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Darling Ingredients (NYSE: DAR) lifts share repurchase authorization to $1B

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Darling Ingredients Inc. updated its capital return plans as the Board of Directors refreshed and increased its share repurchase program to $1.0 billion of common stock. Repurchases under the program will depend on market conditions. The authorization increases a prior $500.0 million program to $1.0 billion, has no expiration date, and may be modified, suspended or discontinued at any time.

Management cited a strengthening balance sheet and accelerating cash generation, saying this provides flexibility to invest in the business, pursue attractive organic growth opportunities and return capital to shareholders within a disciplined capital allocation framework. Darling Ingredients describes itself as a pioneer in circularity, operating over 260 facilities in more than 15 countries.

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Filing Explained

The August 5 Form 8-K records a $1.0 billion authorization for future common-stock repurchases, not completed purchases: the filing gives no shares bought or amount spent, so the immediate change is available repurchase capacity rather than a disclosed reduction in common shares.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Share repurchase authorization $1.0 billion Total size of refreshed share repurchase program for common stock
Previous buyback authorization $500.0 million Aggregate amount of the share repurchase program before the increase
Facilities operated over 260 facilities Global operating footprint described in the company overview
Countries of operation more than 15 countries Geographic reach of Darling Ingredients’ operations
Animal by-products processed about 15% of the world’s animal agricultural by-products Share of global animal agricultural by-products processed by the company
Collagen production share about 30% of the world’s collagen Portion of global collagen production attributed to Darling Ingredients
share repurchase program financial
"refreshed and increased its <term> to $1 billion"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
Regulation FD Disclosure regulatory
"Item 7.01. <term>."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"This release may contain “<term>,” which include information"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
capital allocation framework financial
"Consistent with its disciplined <term>, the company will continue"
A capital allocation framework is a set of guiding principles that a company uses to decide how to distribute its financial resources among various needs, such as investing in growth, paying dividends, or reducing debt. It helps ensure that the company's money is used efficiently to create value over time. For investors, understanding this framework offers insight into how a company plans to grow and manage its finances sustainably.
circularity technical
"A pioneer in <term>, Darling Ingredients Inc. (NYSE: DAR)"
Circularity describes a situation where a company's financial resources or products are used in a loop that depends on ongoing input or support from outside sources, creating a cycle that can be hard to break. For investors, it highlights potential risks of reliance on continuous funding or external factors, which can affect the company's stability and long-term prospects. Think of it like a hamster wheel—constant movement without making real progress.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What change did Darling Ingredients (DAR) make to its share repurchase program?

Darling Ingredients’ Board refreshed and increased its share repurchase program to $1.0 billion of common stock. This raises the prior $500.0 million authorization, with repurchases dependent on market conditions and the program subject to modification, suspension or discontinuation at any time.

How large is Darling Ingredients' (DAR) new stock buyback authorization?

The company’s updated share repurchase authorization totals $1.0 billion of Darling Ingredients common stock. This represents an increase from a previously announced $500.0 million program and provides capacity for discretionary open-market or other repurchases, depending on prevailing market conditions.

Why did Darling Ingredients (DAR) expand its share repurchase program?

Management stated the larger buyback reflects a strengthening balance sheet and accelerating cash generation. Leadership said this financial position gives flexibility to invest in the business, pursue organic growth opportunities and return capital, aligning with a disciplined capital allocation framework and long-term shareholder value focus.

Does Darling Ingredients' (DAR) $1 billion repurchase program have an expiration date?

The share repurchase authorization has no expiration date. However, Darling Ingredients noted the program can be modified, suspended or discontinued at any time, and actual share repurchases under the authorization will depend on market conditions and other evolving factors.

What does Darling Ingredients (DAR) do and how broad is its global footprint?

Darling Ingredients is described as a pioneer in circularity, transforming animal agriculture and food industry materials into useful ingredients. It operates over 260 facilities in more than 15 countries, processes about 15% of global animal agricultural by-products and produces about 30% of the world’s collagen.

What risks are highlighted in Darling Ingredients' (DAR) forward-looking statements?

