# Darling Ingredients Inc. (DAR) 10-Q SEC filing - Q2 FY2026

- Filed: Aug 7, 2026, 4:21 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q3 2026
- Accession: 0000916540-26-000023
- OpenCapital page: https://www.opencapital.sh/filings/0000916540-26-000023
- Markdown URL: https://www.opencapital.sh/filings/0000916540-26-000023.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/0000916540-26-000023-index.htm

## Filing documents

- [10-Q (dar-20260704.htm)](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/dar-20260704.htm)
- [EX-10.1 (ex101-formofglobalperforma.htm)](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/ex101-formofglobalperforma.htm)
- [EX-10.2 (ex102-formofglobalrestrict.htm)](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/ex102-formofglobalrestrict.htm)
- [EX-10.3 (ex103-darlingdirectorcompe.htm)](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/ex103-darlingdirectorcompe.htm)
- [SEC 302 CERTIFICATION (ex311-20260704.htm)](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/ex311-20260704.htm)
- [SEC 302 CERTIFICATION (ex312-20260704.htm)](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/ex312-20260704.htm)
- [SEC 906 CERTIFICATION (ex32-20260704.htm)](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/ex32-20260704.htm)

---

## 10-Q

SEC source: [dar-20260704.htm](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/dar-20260704.htm)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 4, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from \_\_\_\_\_\_\_ to \_\_\_\_\_\_\_

Commission File Number 001-13323

DARLING INGREDIENTS INC.

(Exact name of registrant as specified in its charter)

Delaware 36-2495346

(State or other jurisdiction (I.R.S. Employer

of incorporation or organization) Identification Number)

 5601 N MacArthur Blvd., Irving, Texas      75038

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (972) 717-0300

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock $0.01 par value per share DAR New York Stock Exchange (“NYSE”)

NYSE Texas

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period

for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 157,802,916 shares of common stock, $0.01 par value, outstanding at August 3, 2026.

DARLING INGREDIENTS INC. AND SUBSIDIARIES

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JULY 4, 2026

TABLE OF CONTENTS   

Page No.

[PART I: FINANCIAL INFORMATION](#i2e5f89fc151b4da487d4f5625b1918bc_10)

[Item 1.](#i2e5f89fc151b4da487d4f5625b1918bc_13) [FINANCIAL STATEMENTS](#i2e5f89fc151b4da487d4f5625b1918bc_13)

[Consolidated Balance Sheets](#i2e5f89fc151b4da487d4f5625b1918bc_16) [3](#i2e5f89fc151b4da487d4f5625b1918bc_16)

[July 4, 2026 (unaudited) and January 3, 2026](#i2e5f89fc151b4da487d4f5625b1918bc_16)

[Consolidated Statements of Operations (unaudited)](#i2e5f89fc151b4da487d4f5625b1918bc_19) [4](#i2e5f89fc151b4da487d4f5625b1918bc_19)

[Three and Six Months Ended July 4, 2026 and June 28, 2025](#i2e5f89fc151b4da487d4f5625b1918bc_19)

[Consolidated Statements of Comprehensive Income/(Loss) (unaudited)](#i2e5f89fc151b4da487d4f5625b1918bc_22) [5](#i2e5f89fc151b4da487d4f5625b1918bc_22)

[Three and Six Months Ended July 4, 2026 and June 28, 2025](#i2e5f89fc151b4da487d4f5625b1918bc_22)

[Consolidated Statements of Stockholders' Equity (unaudited)](#i2e5f89fc151b4da487d4f5625b1918bc_25) [6](#i2e5f89fc151b4da487d4f5625b1918bc_25)

[Six Months Ended July 4, 2026 and June 28, 2025](#i2e5f89fc151b4da487d4f5625b1918bc_7)

[Consolidated Statements of Cash Flows (unaudited)](#i2e5f89fc151b4da487d4f5625b1918bc_28) [8](#i2e5f89fc151b4da487d4f5625b1918bc_28)

[Six Months Ended July 4, 2026 and June 28, 2025](#i2e5f89fc151b4da487d4f5625b1918bc_28)

[Notes to Consolidated Financial Statements (unaudited)](#i2e5f89fc151b4da487d4f5625b1918bc_31) [9](#i2e5f89fc151b4da487d4f5625b1918bc_31)

