Darling Ingredients ends 2018 Indenture after full 2026 note redemption

Rhea-AI Filing Summary

Darling Ingredients Inc. (NYSE: DAR) filed a Form 8-K to report the termination of a material definitive agreement under Item 1.02.

On June 26, 2025, its wholly-owned subsidiary Darling Global Finance B.V. redeemed 100% of the outstanding 3.625% Senior Notes due 2026 that had been issued under the Senior Notes Indenture dated May 2, 2018. Following the redemption, the Issuer elected to satisfy and discharge the Indenture in accordance with its terms. The Trustee, Citibank, N.A., London Branch, acknowledged the satisfaction and discharge on July 8, 2025.

As a result, Darling Ingredients Inc., the Issuer and the related subsidiary guarantors were released from all remaining obligations under the Indenture, except those expressly stated to survive a discharge.

No financial statements or pro-forma information were required in the filing, and the company did not disclose the principal amount of notes redeemed or any associated gain/loss.

Insights

Credit Analyst

TL;DR: Early redemption cancels 2026 notes, removes indenture obligations—credit-positive.

The filing confirms that Darling completed a full redemption of its 3.625% 2026 Senior Notes and formally discharged the 2018 Indenture. Although the principal amount is not specified, the action eliminates a fixed-rate debt instrument two years ahead of maturity, meaning the company will cease paying the 3.625% coupon and is no longer bound by the Indenture’s covenants. The absence of any replacement financing in the 8-K suggests the redemption was funded with existing liquidity, but the document does not disclose the source of funds. From a credit-perspective, the removal of debt and related restrictions generally improves leverage and financial flexibility, assuming no material cash strain. Investors should review future filings for updated leverage metrics.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) July 8, 2025

DARLING INGREDIENTS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-13323		36-2495346
(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 class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value per share		DAR		New York Stock Exchange (NYSE)
Indicate By check
				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. ☐

Item 1.02. Termination of Material Definitive Agreement.

On June 26, 2025, Darling Global Finance B.V. (the “Issuer”) redeemed all of its outstanding 3.625% Senior Notes due 2026 (the “2026 Notes”) issued under a Senior Notes Indenture, dated as of May 2, 2018 (the “Indenture”) between the Issuer, Darling Ingredients Inc. and Citibank, N.A., London Branch, as trustee (the “Trustee”). The Issuer elected to satisfy and discharge the Indenture in accordance with its terms, and the Trustee acknowledged such satisfaction and discharge on July 8, 2025. As a result, the Issuer, Darling Ingredients Inc. and its subsidiaries party to the Indenture were released from their remaining obligations under the Indenture, other than those obligations in the Indenture that are expressed to survive satisfaction and discharge.

A summary description of the Indenture is set forth in, and a copy of the Indenture is an exhibit to, the Current Report on Form 8-K filed by Darling Ingredients Inc. with the Securities and Exchange Commission on May 2, 2018.

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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: July 8, 2025				By:		/s/ John F. Sterling
						John F. Sterling
						Executive Vice President, General Counsel and Secretary

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FAQ

What did Darling Ingredients (DAR) announce in its July 8, 2025 Form 8-K?

The company reported that its subsidiary redeemed all outstanding 3.625% Senior Notes due 2026 and satisfied the related Indenture.

Which notes were redeemed by Darling Global Finance B.V.?

The 3.625% Senior Notes due 2026 issued under the May 2, 2018 Indenture.

When did the trustee acknowledge the discharge of the Indenture?

July 8, 2025.

Does the 8-K disclose the principal amount of notes redeemed?

No. The filing does not specify the principal amount or financial impact.

What obligations remain after the discharge of the Indenture?

Only those obligations that are expressly stated in the Indenture to survive satisfaction and discharge.