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  4. [Form 3] DARLING INGREDIENTS INC. Initial Statement of Beneficial Ownership

Darling Ingredients (DAR) EVP reports holdings of stock and options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Darling Ingredients Inc. executive officer Nicholas Kemphaus, EVP, General Counsel & Secretary, filed an initial ownership report showing his equity holdings in the company. He beneficially owns 27,768 shares of common stock, which include 3,339 Restricted Stock Units (RSUs) that settle in common stock and vest in 2027 and 2028 under the company’s omnibus incentive plan.

He also holds several employee stock options to buy common stock, including 2,923 shares at $8.51 expiring on 02/25/2026 and 5,760 shares at $12.29 expiring on 02/06/2027. Additional options cover thousands of shares with exercise prices up to $28.89 and expiration dates running through 01/06/2030, reflecting long-term incentive grants tied to past service.

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Insider Kemphaus Nicholas James
Role EVP Gen. Counsel & Secretary
Type Security Shares Price Value
holding Employee Stock Option (right to buy) -- -- --
holding Employee Stock Option (right to buy) -- -- --
holding Employee Stock Option (right to buy) -- -- --
holding Employee Stock Option (right to buy) -- -- --
holding Employee Stock Option (right to buy) -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Employee Stock Option (right to buy) — 2,923 shares (Direct); Common Stock — 27,768 shares (Direct)
Footnotes (1)
  1. The 27,768 reported shares include 3,339 Restricted Stock Units (RSUs) issued under the Darling Ingredients Inc. 2017 Omnibus Incentive Plan. The RSUs may be settled only in shares of common stock (one share per RSU) and will vest as follows: RSUs granted on 1/3/2024: 845 shares will vest on 1/3/2027: RSUs granted on 1/3/2025: 1,247 shares will vest on each of 1/3/2027 and 1/3/2028 Options granted pursuant to the 2012 Omnibus Incentive Plan to purchase 974 shares became exercisable on each of 2/25/17 and 2/25/18 and 975 shares became exercisable on 2/25/19. Options granted pursuant to the 2017 Omnibus Incentive Plan to purchase 1,920 shares became exercisable each of 2/06/18, 2/06/19 and 2/06/20. Options granted pursuant to the 2017 Omnibus Incentive Plan to purchase 1,347 shares become exercisable on each of 1/29/19 and 1/29/20 and 1,348 shares became exercisable on 1/29/21. Options granted pursuant to the 2017 Omnibus Incentive Plan to purchase 1,234 shares became exercisable on 1/25/20 and 1,235 shares became exercisable on each of 1/25/21 and 1/25/2022. Options granted pursuant to the 2017 Omnibus Incentive Plan to purchase 1,476 shares became exercisable on each of 1/06/21, 1/06/22 and 1/06/23.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Kemphaus Nicholas James
(Last) (First) (Middle)
5601 N. MACARTHUR BLVD.
(Street)
IRVING TX 75038
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/04/2026 		3. Issuer Name and Ticker or Trading Symbol
DARLING INGREDIENTS INC. [ DAR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP Gen. Counsel & Secretary
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 27,768(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (2) 02/25/2026 common stock 2,923 $8.51 D
Employee Stock Option (right to buy) (3) 02/06/2027 common stock 5,760 $12.29 D
Employee Stock Option (right to buy) (4) 01/29/2028 common stock 4,042 $18.82 D
Employee Stock Option (right to buy) (5) 01/25/2029 common stock 3,704 $21 D
Employee Stock Option (right to buy) (6) 01/06/2030 common stock 4,428 $28.89 D
Explanation of Responses:
1. The 27,768 reported shares include 3,339 Restricted Stock Units (RSUs) issued under the Darling Ingredients Inc. 2017 Omnibus Incentive Plan. The RSUs may be settled only in shares of common stock (one share per RSU) and will vest as follows: RSUs granted on 1/3/2024: 845 shares will vest on 1/3/2027: RSUs granted on 1/3/2025: 1,247 shares will vest on each of 1/3/2027 and 1/3/2028
2. Options granted pursuant to the 2012 Omnibus Incentive Plan to purchase 974 shares became exercisable on each of 2/25/17 and 2/25/18 and 975 shares became exercisable on 2/25/19.
3. Options granted pursuant to the 2017 Omnibus Incentive Plan to purchase 1,920 shares became exercisable each of 2/06/18, 2/06/19 and 2/06/20.
4. Options granted pursuant to the 2017 Omnibus Incentive Plan to purchase 1,347 shares become exercisable on each of 1/29/19 and 1/29/20 and 1,348 shares became exercisable on 1/29/21.
5. Options granted pursuant to the 2017 Omnibus Incentive Plan to purchase 1,234 shares became exercisable on 1/25/20 and 1,235 shares became exercisable on each of 1/25/21 and 1/25/2022.
6. Options granted pursuant to the 2017 Omnibus Incentive Plan to purchase 1,476 shares became exercisable on each of 1/06/21, 1/06/22 and 1/06/23.
/s/ Teun Tchornobay, as Attorney-in-Fact for Nicholas Kemphaus 01/06/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider ownership did Darling Ingredients (DAR) report in this Form 3?

The reporting person, EVP Gen. Counsel & Secretary Nicholas Kemphaus, disclosed 27,768 shares of Darling Ingredients common stock beneficially owned, including both directly held shares and Restricted Stock Units.

How many Darling Ingredients (DAR) RSUs does the executive hold and when do they vest?

The 27,768 reported shares include 3,339 RSUs issued under the 2017 Omnibus Incentive Plan. RSUs granted on 1/3/2024 include 845 shares vesting on 1/3/2027. RSUs granted on 1/3/2025 include 1,247 shares vesting on each of 1/3/2027 and 1/3/2028.

What stock options does the Darling Ingredients (DAR) executive report owning?

He reports multiple employee stock options on common stock, including 2,923 shares at $8.51 expiring 02/25/2026, 5,760 shares at $12.29 expiring 02/06/2027, 4,042 shares at $18.82 expiring 01/29/2028, 3,704 shares at $21 expiring 01/25/2029, and 4,428 shares at $28.89 expiring 01/06/2030.

Under which incentive plans were the Darling Ingredients (DAR) options and RSUs granted?

The RSUs were granted under the Darling Ingredients Inc. 2017 Omnibus Incentive Plan. The options were granted under the 2012 Omnibus Incentive Plan and the 2017 Omnibus Incentive Plan, with specific tranches becoming exercisable on various past dates.

What is the date of the event requiring this Darling Ingredients (DAR) Form 3 filing?

The date of the event requiring this ownership statement is listed as 01/04/2026.

Is the Darling Ingredients (DAR) Form 3 filed by a single reporting person?

Yes. The filing indicates it is a Form filed by one reporting person, covering the holdings of Nicholas Kemphaus.