[Item 2.](#i2e5f89fc151b4da487d4f5625b1918bc_109) [MANAGEMENT’S DISCUSSION AND ANALYSIS OF](#i2e5f89fc151b4da487d4f5625b1918bc_103)[#i2e5f89fc151b4da487d4f5625b1918bc_103](#i2e5f89fc151b4da487d4f5625b1918bc_103)[FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#i2e5f89fc151b4da487d4f5625b1918bc_103) [35](#i2e5f89fc151b4da487d4f5625b1918bc_103)

[Item 3.](#i2e5f89fc151b4da487d4f5625b1918bc_112) [QUANTITATIVE AND QUALITATIVE DISCLOSURES](#i2e5f89fc151b4da487d4f5625b1918bc_112)[#i2e5f89fc151b4da487d4f5625b1918bc_112](#i2e5f89fc151b4da487d4f5625b1918bc_112)[ABOUT MARKET RISK](#i2e5f89fc151b4da487d4f5625b1918bc_112) [57](#i2e5f89fc151b4da487d4f5625b1918bc_112)

[Item 4.](#i2e5f89fc151b4da487d4f5625b1918bc_115) [CONTROLS AND PROCEDURES](#i2e5f89fc151b4da487d4f5625b1918bc_115) [59](#i2e5f89fc151b4da487d4f5625b1918bc_115)

[PART II: OTHER INFORMATION](#i2e5f89fc151b4da487d4f5625b1918bc_118)

[Item 1.](#i2e5f89fc151b4da487d4f5625b1918bc_121) [LEGAL PROCEEDINGS](#i2e5f89fc151b4da487d4f5625b1918bc_121) [61](#i2e5f89fc151b4da487d4f5625b1918bc_121)

[Item 1A.](#i2e5f89fc151b4da487d4f5625b1918bc_124) [RISK FACTORS](#i2e5f89fc151b4da487d4f5625b1918bc_124) [61](#i2e5f89fc151b4da487d4f5625b1918bc_124)

[Item 2.](#i2e5f89fc151b4da487d4f5625b1918bc_1108) [UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](#i2e5f89fc151b4da487d4f5625b1918bc_1108) [61](#i2e5f89fc151b4da487d4f5625b1918bc_1108)

[Item 5.](#i2e5f89fc151b4da487d4f5625b1918bc_127) [OTHER INFORMATION](#i2e5f89fc151b4da487d4f5625b1918bc_127) [62](#i2e5f89fc151b4da487d4f5625b1918bc_127)

[Item 6.](#i2e5f89fc151b4da487d4f5625b1918bc_130) [EXHIBITS](#i2e5f89fc151b4da487d4f5625b1918bc_130) [62](#i2e5f89fc151b4da487d4f5625b1918bc_130)

[Signatures](#i2e5f89fc151b4da487d4f5625b1918bc_133) [63](#i2e5f89fc151b4da487d4f5625b1918bc_133)

## Item 1. FINANCIAL STATEMENTS

DARLING INGREDIENTS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

July 4, 2026 and January 3, 2026

(in thousands, except share data)

