Darling Ingredients (DAR) CEO Stuewe details stock sale and RSU grant

Rhea-AI Filing Summary

Darling Ingredients Inc. Chairman and CEO Randall Stuewe, who is also a director, reported common stock transactions and a new equity award. On 01/03/2026, 20,993 shares of common stock were disposed of at $37.64 per share in a transaction coded "F," typically used for shares withheld to cover taxes upon vesting, leaving 760,444 shares beneficially owned.

On 01/05/2026, Stuewe acquired 73,802 shares of common stock at $37.56 per share in a transaction coded "A," increasing his beneficial ownership to 834,246 shares held directly. The filing explains that this represents an award of restricted stock units granted under the Darling Ingredients Inc. 2017 Omnibus Incentive Plan, which settle in one share of common stock per unit and vest in three equal annual installments of 33-1/3% on each of the first three anniversaries of the grant date.

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

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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)
01/03/2026

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	01/03/2026		F		20,993	D	$37.64	760,444	D
Common Stock	01/05/2026		A		73,802(1)	A	$37.56	834,246	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. Represents an award of Restricted Stock Units ("RSU's") issued under the Darling Ingredients Inc. 2017 Omnibus Incentive Plan. The RSU's may be settled only in shares of common stock (one share per RSU) and will vest in three installments of 33-1/3% on each of the first three anniversaries of the grant date.

	/s/ Teun Tchornobay, as Attorney-in-Fact for Randall Stuewe	01/06/2026
	** 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 insider transactions did Darling Ingredients (DAR) report in this filing?

The filing reports that Randall Stuewe, Chairman, CEO and director of Darling Ingredients Inc., disposed of 20,993 common shares on 01/03/2026 at $37.64 per share and acquired 73,802 common shares on 01/05/2026 at $37.56 per share.

How many Darling Ingredients (DAR) shares does the CEO beneficially own after these transactions?

After the reported transactions, Randall Stuewe beneficially owns 834,246 shares of Darling Ingredients Inc. common stock, held directly.

What type of equity award did the Darling Ingredients (DAR) CEO receive?

The CEO received an award of Restricted Stock Units (RSUs) under the Darling Ingredients Inc. 2017 Omnibus Incentive Plan. Each RSU is settleable only in one share of common stock.

How do the Darling Ingredients (DAR) RSUs granted to the CEO vest?

The RSUs vest in three installments of 33-1/3% each, on the first, second and third anniversaries of the grant date, provided the vesting conditions in the plan are met.

What does the "F" transaction code mean in this Darling Ingredients (DAR) insider filing?

The transaction on 01/03/2026 is coded "F", which is used for dispositions of shares to satisfy tax withholding obligations upon the vesting of equity awards.

Was the Darling Ingredients (DAR) insider filing made by one or multiple reporting persons?

The document states that the form was filed by one reporting person, identified as Randall Stuewe.