Nomad Foods Ltd 6-K, filed Jul 20, 2026
Nomad Foods Ltd (NOMD)
About this 6-K
Nomad Foods Ltd filed this 6-K on July 20, 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 July 2026
Commission File Number: 001-37669
Nomad Foods Limited
(Translation of registrant’s name in English)
Forge, 43 Church Street West
Woking
Surrey, United Kingdom, 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 ☒ Form 40-F ☐
Preliminary Second Quarter Results
On July 20, 2026, Nomad Foods Limited (the “Company”) issued a press release announcing preliminary second quarter 2026 results for the three-month period ended June 30, 2026. The press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
Notes Offering
On July 20, 2026, the Company issued a press release announcing the launch of a senior secured notes offering (the “Offering”). A copy of the press release is furnished as Exhibit 99.2 to this Report on Form 6-K.
Exhibit Index
| Exhibit Number |
Exhibit Title | |
| 99.1 | Press Release issued by the Company on July 20, 2026 announcing its preliminary second quarter 2026 results for the three-month period ended June 30, 2026. | |
| 99.2 | Press Release issued by the Company on July 20, 2026 announcing the launch of a senior secured notes offering. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NOMAD FOODS LIMITED | ||
| By: | /s/ Dominic Brisby | |
| Name: | Dominic Brisby | |
| Title: | Chief Executive Officer | |
Dated: July 20, 2026
Exhibit 99.1
Nomad Foods Announces Preliminary Second Quarter 2026 Results
Woking, England – July 20, 2026 — Nomad Foods Limited (NYSE: NOMD) (“Nomad Foods” or the “Company”) today announced preliminary second quarter 2026 financial results. The execution of the Company’s plan continues to progress well in this rebuilding year. For the three-month period ended June 30, 2026, Nomad Foods expects reported and organic revenue to decline by 2.5-3.5%, Adjusted EBITDA to be in the range of approximately €120-€126 million and closing cash and cash equivalents balance of approximately €273 million. The Company is also reiterating its full year organic revenue, Adjusted EBITDA and Adjusted Free Cash Flow conversion guidance. For the full year ending December 31, 2026, the Company continues to expect organic revenue to decline by 2%-5%, Adjusted EBITDA to decline by 5%-10% and Adjusted Free Cash Flow Conversion of 90%+. The Company is evaluating its full-year EPS guidance as a result of anticipated debt refinancing activities and the associated impact of such activities on the Company’s anticipated interest expense and Adjusted Net Income.
Management Comments
Dominic Brisby, Nomad Foods’ Chief Executive Officer, stated, “We are pleased to report that second quarter results are projected to be ahead of the expectations we communicated last quarter and we remain confident in our ability to deliver on the full-year organic sales and Adjusted EBITDA guidance. The growth of our category remains robust and we have seen the successful implementation of our previously announced price increases contributing to a year-on-year increase in gross margin for the quarter. We look forward to sharing more details when we report second quarter 2026 results in August.”
Ruben Baldew, Nomad Foods’ Chief Financial Officer, commented, “Our plans to strengthen our fundamental foundation are working, our cash flow is robust, and our balance sheet is strong. Given this and the current market conditions, we believe now is the right time to proactively explore the refinancing of our indebtedness. This may increase our interest expense, but we intend to take certain actions to reduce that impact over time, primarily by reducing our net debt.”
Enquiries
Investor Relations Contact
Jason English
investors@nomadfoods.com
Media Contact
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 forecast financial information, which is considered non-IFRS financial information, for the three months ended June 30, 2026 and for the fiscal year 2026.
Adjusted financial information 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.
Organic revenue growth/(decline) is an adjusted measurement of our operating results. The comparison for the three months ended June 30, 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 believes 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.
The Company is unable to reconcile, without unreasonable efforts Adjusted EBITDA for the second quarter ended June 30, 2026 and Organic revenue growth/(decline), Adjusted EBITDA and Adjusted Free Cash Flow conversion guidance for the full year 2026 to the most directly comparable IFRS measure as we are unable to predict the amounts to be adjusted, such as certain adjustments related to provisions for taxes. These adjustments are uncertain, depend on various factors, and could have a material impact on the IFRS reported results for the period. The only reconciling item between revenue growth and Organic revenue growth/(decline) for the second quarter ended June 30, 2026, is the impact of adjustments for currency translation which is expected to be 0.0%- (0.5)%.
Forward-Looking Statements and Disclaimers
The preliminary results for the quarter ended June 30, 2026 included in this press release are preliminary, unaudited and subject to completion, and may change as a result of management’s continued review. Such preliminary results are subject to the finalization of quarter-end financial and accounting procedures. The preliminary results represent management’s estimates that constitute forward-looking statements subject to risks and uncertainties. As a result, preliminary results may materially differ from actual results for the quarter ended June 30, 2026 when they are completed and publicly disclosed.