| ASSETS | July 4,2026 / (unaudited) | January 3,2026 |
| --- | --- | --- |
| Current assets: |  |  |
| Cash and cash equivalents | $160,742 | $88,671 |
| Restricted cash | 17,905 | 16,686 |
| Accounts receivable, less allowance for credit losses of $15,100 at July 4, 2026 and $15,589 at January 3, 2026 | 664,352 | 609,492 |
| Accounts receivable due from related party - Diamond Green Diesel | 30,127 | 33,713 |
| Inventories | 605,357 | 527,738 |
| Prepaid expenses | 107,391 | 85,179 |
| Income taxes refundable | 7,244 | 8,281 |
| Assets held for sale | 121,750 | 143,479 |
| Other current assets | 42,519 | 40,127 |
| Total current assets | 1,757,387 | 1,553,366 |
| Property, plant and equipment, less accumulated depreciation of $3,104,192 at July 4, 2026 and $2,991,612 at January 3, 2026 | 2,828,494 | 2,796,139 |
| Intangible assets, less accumulated amortization of $655,920 at July 4, 2026 and $627,722 at January 3, 2026 | 822,025 | 845,003 |
| Goodwill | 2,554,202 | 2,459,031 |
| Investment in unconsolidated subsidiaries | 2,586,008 | 2,206,827 |
| Operating lease right-of-use assets | 222,643 | 223,705 |
| Other assets | 192,604 | 190,175 |
| Deferred income taxes | 20,845 | 24,536 |
|  | $10,984,208 | $10,298,782 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |
| Current liabilities: |  |  |
| Current portion of long-term debt | $96,761 | $75,217 |
| Accounts payable, principally trade | 413,285 | 371,084 |
| Income taxes payable | 23,415 | 16,018 |
| Current operating lease liabilities | 64,102 | 61,745 |
| Liabilities to be disposed of | 21,185 | 25,085 |
| Accrued expenses | 504,307 | 485,498 |
| Total current liabilities | 1,123,055 | 1,034,647 |
| Long-term debt, net of current portion | 3,850,963 | 3,862,243 |
| Long-term operating lease liabilities | 159,373 | 162,362 |
| Other non-current liabilities | 178,116 | 189,454 |
| Deferred income taxes | 366,449 | 240,561 |
| Total liabilities | 5,677,956 | 5,489,267 |
| Commitments and contingencies |  |  |
| Stockholders’ equity: |  |  |
| Common stock, $0.01 par value; 250,000,000 shares authorized; 176,969,589 and 175,643,373 shares issued at July 4, 2026 and January 3, 2026, respectively | 1,770 | 1,756 |
| Additional paid-in capital | 1,742,609 | 1,718,686 |
| Treasury stock, at cost; 19,167,248 and 17,450,028 shares at July 4, 2026 and January 3, 2026, respectively | (820,077) | (719,280) |
| Accumulated other comprehensive loss | (275,136) | (339,189) |
| Retained earnings | 4,596,563 | 4,074,938 |
| Total Darling’s stockholders’ equity | 5,245,729 | 4,736,911 |
| Noncontrolling interests | 60,523 | 72,604 |
| Total stockholders’ equity | 5,306,252 | 4,809,515 |
|  | $10,984,208 | $10,298,782 |

The accompanying notes are an integral part of these consolidated financial statements.

DARLING INGREDIENTS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Three and six months ended July 4, 2026 and June 28, 2025

(in thousands, except per share data)

(unaudited)

| Line item | Three Months Ended / July 4,2026 | Three Months Ended / June 28,2025 | Six Months Ended / July 4,2026 | Six Months Ended / June 28,2025 |
| --- | --- | --- | --- | --- |
| Net sales to third parties | $1,310,614 | $1,189,988 | $2,612,753 | $2,352,630 |
| Net sales to related party - Diamond Green Diesel | 413,464 | 291,530 | 662,146 | 509,482 |
| Total net sales | 1,724,078 | 1,481,518 | 3,274,899 | 2,862,112 |
| Costs and expenses: |  |  |  |  |
| Cost of sales and operating expenses (excludes depreciation and amortization, shown separately below) | 1,220,705 | 1,135,601 | 2,366,605 | 2,204,844 |
| Loss/(gain) on sale of assets | (116) | 952 | 87 | 1,014 |
| Selling, general and administrative expenses | 150,950 | 138,069 | 300,017 | 259,625 |
| Restructuring and asset impairment charges | 3,933 | — | 4,297 | — |
| Acquisition and integration costs | 13,218 | 3,383 | 18,188 | 4,917 |
| Change in fair value of contingent consideration | — | 12,583 | — | 18,024 |
| Depreciation and amortization | 130,180 | 121,062 | 261,089 | 244,897 |
| Total costs and expenses | 1,518,870 | 1,411,650 | 2,950,283 | 2,733,321 |
| Equity in net income/(loss) of Diamond Green Diesel | 350,030 | 6,000 | 457,393 | (24,523) |
| Operating income | 555,238 | 75,868 | 782,009 | 104,268 |
| Other expense: |  |  |  |  |
| Interest expense | (55,526) | (51,873) | (109,643) | (109,840) |
| Loss on early retirement of debt | — | (2,978) | — | (2,978) |
| Foreign currency gain/(loss) | 208 | 1,313 | 3,351 | (49) |
| Other expense, net | (1,918) | (6,526) | (4,928) | (3,193) |
| Total other expense | (57,236) | (60,064) | (111,220) | (116,060) |
| Equity in net income of other unconsolidated subsidiaries | 1,905 | 2,526 | 4,800 | 5,154 |
| Income/(loss) before income taxes | 499,907 | 18,330 | 675,589 | (6,638) |
| Income tax expense | 110,638 | 4,065 | 149,264 | 2,911 |
| Net income/(loss) | 389,269 | 14,265 | 526,325 | (9,549) |
| Net income attributable to noncontrolling interests | (1,957) | (1,604) | (4,700) | (3,950) |
| Net income/(loss) attributable to Darling | $387,312 | $12,661 | $521,625 | $(13,499) |
| Basic income/(loss) per share | $2.44 | $0.08 | $3.29 | $(0.09) |
| Diluted income/(loss) per share | $2.41 | $0.08 | $3.24 | $(0.09) |

The accompanying notes are an integral part of these consolidated financial statements.