The company notes forward-looking statements involve risks and uncertainties that could cause actual results to differ materially. It emphasizes the repurchase program may be modified, suspended or discontinued, and references numerous other factors described in its SEC filings that could affect future performance.
0000916540false00009165402026-08-052026-08-05


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
      
FORM 8-K
       
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
August 5, 2026
DARLING INGREDIENTS INC.
(Exact Name of Registrant as Specified in Charter)
 
Delaware001-1332336-2495346
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
            5601 N. MacArthur Blvd., Irving, Texas 75038                    
                (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 717-0300                

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock $0.01 par value per shareDARNew York Stock Exchange(“NYSE”)
NYSE Texas
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

1


Item 7.01.     Regulation FD Disclosure.

On August 5, 2026, the Board of Directors of Darling Ingredients Inc. (the “Company”) refreshed and increased the Company’s previously announced share repurchase program from an aggregate amount of $500.0 million to $1.0 billion of the Company’s Common Stock depending on market conditions. There is no expiration date for this program and the repurchase authorization may be modified, suspended, or discontinued at any time. On August 5, 2026, the Company issued a press release announcing these updates to the share repurchase program. A copy of the press release is furnished as Exhibit 99 to this Current Report on Form 8-K (“Current Report”).

The information in this Current Report, including Exhibit 99 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

99 Press Release dated August 5, 2026 (furnished pursuant to Item 7.01).
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
2


SIGNATURES

    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 hereunto duly authorized.

  
 
DARLING INGREDIENTS INC.
Date: August 5, 2026By:/s/ Nick Kemphaus
Nick Kemphaus
Executive Vice President,
General Counsel

3

EXHIBIT 99.1     
darlingingredientslogoa.jpg
FOR IMMEDIATE RELEASE
Aug. 5, 2026

Darling Ingredients' Board of Directors Authorizes $1 billion Share Repurchase Program

IRVING, Texas, Darling Ingredients Inc. (NYSE: DAR), today announced that the Board of Directors has refreshed and increased its share repurchase program to $1 billion.

“As our balance sheet continues to strengthen and cash generation accelerates, we have the flexibility to invest in our business, pursue attractive organic growth opportunities and return capital to our shareholders,” said Randall C. Stuewe, Chairman and Chief Executive Officer. “This share repurchase program reflects our confidence in Darling’s future and demonstrates our commitment to delivering long-term shareholder value.”

As the company discussed at its Investor Day, Darling Ingredients expects to generate cash flow across various market cycles. Consistent with its disciplined capital allocation framework, the company will continue to evaluate strategies to deliver long-term shareholder value.

About Darling Ingredients
A pioneer in circularity, Darling Ingredients Inc. (NYSE: DAR) takes material from the animal agriculture and food industries, and transforms them into valuable ingredients that nourish people, feed animals and crops, and fuel the world with renewable energy. The company operates over 260 facilities in more than 15 countries and processes about 15% of the world’s animal agricultural by-products, produces about 30% of the world’s collagen (both gelatin and hydrolyzed collagen), and is one of the largest producers of renewable energy. To learn more, visit darlingii.com. Follow us on LinkedIn.

Cautionary Statements Regarding Forward-Looking Information:
This release may contain “forward-looking statements,” which include information concerning the Company’s financial performance, plans, objectives, goals, strategies, future earnings, cash flow, performance and other information that is not historical information. When used in this release, the words “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “will” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statements contained in this release. Further, the Company’s announced share repurchase program may be modified, suspended or discontinued at any time and purchases of shares under the program are subject to market conditions and other factors, which are likely to change from time to time. Numerous other factors, many of which are beyond the Company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. Other risk factors include those that are discussed in the Company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

# # #



Darling Ingredients Contacts
Media: Jillian Fleming
Director, Global Communications
(972) 541-7115; jillian.fleming@darlingii.com


Investors: Suann Guthrie
Senior VP, Investor Relations, Sustainability & Communications
(469) 214-8202; suann.guthrie@darlingii.com



Filing Exhibits & Attachments

4 documents