Gates Capital and affiliated entities reported they collectively hold 6,953,973 shares of Darling Ingredients Inc. common stock, representing 4.4% of the outstanding shares. The filing shows shared voting and dispositive power over all reported shares and no sole voting or dispositive power. The ownership percentage is calculated using 158,185,905 shares outstanding as of August 1, 2025. The statement is filed by Gates Capital Management, L.P.; Gates Capital Management GP, LLC; Gates Capital Management, Inc.; and Jeffrey L. Gates, and includes a joint filing agreement confirming shared responsibility for amendments and accuracy.
Positive
None.
Negative
None.
Insights
TL;DR: A sub-5% passive stake disclosed; shows engagement but likely limited market impact.
The Schedule 13G/A reports a 4.4% position (6,953,973 shares) held in shared capacity by Gates Capital and affiliates. Classification as a Schedule 13G indicates the position is reported as passive and held in the ordinary course of business, not for control. For investors, this level of ownership is informational: it signals interest from an institutional manager but is below common thresholds that typically trigger heightened governance influence.
TL;DR: Clear disclosure of shared authority and joint filing; no signs of a control intent.
The filing clearly discloses shared voting and dispositive power and includes a joint filing agreement among the reporting persons. The Item 10 certification asserts the stake is not held to influence control, consistent with a 13G treatment. Governance implications are minimal given the 4.4% position and the passive classification, although the presence of multiple related entities and a named individual requires accurate future amendment tracking.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
DARLING INGREDIENTS INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
237266101
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
237266101
1
Names of Reporting Persons
Gates Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,953,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,953,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,953,973.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: 6953973.00
SCHEDULE 13G
CUSIP No.
237266101
1
Names of Reporting Persons
Gates Capital Management GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,953,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,953,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,953,973.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
237266101
1
Names of Reporting Persons
Gates Capital Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,953,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,953,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,953,973.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP No.
237266101
1
Names of Reporting Persons
Jeffrey L. Gates
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,953,973.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,953,973.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,953,973.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.4 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
DARLING INGREDIENTS INC.
(b)
Address of issuer's principal executive offices:
5601 N MacArthur Blvd., Irving, Texas 75038
Item 2.
(a)
Name of person filing:
This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Gates Capital Management, L.P., a Delaware limited partnership ("Gates Capital"), with respect to the shares of Common Stock held by certain funds as to which Gates Capital serves as investment manager (the "Gates Capital Funds");
(ii) Gates Capital Management GP, LLC, a Delaware limited liability company ("the General Partner"), which is the general partner of Gates Capital, with respect to the shares of Common Stock directly held by the Gates Capital Funds;
(iii) Gates Capital Management, Inc., a Delaware corporation ("the Corporation"), is the managing member of the General Partner, with respect to the shares of Common Stock directly held by the Gates Capital Funds; and
(iv) Jeffrey L. Gates, a United States citizen, who serves as the President of the Corporation, with respect to the shares of Common Stock directly held by the Gates Capital Funds.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Gates Capital Management, L.P., 1177 Avenue of the Americas, 46th Floor, New York, New York 10036.
(c)
Citizenship:
(i) Gates Capital - a Delaware limited partnership (ii) The General Partner - a Delaware limited liability company (iii) The Corporation - a Delaware corporation (iv) Jeffrey L. Gates - a United States citizen The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
(d)
Title of class of securities:
Common Stock, $0.01 par value per share
(e)
CUSIP No.:
237266101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
6,953,973
(b)
Percent of class:
4.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
6,953,973
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
6,953,973
The percentage set forth this SCHEDULE 13G/A is calculated based upon the 158,185,905 shares of Common Stock issued and outstanding as of August 1, 2025 as disclosed in the Company's Annual Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Gates Capital Management, L.P.
Signature:
/s/ Jeffrey L. Gates
Name/Title:
Jeffrey L. Gates- President
Date:
08/14/2025
Gates Capital Management GP, LLC
Signature:
/s/ Jeffrey L. Gates
Name/Title:
Jeffrey L. Gates- President
Date:
08/14/2025
Gates Capital Management, Inc.
Signature:
/s/ Jeffrey L. Gates
Name/Title:
Jeffrey L. Gates- President
Date:
08/14/2025
Jeffrey L. Gates
Signature:
/s/ Jeffrey L. Gates
Name/Title:
Jeffrey L. Gates
Date:
08/14/2025
Exhibit Information
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: August 14, 2025
Gates Capital Management, L.P.
By: Gates Capital Management GP, LLC, its general partner
By: Gates Capital Management, Inc., its managing member
By: /s/ Jeffrey L. Gates
Name: Jeffrey L. Gates
Title: President
Gates Capital Management GP, LLC
By: Gates Capital Management, Inc., its managing member
By: /s/ Jeffrey L. Gates
Name: Jeffrey L. Gates
Title: President
Gates Capital Management, Inc.
By: /s/ Jeffrey L. Gates
Name: Jeffrey L. Gates
Title: President
Jeffrey L. Gates
By: /s/ Jeffrey L. Gates
How many shares of DAR does Gates Capital report owning?
The filing reports 6,953,973 shares of Darling Ingredients (DAR).
What percentage of DAR does Gates Capital's position represent?
The reported position represents 4.4% of DAR's outstanding common stock.
Does Gates Capital have sole voting or dispositive power over these DAR shares?
No. The filing reports 0 sole voting power and 0 sole dispositive power; all power is shared.
On what basis was the ownership percentage calculated?
The percentage is calculated using 158,185,905 shares outstanding as of August 1, 2025, per the company's annual report.
Is this filing indicative of an intent to influence control at DAR?
The reporting persons certified the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control; the Schedule 13G classification supports a passive intent.
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