DARLING INGREDIENTS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

Three and six months ended July 4, 2026 and June 28, 2025

(in thousands)

(unaudited)

| Line item | Three Months Ended / July 4, 2026 | Three Months Ended / June 28, 2025 | Six Months Ended / July 4, 2026 | Six Months Ended / June 28, 2025 |
| --- | --- | --- | --- | --- |
| Net income/(loss) | $389,269 | $14,265 | $526,325 | $(9,549) |
| Other comprehensive income/(loss), net of tax: |  |  |  |  |
| Foreign currency translation adjustments | (1,486) | 131,081 | 59,694 | 250,413 |
| Pension adjustments | (63) | 4,626 | (126) | 4,815 |
| Commodities derivative adjustments | 53,627 | (911) | 4,956 | 234 |
| Interest rate swap adjustments | 684 | (3,067) | 1,816 | (4,302) |
| Foreign exchange derivative adjustments | (4,455) | 12,034 | 670 | 31,608 |
| Total other comprehensive income, net of tax | 48,307 | 143,763 | 67,010 | 282,768 |
| Total comprehensive income | $437,576 | $158,028 | $593,335 | $273,219 |
| Comprehensive income attributable to noncontrolling interests | 2,989 | (2,121) | 7,657 | (1,261) |
| Comprehensive income attributable to Darling | $434,587 | $160,149 | $585,678 | $274,480 |

The accompanying notes are an integral part of these consolidated financial statements.

DARLING INGREDIENTS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Six months ended July 4, 2026 and June 28, 2025

(in thousands, except share data)

(unaudited)

| Line item | Common Stock | Common Stock | Common Stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Number of Outstanding Shares | $0.01 par Value |  | Additional Paid-In Capital |  | Treasury Stock |  | Accumulated Other Comprehensive Loss |  | Retained Earnings |  | Stockholders' equity attributable to Darling |  | Non-controlling Interests |  | Total Stockholders' Equity |  |
| Balances at January 3, 2026 | 158,193,345 | $ | $1,756 | $ | $1,718,686 | $ | $(719,280) | $ | $(339,189) | $ | $4,074,938 | $ | $4,736,911 | $ | $72,604 | $ | $4,809,515 |
| Net income | — | — |  | — |  | — |  | — |  | 134,313 |  | 134,313 |  | 2,743 |  | 137,056 |  |
| Distribution of noncontrolling interest earnings | — | — |  | — |  | — |  | — |  | — |  | — |  | (5,032) |  | (5,032) |  |
| Acquisition of noncontrolling interests | — | — |  | (2,906) |  | — |  | — |  | — |  | (2,906) |  | (4,094) |  | (7,000) |  |
| Pension adjustments, net of tax | — | — |  | — |  | — |  | (63) |  | — |  | (63) |  | — |  | (63) |  |
| Commodities derivative adjustments, net of tax | — | — |  | — |  | — |  | (48,671) |  | — |  | (48,671) |  | — |  | (48,671) |  |
| Interest rate swap adjustments, net of tax | — | — |  | — |  | — |  | 1,132 |  | — |  | 1,132 |  | — |  | 1,132 |  |
| Foreign exchange derivative adjustments, net of tax | — | — |  | — |  | — |  | 5,125 |  | — |  | 5,125 |  | — |  | 5,125 |  |
| Foreign currency translation adjustments | — | — |  | — |  | — |  | 59,255 |  | — |  | 59,255 |  | 1,925 |  | 61,180 |  |
| Stock-based compensation | — | — |  | 7,948 |  | — |  | — |  | — |  | 7,948 |  | — |  | 7,948 |  |
| Treasury stock transactions | (535,376) | — |  | — |  | (26,834) |  | — |  | — |  | (26,834) |  | — |  | (26,834) |  |
| Issuance of common stock | 1,262,457 | 13 |  | 9,924 |  | — |  | — |  | — |  | 9,937 |  | — |  | 9,937 |  |
| Balances at April 4, 2026 | 158,920,426 | $ | $1,769 | $ | $1,733,652 | $ | $(746,114) | $ | $(322,411) | $ | $4,209,251 | $ | $4,876,147 | $ | $68,146 | $ | $4,944,293 |
| Net income | — | — |  | — |  | — |  | — |  | 387,312 |  | 387,312 |  | 1,957 |  | 389,269 |  |
| Distribution of noncontrolling interest earnings | — | — |  | — |  | — |  | — |  | — |  | — |  | (10,612) |  | (10,612) |  |
| Pension adjustments, net of tax | — | — |  | — |  | — |  | (63) |  | — |  | (63) |  | — |  | (63) |  |
| Commodities derivative adjustments, net of tax | — | — |  | — |  | — |  | 53,627 |  | — |  | 53,627 |  | — |  | 53,627 |  |
| Interest rate swap adjustments, net of tax | — | — |  | — |  | — |  | 684 |  | — |  | 684 |  | — |  | 684 |  |
| Foreign exchange derivative adjustments, net of tax | — | — |  | — |  | — |  | (4,455) |  | — |  | (4,455) |  | — |  | (4,455) |  |
| Foreign currency translation adjustments | — | — |  | — |  | — |  | (2,518) |  | — |  | (2,518) |  | 1,032 |  | (1,486) |  |
| Stock-based compensation | — | — |  | 8,562 |  | — |  | — |  | — |  | 8,562 |  | — |  | 8,562 |  |
| Treasury stock | (1,181,844) | — |  | — |  | (73,963) |  | — |  | — |  | (73,963) |  | — |  | (73,963) |  |
| Issuance of common stock | 63,759 | 1 |  | 395 |  | — |  | — |  | — |  | 396 |  | — |  | 396 |  |
| Balances at July 4, 2026 | 157,802,341 | $ | $1,770 | $ | $1,742,609 | $ | $(820,077) | $ | $(275,136) | $ | $4,596,563 | $ | $5,245,729 | $ | $60,523 | $ | $5,306,252 |

