Nomad Foods Ltd 6-K, filed May 7, 2026
Nomad Foods Ltd (NOMD)
6-K
2026-05-07
For: 2026-03-31
View Original
Added on
May 07, 2026
About this 6-K
Nomad Foods Ltd filed this 6-K on May 7, 2026.
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
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Financial Results
On May 7, 2026, Nomad Foods Limited (the “Company”) issued a press release announcing its financial results for the three month period ended March 31, 2026 (“1Q 2026”). The press release is furnished as Exhibit 99.1 to this Report on Form 6-K. The Company also issued Condensed Consolidated Interim Financial Statements for 1Q 2026. The Condensed Consolidated Interim Financial Statements for 1Q 2026 are filed as Exhibit 99.2 to this Report on Form 6-K and are 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/ Ruben Baldew | |||||||
| Name: | Ruben Baldew | |||||||
| Title: | Chief Financial Officer | |||||||
Dated: May 7, 2026
Exhibit Index
| Exhibit Number | Exhibit Title | |||||||
| Press Release issued by Nomad Foods Limited on May 7, 2026 relating to the Company’s financial results for the three month period ended March 31, 2026. | ||||||||
| Condensed Consolidated Interim Financial Statements (unaudited) for the three months ended March 31, 2026. | ||||||||
Exhibit 99.1
Nomad Foods Reports First Quarter 2026 Financial Results
Management reiterated full year Organic Sales and Adjusted EBITDA guidance while raising its Adjusted EPS outlook
Meaningful progress towards reshaping the organization and recruiting top-tier talent during the quarter
WOKING, England - May 7, 2026 - Nomad Foods Limited (NYSE: NOMD), today reported financial results for the three month periods ended March 31, 2026.
Key operating metrics and financial performance for the first quarter 2026, when compared to the first quarter 2025, include:
•Reported Revenue decreased 5.9% to €715 million; Organic revenue declined 5.3% with a volume decline of 4.4%
•Gross margin contracted 210 bps
•Profit decreased 12% to €29 million, Adjusted EBITDA decreased 22.9% to €93 million
•Reported Diluted EPS decreased 5.0% to €0.20; Adjusted EPS decreased 34.3% to €0.23
Management Comments
Dominic Brisby, Nomad Foods’ Chief Executive Officer, stated, "We made meaningful progress strengthening our foundation while delivering healthy Adjusted Free Cash Flow in the first quarter. Since the beginning of the year, we have successfully secured our planned level of price increases, realigned order patterns by eliminating inefficient quarter‑end sales incentives, and reshaped the organization while recruiting top‑tier talent. During the quarter we announced two new Regional Presidents reporting directly to me and earlier today we announced a new Chief Marketing Officer. Over the past several months, we have also conducted a comprehensive review of our growth opportunities, and I am increasingly excited about Nomad Foods’ potential to deliver accelerating growth and create long‑term shareholder value. We look forward to outlining the strategy underpinning this optimism at our Analyst and Investor Day in New York City this fall."
Noam Gottesman, Nomad Foods’ Co-Chairman and Founder, commented, “I am very encouraged by the pace and decisiveness with which Dominic and his team are strengthening the foundation for growth at Nomad Foods. Our market advantages are increasingly evident, with accelerating category growth and resilient demand for our brands during the quarter. I am confident the company is positioned to deliver a step‑change in growth as the new leadership team transforms the culture and advances its expansion initiatives. I believe investors will share my enthusiasm for Nomad Foods’ potential when we outline these plans later this year."
First Quarter 2026 results compared to First Quarter of 2025
•Revenue decreased 5.9% to €715 million. Organic revenue decreased by 5.3% and was driven by a volume decline of 4.4% and price/mix decline of 0.9%, driven by unfavorable mix.
•Gross profit decreased 13.2% to €184 million. Gross margin decreased 210 basis points to 25.7% due primarily to supply chain inflation headwinds and the timing of price increases.
•Adjusted operating expenses decreased 0.2% to €115 million.
•Adjusted EBITDA decreased 22.9% to €93 million due to the aforementioned factors and Adjusted Profit for the period decreased 40% to €32 million.
•Adjusted EPS decreased by €0.12 to €0.23 reflecting the decrease in Adjusted Profit for the period and fewer shares outstanding. Reported Diluted EPS decreased €0.01 to €0.20.
2026 Guidance
For the full year 2026, the Company continues to expect organic revenue to decline by 2%-5% and Adjusted EBITDA to decline by 5%-10%. Adjusted EPS is now expected to be €1.47-€1.62, versus prior guidance of €1.45-€1.60, due to incremental share repurchase activity during the first quarter. Based on USD/EUR exchange rate as of April 30, 2026, this translates into 2026 Adjusted EPS of $1.72-$1.90. The Company also continues to expect full year Adjusted Free Cash Flow conversion of 90% or greater.
1
Conference Call and Webcast
A pre-recorded management discussion of Nomad Foods' first quarter 2026 earnings and accompanying presentation is available at www.nomadfoods.com under Investor Relations. The Company will host a live question-and-answer session to discuss these results today, Thursday, May 7, 2026 at 1:30 p.m. BST (8:30 a.m. Eastern Standard Time). To participate on the live call listeners in North America may dial +1-877-451-6152 and international listeners may dial +1-201-389-0879. The call is also being webcast and can be accessed at the Nomad Foods website at www.nomadfoods.com under Investor Relations. A replay of the conference call will be available on the Company website for two weeks following the event and can be accessed by listeners in North America by dialing +
1-844-512-2921 and by international listeners by dialing +1-412-317-6671; the replay pin number is 13759816.
Enquiries
Investor Relations Contact
Jason English
investorrelations@nomadfoods.com
Media Contact
Oliver Thomas, Head of Corporate Affairs
Oliver.Thomas@nomadfoods.com
Oliver Thomas, Head of Corporate Affairs
Oliver.Thomas@nomadfoods.com
About Nomad Foods
Nomad Foods (NYSE: NOMD) is Europe’s leading frozen food company. The Company’s portfolio of iconic brands, which includes Birds Eye, Findus, iglo, Ledo and Frikom, have been a part of consumers’ meals for generations, standing for great tasting food that is convenient, high quality and nutritious. Nomad Foods is headquartered in the United Kingdom. Additional information may be found at www.nomadfoods.com.
Non-IFRS Financial Information
Nomad Foods is presenting Adjusted and Organic financial information, which is considered non-IFRS financial information, for the three months ended March 31, 2026 and for comparative purposes, the three months ended March 31, 2025.
Adjusted financial information for the three months ended March 31, 2026 and 2025 presented in this press release reflects the historical reported financial statements of Nomad Foods, adjusted primarily for, when they occur, share based payment expenses and related employer payroll taxes, non-operating M&A related costs, acquisition purchase price adjustments, exceptional items and foreign currency translation charges/gains.
Adjusted EBITDA is profit or loss for the period before taxation, net financing costs, depreciation and amortization, adjusted to exclude, when they occur, the impacts of exited markets, acquisition purchase price adjustments and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges and other unusual or non-recurring items. In addition, we exclude other adjustments such as the impact of share based payment expenses and related employer payroll taxes, and non-operating M&A related costs, because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. The Company believes Adjusted EBITDA provides important comparability of underlying operating results, allowing investors and management to assess operating performance on a consistent basis.
Adjusted EBITDA should not be considered as an alternative to profit/(loss) for the period, determined in accordance with IFRS, as an indicator of the Company’s operating performance.
Adjusted Profit for the period is defined as profit for the period excluding, when they occur, the impacts of exited markets, acquisition purchase price adjustments and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges, net financing income/(cost) on amendment of terms of debt, interest cost on tax relating to legacy tax audits, foreign exchange translation gains/(losses), foreign exchange gains/(losses) on derivatives, hedge ineffectiveness on cross currency and interest rate swaps, as well as certain other items considered unusual or non-recurring in nature. In addition, we exclude other adjustments such as the impact of share based payment expenses and related employer payroll taxes, and non-operating M&A related costs, because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. The Company believes Adjusted Profit for the period provides important comparability of underlying operating results, allowing investors and management to assess operating performance on a consistent basis.
Adjusted EPS is defined as diluted earnings per share excluding, when they occur, the impacts of exited markets, acquisition purchase
price adjustments and exceptional items such as restructuring charges, goodwill and intangible asset impairment charges, net financing income/(cost) on amendment of terms of debt, interest cost on tax relating to legacy tax audits, foreign exchange translation gains/(losses), foreign exchange gains/(losses) on derivatives, certain one-time credits on the recognition of deferred tax assets, as well as certain other items considered unusual or non-recurring in nature. In addition, we exclude other adjustments such as the impact of share based payment expenses and related employer payroll taxes, and non-operating M&A related costs, because we do not believe
2
they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance. The Company believes Adjusted EPS provides important comparability of underlying operating results, allowing investors and management to assess operating performance on a consistent basis.
Organic revenue growth/(decline) is an adjusted measurement of our operating results. The comparison for the three months ended March 31, 2026 and 2025 presented in this press release takes into consideration only those activities that were in effect during both time periods. Organic revenue growth/(decline) reflects reported revenue adjusted for currency translation and non-comparable trading items such as expansion, acquisitions, disposals, closures, trading day impacts or any other event that artificially impacts the comparability of our results period over period.
Adjustments for currency translation are calculated by translating data of the current and comparative periods using a budget foreign exchange rate that is set once a year as part of the Company's internal annual forecast process.
