Darling EVP awarded shares; some withheld for taxes

Darling Ingredients EVP Chief Strategy Officer Sandra Dudley reported routine equity compensation activity.

Rhea-AI Filing Summary

Darling Ingredients EVP Chief Strategy Officer Sandra Dudley reported routine equity compensation activity. She received 11,555 shares of Common Stock as a grant tied to performance from 2023–2025, and 4,547 shares were withheld at $51.92 per share to cover tax obligations. After these transactions, she directly holds 78,108 shares of common stock.

Insights

Equity compensation and governance analyst

Routine equity award with tax withholding; no open-market trading.

EVP Chief Strategy Officer Sandra Dudley received 11,555 Common Stock shares as a performance-based award for the 2023–2025 period. This is compensation, not a market purchase, and reflects previously granted performance shares vesting into stock.

On the same date, 4,547 shares were disposed of at $51.92 per share to satisfy tax obligations, a standard mechanism coded as F. This is not an open-market sale and does not signal a change in sentiment. Dudley’s direct holdings increase to 78,108 shares, indicating a larger retained stake after tax withholding.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Dudley Sandra

Role EVP Chief Strategy Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,555	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,547	$51.92	$236K

Holdings After Transaction: Common Stock — 78,108 shares (Direct)

Footnotes (1)

1. F1. Shares of common stock received by the reporting person upon vesting of performance shares related to the performance period from 2023 - 2025.

FAQ

What did Darling Ingredients (DAR) executive Sandra Dudley report in this Form 4?

Sandra Dudley reported a routine equity compensation event. She received 11,555 shares of Darling Ingredients common stock from vesting performance shares, while 4,547 shares were withheld for taxes, leaving her with 78,108 directly held shares after the transactions.

Was the Darling Ingredients (DAR) Form 4 a stock buy or sell by the executive?

The Form 4 does not show open-market buying or selling. It reports an award of 11,555 shares as compensation and a tax-withholding disposition of 4,547 shares at $51.92 per share, a standard process to satisfy tax liabilities on vested equity.

How many Darling Ingredients (DAR) shares does Sandra Dudley hold after this Form 4?

After the reported transactions, Sandra Dudley directly holds 78,108 shares of Darling Ingredients common stock. This reflects the net result of receiving 11,555 performance-based shares and 4,547 shares being withheld to cover associated tax obligations on the vesting event.

What is the significance of the 11,555-share award reported by Darling Ingredients (DAR)?

The 11,555-share award represents common stock received when performance shares for the 2023–2025 period vested. It is part of long-term incentive compensation, aligning the executive’s interests with shareholders by increasing her direct equity stake in Darling Ingredients stock over time.

Why were 4,547 Darling Ingredients (DAR) shares disposed of at $51.92 in this Form 4?

The 4,547 shares coded as an F transaction were withheld at $51.92 per share to pay tax obligations on the vested award. This is a common administrative step in equity compensation plans and is not an open-market sale or a discretionary trading decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/10/2026 - 05:15 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^*

Dudley Sandra

(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 Chief Strategy Officer

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		11,555(1)	A	$0	82,655	D
Common Stock	03/09/2026		F		4,547	D	$51.92	78,108	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 Sandra Dudley	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.
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.