The accompanying notes are an integral part of these consolidated financial statements.

DARLING INGREDIENTS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Six months ended July 4, 2026 and June 28, 2025

(in thousands, except share data)

(unaudited)

| Line item | Common Stock | Common Stock | Common Stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Number of Outstanding Shares | $0.01 par Value |  | Additional Paid-In Capital |  | Treasury Stock |  | Accumulated Other Comprehensive Loss |  | Retained Earnings |  | Stockholders' equity attributable to Darling |  | Non-controlling Interests |  | Total Stockholders' Equity |  |
| Balances at December 28, 2024 | 158,897,470 | $ | $1,750 | $ | $1,720,877 | $ | $(672,710) | $ | $(684,241) | $ | $4,012,134 | $ | $4,377,810 | $ | $86,482 | $ | $4,464,292 |
| Net income | — | — |  | — |  | — |  | — |  | (26,160) |  | (26,160) |  | 2,346 |  | (23,814) |  |
| Pension adjustments, net of tax | — | — |  | — |  | — |  | 189 |  | — |  | 189 |  | — |  | 189 |  |
| Commodities derivative adjustments, net of tax | — | — |  | — |  | — |  | 1,145 |  | — |  | 1,145 |  | — |  | 1,145 |  |
| Interest rate swap adjustments, net of tax | — | — |  | — |  | — |  | (1,235) |  | — |  | (1,235) |  | — |  | (1,235) |  |
| Foreign exchange derivative adjustments, net of tax | — | — |  | — |  | — |  | 19,574 |  | — |  | 19,574 |  | — |  | 19,574 |  |
| Foreign currency translation adjustments | — | — |  | — |  | — |  | 120,818 |  | — |  | 120,818 |  | (1,486) |  | 119,332 |  |
| Issuance of non-vested stock | — | — |  | 21 |  | — |  | — |  | — |  | 21 |  | — |  | 21 |  |
| Stock-based compensation | — | — |  | (2,952) |  | — |  | — |  | — |  | (2,952) |  | — |  | (2,952) |  |
| Treasury stock transactions | (1,365,961) | — |  | — |  | (46,037) |  | — |  | — |  | (46,037) |  | — |  | (46,037) |  |
| Issuance of common stock | 624,907 | 6 |  | 5,252 |  | — |  | — |  | — |  | 5,258 |  | — |  | 5,258 |  |
| Balances at March 29, 2025 | 158,156,416 | $ | $1,756 | $ | $1,723,198 | $ | $(718,747) | $ | $(543,750) | $ | $3,985,974 | $ | $4,448,431 | $ | $87,342 | $ | $4,535,773 |
| Net income | — | — |  | — |  | — |  | — |  | 12,661 |  | 12,661 |  | 1,604 |  | 14,265 |  |
| Distribution of noncontrolling interest earnings | — | — |  | — |  | — |  | — |  | — |  | — |  | (5,448) |  | (5,448) |  |
| Pension adjustments, net of tax | — | — |  | — |  | — |  | 4,626 |  | — |  | 4,626 |  | — |  | 4,626 |  |
| Commodities derivative adjustments, net of tax | — | — |  | — |  | — |  | (911) |  | — |  | (911) |  | — |  | (911) |  |
| Interest rate swap adjustments, net of tax | — | — |  | — |  | — |  | (3,067) |  | — |  | (3,067) |  | — |  | (3,067) |  |
| Foreign exchange derivative adjustments, net of tax | — | — |  | — |  | — |  | 12,034 |  | — |  | 12,034 |  | — |  | 12,034 |  |
| Foreign currency translation adjustments | — | — |  | — |  | — |  | 134,806 |  | — |  | 134,806 |  | (3,725) |  | 131,081 |  |
| Issuance of non-vested stock | — | — |  | 9 |  | — |  | — |  | — |  | 9 |  | — |  | 9 |  |
| Stock-based compensation | — | — |  | 4,574 |  | — |  | — |  | — |  | 4,574 |  | — |  | 4,574 |  |
| Treasury stock | (5,206) | — |  | — |  | (173) |  | — |  | — |  | (173) |  | — |  | (173) |  |
| Issuance of common stock | 34,695 | — |  | 70 |  | — |  | — |  | — |  | 70 |  | — |  | 70 |  |
| Balances at June 28, 2025 | 158,185,905 | $ | $1,756 | $ | $1,727,851 | $ | $(718,920) | $ | $(396,262) | $ | $3,998,635 | $ | $4,613,060 | $ | $79,773 | $ | $4,692,833 |

