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Darling Ingredients (DAR) CEO exercises options, sells 20K shares and donates stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Darling Ingredients Chairman and CEO Randall C. Stuewe reported a mix of equity compensation, option exercises, tax withholding, a sale, and a charitable gift. On March 6, 2026, he exercised options for 263,704 shares of common stock at an exercise price of $11.97 per share, converting them into common shares. To cover taxes related to equity events, 139,754 shares and 35,446 shares were withheld at prices of $53.20 and $51.92 per share, respectively.

He sold 20,000 shares of common stock in an open‑market transaction at a weighted average price of $52.12 per share, with individual trades executed between $52.03 and $53.28. He also made a bona fide gift of 23,250 shares to a public university in the United States on March 6, 2026. In addition, 90,078 shares of common stock were acquired on March 9, 2026 as a grant related to performance shares for the 2023–2025 period. Following these transactions, he directly holds 1,148,467 shares of Darling Ingredients common stock.

Positive

  • None.

Negative

  • None.
Insider STUEWE RANDALL C
Role Chairman and CEO
Sold 20,000 shs ($1.04M)
Type Security Shares Price Value
Grant/Award Common Stock 90,078 $0.00 --
Tax Withholding Common Stock 35,446 $51.92 $1.84M
Exercise Options (right to buy) 263,704 $0.00 --
Exercise Common Stock 263,704 $11.97 $3.16M
Tax Withholding Common Stock 139,754 $53.20 $7.43M
Sale Common Stock 20,000 $52.12 $1.04M
Gift Common Stock 23,250 $0.00 --
Holdings After Transaction: Common Stock — 1,183,913 shares (Direct); Options (right to buy) — 0 shares (Direct)
Footnotes (1)
  1. This transaction was executed in multiple trades at prices ranging from $52.03 to $53.28; 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. On 03/06/2026, the reporting person donated 23,250 shares of directly owned shares of common stock to a public university in the United States. Shares of common stock received by the reporting person upon vesting of performance shares related to the performance period from 2023 - 2025. Options granted pursuant to the 2012 Omnibus Incentive Plan to purchase 42,690 shares became exercisable on 03/07/16, 73,672 became exercisable on 03/07/17 and 73,671 shares became exercisable on each of 03/07/18 and 03/07/19.
Form 4 Insider Transactions: What Each Field Means →
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)
03/06/2026
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 03/06/2026 M 263,704 A $11.97 1,276,839 D
Common Stock 03/06/2026 F 139,754 D $53.2 1,137,085 D
Common Stock 03/06/2026 S 20,000 D $52.12(1) 1,117,085 D
Common Stock 03/06/2026 G V 23,250(2) D $0 1,093,835 D
Common Stock 03/09/2026 A 90,078(3) A $0 1,183,913 D
Common Stock 03/09/2026 F 35,446 D $51.92 1,148,467 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) $11.97 03/06/2026 M 263,704 (4) 03/07/2026 Common Stock 263,704 $0 0 D
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $52.03 to $53.28; 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. On 03/06/2026, the reporting person donated 23,250 shares of directly owned shares of common stock to a public university in the United States.
3. Shares of common stock received by the reporting person upon vesting of performance shares related to the performance period from 2023 - 2025.
4. Options granted pursuant to the 2012 Omnibus Incentive Plan to purchase 42,690 shares became exercisable on 03/07/16, 73,672 became exercisable on 03/07/17 and 73,671 shares became exercisable on each of 03/07/18 and 03/07/19.
/s/ Teun Tchornobay as Attorney-in-Fact for Randall C. Stuewe 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Darling Ingredients (DAR) CEO Randall Stuewe do in this Form 4?

Randall Stuewe reported exercising stock options, receiving performance-based shares, shares withheld for taxes, an open-market sale, and a charitable gift. The filing shows routine compensation-related activity rather than a single directional bet on Darling Ingredients stock.

How many Darling Ingredients (DAR) shares did the CEO sell, and at what price?

The CEO sold 20,000 shares of Darling Ingredients common stock in an open-market transaction at a weighted average price of $52.12 per share, with individual trade prices ranging from $52.03 to $53.28 according to the Form 4 footnote.

What stock option exercise did the Darling Ingredients (DAR) CEO report?

He exercised options covering 263,704 shares of Darling Ingredients common stock at an exercise price of $11.97 per share. These options were originally granted under the company’s 2012 Omnibus Incentive Plan and had become exercisable in tranches between 2016 and 2019.

How many shares were withheld for taxes in the Darling Ingredients (DAR) CEO’s transactions?

The filing shows 139,754 shares and 35,446 shares of common stock withheld to satisfy tax obligations, at prices of $53.20 and $51.92 per share. These tax-withholding dispositions are not open-market sales but share deliveries to cover related liabilities.

Did the Darling Ingredients (DAR) CEO make any charitable donations of stock?

Yes. On March 6, 2026, the CEO donated 23,250 directly owned shares of Darling Ingredients common stock as a bona fide gift to a public university in the United States, according to a detailed footnote in the Form 4 filing.

How many shares of Darling Ingredients (DAR) does the CEO hold after these transactions?

After completing the option exercise, grant, tax withholdings, sale, and gift, the CEO directly holds 1,148,467 shares of Darling Ingredients common stock. This post-transaction balance reflects all reported movements in the March 2026 Form 4.

What performance-based shares did the Darling Ingredients (DAR) CEO receive?

He acquired 90,078 shares of common stock on March 9, 2026, received upon vesting of performance shares tied to the 2023–2025 performance period. These shares represent compensation earned under the company’s performance-based equity incentive program.