Form 4: Darling Ingredients CEO Disposes 62,500 DAR Shares in Two Trades

Rhea-AI Filing Summary

Randall C. Stuewe, Chairman and CEO of Darling Ingredients Inc. (DAR), reported two open-market sales of the company’s common stock in August 2025. On 08/15/2025 he sold 27,500 shares at a weighted-average price of $31.17, and on 08/18/2025 he sold 35,000 shares at a weighted-average price of $30.92. The filings show total beneficial ownership declining from 816,437 shares after the first sale to 781,437 shares after the second sale. Both transactions were reported on Form 4 and executed in multiple trades; the reporter offered to provide detailed trade-by-trade prices upon request. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Stuewe.

Positive

• None.

Negative

• Insider sold 62,500 shares via two open-market transactions on 08/15/2025 and 08/18/2025, reducing reported holdings.
• Reported beneficial ownership declined from 816,437 shares to 781,437 shares following the transactions.
• No Rule 10b5-1 plan checkbox indicated in the visible filing, so sales are not shown as pursuant to an affirmative defense in the provided content.

Insights

Financial Analyst

TL;DR: CEO sold 62,500 shares in two open-market transactions, reducing beneficial ownership modestly.

The two disclosed sales total 62,500 shares executed on 08/15/2025 and 08/18/2025 at weighted-average prices of $31.17 and $30.92 respectively. Reported beneficial ownership fell from 816,437 to 781,437 shares, a reduction of roughly 4.3% of the pre-sale reported holdings. These are open-market dispositions reported on Form 4; the filer indicates trades occurred in multiple executions and offers to provide granular trade details on request. As a routine insider sale disclosure, this report provides transparency about the CEO’s liquidity events but does not include any accompanying explanation such as Rule 10b5-1 plan notation.

Corporate Governance Expert

TL;DR: Insider sales were formally reported and signed by attorney-in-fact; no indication of planned-trading defense was marked.

The Form 4 identifies Mr. Stuewe as both Director and Chairman and CEO, and the filing was executed by an attorney-in-fact. The checkbox that would indicate transactions pursuant to a Rule 10b5-1 trading plan is not marked in the visible content. The filing discloses weighted-average prices and offers further transaction detail on request, fulfilling Form 4 disclosure obligations. From a governance perspective, the filing documents compliance with reporting rules but provides no explanatory context for the sales.

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^*

STUEWE RANDALL C

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		S		27,500	D	$31.17(1)	816,437	D
Common Stock	08/18/2025		S		35,000	D	$30.92(2)	781,437	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. This transaction was executed in multiple trades at prices ranging from $31.10 to $31.26; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

2. This transaction was executed in multiple trades at prices ranging from $30.81 to $31.04; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

	/s/ Martijn van Steenpaal, as Attorney-in-Fact for Randall C. Stuewe	08/19/2025
	** 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.

FAQ

What transactions did DAR CEO Randall C. Stuewe report on Form 4?

The Form 4 reports two open-market sales: 27,500 shares on 08/15/2025 at a weighted-average price of $31.17, and 35,000 shares on 08/18/2025 at a weighted-average price of $30.92.

How did these sales change Randall Stuewe’s ownership in DAR?

Beneficial ownership decreased from 816,437 shares after the first sale to 781,437 shares after the second sale, a net reduction of 35,000 shares between the two reported positions.

Were the sales executed at single prices or multiple trades?

The filing states both transactions were executed in multiple trades and reports weighted-average prices; the filer offered to provide detailed trade-by-trade prices on request.

Did the Form 4 indicate the transactions were under a 10b5-1 trading plan?

In the provided content, the checkbox that would indicate a Rule 10b5-1(c) plan is not marked, and no such plan is disclosed.

Who signed the Form 4 for Randall Stuewe?

The Form 4 was signed /s/ Martijn van Steenpaal, as Attorney-in-Fact for Randall C. Stuewe and dated 08/19/2025.