Adjusted Free Cash Flow is the amount of cash generated from operating activities less cash flows related to exceptional items (as described above), non-operating M&A related costs and working capital movements on employer taxes associated with share based payment awards, plus capital expenditure (on property, plant and equipment and intangible assets), net interest paid, proceeds/(payments) on settlement of derivatives where hedge accounting is not applied and payments of lease liabilities. Adjusted free cash flow reflects cash flows that could be used for payment of dividends, repayment of debt or to fund acquisitions or other strategic objectives.
Adjusted Free Cash flow conversion is Adjusted Free Cash Flow as a percentage of Adjusted Profit for the period.
Adjusted and Organic non-IFRS financial information should be read in conjunction with the unaudited financial statements of Nomad Foods included in this press release as well as the historical financial statements of the Company previously filed with the SEC.
Nomad Foods believe its non-IFRS financial measures provide an important additional measure with which to monitor and evaluate the Company’s ongoing financial results, as well as to reflect its acquisitions. Nomad Foods’ calculation of these financial measures may be different from the calculations used by other companies and comparability may therefore be limited. The Adjusted and Organic financial information presented herein is based upon certain assumptions that Nomad Foods believes to be reasonable and is presented for informational purposes only and is not necessarily indicative of any anticipated financial position or future results of operations that the Company will experience. You should not consider the Company’s non-IFRS financial measures an alternative or substitute for the Company’s reported results and are cautioned not to place undue reliance on these results and information as they may not be representative of our actual or future results as a Company.
Please see on pages 7 to 10, the non-IFRS reconciliation tables attached hereto and the schedules accompanying this release for an explanation and reconciliation of the Adjusted and Organic financial information to the most directly comparable IFRS measure. The
Company is unable to reconcile, without unreasonable efforts, Organic Growth, Adjusted EBITDA and Adjusted EPS guidance to the most directly comparable IFRS measure.
3
Nomad Foods Limited As Reported
Condensed Consolidated Interim Statements of Profit or Loss (unaudited)
Three months ended March 31, 2026 and March 31, 2025
| Three months ended March 31, 2026 | Three months ended March 31, 2025 | ||||||||||
| €m | €m | ||||||||||
| Revenue | 715.2 | 760.1 | |||||||||
| Cost of sales | (531.6) | (548.5) | |||||||||
| Gross profit | 183.6 | 211.6 | |||||||||
| Other operating expenses | (117.0) | (120.7) | |||||||||
| Exceptional items | (9.9) | (17.1) | |||||||||
| Operating profit | 56.7 | 73.8 | |||||||||
| Finance income | 7.5 | 1.5 | |||||||||
| Finance costs | (28.9) | (35.6) | |||||||||
| Net financing costs | (21.4) | (34.1) | |||||||||
| Profit before tax | 35.3 | 39.7 | |||||||||
| Taxation | (6.4) | (7.0) | |||||||||
| Profit for the period | 28.9 | 32.7 | |||||||||
| Basic and diluted earnings per share in € | 0.20 | 0.21 | |||||||||
4
Nomad Foods Limited As Reported
Condensed Consolidated Interim Statements of Financial Position
As at March 31, 2026 (unaudited) and December 31, 2025 (audited)
| As at March 31, 2026 | As at December 31, 2025 | ||||||||||
| €m | €m | ||||||||||
| Non-current assets | |||||||||||
| Goodwill | 2,105.0 | 2,104.7 | |||||||||
| Intangible assets | 2,462.1 | 2,463.8 | |||||||||
| Property, plant and equipment | 592.0 | 595.2 | |||||||||
| Other non-current assets | 7.4 | 7.0 | |||||||||
| Derivative financial instruments | 3.3 | 0.4 | |||||||||
| Deferred tax assets | 15.3 | 17.1 | |||||||||
| Total non-current assets | 5,185.1 | 5,188.2 | |||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | 282.5 | 324.8 | |||||||||
| Inventories | 443.2 | 440.6 | |||||||||
| Trade and other receivables | 398.1 | 350.8 | |||||||||
| Current tax receivable | 25.3 | 26.1 | |||||||||
| Derivative financial instruments | 5.0 | 4.5 | |||||||||
| Total current assets | 1,154.1 | 1,146.8 | |||||||||
| Total assets | 6,339.2 | 6,335.0 | |||||||||
| Current liabilities | |||||||||||
| Trade and other payables | 817.5 | 794.9 | |||||||||
| Current tax payable | 190.4 | 193.4 | |||||||||
| Provisions | 27.9 | 27.6 | |||||||||
| Loans and borrowings | 35.2 | 32.6 | |||||||||
| Derivative financial instruments | 13.3 | 19.4 | |||||||||
| Total current liabilities | 1,084.3 | 1,067.9 | |||||||||
| Non-current liabilities | |||||||||||
| Loans and borrowings | 2,266.1 | 2,258.6 | |||||||||
| Employee benefits | 137.4 | 138.4 | |||||||||
| Other non-current liabilities | 0.4 | 0.4 | |||||||||
| Provisions | 1.3 | 1.4 | |||||||||
| Derivative financial instruments | 91.5 | 112.2 | |||||||||
| Deferred tax liabilities | 259.9 | 259.3 | |||||||||
| Total non-current liabilities | 2,756.6 | 2,770.3 | |||||||||
| Total liabilities | 3,840.9 | 3,838.2 | |||||||||
| Net assets | 2,498.3 | 2,496.8 | |||||||||
| Equity attributable to equity holders | |||||||||||
| Share capital and capital reserve | 1,110.6 | 1,134.3 | |||||||||
| Share-based compensation reserve | 18.3 | 16.9 | |||||||||
| Translation reserve | 103.2 | 102.4 | |||||||||
| Other reserves | (0.1) | (12.9) | |||||||||
| Retained earnings | 1,266.3 | 1,256.1 | |||||||||
| Total equity | 2,498.3 | 2,496.8 | |||||||||
5
Nomad Foods Limited As Reported
Condensed Consolidated Interim Statements of Cash Flows (unaudited)
For the three months ended March 31, 2026 and the three months ended March 31, 2025
| For the three months ended March 31, 2026 | For the three months ended March 31, 2025 | ||||||||||
| €m | €m | ||||||||||
| Cash flows from operating activities | |||||||||||
| Profit for the period | 28.9 | 32.7 | |||||||||
| Adjustments for: | |||||||||||
| Exceptional items | 9.9 | 17.1 | |||||||||
| Share based payment expense | 1.6 | 3.6 | |||||||||
| Depreciation and amortization | 24.3 | 24.0 | |||||||||
| Loss on disposal and impairment of property, plant and equipment | 1.0 | 0.3 | |||||||||
| Net finance costs | 21.4 | 34.1 | |||||||||
| Other operating cash flow adjustments | — | 0.5 | |||||||||
| Taxation | 6.4 | 7.0 | |||||||||
Operating cash flow before changes in working capital, provisions and exceptional items | 93.5 | 119.3 | |||||||||
| Increase in inventories | (4.0) | (23.4) | |||||||||
| Increase in trade and other receivables | (47.1) | (51.9) | |||||||||
| Increase in trade and other payables | 18.7 | 32.3 | |||||||||
| (Decrease)/increase in employee benefits and other provisions | (1.8) | 0.6 | |||||||||
| Cash generated from operations before tax and exceptional items | 59.3 | 76.9 | |||||||||
| Payments relating to exceptional items | (12.1) | (14.4) | |||||||||
| Tax paid | (8.9) | (11.9) | |||||||||
| Net cash generated from operating activities | 38.3 | 50.6 | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchase of property, plant and equipment and intangibles | (21.0) | (18.7) | |||||||||
| Interest received | 1.0 | 1.2 | |||||||||
| Net cash used in investing activities | (20.0) | (17.5) | |||||||||
| Cash flows from financing activities | |||||||||||
| Repurchase of ordinary shares | (23.7) | (48.9) | |||||||||
| Payments related to shares withheld for taxes | (0.2) | — | |||||||||
| Payment of lease liabilities | (8.1) | (8.2) | |||||||||
| Dividends paid | (20.6) | (25.3) | |||||||||
| Payment of financing fees | (0.5) | — | |||||||||
| Interest paid | (10.8) | (28.1) | |||||||||
| Net cash used in financing activities | (63.9) | (110.5) | |||||||||
| Net decrease in cash and cash equivalents | (45.6) | (77.4) | |||||||||
| Cash and cash equivalents at beginning of period | 324.8 | 403.3 | |||||||||
| Effect of exchange rate fluctuations | 3.3 | 3.9 | |||||||||
| Cash and cash equivalents at end of period | 282.5 | 329.8 | |||||||||
6
Nomad Foods Limited
Reconciliation of Non-IFRS Financial Measures
(In € millions, except per share data)
The following table reconciles adjusted financial information for the three months ended March 31, 2026 to the reported results of Nomad Foods for such period.
