Darling Ingredients (DAR) CAO granted 4,101 shares, 999 withheld for taxes

Rhea-AI Filing Summary

Darling Ingredients Inc. reported that Chief Accounting Officer Joseph Manzi received a grant of 4,101 shares of common stock on March 9, 2026, at no cash cost to him. These shares vested from performance shares tied to the 2023–2025 performance period.

To cover tax obligations, 999 shares were withheld at a price of $51.92 per share, which is treated as a tax-withholding disposition rather than an open-market sale. After these compensation-related transactions, Manzi directly holds 22,969 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^*

MANZI JOSEPH

(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)
	Chief Accounting 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		4,101(1)	A	$0	23,968	D
Common Stock	03/09/2026		F		999	D	$51.92	22,969	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 Joseph Manzi	03/10/2026
	** 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 transaction did Darling Ingredients (DAR) report for Joseph Manzi?

Darling Ingredients reported that Chief Accounting Officer Joseph Manzi received 4,101 shares of common stock as a stock grant. The shares vested from performance shares for the 2023–2025 period, reflecting compensation rather than an open-market purchase.

How many Darling Ingredients (DAR) shares were withheld for taxes in this Form 4?

The filing shows 999 shares of Darling Ingredients common stock were withheld at $51.92 per share. This withholding covered tax obligations on the vested performance shares and is not treated as an open-market sale by the insider.

What is Joseph Manzi’s total Darling Ingredients (DAR) share ownership after this Form 4?

After the grant and related tax withholding, Chief Accounting Officer Joseph Manzi directly owns 22,969 shares of Darling Ingredients common stock. This figure reflects his position following the March 9, 2026 compensation-related transactions reported in the Form 4.

Was the Darling Ingredients (DAR) Form 4 transaction an open-market buy or sell?

No, the Form 4 reflects a grant of 4,101 shares as compensation and a 999-share tax-withholding disposition at $51.92 per share. These are administrative compensation events, not open-market purchases or sales by the executive.

What performance period was tied to the Darling Ingredients (DAR) shares granted to Joseph Manzi?

The 4,101 shares received by Chief Accounting Officer Joseph Manzi vested from performance shares related to the 2023–2025 performance period. This means the award was based on company performance over those three years, as noted in the accompanying footnote.

What role does Joseph Manzi hold at Darling Ingredients (DAR) in this Form 4?

In this Form 4, Joseph Manzi is identified as the Chief Accounting Officer of Darling Ingredients. The reported transactions involve his direct ownership of common stock through a performance-based share grant and related tax-withholding share disposition.