Darling Ingredients (NYSE: DAR) EVP receives share grant, withholds stock for taxes

Rhea-AI Filing Summary

Darling Ingredients executive Jan van der Velden received 14,803 shares of Common Stock as a grant on performance shares for the 2023–2025 period. These were awarded at no cash cost to him. On the same date, 7,328 shares were disposed of to cover tax obligations at $51.92 per share. After these transactions, he directly owned 79,153 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^*

van der Velden Jan

(Last) (First) (Middle)

KANAALDIJK NOORD 20-21

(Street)

SON P7 5691 NM

(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 Int Rendering&Specialties

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		A		14,803(1)	A	$0	86,481	D
Common Stock	03/09/2026		F		7,328	D	$51.92	79,153	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. Shares of common stock received by the reporting person upon vesting of performance shares related to the performance period from 2023 - 2025.

	/s/ Teun Tchornobay as Attorney-in-Fact for Jan van der Velden	03/10/2026
	** 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 transaction did DAR executive Jan van der Velden report?

Jan van der Velden reported a grant of 14,803 Darling Ingredients common shares tied to a 2023–2025 performance period. On the same date, 7,328 shares were disposed of to satisfy tax obligations, leaving him with 79,153 shares directly owned afterward.

Were Jan van der Velden’s DAR shares bought on the open market?

No, the 14,803 Darling Ingredients shares were received as a grant upon vesting of performance shares for 2023–2025. This is a compensation-related award, not an open-market purchase, and involved no cash paid per share by the executive.

Why were 7,328 DAR shares disposed of in this Form 4 filing?

The 7,328 Darling Ingredients shares were disposed of to cover tax liabilities related to the vesting event. The transaction used a price of $51.92 per share and is characterized as a tax-withholding disposition rather than a discretionary market sale.

How many DAR shares does Jan van der Velden own after these transactions?

After the grant and tax-withholding disposition, Jan van der Velden directly owns 79,153 Darling Ingredients common shares. This total reflects his updated direct holding following the compensation award and the related share disposition for tax obligations.

What is the nature of the performance shares granted to the DAR executive?

The 14,803 shares represent common stock received upon vesting of performance shares linked to the 2023–2025 performance period. This structure ties compensation to multi-year company performance metrics, resulting in a share award once the performance period concludes.