Darling Ingredients (DAR) EVP Kemphaus exercises options, ends with 37,045 shares

Rhea-AI Filing Summary

Darling Ingredients executive Nicholas Kemphaus reported routine equity transactions involving company stock. On 01/16/2026, he exercised 2,923 stock options at an exercise price of $8.51 per share, receiving the same number of Darling Ingredients common shares. Also on that date, 1,633 common shares were disposed of in a transaction coded "F" at $40.43 per share, reflecting shares withheld or sold to cover taxes associated with the equity award. After these transactions, Kemphaus directly held 37,045 shares of Darling Ingredients common stock. The options exercised were granted under the company’s 2012 Omnibus Incentive Plan and became exercisable in tranches between February 2017 and February 2019.

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^*

Kemphaus Nicholas James

(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 Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

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	01/16/2026		M		2,923	A	$8.51	38,678	D
Common Stock	01/16/2026		F		1,633	D	$40.43	37,045	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)	$8.51	01/16/2026		M			2,923	(1)	02/25/2026	Common Stock	2,923	$0	0	D

Explanation of Responses:

1. Options granted pursuant to 2012 Omnibus Incentive Plan to purchase 974 shares became exercisable on 02/25/17 and 02/25/18 and 975 shres became exercisable on 02/25/19.

	/s/ Teun Tchornobay, as Attorney-in-Fact for Nicholas Kemphaus	01/20/2026
	** 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 Nicholas Kemphaus?

Darling Ingredients reported that EVP, General Counsel & Secretary Nicholas Kemphaus exercised 2,923 stock options on 01/16/2026, receiving the same number of common shares, and had shares withheld or sold to cover related taxes.

How many Darling Ingredients shares did Nicholas Kemphaus acquire and at what price?

On 01/16/2026, Kemphaus acquired 2,923 shares of Darling Ingredients common stock through an option exercise at an exercise price of $8.51 per share.

What does the Form 4 transaction code "F" mean in the Kemphaus DAR filing?

In this Form 4, transaction code "F" shows 1,633 common shares were disposed of at $40.43 per share in a tax-related transaction, typically representing shares withheld or sold to satisfy tax obligations from the equity award.

How many Darling Ingredients shares does Nicholas Kemphaus own after these Form 4 transactions?

Following the reported transactions on 01/16/2026, Kemphaus directly beneficially owned 37,045 shares of Darling Ingredients common stock.

What stock options did Nicholas Kemphaus exercise in this Darling Ingredients Form 4?

He exercised 2,923 options with an exercise price of $8.51 per share. According to the footnote, these options were granted under the 2012 Omnibus Incentive Plan and became exercisable in annual tranches between 02/25/2017 and 02/25/2019.

Was the Kemphaus Darling Ingredients Form 4 filed for one reporting person or a group?

The Form 4 was filed as a single reporting person filing for Nicholas Kemphaus, who serves as EVP, General Counsel & Secretary of Darling Ingredients.