Statement of Profit or Loss (unaudited), as adjusted
Three Months Ended March 31, 2026
| € in millions, except per share data | As reported for the three months ended March 31, 2026 | Adjustments | As adjusted for the three months ended March 31, 2026 | ||||||||||||||||||||
| Revenue | 715.2 | — | 715.2 | ||||||||||||||||||||
| Cost of sales | (531.6) | — | (531.6) | ||||||||||||||||||||
| Gross profit | 183.6 | — | 183.6 | ||||||||||||||||||||
| Other operating expenses | (117.0) | 1.7 | (a) | (115.3) | |||||||||||||||||||
| Exceptional items | (9.9) | 9.9 | (b) | — | |||||||||||||||||||
| Operating profit | 56.7 | 11.6 | 68.3 | ||||||||||||||||||||
| Finance income | 7.5 | (6.8) | 0.7 | ||||||||||||||||||||
| Finance costs | (28.9) | — | (28.9) | ||||||||||||||||||||
| Net financing costs | (21.4) | (6.8) | (c) | (28.2) | |||||||||||||||||||
| Profit before tax | 35.3 | 4.8 | 40.1 | ||||||||||||||||||||
| Taxation | (6.4) | (1.4) | (d) | (7.8) | |||||||||||||||||||
| Profit for the period | 28.9 | 3.4 | 32.3 | ||||||||||||||||||||
| Weighted average shares outstanding in millions - basic | 141.8 | 141.8 | |||||||||||||||||||||
| Basic earnings per share | 0.20 | 0.23 | |||||||||||||||||||||
| Weighted average shares outstanding in millions - diluted | 142.0 | 142.0 | |||||||||||||||||||||
| Diluted earnings per share | 0.20 | 0.23 | |||||||||||||||||||||
(a)Represents share based payment charge including employer payroll taxes of €1.4 million and non-operating M&A transaction costs of €0.3 million.
(b)Represents exceptional items which management believes are non-recurring and do not have a continuing impact. See Note 5, Exceptional items, within ‘Exhibit 99.2 - Condensed Consolidated Interim Financial Statements’ for a detailed list of exceptional items.
(c)Represents elimination of €2.6 million of foreign exchange translation gains and €4.2 million of hedge ineffectiveness gains on cross currency and interest rate swaps.
(d)Represents tax impact of the above at the applicable tax rate for each adjustment, determined by the nature of the item and the jurisdiction in which it arises.
7
Nomad Foods Limited
Reconciliation of Non-IFRS Financial Measures (continued)
The following table reconciles adjusted financial information for the three months ended March 31, 2025 to the reported results of Nomad Foods for such period.
Statement of Profit or Loss (unaudited), as adjusted
Three Months Ended March 31, 2025
| € in millions, except per share data | As reported for the three months ended March 31, 2025 | Adjustments | As adjusted for the three months ended March 31, 2025 | ||||||||||||||||||||
| Revenue | 760.1 | — | 760.1 | ||||||||||||||||||||
| Cost of sales | (548.5) | — | (548.5) | ||||||||||||||||||||
| Gross profit | 211.6 | — | 211.6 | ||||||||||||||||||||
| Other operating expenses | (120.7) | 5.2 | (a) | (115.5) | |||||||||||||||||||
| Exceptional items | (17.1) | 17.1 | (b) | — | |||||||||||||||||||
| Operating profit | 73.8 | 22.3 | 96.1 | ||||||||||||||||||||
| Finance income | 1.5 | — | 1.5 | ||||||||||||||||||||
| Finance costs | (35.6) | 4.6 | (31.0) | ||||||||||||||||||||
| Net financing costs | (34.1) | 4.6 | (c) | (29.5) | |||||||||||||||||||
| Profit before tax | 39.7 | 26.9 | 66.6 | ||||||||||||||||||||
| Taxation | (7.0) | (6.0) | (d) | (13.0) | |||||||||||||||||||
| Profit for the period | 32.7 | 20.9 | 53.6 | ||||||||||||||||||||
| Weighted average shares outstanding in millions - basic | 154.6 | 154.6 | |||||||||||||||||||||
| Basic earnings per share | 0.21 | 0.35 | |||||||||||||||||||||
Weighted average shares outstanding in millions - diluted | 154.8 | 154.8 | |||||||||||||||||||||
| Diluted earnings per share | 0.21 | 0.35 | |||||||||||||||||||||
(a)Represents share based payment charge including employer payroll taxes of €4.9 million and non-operating M&A transaction costs of €0.3 million.
(b)Represents exceptional items which management believes are non-recurring and do not have a continuing impact. See Note 5, Exceptional items, within ‘Exhibit 99.2 - Condensed Consolidated Interim Financial Statements’ for a detailed list of exceptional items.
(c)Elimination of €4.6 million of foreign exchange translation losses.
(d)Represents tax impact of the above at the applicable tax rate for each adjustment, determined by the nature of the item and the jurisdiction in which it arises.
8
Nomad Foods Limited
Reconciliation of Non-IFRS Financial Measures (continued)
The following table reconciles Adjusted EBITDA to the reported results of Nomad Foods for each period.
Adjusted EBITDA (unaudited)
| Three months ended | |||||||||||||||||||||||
| € in millions | March 31, 2026 | March 31, 2025 | |||||||||||||||||||||
| Profit for the period | 28.9 | 32.7 | |||||||||||||||||||||
| Taxation | 6.4 | 7.0 | |||||||||||||||||||||
| Net financing costs | 21.4 | 34.1 | |||||||||||||||||||||
| Depreciation & amortization | 24.3 | 24.0 | |||||||||||||||||||||
Exceptional items (a) | 9.9 | 17.1 | |||||||||||||||||||||
Other add-backs (b) | 1.7 | 5.2 | |||||||||||||||||||||
| Adjusted EBITDA | 92.6 | 120.1 | |||||||||||||||||||||
| Revenue | 715.2 | 760.1 | |||||||||||||||||||||
Adjusted EBITDA margin (c) | 12.9 | % | 15.8 | % | |||||||||||||||||||
(a)Adjustment to add back exceptional items. See Note 5, Exceptional items, within ‘Exhibit 99.2 - Condensed Consolidated Interim Financial Statements’ for a detailed list of exceptional items.
(b)Represents the elimination of share-based payment charges including employer payroll taxes for the three month period to March 31, 2026 of €1.4 million (2025: €4.9 million), as well as the elimination of non-operating M&A transaction costs for the three month period to March 31, 2026 of €0.3 million (2025: €0.3 million). We exclude these costs because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance.
(c)Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenue.
9
Nomad Foods Limited
Reconciliation of Non-IFRS Financial Measures (continued)
Reconciliation from reported to organic revenue growth/(decline)
The following table is a reconciliation of reported revenue growth to Organic Revenue Growth for the three month period ended March 31, 2026.
Year on Year Growth - March 31, 2026 compared with March 31, 2025:
| Three months ended March 31, 2026 | |||||||||||
| YoY change | |||||||||||
| Reported Revenue Growth | (5.9) | % | |||||||||
| Of which: | |||||||||||
| Organic Revenue Growth | (5.3) | % | |||||||||
| Translational FX (a) | (0.6) | % | |||||||||
| Total | (5.9) | % | |||||||||
(a)Translational FX is calculated by translating data of the current and comparative periods using a budget foreign exchange rate that is set once a year as part of the Company's internal annual forecast process.
10
Forward-Looking Statements
Forward-Looking Statements and Disclaimers
Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts, including the Company’s expectations regarding (i) its future operating and financial performance, including its 2026 guidance with respect to organic revenue growth, Adjusted EBITDA growth, adjusted free cash flow conversion, Adjusted EPS, and Adjusted EPS growth; (ii) its growth and efficiency initiatives, including with respect to its innovation and renovation initiatives, (iii) its ability to deliver accelerating growth and create long-term shareholder value; (iv) its growth strategy; (v) its portfolio’s ability to remain well positioned for consumer trends; and (vii) its new leadership’s ability to improve the Company's results and growth.
These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including: (i) the Company’s ability to effectively mitigate factors that negatively impact its supply of raw materials, including the conflict in Ukraine and climate-related factors beyond the Company’s control; (ii) the Company’s ability to successfully mitigate inflationary changes in the market; (iii) the Company’s ability to successfully identify suitable acquisition targets and adequately evaluate the potential performance of such acquisition targets; (iv) the Company’s ability to successfully implement its strategies (including its M&A strategy) and strategic initiatives and to recognize the anticipated benefits of such strategic initiatives; (v) innovations introduced to the markets and the Company’s ability to accurately forecast the brands’ performance; (vi) the Company’s ability to effectively compete in its markets; (vii) changes in consumer preferences, such as meat substitutes, and the Company’s failure to anticipate and respond to such changes or to successfully develop and renovate products; (viii) the effects of reputational damage from unsafe or poor quality food products; (ix) the risk that securities markets will react negatively to actions by the Company; (x) the adequacy of the Company’s cash resources to achieve its anticipated growth agenda; (xi) increases in operating costs, including labor costs, and the Company’s ability to manage its cost structure; (xii) fluctuations in the availability of food ingredients and packaging materials that the Company uses in its products; (xiii) the Company’s ability to protect its brand names and trademarks; (xiv) the Company’s ability to prevent, or remediate, any future cybersecurity incidents; (xv) loss of the Company’s financial arrangements with respect to receivables factoring; (xvi) the loss of any of the Company’s major customers or a decrease in demand for its products; (xvii) economic conditions that may affect the Company’s future performance including exchange rate fluctuations; (xviii) the Company’s ability to successfully interpret and respond to key industry trends and to realize the expected benefits of its responsive actions; (xix) the Company’s failure to comply with, and liabilities related to, environmental, health and safety laws and regulations; (xx) changes in applicable laws or regulations; (xxi) the Company’s ability to remediate any material weaknesses in its internal control over financial reporting; (xxii) the Company’s ability to effectively execute its comprehensive value creation plan and other strategic initiatives; (xxiii) the Company’s ability to hire, retain and motivate key employees and top tier talent; and (xxiv) the other risks and uncertainties disclosed in the Company’s public filings and any other public disclosures by the Company. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This press release and referenced conference call are provided for informational purposes only and do not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this press release or on the referenced conference call in any jurisdiction in contravention of applicable law.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.
