Darling Ingredients (DAR) EVP Kemphaus exercises options, sells common stock

Rhea-AI Filing Summary

Darling Ingredients EVP, General Counsel & Secretary Nicholas James Kemphaus reported multiple equity transactions in the company’s stock. On February 13, 2026, he exercised 5,760 stock options at an exercise price of $12.29 per share, receiving an equal number of Darling Ingredients common shares.

On the same date, he used 3,099 shares of common stock at $52.03 per share to cover the option exercise price or related tax obligations. He then executed open-market sales of common stock in several tranches: 2,661 shares at $52.03, 2,546 shares at $52.29, 620 shares at $51.96, and 3 shares at $52.56 per share. After these transactions, he directly owned 33,876 shares of Darling Ingredients common stock.

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^*

Kemphaus Nicholas James

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. 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 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	02/13/2026		M		5,760	A	$12.29	42,805	D
Common Stock	02/13/2026		F		3,099	D	$52.03	39,706	D
Common Stock	02/13/2026		S		2,661	D	$52.03	37,045	D
Common Stock	02/13/2026		S		2,546	D	$52.29	34,499	D
Common Stock	02/13/2026		S		620	D	$51.96	33,879	D
Common Stock	02/13/2026		S		3	D	$52.56	33,876	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
Options (right to buy)	$12.29	02/13/2026		M			5,760	(1)	02/06/2027	Common Stock	5,760	$0	0	D

Explanation of Responses:

1. Options granted pursuant to 2017 Omnibus Incentive Plan to purchase 1,920 shares became exercisable on 02/06/2018, 02/06/2019 and 02/06/2020.

	/s/ Teun Tchornobay, as Attorney-in-Fact for Nick Kemphaus	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did DAR EVP Nicholas Kemphaus report on this Form 4?

Nicholas James Kemphaus reported exercising 5,760 stock options and receiving the same number of Darling Ingredients common shares. He then used 3,099 shares to cover tax or exercise costs and sold additional shares in several open-market transactions on February 13, 2026.

How many Darling Ingredients (DAR) stock options did Nicholas Kemphaus exercise?

He exercised 5,760 options at an exercise price of $12.29 per share, converting them into 5,760 shares of Darling Ingredients common stock. These options were granted under the company’s 2017 Omnibus Incentive Plan and had become exercisable in prior years.

How many Darling Ingredients (DAR) shares did Nicholas Kemphaus sell, and at what prices?

He sold common stock in several tranches: 2,661 shares at $52.03, 2,546 shares at $52.29, 620 shares at $51.96, and 3 shares at $52.56 per share. These were reported as open-market or private sale transactions on February 13, 2026.

What does the tax-withholding transaction mean in the DAR Form 4 for Nicholas Kemphaus?

The filing shows a code F transaction where 3,099 common shares at $52.03 were used to pay the option exercise price or related tax liability. This is a non-open-market disposition commonly used to satisfy obligations without paying cash.

How many Darling Ingredients (DAR) shares does Nicholas Kemphaus own after these transactions?

Following the reported exercise, tax-withholding disposition, and sales, Nicholas James Kemphaus directly holds 33,876 shares of Darling Ingredients common stock. This figure reflects his ownership after all Form 4 transactions dated February 13, 2026.

What is Nicholas Kemphaus’s role at Darling Ingredients (DAR) in this Form 4?

The Form 4 identifies Nicholas James Kemphaus as an officer of Darling Ingredients, serving as Executive Vice President, General Counsel & Secretary. The transactions reported reflect his personal direct ownership in the company’s common stock.