Certain statements in this press release 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 guidance with respect to gross margin, organic revenue growth/(decline), and Adjusted EBITDA for the second quarter 2026 and organic revenue growth/(decline), Adjusted EBITDA growth, and Adjusted Free Cash Flow conversion for the full year 2026; (ii) its second quarter results, including closing cash and cash equivalents and the timing of the release of such results; and (iii) the refinancing of our indebtedness, including the impacts and benefits of any such refinancing.
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; and (xxii) 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.
Exhibit 99.2
Nomad Foods Announces Launch of Senior Secured Notes Offering
Woking, England – July 20, 2026 — Nomad Foods Limited (NYSE: NOMD) (“Nomad Foods” or the “Company”) today announced that Nomad Foods Bondco Plc (the “Issuer”), an indirect, wholly-owned subsidiary of the Company, intends to offer €800.0 million aggregate principal amount of senior secured notes due 2033 (the “Notes”), subject to market and other customary conditions (the “Offering”). The Notes are expected to be guaranteed and secured on a senior basis by the Company and certain of its subsidiaries. The Company intends to use the gross proceeds of the Offering to refinance in full the Issuer’s existing €800.0 million aggregate principal amount senior secured notes due 2028 (the “Existing Notes”) (such refinancing, together with the issuance of the Notes, being the “Refinancing”). The Issuer expects to redeem the Existing Notes, subject to the completion of the Offering and receipt of the proceeds thereof. In connection with and contingent upon the Refinancing, the Company expects to increase the commitments under its revolving credit facility by €105.0 million by way of an additional facility notice, providing an aggregate amount available thereunder of €280.0 million (the “RCF Upsize”). No assurance can be given that the Refinancing and the RCF Upsize will be completed, or, if completed, as to the terms on which it will be completed. A notice of conditional redemption in full in respect of the Existing Notes will be published by the Issuer through the information service of the Luxembourg Stock Exchange and additionally delivered to holders thereof via Euroclear Bank SA/NV and Clearstream Banking S.A.
Enquiries
Investor Relations Contact
Jason English
investors@nomadfoods.com
Media Contact
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.
Important Regulatory Notice
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.
The Notes and any related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes and any related guarantees are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act.
The offer and sale of the Notes will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) from the requirement to produce a prospectus for offers of securities. This announcement does not constitute an advertisement for purposes of the Prospectus Regulation. Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the “FSMA”), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is only addressed to and directed at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order, or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Notes will only be available to relevant persons and this announcement must not be acted on or relied on by anyone who is not a relevant person.
In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any European Economic Area member state, this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state who are “qualified investors” within the meaning of the Prospectus Regulation, and must not be acted on or relied on by other persons in that member state. In the United Kingdom, this announcement and any offer of the securities referred to herein will be made pursuant to an exemption under the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”) from the prohibition in the POATRs on offers of securities to the public in the United Kingdom. Accordingly, any person making or intending to make an offer of the securities referred to herein in the United Kingdom may only do so in circumstances in which the offer falls within an exemption from the prohibition on public offers in Part 1 of Schedule 1 to the POATRs.
Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “EU MiFID II”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the
manufacturers’ target market assessment; however, and without prejudice to the obligations of the Issuer in accordance with EU MiFID II, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared. Offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no disclosure document required by FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing any in scope securities or otherwise making them available to retail investors in the U.K. has been or will be prepared. Offering or selling the Notes or otherwise making them available to any retail investor in the U.K. may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
Holders of Existing Notes are urged to refer to the notice of conditional redemption for more information regarding the conditions precedent to such redemption, redemption price, record date and redemption date available on the official website of the Luxembourg Stock Exchange, www.bourse.lu. This press release does not constitute a notice of conditional redemption thereof.
This announcement constitutes a public disclosure of inside information by the Issuer under Regulation (EU) 596/2014 (16 April 2014) and Implementing Regulation (EU) No 2016/1055 (10 June 2016). The person responsible for making this release on behalf of Nomad Foods Limited is Ruben Baldew, Chief Financial Officer.
Forward Looking Statements
This announcement contains “forward-looking statements” that are based on estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements are all statements other than statements of historical fact or statements in the present tense, and can be identified by words such as “targets”, “aims”, “aspires”, “assumes”, “believes”, “estimates”, “anticipates”, “expects”, “intends”, “hopes”, “may”, “would”, “should’’, “could”, “will”, “plans”, “predicts” and “potential”, as well as the negatives of these terms and other words of similar meaning. The forward-looking statements in this announcement, including expectations regarding the Company’s ability to consummate the Refinancing and the RCF Upsize and the expected terms of the Refinancing and the RCF Upsize, are made based upon the Company’s estimates, expectations and beliefs concerning future events affecting the Company and are subject to a number of known and unknown risks and uncertainties. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which it will operate, which may prove not to be accurate. The Company cautions that these forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in these forward-looking statements. Undue reliance should, therefore, not be placed on such forward-looking statements. Any forward-looking statements contained in this announcement apply only as at the date of this announcement and are not intended to give any assurance as to future results. The Company will update this announcement as required by applicable law, including the Prospectus Rules, the Listing Rules, the Disclosure and Transparency Rules, and any other applicable law or regulations, but otherwise expressly disclaims any obligation or undertaking to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.