Nomad Foods Ltd 2025年年度报告和过渡报告

FORM20-F (Mark One) oRegistration Statement Pursuant to Section 12(b) or (g)of the Securities Exchange Act of 1934☒Annual Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year EndedDecember31, 2024☐Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934oShell Company Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 Nomad Foods Limited Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.156,090,858Ordinary Shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.x YesoNo If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of1934.o YesxNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.x YesoNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).x YesoNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “largeaccelerated filer, accelerated filer, and emerging growth company” in Rule 12b-2 of the Exchange Act.: Large accelerated filerxAccelerated fileroNon-accelerated fileroEmerging growth company☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification afterApril 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.xIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: TABLE OF CONTENTS TERMS USED IN THIS REPORTPRESENTATION OF FINANCIAL AND OTHER INFORMATIONINDUSTRY AND MARKET DATATRADEMARKSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPARTIItem 1:Identity of Directors, Senior Management and AdvisersItem 2:Offer Statistics and Expected TimetableItem 3:Key InformationItem 4.Information on the CompanyItem4A.Unresolved Staff CommentsItem 5.Operating and Financial Review and ProspectsItem 6.Directors, Senior Management and EmployeesItem 7.Major Shareholders and Related Party TransactionsItem 8.Financial InformationItem 9.The Offer and ListingItem 10.Additional InformationItem 11.Quantitative and Qualitative Disclosures About Market RiskItem 12.Description of Securities Other than Equity SecuritiesItem 13.Defaults, Dividend Arrearages and DelinquenciesItem 14.Material Modifications to the Rights of Security Holders and Use of ProceedsItem 15.Controls and ProceduresItem16A.Audit Committee Financial ExpertItem 16B.Code of EthicsItem 16C.Principal Accountant Fees and ServicesItem 16D.Exemptions from the Listing Standards for Audit CommitteesItem 16E.Purchases of Equity Securities by the Issuer and Affiliated PurchasersItem 16F.Change in Registrants’ Certifying AccountantItem16G.Corporate GovernanceItem 16H.Mine Safety DisclosureItem 16I.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsItem 16J.Insider Trading PolicyItem 16K.CybersecurityItem 17.Financial StatementsItem 18.Financial StatementsItem 19.Exhibits TERMS USED IN THIS REPORT Unless the context otherwise requires, in this annual report, the term(s)“we,” “us,” “our,” “Company,” “Nomad,”, “NomadFoods” and “our business” refer to Nomad Foods Limited and its consolidated subsidiaries. PRESENTATION OF FINANCIAL AND OTHER INFORMATION In this annual report, references to “Euro” and “€” are to t