11
| March 31, 2026 | December 31, 2025 | ||||||||||
| €m | €m | ||||||||||
| Cash and cash equivalents | 282.5 | 324.8 | |||||||||
| March 31, 2026 | December 31, 2025 | ||||||||||
| €m | €m | ||||||||||
| Cash and cash equivalents | 282.5 | 324.8 | |||||||||
Exhibit 99.2
Nomad Foods Limited
Condensed Consolidated Interim Financial Statements (unaudited)
For the three months ended March 31, 2026
Nomad Foods Limited—Interim management report
Results for the three months ended March 31, 2026
The Company’s financial results are discussed within the press release which accompanies these unaudited condensed consolidated interim financial statements.
Liquidity review
| For the three months ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| €m | €m | ||||||||||
| Net cash generated from operating activities | 38.3 | 50.6 | |||||||||
| Net cash used in investing activities | (20.0) | (17.5) | |||||||||
| Net cash used in financing activities | (63.9) | (110.5) | |||||||||
| Net decrease in cash and cash equivalents | (45.6) | (77.4) | |||||||||
| Cash and cash equivalents at end of period | 282.5 | 329.8 | |||||||||
Cash and cash equivalents decreased during the three months ended March 31, 2026 as well as in the three months ended March 31, 2025.
Net cash generated from operating activities decreased by €12.3 million compared to the three months ended March 31, 2025 driven by a decrease in profit after tax of €3.8 million. Within this, the net cash outflow from changes in working capital was €34.2 million in the three months ended March 31, 2026, compared to €42.4 million in the three months ended March 31, 2025. This was against a reduction in cash outflows from exceptional items of €12.1 million in the three months ended March 31, 2026, compared to €14.4 million in the three months ended March 31, 2025, and a decrease in cash outflows for payments of tax of €8.9 million in the three months ended March 31, 2026, compared to €11.9 million in the three months ended March 31, 2025.
Net cash used in investing activities increased by €2.5 million compared to the three months ended March 31, 2025. Payments for property, plant and equipment and intangibles of €21.0 million were offset by interest received of €1.0 million in the three months ended March 31, 2026, compared to payments for property, plant and equipment and intangibles of €18.7 million, offset by €1.2 million interest received in the three months ended March 31, 2025.
Net cash used in financing activities decreased by €46.6 million compared to the three months ended March 31, 2025. The net cash outflow in the three months ended March 31, 2026 included payments for the repurchase of ordinary shares of €23.7 million, interest payments of €10.8 million, dividend payments of €20.6 million, and lease payments of €8.1 million. The net cash outflow in the three months ended March 31, 2025 included payments for the repurchase of ordinary shares of €48.9 million, interest payments of €28.1 million, dividend payments of €25.3 million, and lease payments of €8.2 million.
2
Nomad Foods Limited—Condensed Consolidated Interim Statements of Financial Position
As of March 31, 2026 (unaudited) and December 31, 2025 (audited)
| March 31, 2026 | December 31, 2025 | ||||||||||||||||
| Note | €m | €m | |||||||||||||||
| Non-current assets | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Intangible assets | |||||||||||||||||
| Property, plant and equipment | |||||||||||||||||
| Other non-current assets | |||||||||||||||||
| Derivative financial instruments | 9 | ||||||||||||||||
| Deferred tax assets | |||||||||||||||||
| Total non-current assets | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||
| Inventories | |||||||||||||||||
| Trade and other receivables | |||||||||||||||||
| Current tax receivable | |||||||||||||||||
| Derivative financial instruments | 9 | ||||||||||||||||
| Total current assets | |||||||||||||||||
| Total assets | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Trade and other payables | |||||||||||||||||
| Current tax payable | |||||||||||||||||
| Provisions | 10 | ||||||||||||||||
| Loans and borrowings | 9 | ||||||||||||||||
| Derivative financial instruments | 9 | ||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Non-current liabilities | |||||||||||||||||
| Loans and borrowings | 9 | ||||||||||||||||
| Employee benefits | 11 | ||||||||||||||||
| Other non-current liabilities | |||||||||||||||||
| Provisions | 10 | ||||||||||||||||
| Derivative financial instruments | 9 | ||||||||||||||||
| Deferred tax liabilities | |||||||||||||||||
| Total non-current liabilities | |||||||||||||||||
| Total liabilities | |||||||||||||||||
| Net assets | |||||||||||||||||
| Equity attributable to equity holders | |||||||||||||||||
| Share capital and capital reserve | 13 | ||||||||||||||||
| Share based compensation reserve | 12 | ||||||||||||||||
| Translation reserve | |||||||||||||||||
| Other reserves | 13 | ( | ( | ||||||||||||||
| Retained earnings | |||||||||||||||||
| Total equity | |||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.
3
Nomad Foods Limited—Unaudited Condensed Consolidated Interim Statements of Profit or Loss
For the three months ended March 31, 2026 and March 31, 2025
| For the three months ended March 31, | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||
| Note | €m | €m | ||||||||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||
| Cost of sales | ( | ( | ||||||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Other operating expenses | ( | ( | ||||||||||||||||||||||||||||||
| Exceptional items | 5 | ( | ( | |||||||||||||||||||||||||||||
| Operating profit | ||||||||||||||||||||||||||||||||
| Finance income | 6 | |||||||||||||||||||||||||||||||
| Finance costs | 6 | ( | ( | |||||||||||||||||||||||||||||
| Net financing costs | ( | ( | ||||||||||||||||||||||||||||||
| Profit before tax | ||||||||||||||||||||||||||||||||
| Taxation | 7 | ( | ( | |||||||||||||||||||||||||||||
| Profit for the period | ||||||||||||||||||||||||||||||||
| Earnings per share | ||||||||||||||||||||||||||||||||
| Basic and diluted earnings per share | 8 | € | € | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.
4
Nomad Foods Limited—Unaudited Condensed Consolidated Interim Statements of Comprehensive Income/(Loss)
For the three months ended March 31, 2026 and March 31, 2025
| For the three months ended March 31, | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||
| Note | €m | €m | ||||||||||||||||||||||||||||||
| Profit for the period | ||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss): | ||||||||||||||||||||||||||||||||
| Actuarial gains on defined benefit pension plans | 11 | |||||||||||||||||||||||||||||||
| Taxation credit/(charge) on remeasurement of defined benefit pension plans | ( | |||||||||||||||||||||||||||||||
Items not reclassified to the Statement of Profit or Loss | ||||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | ( | |||||||||||||||||||||||||||||||
| Cash flow hedges | ( | |||||||||||||||||||||||||||||||
| Taxation (charge)/credit relating to components of other comprehensive income | ( | |||||||||||||||||||||||||||||||
Items that may be subsequently reclassified to the Statement of Profit or Loss | ( | |||||||||||||||||||||||||||||||
| Other comprehensive income/(loss) for the period, net of tax | ( | |||||||||||||||||||||||||||||||
Total comprehensive income for the period | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.
5
Nomad Foods Limited—Unaudited Condensed Consolidated Interim Statements of Changes in Equity
For the three months ended March 31, 2026
| Share capital and capital reserve | Share based compensation reserve | Translation reserve | Other reserves | Retained earnings | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Note | €m | €m | €m | €m | €m | €m | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2026 | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Profit for the period | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income for the period | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income for the period | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred hedging losses transferred to the carrying value of inventory | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Transactions with owners, recognized directly in equity: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based payment charge | 12 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | 13 | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | 13 | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of awards for settlement of tax liabilities | 12 | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total transactions with owners, recognized directly in equity | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.
6
Nomad Foods Limited—Unaudited Condensed Consolidated Interim Statements of Changes in Equity (continued)
For the three months ended March 31, 2025
| Share capital and capital reserve | Share based compensation reserve | Translation reserve | Other reserves | Retained earnings | Total equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| Note | €m | €m | €m | €m | €m | €m | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2025 | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Profit for the period | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss)/income for the period | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive (loss)/income for the period | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred hedging gains transferred to the carrying value of inventory | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Transactions with owners, recognized directly in equity: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based payment charge | 12 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of ordinary shares | 13 | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Dividends | 13 | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Reclassification of awards for settlement of tax liabilities | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total transactions with owners, recognized directly in equity | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Interim Financial Statements.
