Darling Ingredients (DAR) EVP exercises options and sells common stock

Rhea-AI Filing Summary

Darling Ingredients EVP Chief Strategy Officer Sandra Dudley reported several stock transactions on February 13, 2026. She exercised options to acquire 8,431 shares of common stock at $12.29 per share under the company’s 2017 Omnibus Incentive Plan.

To cover the exercise price or taxes, 3,575 shares were disposed of at $51.86 through a tax-withholding transaction. She also sold 4,856 shares at $51.86, 1,464 shares at $51.57, and 2,331 shares at $51.76 in open-market sales. After these transactions, she directly owned 71,100 shares of Darling Ingredients common stock.

Insights

Equity compensation and insider-trading analyst

Routine option exercise with partial sale; overall neutral insider activity.

Sandra Dudley exercised options for 8,431 shares at an exercise price of $12.29, converting derivative awards into common stock. Part of the resulting shares (3,575) were used at prices around $51.86 to satisfy exercise or tax obligations.

She then executed three open‑market sales totaling 8,651 shares at prices between $51.57 and $51.86, while her direct holdings remained at 71,100 shares after the trades. The pattern is consistent with a standard equity‑compensation exercise and related liquidity, without additional context on personal or corporate signaling.

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^*

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)
02/13/2026

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	02/13/2026		M		8,431	A	$12.29	83,326	D
Common Stock	02/13/2026		F		3,575	D	$51.86	79,751	D
Common Stock	02/13/2026		S		4,856	D	$51.86	74,895	D
Common Stock	02/13/2026		S		1,464	D	$51.57	73,431	D
Common Stock	02/13/2026		S		2,331	D	$51.76	71,100	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)	$12.29	02/13/2026		M			8,431	(1)	02/06/2027	Common Stock	8,431	$0	0	D

Explanation of Responses:

1. Options granted pursuant to 2017 Omnibus Incentive Plan to purchase 2,811 shares became exercisable on 02/06/2018 and 2,810 shares became exercisable on 02/06/2019 and 02/06/2020.

	/s/ Teun Tchornobay, as Attorney-in-Fact for Sandra Dudley	02/17/2026
	** 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 DAR EVP Sandra Dudley report on this Form 4?

Sandra Dudley reported exercising options for 8,431 Darling Ingredients shares at $12.29, disposing of 3,575 shares to cover exercise or tax obligations, and selling additional common stock in several open‑market transactions, all dated February 13, 2026, under direct ownership.

How many Darling Ingredients (DAR) shares did Sandra Dudley acquire through option exercise?

She acquired 8,431 Darling Ingredients common shares by exercising stock options at an exercise price of $12.29 per share. These options were granted under the 2017 Omnibus Incentive Plan and had previously become exercisable in tranches from 2018 through 2020, according to the footnote.

What open-market sales of Darling Ingredients (DAR) stock did Sandra Dudley make?

She reported three open-market sales on February 13, 2026: 4,856 shares at $51.86, 1,464 shares at $51.57, and 2,331 shares at $51.76. These transactions followed her option exercise and related tax-withholding disposition of shares at similar price levels.

How many Darling Ingredients (DAR) shares does Sandra Dudley own after these transactions?

After completing the option exercise, tax-withholding disposition, and open-market sales, Sandra Dudley directly owned 71,100 shares of Darling Ingredients common stock. This reported figure reflects her direct beneficial ownership immediately following all the February 13, 2026 transactions.

What does the tax-withholding transaction mean in Sandra Dudley’s DAR Form 4?

The Form 4 shows a code F transaction where 3,575 shares were disposed of at $51.86. This indicates shares were delivered to satisfy the option exercise price or related tax liabilities, rather than representing a standard discretionary open-market sale by Sandra Dudley.

Under which plan were Sandra Dudley’s exercised Darling Ingredients options granted?

The options exercised for 8,431 shares were granted under Darling Ingredients’ 2017 Omnibus Incentive Plan. The footnote explains they became exercisable in three annual installments: 2,811 shares on February 6, 2018, and 2,810 shares each on February 6, 2019 and 2020.