Form 4: Darling Ingredients EVP Reports Stock Transactions

Darling Ingredients' EVP Jan van der Velden reported the acquisition of Restricted Stock Units and a tax-related disposition of common stock.

Summary

• Jan van der Velden, EVP International Rendering & Specialties at Darling Ingredients Inc., reported recent transactions involving company common stock.
• On January 3, 2026, 4,377 shares of common stock were disposed of at a price of $37.64 per share to cover tax liabilities.
• On January 5, 2026, an award of 12,737 Restricted Stock Units (RSUs) was granted at a deemed price of $37.56 per share.
• Following these transactions, Jan van der Velden beneficially owns 94,678 shares of common stock directly.
• The RSUs are issued under the Darling Ingredients Inc. 2017 Omnibus Incentive Plan and will vest in three equal installments on the first three anniversaries of the grant date.
• The transactions were made pursuant to a Rule 10b5-1(c) plan, indicating they were pre-arranged.

Sentiment

Score: 7

Explanation: The filing reports a routine executive compensation event (RSU grant) and a tax-related share disposition. The net effect is an increase in the executive's potential future ownership, which is generally positive for alignment, but the disposition is a slight negative. The overall sentiment is neutral to slightly positive due to the RSU grant.

Positives

• Acquisition of 12,737 Restricted Stock Units (RSUs) by a key executive, aligning executive interests with shareholder value.
• The RSU award is part of the company's 2017 Omnibus Incentive Plan, indicating ongoing executive compensation and retention strategies.

Negatives

• Disposition of 4,377 shares of common stock, although for tax purposes, represents a reduction in direct shareholding.

Risks

• Reliance on attorneys-in-fact for accurate and timely SEC filings, as outlined in the Power of Attorney.
• Potential for misstatements or omissions of facts in SEC filings, which constitute Federal Criminal Violations.

Future Outlook

The Restricted Stock Units granted on January 5, 2026, are scheduled to vest in three equal installments on the first three anniversaries of the grant date, indicating future share issuances to the executive.

Management Comments

• The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act or Rule 144.

Industry Context

This filing reflects routine executive compensation practices within the public company landscape, where Restricted Stock Units are commonly used to align executive incentives with long-term company performance and shareholder interests. The disposition for tax purposes is also a standard practice for equity compensation.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• The grant of 12,737 Restricted Stock Units to Jan van der Velden, an EVP of the company, constitutes an equity compensation transaction between the company and an executive.

Stakeholder Impact

• Shareholders: The RSU grant aligns executive incentives with long-term shareholder value creation. The disposition for tax purposes is a common practice and generally has minimal impact.
• Employees: The RSU grant is part of the company's incentive plan, which can positively influence employee morale and retention, particularly for key executives.

Next Steps

• The 12,737 Restricted Stock Units will vest in three installments of 33-1/3% on each of the first three anniversaries of the grant date (January 5, 2026).

Key Dates

Recommendation

This Form 4 filing details routine executive compensation and tax-related share dispositions, which are standard operational events for publicly traded companies. The grant of Restricted Stock Units aligns executive interests with long-term company performance. However, these transactions do not provide new fundamental information about the company's financial health, operational performance, or strategic direction that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on existing company fundamentals.

Keywords

Darling Ingredients, DAR, Form 4, Insider Trading, Restricted Stock Units, RSU, Executive Compensation, Stock Transaction, SEC Filing, Jan van der Velden, Rule 10b5-1