Nomad Foods (NOMD) ties executive option grants to share purchases and price

Rhea-AI Filing Summary

Nomad Foods Limited introduced a Co-Investment and Share Option Matching Sub Plan for its board and senior leadership under its 2025 Equity Incentive Plan. The program requires participants to buy and hold company shares with their own capital to unlock matching stock options.

Initial grants include up to 5,000,000 option shares for CEO Dominic Brisby and 1,850,000 for CFO Ruben Baldew, tied to individual share purchase targets. Additional senior managers may receive up to 1,500,000 options in aggregate. Vesting depends on share price hurdles measured using a 20 day VWAP, with options exercisable between the third and fifth anniversaries of the May 7, 2026 grant date.

Key Figures

CEO maximum options: 5,000,000 shares CFO maximum options: 1,850,000 shares Co-Chairman options: 1,000,000 shares each +5 more

8 metrics

CEO maximum options 5,000,000 shares Maximum number of option shares for CEO Dominic Brisby based on targets

CFO maximum options 1,850,000 shares Maximum number of option shares for CFO Ruben Baldew based on targets

Co-Chairman options 1,000,000 shares each Maximum number of option shares for Sir Martin E. Franklin and Noam Gottesman

Additional management pool 1,500,000 shares Maximum options expected to be allocated to certain other senior managers

CEO share purchase target 500,000 shares Shares CEO must purchase and hold during purchase period

CFO share purchase target 185,000 shares Shares CFO must purchase and hold during purchase period

Option term 5 years Each option under the Matching Plan has a five year term

Exercise window Years 3-5 Options exercisable between third and fifth anniversaries of May 7, 2026 grant date

Key Terms

20 day VWAP, net settlement procedure, Change of Control, clawback provisions, +2 more

6 terms

20 day VWAP financial

"Share Price Hurdles which will be calculated based on a 20 day VWAP during the term"

net settlement procedure financial

"Any exercise of the Options under the Matching Plan for Designated Persons who are employees will be accomplished through a net settlement procedure"

Change of Control financial

"accelerated vesting on the date of any Change of Control of the Company subject to the achievement"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

clawback provisions financial

"The Option Agreements also contain an accelerated vesting on the date of any Change of Control of the Company subject to the achievement of any Share Price Hurdle at that time."

Form S-8 regulatory

"incorporated by reference into the registration statements on (i) Form S-8 filed with the Securities and Exchange Commission"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

Form F-3ASR regulatory

"Form F-3ASR filed with the Commission on March 5, 2026, which was automatically effective upon filing"

Form F-3ASR is a U.S. Securities and Exchange Commission filing that lets an eligible foreign company pre-register securities for sale to U.S. investors using the SEC’s automatic shelf process. Think of it like a pre-approved credit line: it gives the company the flexibility to raise money quickly when needed, which matters to investors because it can speed new share or bond offerings, affect supply of securities, and therefore influence share price and dilution risk.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

FORM 6-K

_______________________________________________

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 _______________________________________________

For the month of May 2026

Commission File Number: 001-37669

_______________________________________________

Nomad Foods Limited

(Translation of registrant’s name in English)

_______________________________________________

Forge, 43 Church Street West

Woking, GU21 6HT

+ (44) 208 918 3200

(Address of Principal Executive Offices)

_______________________________________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x           Form 40-F  o

Co-Investment and Share Option Matching Sub Plan

Effective as of May 5, 2026 (the “Effective Date”), Nomad Foods Limited (the “Company”) implemented a Co-Investment and Share Option Matching Sub Plan (the “Matching Plan”), under its 2025 Equity Incentive Plan (the “EIP”). The purpose of the Matching Plan is to provide an incentive to certain members of the Company’s board of directors and senior leadership team to maintain and/or increase their existing ownership of ordinary shares of the Company through the investment of their own capital and receive a grant of options to purchase additional ordinary shares, the value of which is directly linked to the Company’s ordinary share price performance (“Options”). The program is designed to attract and retain top-tier leadership talent while ensuring that their interests are aligned with the Company’s shareholders.

The initial participants in the Matching Plan include the Company’s Chief Executive Officer, Chief Financial Officer, each of the Co-Chairmen and certain other members of senior management (the “Designated Persons”). Each Designated Person has been granted an Option to purchase the maximum number of ordinary shares set forth in the table below, with the maximum number of ordinary shares subject to such Option based on the requirement that such Designated Person purchases and holds a specified number of ordinary shares (“Share Purchase Target”) during the purchase period beginning one year before, and ending 13 months after, the Effective Date (the “Purchase Period”). A maximum of up to 1,500,000 Options is expected to be allocated to certain other members of senior management based on the Share Price Target and Share Price Hurdles set forth in the table below (the “Share Price Hurdles”). If any Designated Person purchases less than the Share Purchase Target, the number of ordinary shares subject to the Designated Person’s Option will be reduced on a pro rata basis.

Each Option granted under the Matching Plan will have a five year term, will vest based upon the achievement of the Share Price Hurdles and the vested portion of which will be exercisable between the third anniversary and the fifth anniversary of the Grant Date (the “Exercise Period”). Any exercise of the Options under the Matching Plan for Designated Persons who are employees will be accomplished through a net settlement procedure, such that upon exercise, the Company issues shares net of the exercise price and any related withholding taxes. For those Designated Persons who are not employees, upon exercise of their Options, they will receive the gross number of shares and be responsible for paying their own taxes.