7
Nomad Foods Limited—Unaudited Condensed Consolidated Interim Statements of Cash Flows
For the three months ended March 31, 2026 and March 31, 2025
| For the three months ended March 31, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Note | €m | €m | |||||||||||||||
| Cash flows from operating activities | |||||||||||||||||
| Profit for the period | |||||||||||||||||
| Adjustments for: | |||||||||||||||||
| Exceptional items | 5 | ||||||||||||||||
| Share based payments expense | 12 | ||||||||||||||||
| Depreciation and amortization | 4 | ||||||||||||||||
| Loss on disposal and impairment of property, plant and equipment | |||||||||||||||||
| Net finance costs | 6 | ||||||||||||||||
| Other operating cash flow adjustments | |||||||||||||||||
| Taxation | 7 | ||||||||||||||||
| Operating cash flow before changes in working capital, provisions and exceptional items | |||||||||||||||||
| Increase in inventories | ( | ( | |||||||||||||||
| Increase in trade and other receivables | ( | ( | |||||||||||||||
| Increase in trade and other payables | |||||||||||||||||
| (Decrease)/increase in employee benefits and other provisions | ( | ||||||||||||||||
| Cash generated from operations before tax and exceptional items | |||||||||||||||||
| Payments relating to exceptional items | 5 | ( | ( | ||||||||||||||
| Tax paid | ( | ( | |||||||||||||||
| Net cash generated from operating activities | |||||||||||||||||
| Cash flows from investing activities | |||||||||||||||||
Purchase of property, plant and equipment and intangible assets | ( | ( | |||||||||||||||
| Interest received | |||||||||||||||||
| Net cash used in investing activities | ( | ( | |||||||||||||||
| Cash flows from financing activities | |||||||||||||||||
| Repurchase of ordinary shares | 13 | ( | ( | ||||||||||||||
| Dividends paid | 13 | ( | ( | ||||||||||||||
| Payments related to shares withheld for taxes | ( | ||||||||||||||||
| Payment of lease liabilities | ( | ( | |||||||||||||||
| Payment of financing fees | ( | ||||||||||||||||
| Interest paid | ( | ( | |||||||||||||||
| Net cash used in financing activities | ( | ( | |||||||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||||||||
| Effect of exchange rate fluctuations | |||||||||||||||||
| Cash and cash equivalents at end of period | |||||||||||||||||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Interim Financial Statements.
8
Nomad Foods Limited—Notes to the Unaudited Condensed Consolidated Interim Financial Statements
1. General information
These unaudited condensed consolidated interim financial statements (“interim financial statements”) as at and for the three months ended March 31, 2026 comprise the results and financial position of Nomad Foods Limited and its subsidiaries (together referred to as the “Company” or “Nomad”). Nomad (NYSE: NOMD) is Europe's leading frozen foods company. Nomad's portfolio of iconic brands, which includes Birds Eye, Findus, iglo, Ledo and Frikom, have been a part of consumers’ meals for generations, standing for great tasting food that is convenient, high quality and nutritious. Nomad was incorporated in the British Virgin Islands on April 1, 2014. The address of Nomad’s registered office is Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands. Nomad is headquartered in the United Kingdom and the Company is domiciled for tax purposes in the United Kingdom. Additional information may be found at www.nomadfoods.com.
The Company’s sales and working capital levels have historically been affected to a limited extent by seasonality. In general, sales volumes for savory frozen food are slightly higher in cold or winter months, partly because there are fewer fresh alternatives available for vegetables and because our customers typically allocate more freezer space to the ice cream segment in summer or hotter months. The one exception is our ice cream business, which follows a different seasonality pattern with stronger performance through the summer months. In addition, variable production costs, including costs for seasonal staff, and working capital requirements associated with the keeping of inventories, vary depending on the harvesting and buying periods of seasonal raw materials, in particular vegetable crops. For example, inventory (and therefore net working capital) levels typically peak in August to September just after the pea harvest and as a result, more working capital is required during those months. If seasonal fluctuations are greater than anticipated, for example, as a result of higher than normal temperatures during summer in Northern Europe, our business, financial condition and results of operations could be adversely affected.
2. Basis of preparation
These unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as issued by the IASB. They do not include all the information required for a complete set of IFRS financial statements. The financial information consolidates the Company and the subsidiaries it controls and includes selected notes to explain events and transactions that are significant to an understanding of the changes in Nomad’s financial position and performance since the last annual consolidated financial statements. Therefore the unaudited condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2025, which have been prepared in accordance with International Financial Reporting Standards as issued by the IASB.
These unaudited condensed consolidated interim financial statements were authorized for issue by the Company’s Board of Directors on May 7, 2026.
The accounting policies used by management in preparing these condensed consolidated interim financial statements were the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2025, except for income tax. Income tax is provided for based on management's estimate of the average annual effective income tax rate on profits excluding exceptional items, applied to the pre-tax income excluding exceptional items of the period. It also reflects the tax impact of exceptional items accounted for in the period.
The preparation of our condensed consolidated interim financial statements requires us to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis using our historical experience, as well as other factors we believe are appropriate under the circumstances, such as supply chain disruptions and high inflation. Actual results could differ from these estimates. The Directors, at the time of approving these financial statements, have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of signing these financial statements given the cash funds available and the current forecast cash outflows. In preparing cash flow forecasts, management considers severe but plausible downside scenarios taking into consideration the Company's key risks, including the current economic climate which may adversely impact the Company. Having considered these risks the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in preparing these financial statements.
9
Recently issued and not yet adopted accounting pronouncements under IFRS
IFRS 18
On April 9, 2024, the IASB issued IFRS 18 'Presentation and Disclosure in Financial Statements' ("IFRS 18"). IFRS 18 replaces IAS 1 'Presentation of Financial Statements'. IFRS 18 introduces a number of changes to the structure of the Statement of Profit or Loss, more transparency in the presentation of management's own performance measures and more granularity in reporting of financial information. The main impacts of IFRS 18 include:
• Improved comparability in the Statement of Profit or Loss by introducing a set of clearly defined categories based on main business activities (i.e. operating, investing and financing);
• Requiring disclosure about management-defined performance measures; and
• Adding new principles for aggregation and disaggregation of information.
IFRS 18 applies for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The Company is assessing the full impact of the standard.
Other
All other recently issued and not yet adopted accounting standards have been considered. Adoption of these will not have a material effect on the reporting entity’s financial position or results of operations.
3. Key judgments and significant accounting estimates
The preparation of financial statements in accordance with IFRS requires the use of judgment in applying the accounting policies and estimation that affect the reported amounts of assets and liabilities and results. Actual results could differ from those estimates and the financial statements will be impacted by key judgments taken. In preparing the condensed consolidated interim financial statements, the key sources of estimation uncertainty for the interim period ended March 31, 2026, continue to be the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2025.
Key Judgments
Key judgments are those made by management in the process of applying accounting policies that have the most significant effect on the amounts recognized in the financial statements. Those judgments which are considered key are listed below.
a) Uncertain tax positions
Management uses judgment when identifying and determining whether it is appropriate to provide for uncertain tax positions and for how long provisions for uncertain tax positions are retained, based on assessment as to whether it is probable that a risk would crystallize or not. Management considers tax laws which are in place in making that assessment determining whether it is appropriate to release. Please refer to Note 7 for further information.
Significant estimates
Information about estimates and assumptions that have significant effects on the amounts reported in the condensed consolidated interim financial statements are listed below. In forming these estimates, management has taken into account the impact and potential future impact of supply chain disruptions, high inflation, as well as ongoing geopolitical conflicts. Management will continue to assess the impact of future developments in relation to these matters as it relates to estimates, especially around the carrying value of goodwill, brands and other intangible assets, as well as on property, plant and equipment.
In particular, management will focus on the impact of a long-term conflict in Ukraine. While we do not have any direct operations or sales in either Russia or Ukraine, these countries are responsible for many commonly used raw materials and resources such as fish, wheat and energy. The ongoing conflict and economic sanctions have seen considerable reductions in the availability or increase in cost of such raw materials and resources. At this time it is not possible to predict the extent or nature of future impacts on our business although we expect the current conflict to continue for some time.
a) Discounts and trade promotions
Discounts given by the Company include rebates, price reductions and incentives given to customers, promotional couponing and trade communication costs. Each customer has bespoke agreements that are governed by a combination of observable and unobservable performance conditions.
10
Trade promotions comprise of amounts paid to retailers for programs designed to promote Company products and include pricing allowances, merchandising funds and customer coupons, which are offered through various programs to customers and consumers. The ultimate costs of these programs can depend upon retailer performance and are the subject of significant management estimates. The estimated ultimate cost of the program is based upon the programs offered, timing of those offers, estimated retailer performance based on history, management’s experience, forecast sales, the redemption rate and current economic trends.
At each financial period end date, any discount or trade promotion incurred but not yet invoiced is estimated and accrued for. In certain cases, the estimate for discounts and trade promotions requires the use of forecast information for future trading periods and therefore a degree of estimation uncertainty exists. These estimates are sensitive to variances between actual results and forecasts. The estimate is based on accumulated experience. It is impracticable to disclose the extent of the possible effects of estimation uncertainty, however, it is reasonably possible that outcomes within the next financial year from these agreements are materially different in aggregate to those estimated.
The accruals are presented as ‘trade terms’ and offset against trade receivables due to the same customer where there is a legally enforceable right of offset and where settlement is expected to occur on a net basis, otherwise they are presented as trade term payables. The balance of the reduction in trade receivables for trade terms as of March 31, 2026 is disclosed in Note 9.
b) Employee benefit obligations
The Company operates a number of defined benefit pension schemes and post-employment benefit schemes which are valued by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. Each scheme has an actuarial valuation performed and is dependent on a series of assumptions to estimate the projected obligations. The assumptions include variables which are revised periodically, that include discount rates, expected salary increases, inflation, employee turnover, retirement age, mortality and medical care costs. Our assumptions reflect historical experience and management's best judgment regarding future obligations. The assumptions used affect the current service cost and interest expense as well as changes in the obligation recognized. Net actuarial gains or losses arising from changes in assumptions and from experience are recognized in other comprehensive income/(loss).
