Darling Ingredients director awarded stock units

Darling Ingredients Inc. director Celeste A. Clark reported acquiring additional common stock-based awards as part of her board compensation.

Rhea-AI Filing Summary

Darling Ingredients Inc. director Celeste A. Clark reported acquiring additional common stock-based awards as part of her board compensation. On May 7, 2026, she received 130 shares at a reference price of $37.64 per share and a separate grant of 2,650 Deferred Stock Units (DSUs).

The DSUs were granted under the company’s 2026 Omnibus Incentive Plan, based on Ms. Clark electing to take a prorated increase in her annual cash compensation in DSUs instead of cash, using the January 2, 2026 closing market price to determine the number of units. These DSUs vest in full on December 31, 2026, with prorated vesting if her board service ends earlier.

Insider Trade Summary

Grant/Award: 2,780 shares

Grant/Award 2 txns

Insider Clark Celeste A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,650	$0.00	$0.00
Grant/Award	Common Stock	130	$37.64	$5K

Holdings After Transaction: Common Stock — 20,567 shares (Direct)

Footnotes (2)

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. 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

Share award: 130 shares Reference price: $37.64 per share Deferred Stock Units: 2,650 DSUs +2 more

5 metrics

Share award 130 shares Common stock grant on May 7, 2026

Reference price $37.64 per share Price used for 130-share award

Deferred Stock Units 2,650 DSUs Grant under 2026 Omnibus Incentive Plan

DSU vesting date December 31, 2026 Full vesting date; prorated if service ends earlier

Pricing date for DSU calculation January 2, 2026 Closing market price used to size DSU award

Key Terms

Deferred Stock Units (DSUs), 2026 Omnibus Incentive Plan, prorated annual cash compensation increase, vesting, +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."

prorated annual cash compensation increase financial

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

vesting financial

"These DSUs vest in full on December 31, 2026, provided however that if the reporting person ceases to serve"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

forfeited financial

"a prorated portion based on the reporting person's time of service and the unvested DSUs will be forfeited."

FAQ

What did Darling Ingredients (DAR) director Celeste A. Clark report on this Form 4?

Celeste A. Clark reported acquiring additional equity-based compensation in Darling Ingredients common stock. She received 130 shares at a reference price and 2,650 Deferred Stock Units (DSUs) granted under the 2026 Omnibus Incentive Plan tied to her board compensation election.

How many Deferred Stock Units did Celeste A. Clark receive from Darling Ingredients (DAR)?

She received a grant of 2,650 Deferred Stock Units (DSUs). The number of DSUs equals the prorated annual cash compensation increase she elected to take in DSUs, divided by the closing market price of Darling Ingredients common stock on January 2, 2026.

When do Celeste A. Clark’s Darling Ingredients (DAR) DSUs vest?

These DSUs vest in full on December 31, 2026. If she stops serving as a director before that date, a prorated portion vests based on her time of service and any remaining unvested DSUs are forfeited under the plan’s terms.

How was the number of DSUs for Darling Ingredients (DAR) director Celeste A. Clark calculated?

The DSUs were calculated by taking the prorated annual cash compensation increase she chose to receive in DSUs, then dividing that cash amount by the closing market price of Darling Ingredients common stock on January 2, 2026, as specified in the plan footnote.

Is Celeste A. Clark’s Form 4 transaction in Darling Ingredients (DAR) an open-market purchase?

No. The filing characterizes both transactions as grant or award acquisitions. They reflect equity-based compensation, including Deferred Stock Units awarded under the 2026 Omnibus Incentive Plan, rather than open-market buying or selling of Darling Ingredients common stock.

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Accepted by SEC EDGAR 05/08/2026 - 05:12 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^*

Clark Celeste A.

(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)

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	20,437	D
Common Stock	05/07/2026		A		130(1)	A(2)	$37.64	20,567	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. 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 Celeste Clark	05/08/2026
	** 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)