The accompanying notes are an integral part of these consolidated financial statements.

DARLING INGREDIENTS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended July 4, 2026 and June 28, 2025

(in thousands)

(unaudited)

| Line item | July 4,2026 | June 28,2025 |
| --- | --- | --- |
| Cash flows from operating activities: |  |  |
| Net income/(loss) | $526,325 | $(9,549) |
| Adjustments to reconcile net income/(loss) to net cash provided by operating activities: |  |  |
| Depreciation and amortization | 261,089 | 244,897 |
| Loss on sale of assets | 87 | 1,014 |
| Asset impairment | 4,297 | — |
| Change in fair value of contingent consideration | — | 18,024 |
| Deferred taxes | 116,033 | (28,225) |
| Increase/(decrease) in long-term pension liability | (80) | 5,633 |
| Stock-based compensation expense | 16,510 | 1,652 |
| Loss on early retirement of debt | — | 2,978 |
| Deferred loan cost amortization | 2,595 | 2,886 |
| Equity in net loss/(income) of Diamond Green Diesel and other unconsolidated subsidiaries | (462,193) | 19,369 |
| Distributions of earnings from Diamond Green Diesel and other unconsolidated subsidiaries | 281,706 | 131,131 |
| Changes in operating assets and liabilities, net of effects from acquisitions: |  |  |
| Accounts receivable | (51,495) | 7,147 |
| Income taxes refundable/payable | 11,885 | 16,312 |
| Inventories and prepaid expenses | (99,187) | 14,893 |
| Accounts payable and accrued expenses | 107,742 | (32,765) |
| Other | (28,859) | (630) |
| Net cash provided by operating activities | 686,455 | 394,767 |
| Cash flows from investing activities: |  |  |
| Capital expenditures | (223,626) | (133,943) |
| Acquisitions, net of cash acquired | (122,238) | — |
| Investment in Diamond Green Diesel | (190,603) | (40,150) |
| Loan to Diamond Green Diesel | (50,000) | — |
| Loan repayment from Diamond Green Diesel | 50,000 | — |
| Gross proceeds from disposal of property, plant and equipment and other assets | 10,298 | 4,555 |
| Proceeds from insurance settlement | 2,567 | 10,173 |
| Payments related to routes and other intangibles | — | (7) |
| Net cash used in investing activities | (523,602) | (159,372) |
| Cash flows from financing activities: |  |  |
| Proceeds from long-term debt | 14,233 | 1,081,421 |
| Payments on long-term debt | (13,364) | (1,572,999) |
| Borrowings from revolving credit facility | 535,839 | 868,809 |
| Payments on revolving credit facility | (515,279) | (486,207) |
| Net cash overdraft financing | 15,793 | (24,840) |
| Acquisition hold-back payments | (14,896) | (26,927) |
| Deferred loan costs | — | (14,053) |
| Issuance of common stock | 2,651 | 413 |
| Repurchase of common stock | (73,400) | (34,668) |
| Minimum withholding taxes paid on stock awards | (20,950) | (6,715) |
| Acquisition of noncontrolling interest | (7,000) | — |
| Distributions to noncontrolling interests | (2,578) | — |
| Net cash used in financing activities | (78,951) | (215,766) |
| Effect of exchange rate changes on cash | (22,584) | (18,227) |
| Net increase in cash, cash equivalents and restricted cash | 61,318 | 1,402 |
| Cash, cash equivalents and restricted cash at beginning of period | 203,538 | 217,307 |
| Cash, cash equivalents and restricted cash at end of period | $264,856 | $218,709 |