Since defined benefit pension schemes and post-employment benefit schemes are measured on a discounted basis, the discount rate applied has an impact on the expense and obligation recognized. These discount rates are determined by reference to market yields at the end of the reporting period on high quality corporate bonds, except for Sweden where a deep market does not exist and so mortgage bonds are used. See Note 11 for details of material changes, if any, to assumptions since December 31, 2025.
c) Carrying value of goodwill and indefinite life brands
The Company's goodwill and indefinite life brand values have been allocated based on the enterprise value at acquisition of each cash generating unit. Goodwill is monitored at an operating segment level for which the Company has one reporting and operating segment. Determining whether goodwill and indefinite life brands are impaired requires an estimation of the value in use. The review is performed using a discounted cash flow model to calculate the value in use of the Frozen segment. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. This requires us to make assumptions and estimates regarding historical information, future plans and external sources. Future cash flows for the purposes of the value in use calculation are taken from budgets prepared by management. There have been no material changes to assumptions since December 31, 2025.
11
4. Segment reporting
The Chief Operating Decision Maker (“CODM”) of the Company considers there to be one reporting and operating segment, being “Frozen” which is reflected in the segment presentation below for the periods presented. The CODM primarily uses “Adjusted EBITDA”, as the key measure of the segment’s results, which is considered non-IFRS financial information.
Segment Adjusted EBITDA
| For the three months ended March 31, | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||
| Note | €m | €m | ||||||||||||||||||||||||||||||
| Profit for the period | ||||||||||||||||||||||||||||||||
| Taxation | ||||||||||||||||||||||||||||||||
| Net financing costs | 6 | |||||||||||||||||||||||||||||||
| Depreciation & amortization | ||||||||||||||||||||||||||||||||
| Exceptional items | 5 | |||||||||||||||||||||||||||||||
| Other add-backs | ||||||||||||||||||||||||||||||||
| Adjusted EBITDA | ||||||||||||||||||||||||||||||||
Other add-backs include the elimination of share-based payment expense and related employer payroll tax of €1.4 million for the three months ended March 31, 2026 (2025: €4.9 million), as well as the elimination of non-operating M&A related costs, professional fees and transaction costs of €0.3 million for the three months ended March 31, 2026 (2025: €0.3 million). We exclude these costs because we do not believe they are indicative of our normal operating costs, can vary significantly in amount and frequency, and are unrelated to our underlying operating performance.
No information on segment assets or liabilities is presented to the CODM.
External revenue by geography
| For the three months ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| €m | €m | |||||||||||||||||||||||||
| United Kingdom | ||||||||||||||||||||||||||
| Italy | ||||||||||||||||||||||||||
| Germany | ||||||||||||||||||||||||||
| France | ||||||||||||||||||||||||||
| Croatia | ||||||||||||||||||||||||||
| Sweden | ||||||||||||||||||||||||||
| Serbia | ||||||||||||||||||||||||||
| Austria | ||||||||||||||||||||||||||
| Norway | ||||||||||||||||||||||||||
| Spain | ||||||||||||||||||||||||||
| Switzerland | ||||||||||||||||||||||||||
| Rest of Europe | ||||||||||||||||||||||||||
| Total external revenue by geography | ||||||||||||||||||||||||||
12
5. Exceptional items
| For the three months ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| €m | €m | |||||||||||||||||||||||||
| Business transformation program (1) | ||||||||||||||||||||||||||
| Organizational streamlining program (2) | ||||||||||||||||||||||||||
| Supply chain network optimization (3) | ||||||||||||||||||||||||||
| Settlement of legacy matters | ||||||||||||||||||||||||||
| Total exceptional items | ||||||||||||||||||||||||||
We do not consider these items to be indicative of our ongoing operating performance, allowing investors and management to assess operating performance on a consistent basis.
(1) Business transformation program
In 2020, the Company launched a multi-year, enterprise-wide transformation and optimization program. The program aims to transform data, processes and systems to enable better decision making and analytical capability, building a platform and organization to support future growth and provide better value for shareholders. The program includes the implementation of a new ERP system in some countries.
In February 2026, management realigned the program to focus on data and process transformation. There are currently no plans to roll out the new ERP system to more countries. The realignment includes activities that will extend into 2028.
Expenses incurred to date consist of restructuring, severance and transformational project costs, including business technology transformation initiative costs and related professional fees.
(2) Organizational streamlining program
The Company is executing an enterprise-wide restructuring program relating to non-factory operations that began in 2025. The program aims to significantly reduce operational expenses through an optimization of the organizational structure. Expenses consist primarily of severance costs. The program is expected to be completed in 2026.
(3) Supply chain network optimization
In the second quarter 2025, the Company initiated a supply chain network optimization program which aims to enhance operational efficiency. The program is expected to incur restructuring costs, including accelerated depreciation of assets and severance costs. Under this program in 2025, the Company closed down its operations at a factory in Sweden. The project is expected to run until 2027.
Tax impact of exceptional items
The tax impact of the exceptional items for the three months ended March 31, 2026 amounted to a credit of €2.4 million (2025: €4.1 million).
Cash flow impact of exceptional items
Included in the Condensed Consolidated Interim Statements of Cash Flows for the three months ended March 31, 2026 is €12.1 million (2025: €14.4 million) of cash outflows relating to exceptional items. This includes cash flows related to the above items in addition to the cash impact of the settlement of provisions brought forward from previous accounting periods.
13
6. Finance income and costs
| For the three months ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| €m | €m | |||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
Hedge ineffectiveness on cross currency and interest rate swaps | ||||||||||||||||||||||||||
| Net foreign exchange gains on translation of financial assets and financial liabilities | ||||||||||||||||||||||||||
| Finance income | ||||||||||||||||||||||||||
| Interest expense (a) | ( | ( | ||||||||||||||||||||||||
| Net pension interest costs | ( | ( | ||||||||||||||||||||||||
| Amortization of debt discounts and borrowing costs | ( | ( | ||||||||||||||||||||||||
| Net foreign exchange losses arising on translation of financial assets and liabilities | ( | |||||||||||||||||||||||||
| Finance costs | ( | ( | ||||||||||||||||||||||||
| Net finance costs | ( | ( | ||||||||||||||||||||||||
7. Taxation
Income tax expense of €6.4 million for the three months ended March 31, 2026 (2025: €7.0 million) is calculated using management’s estimate of the expected annual effective income tax rate on profits for the year ended December 31, 2026 excluding exceptional items, applied to the pre-tax income of the period excluding exceptional items. This estimate includes movements in uncertain tax positions totaling €19.7 million beneficial impact for the three months ended March 31, 2026 (2025: €40.4 million beneficial impact). The UK statutory rate of corporation tax has been 25 % since April 1, 2023.
The Company’s subsidiaries, which are subject to tax, operate in many different jurisdictions and, in some of these, certain tax matters are under discussion with local tax authorities. These discussions are often complex and can take many years to resolve, and are in different stages with respect to assessments, appeals and refunds. The Company actively seeks to manage the associated risks by proactively engaging with tax authorities and applying for Advanced Pricing Agreements where appropriate. Provisions for uncertain tax positions require management to make estimates and judgments with respect to the ultimate outcome of a tax audit, and actual results could vary from these estimates. Where tax exposures can be quantified and management assesses that the risk of that exposure crystallizing is probable, a provision is made based on best estimates and management’s judgments. Given the inherent uncertainties in assessing the outcomes of these exposures (which can sometimes be binary in nature), the Company could, in future years, experience adjustments to this provision, including releases of provisions when those exposures become time barred.
Notwithstanding this, management believes that the Company’s tax position on all open matters including those in current discussion with local tax authorities is robust and that the Company is appropriately provided.
14
8. Earnings per share
Basic earnings per share
| For the three months ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
Profit for the period attributable to equity owners of the parent (€m) | ||||||||||||||||||||||||||
| Weighted average Ordinary Shares and shares issuable solely after the passage of time in millions | ||||||||||||||||||||||||||
| Basic earnings per share | € | € | ||||||||||||||||||||||||
For the three months ended March 31, 2026, the number of shares in both basic and diluted earnings per share calculations has been adjusted to include 18,000 shares (2025: 20,000 shares) to be issued in future periods as all conditions have been met. The diluted earnings per share calculation also includes an estimate of 262,045 potential ordinary shares for the three months ended March 31, 2026 (2025: 194,555 shares), calculated using the treasury method, on long term incentive plans contingent on service only. There are no adjustments to the profit for the period attributable to equity owners of the parent.
Diluted earnings per share
| For the three months ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Diluted earnings per share | ||||||||||||||||||||||||||
| Profit for the period attributable to equity owners of the parent (€m) | ||||||||||||||||||||||||||
Weighted average Ordinary Shares, shares issuable solely after the passage of time and potential ordinary shares in millions | ||||||||||||||||||||||||||
| Diluted earnings per share | € | € | ||||||||||||||||||||||||
9. Financial instruments
The following table shows the carrying amount of each Statement of Financial Position class split into the relevant category of financial instrument as defined in IFRS 9 “Financial Instruments”.
| Financial assets at amortized cost | Financial assets at fair value through profit or loss | Derivatives designated in hedge relationships | Financial liabilities at amortized cost | Total | |||||||||||||||||||||||||||||||
| March 31, 2026 | €m | €m | €m | €m | €m | ||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Derivative financial instruments | — | — | — | ||||||||||||||||||||||||||||||||
| Trade and other receivables | — | — | — | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | — | — | |||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Derivative financial instruments | — | — | ( | ( | |||||||||||||||||||||||||||||||
| Trade and other payables excluding non-financial liabilities | — | — | ( | ( | |||||||||||||||||||||||||||||||
| Loans and borrowings | — | — | ( | ( | |||||||||||||||||||||||||||||||
| Total | ( | ( | ( | ||||||||||||||||||||||||||||||||
Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €154.9 million.
