Form 4: Darling Ingredients EVP Acquires 7,987 RSUs

Darling Ingredients' EVP, General Counsel & Secretary, Nicholas Kemphaus, acquired 7,987 Restricted Stock Units at $37.56 per unit, vesting over three years.

Summary

• Nicholas James Kemphaus, Executive Vice President, General Counsel & Secretary of Darling Ingredients Inc. (DAR), acquired 7,987 Restricted Stock Units (RSUs).
• The transaction date for this acquisition was January 5, 2026.
• The RSUs were acquired at a price of $37.56 per unit.
• Following this transaction, Mr. Kemphaus beneficially owns 35,755 shares of common stock.
• The RSUs were issued under the Darling Ingredients Inc. 2017 Omnibus Incentive Plan.
• These RSUs will be settled only in shares of common stock, with one share per RSU.
• The vesting schedule for these RSUs is in three equal installments of 33-1/3% on each of the first three anniversaries of the grant date.

Sentiment

Score: 7

Explanation: The filing indicates a standard executive compensation event, which is generally positive for aligning management and shareholder interests. There are no negative implications, and it reflects ongoing corporate governance practices.

Positives

• The acquisition of Restricted Stock Units by a key executive aligns management's interests with those of shareholders, promoting long-term value creation.
• The grant is part of an established incentive plan, indicating a structured approach to executive compensation and retention.

Risks

• The value of the Restricted Stock Units is subject to the future market price fluctuations of Darling Ingredients Inc. common stock.
• The full realization of the RSU value is contingent upon Mr. Kemphaus remaining employed with the company through the three-year vesting period.

Future Outlook

The Restricted Stock Units are scheduled to vest in three annual installments of 33-1/3% on the first three anniversaries of the grant date, indicating a future increase in Mr. Kemphaus's direct ownership of common stock over the next three years, contingent on continued employment.

Management Comments

• The grant of Restricted Stock Units to the EVP, General Counsel & Secretary, Nicholas Kemphaus, reflects the company's ongoing executive compensation strategy under the 2017 Omnibus Incentive Plan.

Industry Context

Executive equity grants, such as Restricted Stock Units, are a standard component of compensation packages across various industries, including the rendering and recycling industry where Darling Ingredients operates. These grants are designed to incentivize long-term performance and align executive interests with shareholder returns, a common practice among publicly traded companies.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) with a multi-year vesting schedule is a common and widely accepted practice for executive compensation in publicly traded companies, aligning with typical industry standards for long-term incentive plans.
• The structure of the Darling Ingredients Inc. 2017 Omnibus Incentive Plan, under which these RSUs were granted, is consistent with similar plans observed at peer companies in the food and agricultural processing sectors, such as Tyson Foods or Archer-Daniels-Midland, which also utilize equity-based compensation to retain and motivate key personnel.

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with long-term shareholder value due to equity ownership and vesting conditions.
• Employees: Standard executive compensation practices can positively influence overall employee morale and retention strategies, though this specific filing directly impacts only one executive.

Next Steps

• The Restricted Stock Units will vest in three equal installments on the first, second, and third anniversaries of the grant date (January 5, 2026).

Key Dates

Keywords

Darling Ingredients, DAR, Restricted Stock Units, RSU, Insider Transaction, Executive Compensation, Form 4, Equity Grant, Corporate Governance