The accompanying notes are an integral part of these consolidated financial statements.

DARLING INGREDIENTS INC. AND SUBSIDIARIES

### Notes to Consolidated Financial Statements

July 4, 2026

(unaudited)

(1) General

The accompanying consolidated financial statements for the three and six months ended July 4, 2026 and June 28, 2025, have been prepared by Darling Ingredients Inc., a Delaware corporation (“Darling”, and together with its subsidiaries, the “Company” or “we”, “us” or “our”) in accordance with generally accepted accounting principles in the United States (“GAAP”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting only of normal recurring accruals) that are, in the opinion of management, necessary to present a fair statement of the financial position and operating results of the Company as of and for the respective periods. However, these operating results are not necessarily indicative of the results expected for a full fiscal year. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, management of the Company believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements contained in the Company’s Form 10-K for the fiscal year ended January 3, 2026. 

(2) Summary of Significant Accounting Policies (a)Basis of Presentation

The consolidated financial statements include the accounts of Darling and its consolidated subsidiaries. Noncontrolling interests represent the outstanding ownership interest in the Company’s consolidated subsidiaries that are not owned by the Company. In the accompanying Consolidated Statements of Operations, the noncontrolling interest in net income of the consolidated subsidiaries is shown as an allocation of the Company’s net income and is presented separately as “Net income attributable to noncontrolling interests.” In the Company’s Consolidated Balance Sheets, noncontrolling interests represent the ownership interests in the Company’s consolidated subsidiaries' net assets held by parties other than the Company. These ownership interests are presented separately as “Noncontrolling interests” within “Stockholders' Equity.” All intercompany balances and transactions have been eliminated in consolidation.

(b)Fiscal Periods

The Company has a 52/53 week fiscal year ending on the Saturday nearest December 31. Fiscal periods for the consolidated financial statements included herein are as of July 4, 2026, and include the 13 and 26 weeks ended July 4, 2026, and the 13 and 26 weeks ended June 28, 2025.

(c) Cash and Cash Equivalents

The Company considers all short-term highly liquid instruments, with an original maturity of three months or less, to be cash equivalents. Cash balances are recorded net of book overdrafts when a bank right-of-offset exists. All other book overdrafts are recorded in accounts payable and the change in the related balance is reflected in operating activities on the Consolidated Statement of Cash Flows. In addition, the Company has bank overdrafts, which are considered a form of short-term financing with changes in the related balance reflected in financing activities in the Consolidated Statement of Cash Flows. Restricted cash shown on the Consolidated Balance Sheet as of July 4, 2026 and January 3, 2026, primarily represents the current portion of acquisition consideration hold-back amounts that are part of the purchase price set aside in escrow in the Company’s name for possible indemnification claims by the Company, which amounts will be paid to the sellers in the future if no claims arise. Restricted cash included in other long-term assets on the Consolidated Balance Sheet as of July 4, 2026 and January 3, 2026, primarily represents the long-term acquisition consideration hold-back amounts that are part of the purchase price set aside in escrow in the Company’s name for possible indemnification claims by the Company, which amounts will be paid to the sellers in the future if no claims arise. A reconciliation of cash, cash equivalents, and restricted cash reported within the

Consolidated Balance Sheets that sum to the total of the same amounts shown in the Consolidated Statement of Cash flows is as follows (in thousands):

| Line item | July 4, 2026 | January 3, 2026 |
| --- | --- | --- |
| Cash and cash equivalents | $160,742 | $88,671 |
| Restricted cash | 17,905 | 16,686 |
| Restricted cash included in other long-term assets | 86,209 | 98,181 |
| Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $264,856 | $203,538 |