Loans and borrowings includes €90.3 million relating to lease liabilities.
15
| Financial assets at amortized cost | Financial assets at fair value through profit or loss | Derivatives designated in hedge relationships | Financial liabilities at amortized cost | Total | |||||||||||||||||||||||||||||||
| December 31, 2025 | €m | €m | €m | €m | €m | ||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Derivative financial instruments | — | — | — | ||||||||||||||||||||||||||||||||
| Trade and other receivables | — | — | — | ||||||||||||||||||||||||||||||||
| Cash and cash equivalents | — | — | |||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Derivative financial instruments | — | — | ( | ( | |||||||||||||||||||||||||||||||
| Trade and other payables excluding non-financial liabilities | — | — | ( | ( | |||||||||||||||||||||||||||||||
| Loans and borrowings | — | — | ( | ( | |||||||||||||||||||||||||||||||
| Total | ( | ( | ( | ||||||||||||||||||||||||||||||||
Trade receivables disclosed in the table above are net of contract liabilities related to discounts and trade marketing expenses of €192.1 million.
Loans and borrowings includes €89.3 million relating to lease liabilities.
The Company has determined that the carrying amounts of trade receivables, trade payables and cash and cash equivalents are a reasonable approximation of fair value.
Derivative financial instruments
The financial instruments are not traded in an active market and so the fair value of these instruments is determined from the implied forward rate. The valuation technique utilized by the Company maximizes the use of observable market data where it is available. All significant inputs required to fair value the instrument are observable. The Company has classified its derivative financial instruments as level 2 instruments as defined in IFRS 13 “Fair value measurement”.
Interest bearing loans and borrowings
The fair value of the senior secured notes is determined by reference to price quotations in the active market in which they are traded. They are classified as level 1 instruments. The fair value of the senior loans is calculated by discounting the expected future cash flows at the period end’s prevailing interest rates. They are classified as level 2 instruments. There is no requirement to determine or disclose the fair value of lease liabilities.
Senior loans includes a USD Term Loan B of $620.0 million (€527.9 million) a EUR Term Loan of €880.0 million repayable in November 2032. The USD Term Loan requires an annual amortization repayment, equivalent to 1.0 % of the loan value as at the refinancing date or $6.2 million (€5.3 million) in October each year, until maturity. The EUR Term Loan is repayable only upon maturity.
The Company through its indirect, wholly-owned subsidiary, Nomad Foods Bondco Plc, holds an aggregate principal amount of €800.0 million senior secured notes of 2.5 % due June 2028, guaranteed on a senior basis by the Company and certain subsidiaries. Interest on these notes is payable semi-annually in arrears on January 15 and July 15 each year.
Changes to loans and borrowings
On November 10, 2025, the Company completed a refinancing of its senior loans. The USD Term Loan B, with principal outstanding of $679.1 million due 2029, was repaid and replaced by a new USD Term Loan of $620.0 million due 2032, with interest of SOFR rate plus 2.5 %. The EUR Term Loan facilities of €553.2 million due 2028 and €130.0 million, due 2029 and bearing interest at EURIBOR plus 2.5 % and 2.75 % respectively, were repaid and replaced by a new EUR Term Loan of €880.0 million bearing interest at EURIBOR plus 2.5 %, due 2032.
Management has concluded that the refinancing is an extinguishment of the pre-existing debt. As a result, unrealized gains on previous modifications of €23.8 million as well as capitalized debt discounts and borrowing costs of €25.1 million, were expensed in addition to
16
other transaction costs. The new term loans were issued at a discount of €3.5 million, which, together with eligible transactional expenses incurred on the new senior loan facilities of €1.2 million, have been capitalized and will be amortized over the remaining loan term.
Concurrent to the refinancing, derivatives which hedged the currency and interest rate exposure of the Company's pre-existing senior loan facilities were amended to align to the amounts and terms of the new senior loan facilities and a one-off loss of €5.6 million was realized. Total expenses of €75.9 million were recognized as a consequence of the refinancing activity.
As part of the refinancing, the maturity of the existing revolving credit facility of €175.0 million (the "Revolving Credit Facility") was extended until 2032, subject to a successful refinancing of the Senior Secured Notes, due June 2028, at least six months before their due date.
The Senior Loans, Senior Secured Notes and any drawn balances of the Revolving Credit Facility are secured with equal ranking against assets of the Company and specified subsidiaries.
| Fair value | Carrying value | ||||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | ||||||||||||||||||||
| €m | €m | €m | €m | ||||||||||||||||||||
| Senior EUR/USD loans | |||||||||||||||||||||||
| Other external debt | |||||||||||||||||||||||
| 2028 fixed rate senior secured notes | |||||||||||||||||||||||
| Less capitalized debt discounts and borrowing costs | ( | ( | |||||||||||||||||||||
10. Provisions
| Restructuring | Provisions related to other taxes | Other | Total | ||||||||||||||||||||||||||||||||
| €m | €m | €m | €m | ||||||||||||||||||||||||||||||||
| Balance as of January 1, 2026 | |||||||||||||||||||||||||||||||||||
| Additional provision in the period | |||||||||||||||||||||||||||||||||||
| Release of provision | ( | ( | |||||||||||||||||||||||||||||||||
| Utilization of provision | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Foreign exchange | ( | ( | |||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | |||||||||||||||||||||||||||||||||||
| Analysis of total provisions: | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||
| Current | |||||||||||||||||||||||||||||||||||
| Non-current | |||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||
Updates since December 31, 2025
Restructuring
The €13.5 million (December 31, 2025: €12.3 million) provision relates to committed plans for certain restructuring activities. The increase in the provision during the period relates to the organizational streamlining program as detailed in Note 5, for which the provisions are due to be settled within the next 12 months. €3.8 million has been utilized in the three months ended March 31, 2026, which relates to this program.
17
11. Employee benefits
The Company operates partially funded defined benefit pension plans in Germany and Austria, an unfunded defined benefit pension plan in Sweden and defined benefit indemnity arrangements in Italy and Austria, as well as various contribution plans in other countries. Pension benefits in Switzerland are met via a contract with a collective foundation that offers a fully insured solution to provide a contribution-based cash balance retirement plan, which is classified as a defined benefit plan. In addition, an unfunded post-retirement medical plan is operated in Austria. In Germany and Italy, long term service awards are in operation and various other countries provide other employee benefits. There were no changes in the nature of any schemes in the three months ended March 31, 2026.
The total net employee benefit obligations as at March 31, 2026 is as follows:
| €m | |||||
| Balance as of January 1, 2026 | |||||
Current service cost | |||||
| Net interest expense | |||||
| Benefits paid | ( | ||||
| Actuarial gain on pension scheme valuations | ( | ||||
| Foreign exchange differences on translation | ( | ||||
| Balance as of March 31, 2026 | |||||
12. Share based compensation reserve
The Company's discretionary share award scheme, the EIP, enables the Company’s Compensation Committee to make grants in the form of rights over ordinary shares (“Awards”), to any Director or employee of the Company. It is the Compensation Committee’s current intention that Awards be granted only to senior management, including senior management also serving as a director, whilst recognizing separate annual restricted share awards for Non-Executive Directors.
All Awards are to be settled by physical delivery of shares.
Director and Senior Management Share Awards
As part of its long-term incentive initiatives, the Company awards performance share awards and restricted share awards to the management team (the “Management Share Awards”). The Awards active during the current and prior reporting periods are detailed below.
As at March 31, 2026:
| 2023 Award | 2024 Award | 2025 Award | 2026 Award | Other Awards | Total | ||||||||||||||||||||||||||||||
| Number of awards outstanding at January 1, 2026 | |||||||||||||||||||||||||||||||||||
| New awards granted in the period | |||||||||||||||||||||||||||||||||||
| Forfeitures in the period | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Awards vested and issued in period | ( | ( | |||||||||||||||||||||||||||||||||
| Number of awards outstanding at March 31, 2026 | |||||||||||||||||||||||||||||||||||
18
As at March 31, 2025:
| 2022 Award | 2023 Award | 2024 Award | 2025 Award | Other Awards | Total | ||||||||||||||||||||||||||||||||||||||||||
| Number of awards outstanding at January 1, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| New awards granted in the period | |||||||||||||||||||||||||||||||||||||||||||||||
| Forfeitures in the period | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Awards vested and issued in period | ( | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Number of awards outstanding at March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
In February 2025, based upon vesting of the 2022 Management Share Award, 349,823 new ordinary shares of the Company were issued, net of 282,171 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities of the participants arising on the vested ordinary shares. There remained no outstanding awards of the 2022 Management Share Award at the end of the current reporting period.
In February 2026, based upon vesting of the 2023 Management Share Award, 28,683 new ordinary shares of the Company were issued, net of 20,317 ordinary shares held back from issue by the Company as settlement towards personal tax liabilities of the participants arising on the vested ordinary shares. There remained no outstanding awards of the 2023 Management Share Award at the end of the current reporting period.
