Darling Ingredients director granted stock unit awards

Darling Ingredients director Randy L. Hill reported amended stock-based awards.

Rhea-AI Filing Summary

Darling Ingredients director Randy L. Hill reported amended stock-based awards. On May 7, 2026, he acquired 701 shares of common stock at $37.64 per share and 2,650 additional shares at no cost, all recorded as grants or awards rather than open-market purchases.

Footnotes explain these are Deferred Stock Units granted under the 2026 Omnibus Incentive Plan, based on his prorated annual cash compensation that he elected to receive in DSUs. The amendment corrects a previously underreported DSU amount. These DSUs vest in full on December 31, 2026, with prorated vesting and forfeiture of any unvested portion if he leaves the board earlier.

Insider Trade Summary

Grant/Award: 3,351 shares

Grant/Award 2 txns

Insider Hill Randy L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,650	$0.00	$0.00
Grant/Award	Common Stock	701	$37.64	$26K

Holdings After Transaction: Common Stock — 16,226 shares (Direct)

Footnotes (3)

1. F1. Deferred Stock Units (DSUs) granted in accordance with the 2026 Omnibus Incentive Plan. The number of shares of the issuer's common stock underlying the DSU award is equal to the amount of the prorated annual cash compensation increase the reporting person elected to receive in DSUs, divided by the closing market price of a share of the issuer's common stock on January 2, 2026.
2. F2. This amendment corrects the number of DSUs acquired, which was inadvertently underreported due to an administrative error.
3. F3. These DSUs vest in full on December 31, 2026, provided however that if the reporting person ceases to serve as a director on the Issuer's board prior to that date, these DSUs will vest in a prorated portion based on the reporting person's time of service and the unvested DSUs will be forfeited.

Key Figures

Stock grant at market-linked price: 701 shares at $37.64/share Additional no-cost stock grant: 2,650 shares at $0.00/share Combined DSU-related share grants: 3,351 shares +1 more

4 metrics

Stock grant at market-linked price 701 shares at $37.64/share Common stock grant on May 7, 2026

Additional no-cost stock grant 2,650 shares at $0.00/share Common stock grant on May 7, 2026

Combined DSU-related share grants 3,351 shares Total of both May 7, 2026 grants

DSU vesting date December 31, 2026 Full vesting if director continues service

Key Terms

Deferred Stock Units (DSUs), 2026 Omnibus Incentive Plan, annual cash compensation increase, vest in full, +1 more

5 terms

Deferred Stock Units (DSUs) financial

"Deferred Stock Units (DSUs) granted in accordance with the 2026 Omnibus Incentive Plan."

Deferred stock units (DSUs) are a form of long-term pay that promises an employee or director future company shares or cash equal to the share value at a later date, usually after leaving the company or at a set vesting time. Think of them as a delayed paycheck tied to the stock: they align recipients’ interests with long-term share performance and matter to investors because they create potential future dilution and signal how management is rewarded and incentivized.

2026 Omnibus Incentive Plan financial

"Deferred Stock Units (DSUs) granted in accordance with the 2026 Omnibus Incentive Plan."

annual cash compensation increase financial

"equal to the amount of the prorated annual cash compensation increase the reporting person elected to receive in DSUs"

vest in full financial

"These DSUs vest in full on December 31, 2026"

forfeited financial

"the unvested DSUs will be forfeited."

FAQ

What insider transaction did Darling Ingredients (DAR) report for Randy L. Hill?

Darling Ingredients director Randy L. Hill reported the acquisition of common stock through grants and awards, not open-market purchases. Two Form 4/A entries show stock-based compensation granted on May 7, 2026, reflected as Deferred Stock Units under the company’s 2026 Omnibus Incentive Plan.

How many shares were granted to Darling Ingredients (DAR) director Randy L. Hill?

Randy L. Hill was granted 701 shares of common stock at $37.64 per share and 2,650 additional shares at no cost. These grants are structured as Deferred Stock Units tied to his prorated annual cash compensation election under the 2026 Omnibus Incentive Plan.

What is the price associated with Randy L. Hill’s Darling Ingredients (DAR) stock grant?

One grant to Randy L. Hill reflects 701 shares of Darling Ingredients common stock at a price of $37.64 per share. A second grant of 2,650 shares is recorded at zero cost, consistent with stock-based compensation awards rather than open-market purchases by the director.

What are Deferred Stock Units (DSUs) in Darling Ingredients (DAR)’s Form 4/A filing?

The filing describes Deferred Stock Units as awards whose underlying share count equals Hill’s prorated annual cash compensation increase divided by the January 2, 2026 closing share price. These DSUs represent future delivery of Darling Ingredients common stock, subject to vesting conditions tied to his board service.

When do Randy L. Hill’s Darling Ingredients (DAR) DSUs vest?

The DSUs for Randy L. Hill vest in full on December 31, 2026, if he continues serving as a director. If his board service ends earlier, the award vests only on a prorated basis for time served and any remaining unvested DSUs are forfeited according to the plan terms.

Why was this Darling Ingredients (DAR) Form 4/A filed as an amendment?

The amendment states that the number of DSUs acquired was previously underreported because of an administrative error. This Form 4/A corrects the DSU amount for Randy L. Hill so the reported stock-based compensation aligns with the actual award granted under the 2026 Omnibus Incentive Plan.

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Accepted by SEC EDGAR 05/14/2026 - 05:26 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hill Randy L

(Last) (First) (Middle)

5601 N. MACARTHUR BLVD

(Street)

IRVING TEXAS 75038

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
DARLING INGREDIENTS INC. [ DAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/08/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2026		A		2,650	A	$0	15,525	D
Common Stock	05/07/2026		A		701(1)(2)	A(3)	$37.64	16,226	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Deferred Stock Units (DSUs) granted in accordance with the 2026 Omnibus Incentive Plan. The number of shares of the issuer's common stock underlying the DSU award is equal to the amount of the prorated annual cash compensation increase the reporting person elected to receive in DSUs, divided by the closing market price of a share of the issuer's common stock on January 2, 2026.

2. This amendment corrects the number of DSUs acquired, which was inadvertently underreported due to an administrative error.

3. These DSUs vest in full on December 31, 2026, provided however that if the reporting person ceases to serve as a director on the Issuer's board prior to that date, these DSUs will vest in a prorated portion based on the reporting person's time of service and the unvested DSUs will be forfeited.

	/s/ Teun Tchornobay, as Attorney-in-Fact for Randy Hill	05/14/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)