Darling Ingredients (DAR) CEO exercises options, withholds shares for tax

Rhea-AI Filing Summary

Darling Ingredients Chairman and CEO Randall C. Stuewe exercised stock options and had shares withheld for taxes. He exercised options covering 353,152 shares on February 24, 2026 at an exercise price of $8.51 per share, converting them into common stock under the company’s 2012 Omnibus Incentive Plan. To cover taxes related to this option exercise, 174,263 common shares were disposed of at $51.64 per share through a tax-withholding transaction, rather than an open-market sale. After these transactions, he directly owned 1,013,135 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^*

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)
02/24/2026

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	02/24/2026		M		353,152	A	$8.51	1,187,398	D
Common Stock	02/24/2026		F		174,263	D	$51.64	1,013,135	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)	$8.51	02/24/2026		M			353,152	(1)	02/25/2026	Common Stock	353,152	$0	0	D

Explanation of Responses:

1. Options granted pursuant to 2012 Omnibus Incentive Plan to purchase 117,717 shares became exercisable on 02/25/2017 and 02/25/2018 and 117,718 shares became exercisable on 02/25/2019.

	/s/ Teun Tchornobay as Attorney-in-Fact for Randall C. Stuewe	02/26/2026
	** 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 did Darling Ingredients (DAR) CEO Randall Stuewe do in this Form 4 filing?

Randall Stuewe exercised stock options and had shares withheld for taxes. He converted 353,152 options into common stock, then 174,263 shares were disposed of to satisfy tax obligations related to the exercise, leaving him with 1,013,135 directly owned shares.

How many Darling Ingredients (DAR) options did the CEO exercise and at what price?

The CEO exercised options covering 353,152 shares of Darling Ingredients common stock at an exercise price of $8.51 per share. These options were granted under the 2012 Omnibus Incentive Plan and had previously become exercisable between February 2017 and February 2019.

How many Darling Ingredients (DAR) shares were withheld for taxes in this transaction?

A total of 174,263 Darling Ingredients common shares were disposed of in a tax-withholding transaction. This was reported with code “F,” indicating payment of the exercise price or tax liability by delivering securities at a price of $51.64 per share.

What is Randall Stuewe’s Darling Ingredients (DAR) share ownership after these transactions?

After the reported option exercise and tax-withholding disposition, Randall Stuewe directly owns 1,013,135 shares of Darling Ingredients common stock. This figure reflects his updated direct holdings following the February 24, 2026 transactions reported on the Form 4.

Were the Darling Ingredients (DAR) CEO’s option exercises part of an incentive plan?

Yes. The options exercised by the CEO were granted under Darling Ingredients’ 2012 Omnibus Incentive Plan. Footnotes explain that tranches became exercisable on February 25, 2017, February 25, 2018, and February 25, 2019 before being exercised on February 24, 2026.

Does the Darling Ingredients (DAR) Form 4 show an open-market sale by the CEO?

No open-market sale is shown. The only disposition uses transaction code “F,” indicating shares were delivered to cover the exercise price or tax liability, rather than being sold on the open market for discretionary trading purposes.