Darling Ingredients (DAR) director corrects DSU grant in Form 4/A

Rhea-AI Filing Summary

Darling Ingredients director Celeste Clark reported an amended equity award, acquiring 1,594 deferred stock units (DSUs) of common stock on January 2, 2026 at $37.64 per share under the 2017 Omnibus Incentive Plan. The filing corrects a previously underreported DSU amount caused by an administrative error.

After this grant, Clark beneficially owned 17,787 shares of common stock directly. The DSUs vest in full on December 31, 2026, but will vest on a prorated basis if she leaves the board earlier, with any remaining unvested DSUs forfeited.

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

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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^*

Clark Celeste A.

(Last) (First) (Middle)

5601 N. MACARTHUR BLVD

(Street)

IRVING TX 75038

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/06/2026

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

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

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	01/02/2026		A		1,594(1)(2)	A(3)	$37.64	17,787	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 (DSU's) granted in accordance with the 2017 Omnibus Incentive Plan. The number of shares of the issuer's common stock underlying the DSU award is equal to the amount of the annual cash compensation the reporting person elected to receive in DSU's, 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 DSU's will vest in a prorated portion based on the reporting person's time of service and the unvested DSU's will be forfeited.

	/s/ Teun Tchornobay, Attorney-in-Fact for Celeste Clark	02/17/2026
	** 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).
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FAQ

What insider transaction did Darling Ingredients (DAR) report in this Form 4/A?

Darling Ingredients reported an amended equity award to director Celeste Clark. She acquired 1,594 deferred stock units of common stock on January 2, 2026 at $37.64 per share under the 2017 Omnibus Incentive Plan, correcting an earlier underreported amount due to an administrative error.

How many Darling Ingredients (DAR) shares does the director own after this transaction?

After the transaction, director Celeste Clark beneficially owned 17,787 shares. This figure reflects her direct ownership of Darling Ingredients common stock following the 1,594 deferred stock units granted on January 2, 2026 as reported in the amended Form 4 filing.

What are the vesting terms for the Darling Ingredients (DAR) deferred stock units?

The deferred stock units vest in full on December 31, 2026. If Celeste Clark stops serving as a director before that date, the DSUs will vest on a prorated basis based on her time of service, and any remaining unvested DSUs will be forfeited.

Why did Darling Ingredients (DAR) file an amended Form 4 for this director award?

The amended Form 4 corrects the number of deferred stock units reported. The company states the DSUs acquired on January 2, 2026 were initially underreported because of an administrative error, and this amendment updates the grant amount to 1,594 units.

How was the number of Darling Ingredients (DAR) deferred stock units determined?

The DSU number is based on the director’s elected cash compensation. Clark’s annual cash compensation that she chose to receive in DSUs was divided by the closing market price of Darling Ingredients common stock on January 2, 2026 to calculate the 1,594-unit award.

What role does Celeste Clark have at Darling Ingredients (DAR)?

Celeste Clark serves as a director of Darling Ingredients. The Form 4/A identifies her relationship to the issuer as a director, and the reported 1,594 deferred stock units represent compensation granted in that board role under the company’s 2017 Omnibus Incentive Plan.