if lower performance thresholds are met.
  • F4–F7: Performance‑Based Share Units (PSUs) are contingent rights to receive ordinary shares, earned based on three‑year performance periods and vesting on Feb 28 of 2027, 2028 or 2029 depending on the grant tranche.
• Filing timeliness: Filed one day after the grant date (within standard Form 4 deadlines).

Context
This was a compensation grant (derivative award) rather than an open‑market buy or sale. Many of the granted units are subject to time and/or performance vesting, so they do not represent immediately tradable shares or an immediate cash outlay by the insider. The economic value that Ruben may ultimately realize depends on vesting outcomes, any exercise of options, and future share price performance.