Participants and Share Price Hurdles

Designated Person			Share Purchase Target			Maximum Number of Option Shares Issuable Under the Applicable Award Agreement			Share Price Hurdle(s)			Percentage of Option Shares Exercisable			Maximum Number of Option Shares Exercisable
Dominic Brisby			500,000			5,000,000			Less than $16.00			0			0
									At least $16.00 but less than $17.50			20%			1,000,000
									At least $17.50 but less than $20.00			50%			2,500,000
									At least $20.00 but less than $22.50			75%			3,750,000
									At least $22.50 but less than $25.00			87.5%			4,375,000
									$25.00 or more			100%			5,000,000
Ruben Baldew			185,000			1,850,000			Less than $16.00			0			0
									At least $16.00 but less than $17.50			20%			370,000
									At least $17.50 but less than $20.00			50%			925,000
									At least $20.00 but less than $22.50			75%			1,387,500
									At least $22.50 but less than $25.00			87.5%			1,618,750
									$25.00 or more			100%			1,850,000
Sir Martin E. Franklin			500,000			1,000,000			Less than $20.00			0			0
									$20.00 or more			100%			1,000,000
Noam Gottesman			500,000			1,000,000			Less than $20.00			0			0
									$20.00 or more			100%			1,000,000
Additional Designated Persons			Aggregate of 300,000			Aggregate of 1,500,000			Less than $16.00			0			0
									At least $16.00 but less than $17.50			20%			600,000
									$17.50 or more			100%			1,500,000

The initial Options under the Matching Plan were granted on May 7, 2026 (the “Grant Date”) with an exercise price equal to the closing share price on that day (and assuming satisfaction of the Share Purchase Target during the Purchase Period). As stated above, the number of shares available to be purchased under the Option (i.e., that will vest) will depend on the achievement of the Share Price Hurdles which will be calculated based on a 20 day VWAP during the term of the Option. If at any time during the term of the Option, the 20 day VWAP reaches a Share Price Hurdle, the target will be considered achieved for that Share Price Hurdle and, as a result, the percentage of shares subject to the Option will vest at that time (as set forth in more detail in the table above). If, at a later date, a higher further Share Price Hurdle is achieved, that will be considered the achievement and, as a result, that percentage of shares subject to the Option will vest at that time. Although no Option will be exercisable prior to the third anniversary of the Grant Date, the vesting price target can be achieved before this date. Once the third anniversary has passed, and provided that the Designated Person has remained in Continuous Service until that point (except in limited circumstances), each Designated Person can then exercise the vested portion of their Option at any time during the Exercise Period, and they can also choose to exercise twice in the two-year period, 50% each time.

The individual award agreements governing the Options (the “Option Agreements”) contain customary termination, lock-up and clawback provisions usually included in agreements of this nature. The Option Agreements also contain an accelerated vesting on the date of any Change of Control of the Company subject to the achievement of any Share Price Hurdle at that time.

This Report on Form 6-K is hereby incorporated by reference into the registration statements on (i) Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2016 (File No. 333-211095), (ii) Form F-3, initially filed with the Commission on March 30, 2017 and declared effective on May 2, 2017 (File No. 333-217044), (iii) Form S-8 filed with the Commission on June 16, 2025 (File No. 333-288081) and (iv) Form F-3ASR filed with the Commission on March 5, 2026, which was automatically effective upon filing with the Commission (File No. 333-294059).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NOMAD FOODS LIMITED
By:						/s/ Dominic Brisby
Name:						Dominic Brisby
Title:						Chief Executive Officer

Dated: May 8, 2026

FAQ

What is Nomad Foods (NOMD) new Co-Investment and Share Option Matching Sub Plan?

Nomad Foods’ new Matching Plan lets senior leaders invest their own money in company shares and receive stock options whose value depends on the share price. It aims to align leadership incentives with shareholders under the company’s 2025 Equity Incentive Plan.

Who participates in Nomad Foods (NOMD) Matching Plan and how many options can they receive?

Initial participants include the CEO, CFO, both Co‑Chairmen and certain senior managers. The CEO can receive up to 5,000,000 option shares, the CFO up to 1,850,000, each Co‑Chairman up to 1,000,000, and additional managers an aggregate of up to 1,500,000 options.

How do the share price hurdles work in Nomad Foods (NOMD) Matching Plan?

Vesting depends on achieving specified share price hurdles based on a 20 day VWAP. For example, the CEO’s options vest in tiers starting at $16.00 per share and reach 100% vesting once the share price is $25.00 or more during the option term.

When can Nomad Foods (NOMD) Matching Plan options vest and be exercised?

Options vest whenever a share price hurdle is achieved during their term, but cannot be exercised before the third anniversary of the May 7, 2026 grant date. Vested options are then exercisable until the fifth anniversary, generally allowing up to two exercises at 50% each.

What are the share purchase targets in Nomad Foods (NOMD) Matching Plan?

Each participant must meet a share purchase target over a period starting one year before and ending 13 months after May 5, 2026. For instance, the CEO’s target is 500,000 shares; buying less reduces the number of option shares on a pro rata basis.

How are taxes and settlements handled under Nomad Foods (NOMD) Matching Plan options?

For employee participants, exercises use net settlement so the company issues shares after deducting the exercise price and withholding taxes. Non‑employee participants receive the gross number of shares on exercise and are responsible for paying their own taxes directly.