During the first quarter of 2025, 1,024,922 performance share awards and 114,669 restricted share awards were granted as part of the 2025 Management Share Award. Of the restricted share awards, 62,000 awards are reported under "Other awards" in the movement table above. The performance period associated with the performance share awards is from January 1, 2025 to January 1, 2028. The performance share awards are subject to non-market performance conditions which include meeting the Company's target cumulative Adjusted EBITDA and Adjusted Free Cash Flow Productivity by January 1, 2028.
During the first quarter of 2026, 1,098,031 performance share awards and 94,997 restricted share awards were granted as part of the 2026 Management Share Award. Of the restricted share awards, 36,000 awards are reported under "Other awards" in the movement table above. The performance period associated with the performance share awards is from January 1, 2026 to January 1, 2029. The performance share awards are subject to non-market performance conditions which include meeting the Company's target cumulative Adjusted EBITDA and Adjusted Free Cash Flow Productivity by January 1, 2029. The service condition on restricted share unit awards approximates three years.
The share-based payment expense reported within the Condensed Consolidated Statement of Profit or Loss for the three months ended March 31, 2026 related to the Director and Management Share Awards is €1.4 million (three months ended March 31, 2025: €3.5 million).
The Company calculates the cost of the Management Share Awards based upon their fair value. The performance share awards which were active during the reporting period are subject to non-market performance conditions. Both performance share awards and restricted share awards do not accrue dividends during the vesting period. The Company recognizes the share price at grant date as the fair value of the awards. The fair values and remaining contractual life of the share awards are as follows:
| 2024 Award | 2025 Award | 2026 Award | ||||||||||||||||||
| Grant date share price and fair value of share award | $ | $ | $ | |||||||||||||||||
| Exercise price | $ | $ | $ | |||||||||||||||||
| Remaining contractual life of performance share award | ||||||||||||||||||||
| Remaining contractual life of restricted share award | ||||||||||||||||||||
19
Non-Executive Director Restricted Share Awards
In accordance with the Board approved independent Non-Executive Director compensation guidelines, each independent Non-Executive Director has been entitled to a grant of $140,000 of restricted shares annually on the date of the annual general meeting, valued at the closing market price for such shares on this date. The restricted shares vest on the earlier of thirteen months from the date of grant or the date of the Company’s next annual meeting of shareholders.
On July 10, 2024, after the Company's annual general meeting of shareholders, the current Non-Executive Directors were granted 36,738 restricted stock awards at a share price of $16.33 . All 36,738 restricted stock awards vested on July 10, 2025 and 24,135 were issued, after 12,603 shares were held back by the Company to settle personal tax liabilities.
On July 10, 2025, after the Company's annual general meeting of shareholders, the current Non-Executive Directors were granted 49,092 restricted stock awards at a share price of $17.11 . This annual restricted stock grant is issued under the Company's EIP and, beginning with the year 2025, is equal to $140,000 of ordinary shares valued at the date of issue. The award will vest on the earlier of the date of next year's annual meeting of shareholders or 13 months from the issuance date.
On October 16, 2025, a newly appointed Non-Executive Director was granted 8,378 restricted stock awards at a share price of $16.71 . This grant is issued under the same terms and will vest at the same time as other restricted stock awards granted on July 10, 2025.
The total charge for Non-Executive Directors' grants within the Statement of Consolidated Profit or Loss for the three months ended March 31, 2026 for the stock compensation awards was €0.2 million (three months ended March 31, 2025: €0.1 million).
Share based compensation reserve
| 2026 | 2025 | ||||||||||
| €m | €m | ||||||||||
| Balance as of January 1 | |||||||||||
| Non-Executive Directors' restricted share awards charge | |||||||||||
| Directors' and Senior Management share awards charge | |||||||||||
| Reclassification of awards for settlement of tax liabilities | ( | ( | |||||||||
| Balance as of March 31 | |||||||||||
In many jurisdictions, tax authorities levy taxes on share-based payment transactions with employees that give rise to a personal tax liability for the employee. In some cases, the Company is required to withhold the tax due and to settle it with the tax authority on behalf of the employees. To fulfill this obligation, the terms of the Management Share Awards permit the Company to withhold the number of shares that are equal to the monetary value of the employee’s tax obligation from the total number of shares that otherwise would have been issued to the employee upon vesting. The monetary value of the employee’s tax obligation is recorded as a deduction from the Share based compensation reserve for the shares withheld.
13. Share capital and capital reserve, other reserves and dividends
Ordinary Shares
On November 6, 2023, the Company's Board of Directors authorized a share repurchase program to purchase up to an aggregate of $500 million of the Company’s ordinary shares. Acquisitions pursuant to the share repurchase program may be made from time to time through a combination of open market repurchases, privately negotiated transactions, accelerated share repurchase transactions, and/or other derivative transactions, at the Company's discretion, as permitted by securities laws and other legal requirements. The program will expire at the end of 2026. Pursuant to the program, as at December 31, 2025, 21,397,779 ordinary shares had been repurchased and canceled at an average price of $16.28 , for aggregate gross costs of $348.9 million (€314.3 million), with directly attributed transaction costs of €0.4 million. In the three months ended March 31, 2026, a further 2,664,169 ordinary shares had been repurchased and canceled in open market transactions at an average price of $10.33 . The aggregate gross cost was $27.6 million (€23.7 million). Directly attributable transaction costs were immaterial. Following settlement, all shares repurchased have been canceled.
See Note 12 for further information on restricted shares vested as part of the 2023 Management Share Award.
The authorized share capital available to the Company consists of an unlimited number of Ordinary Shares, each issued with $nil nominal value.
20
| Shares | March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | €m | €m | |||||||||||||||||||||||
| Authorized Share Capital issued and fully paid: | ||||||||||||||||||||||||||
| Ordinary Shares with nil nominal value | ||||||||||||||||||||||||||
| Total share capital and capital reserve | ||||||||||||||||||||||||||
| Listing and share transaction costs | ( | ( | ||||||||||||||||||||||||
| Total net share capital and capital reserve | ||||||||||||||||||||||||||
Other Reserves
Other reserves as at March 31, 2026, include a cash flow hedging reserve of €(2.7 ) million (December 31, 2025: €(16.8 ) million) and a cost of hedging reserve with a surplus of €2.6 million (December 31, 2025: surplus of €3.9 million).
Dividends
A dividend of $0.17 per share for the quarter ended March 31, 2026 was approved by the Board of Directors on April 30, 2026 and will be payable on May 28, 2026 based on a record date as of the close of business on May 12, 2026. As this was approved after the date of the Consolidated Statement of Financial Position, the dividend has not been recorded in these condensed consolidated interim financial statements.
The Board of Directors have previously declared the following dividends:
March 31, 2026 | ||||||||||||||||||||||||||||||||
| Quarter ended | Approval date | Payment date | $ per share | $m | €m | |||||||||||||||||||||||||||
| December 31, 2025 | January 30, 2026 | February 26, 2026 | ||||||||||||||||||||||||||||||
March 31, 2025 | ||||||||||||||||||||||||||||||||
| Quarter ended | Approval date | Payment date | $ per share | $m | €m | |||||||||||||||||||||||||||
| December 31, 2024 | February 10, 2025 | February 26, 2025 | ||||||||||||||||||||||||||||||
21
14. Related parties
As of January 1, 2022, the Company amended its Advisory Services Agreement with Mariposa Capital, LLC, an affiliate of Sir Martin Franklin, and TOMS Capital LLC, an affiliate of Mr. Gottesman. Pursuant to the terms of the Amended and Restated Advisory Services Agreement, Mariposa Capital, LLC and TOMS Capital LLC will continue to provide high-level strategic advice and guidance to the Company for an aggregate annual fee equal to $4.0 million, payable in quarterly installments.
Key management personnel comprise the Directors and Executive Officers. The Executive Officers continue to be remunerated for their services to the Company through their employment contracts. Non-executive Directors continue to receive fees for their services as board members and to certain committees that are settled through payroll. Director fees are payable quarterly in arrears. Total non-executive Director fees and expenses for the three months ended March 31, 2026 were €0.1 million (three months ended March 31, 2025: €0.1 million). In addition, certain non-executive Directors received grants under the LTIP as discussed in Note 12.
Sir Martin Franklin, Jim Lillie & Ian Ashken are Directors of the APi Group, which is the parent company of Chubb Fire and Security Ltd (“Chubb UK&I”), Chubb Iberia SL ("Chubb Spain") and Chubb European Group SE, which have all transacted with the Company within the financial years presented. Sir Martin and Messrs. Lillie and Ashken may be deemed to exercise significant influence over these entities. Details of these related party transactions are as follows:
•In 2024, the Company engaged Chubb UK&I to install safety equipment in factories in UK and Ireland which commenced in 2025, €3.4 million of spend has been committed to in 2026.
•In 2025, the Company engaged Chubb Spain to install safety equipment in a factory. The work commenced late in 2025 and is expected to be completed in 2026. €1.6 million of spend has been committed to in 2026.
The service and fees for all the transactions noted above are considered to be immaterial to both parties and are provided on an arm's length basis.
15. Subsequent events after the Statement of Financial Position date
Dividends
Details of dividends declared after March 31, 2026 can be found in Note 13.
Switzerland factory closure
On April 22, 2026, the Company announced to its employees that it intends to close its production facility in Switzerland by the end of December 2026. This is still subject to the statutory employee consultation process. The full financial effect of the anticipated closure has yet to be determined but is not expected to be material.
22