Darling Ingred SEC Filings

Darling Ingredients director Celeste Clark reported receiving 1,328 deferred stock units (DSUs) of common stock on January 2, 2026. The DSUs were granted under the company’s 2017 Omnibus Incentive Plan, and the number of units equals the amount of annual cash compensation she elected to take in DSUs divided by the closing market price of $37.64 on that date.

Following this grant, Clark beneficially owns 17,521 shares of Darling Ingredients common stock in total. The DSUs vest in full on December 31, 2026, but if she stops serving as a director before then, the award will vest only on a prorated basis based on her time of service and any remaining unvested DSUs will be forfeited.

Darling Ingredients Inc. disclosed that a director received a grant of 2,657 deferred stock units (DSUs) of common stock on January 2, 2026. The number of DSUs equals the amount of the director’s elected annual cash compensation divided by the company’s closing stock price of $37.64 on that date.

After this grant, the director beneficially owns 32,197 shares of Darling Ingredients common stock. The DSUs vest in full on December 31, 2026. If the director leaves the board before that date, only a prorated portion based on time of service will vest and the remaining DSUs will be forfeited.

Darling Ingredients Inc. executive Mark Finnimore, EVP Canada & N America Spec, reported his beneficial ownership in the company. He holds 6,240 shares of common stock, including 2,640 Restricted Stock Units (RSUs) granted under the Darling Ingredients Inc. 2017 Omnibus Incentive Plan.

The filing explains that these RSUs are settled only in common stock on a one-for-one basis. RSUs granted on 1/3/2024 include 410 shares scheduled to vest on 1/3/2027. RSUs granted on 1/3/2025 include 1,115 shares scheduled to vest on 1/3/2027 and another 1,115 shares scheduled to vest on 1/3/2028.

Darling Ingredients Inc. executive officer Nicholas Kemphaus, EVP, General Counsel & Secretary, filed an initial ownership report showing his equity holdings in the company. He beneficially owns 27,768 shares of common stock, which include 3,339 Restricted Stock Units (RSUs) that settle in common stock and vest in 2027 and 2028 under the company’s omnibus incentive plan.

He also holds several employee stock options to buy common stock, including 2,923 shares at $8.51 expiring on 02/25/2026 and 5,760 shares at $12.29 expiring on 02/06/2027. Additional options cover thousands of shares with exercise prices up to $28.89 and expiration dates running through 01/06/2030, reflecting long-term incentive grants tied to past service.

Darling Ingredients Inc. announced it has signed a definitive Master Contribution Agreement with Belgium-based Tessenderlo Group NV to form a joint venture focused on their collagen and gelatin businesses. Under the agreement, each party will contribute selected assets and liabilities from these business segments into a new company, NewCo Collagen LLC, in exchange for equity.

At closing, Darling will hold an 85% equity interest in NewCo and Tessenderlo will hold 15%. The transaction will close only after all required regulatory approvals and other closing conditions are satisfied. At closing, the parties plan to enter into an amended and restated limited liability company agreement governing NewCo’s operations, including restrictive covenants, equity transfer limits and a right for Tessenderlo, on the five- or seven-year anniversaries of closing, to require Darling or its designee to purchase Tessenderlo’s stake at a pre-agreed price.

Darling Ingredients announced a planned legal leadership transition. Executive Vice President, General Counsel and Secretary John F. Sterling intends to retire on March 31, 2027. Nick Kemphaus, currently Senior Vice President and Deputy General Counsel, will assume the roles of EVP, General Counsel and Secretary on January 4, 2026.

Sterling will serve in an advisory capacity from January 4, 2026 until his retirement. His current base salary remains in place until March 31, 2026, after which it will be $120,000. He will not participate in the Company’s 2026 or 2027 annual or long-term incentive programs.

Darling Ingredients (DAR) filed its quarterly report, showing higher third‑quarter sales and modest profit growth. Total net sales reached $1.56 billion, up from $1.42 billion a year ago, driven by $1.22 billion from third‑party customers and $342 million from Diamond Green Diesel (DGD). Operating income improved to $71.7 million from $60.1 million, and diluted EPS rose to $0.12 from $0.11. Interest expense eased to $56.9 million.

Year‑to‑date trends were mixed: net sales were $4.43 billion versus $4.30 billion, but net income attributable to Darling fell to $5.9 million from $177.0 million, reflecting a loss contribution from DGD (equity in net income/(loss) of $(45.8) million in Q3 and $(70.4) million year‑to‑date). Operating cash flow remained strong at $619.1 million for the nine months. On the balance sheet, long‑term debt was $4.03 billion and total stockholders’ equity was $4.77 billion. Shares outstanding were 158,186,082 as of October 31, 2025.

Darling Ingredients Inc. furnished an update on its business by announcing financial results for the third quarter ended September 27, 2025. The company issued a press release and scheduled a conference call and webcast on October 23, 2025 to discuss the results, with a supporting slide presentation available on its investor relations site.

The materials include non-GAAP financial measures, with reconciliations to GAAP provided in the press release. The information was furnished under Item 2.02 and not deemed filed under the Exchange Act.

Darling Ingredients filed an amendment to a prior Current Report to add details about the post‑departure arrangements for its former Chief Operating Officer – North America, Matt Jansen. Jansen left his COO role effective September 26, 2025 and on October 6, 2025 signed a General Release Agreement. The agreement provides an $500,000.00 aggregate advisory services fee payable in equal monthly installments during an Advisory Period that runs through March 26, 2026. In return, Jansen provided transition services and agreed to a general release of claims and restrictive covenants covering nondisclosure, return of company property, non‑solicitation, non‑interference, non‑disparagement and non‑competition. The Release Agreement is filed as Exhibit 10.1 and the rest of the original report remains unchanged.