Darling Ingredients (DAR) EVP receives 4,621-share award, withholds 1,819 for taxes

Rhea-AI Filing Summary

Darling Ingredients EVP Nicholas Kemphaus received 4,621 shares of common stock as a grant tied to performance for the 2023–2025 period. To cover tax obligations, 1,819 shares were withheld at $51.92 per share, a non‑market disposition. After these routine compensation-related entries, he directly holds 36,678 shares.

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)
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		4,621(1)	A	$0	38,497	D
Common Stock	03/09/2026		F		1,819	D	$51.92	36,678	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 Nick Kemphaus	03/10/2026
	** 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.
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FAQ

What did Darling Ingredients (DAR) executive Nicholas Kemphaus report in this Form 4?

Nicholas Kemphaus reported a grant of 4,621 Darling Ingredients common shares that vested from 2023–2025 performance awards. He also reported 1,819 shares withheld to satisfy tax liabilities, leaving him with 36,678 directly owned shares after the transactions.

Was the Darling Ingredients (DAR) Form 4 transaction an open-market buy or sell?

The Form 4 does not show any open-market buy or sell. It reports a compensation-related share grant and a tax-withholding disposition, where 1,819 shares were withheld at $51.92 per share to cover taxes on vested performance stock.

How many Darling Ingredients (DAR) shares did Nicholas Kemphaus receive in the latest award?

He received 4,621 shares of Darling Ingredients common stock. According to the disclosure, these shares were delivered upon vesting of performance shares linked to the company’s 2023–2025 performance period, reflecting equity-based executive compensation rather than a cash transaction.

How many Darling Ingredients (DAR) shares were used to pay taxes in this Form 4?

A total of 1,819 Darling Ingredients common shares were disposed of through tax withholding at $51.92 per share. This type of transaction settles tax liabilities on vested equity awards and is not treated as an open-market sale by the executive.

What is Nicholas Kemphaus’s Darling Ingredients (DAR) share ownership after these transactions?

Following the grant and tax-withholding entries, Nicholas Kemphaus directly owns 36,678 shares of Darling Ingredients common stock. This figure reflects his post-transaction holdings as reported, combining existing shares with net shares retained from the performance award.

What is the nature of the 2023–2025 performance shares for Darling Ingredients (DAR)?

The Form 4 explains that the 4,621 shares were received upon vesting of performance shares tied to the 2023–2025 performance period. This indicates long-term incentive compensation, where share delivery depends on Darling Ingredients meeting specified multi-year performance goals.