(d) Accounts Receivable Factoring

The Company has entered into agreements with third-party banks to factor certain of the Company’s trade receivables in order to enhance working capital by turning trade receivables into cash faster. Under these agreements, the Company sells certain selected customers’ trade receivables to third-party banks without recourse for cash less a nominal fee. For the three months ended July 4, 2026 and June 28, 2025, the Company sold approximately $132.5 million and $129.1 million of its trade receivables and incurred approximately $1.4 million and $1.5 million in fees, respectively. For the six months ended July 4, 2026 and June 28, 2025, the Company sold approximately $261.2 million and $254.6 million of its trade receivables and incurred approximately $2.7 million and $2.9 million in fees, respectively.

(e) Revenue Recognition

The Company recognizes revenue on sales when control of the promised finished product is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for the finished product. Service revenues are recognized when the service occurs. Certain customers may be required to prepay prior to shipment in order to maintain payment protection related to certain foreign and domestic sales. These amounts are recorded as unearned revenue in accrued expenses and recognized when control of the promised finished product is transferred to the Company’s customer. See Note 20 (Revenue) to the Company’s Consolidated Financial Statements included herein.

(f) Earnings Per Share

Basic income per common share is computed by dividing net income attributable to Darling by the weighted average number of common shares including non-vested and restricted shares outstanding during the period. Diluted income per common share is computed by dividing net income attributable to Darling by the weighted average number of common shares outstanding during the period increased by dilutive common equivalent shares determined using the treasury stock method.

| Line item | Net Income per Common Share (in thousands, except per share data) / Three Months Ended / Income | Net Income per Common Share (in thousands, except per share data) / Three Months Ended / July 4, 2026 / Shares | Net Income per Common Share (in thousands, except per share data) / Three Months Ended / Per Share | Net Income per Common Share (in thousands, except per share data) / Three Months Ended / Income | Net Income per Common Share (in thousands, except per share data) / Three Months Ended / June 28, 2025 / Shares | Net Income per Common Share (in thousands, except per share data) / Three Months Ended / Per Share |
| --- | --- | --- | --- | --- | --- | --- |
| Basic: |  |  |  |  |  |  |
| Net income attributable to Darling | $387,312 | 158,516 | $2.44 | $12,661 | 158,339 | $0.08 |
| Diluted: |  |  |  |  |  |  |
| Effect of dilutive securities: |  |  |  |  |  |  |
| Add: Option shares in the money and dilutive effect of non-vested stock awards |  | 2,527 |  |  | 2,467 |  |
| Less: Pro forma treasury shares |  | (416) |  |  | (1,072) |  |
| Diluted: |  |  |  |  |  |  |
| Net income attributable to Darling | $387,312 | 160,627 | $2.41 | $12,661 | 159,734 | $0.08 |

| Line item | Net Income/(loss) per Common Share (in thousands, except per share data) / Six Months Ended / Income | Net Income/(loss) per Common Share (in thousands, except per share data) / Six Months Ended / July 4, 2026 / Shares | Net Income/(loss) per Common Share (in thousands, except per share data) / Six Months Ended / Per Share | Net Income/(loss) per Common Share (in thousands, except per share data) / Six Months Ended / Loss | Net Income/(loss) per Common Share (in thousands, except per share data) / Six Months Ended / June 28, 2025 / Shares | Net Income/(loss) per Common Share (in thousands, except per share data) / Six Months Ended / Per Share |
| --- | --- | --- | --- | --- | --- | --- |
| Basic: |  |  |  |  |  |  |
| Net income/(loss) attributable to Darling | $521,625 | 158,630 | $3.29 | $(13,499) | 158,436 | $(0.09) |
| Diluted: |  |  |  |  |  |  |
| Effect of dilutive securities: |  |  |  |  |  |  |
| Add: Option shares in the money and dilutive effect of non-vested stock awards |  | 2,710 |  |  | — |  |
| Less: Pro forma treasury shares |  | (510) |  |  | — |  |
| Diluted: |  |  |  |  |  |  |
| Net income/(loss) attributable to Darling | $521,625 | 160,830 | $3.24 | $(13,499) | 158,436 | $(0.09) |

For the three months ended July 4, 2026 and June 28, 2025, zero outstanding stock options were excluded from diluted income per common share as the effect would be antidilutive. For the three months ended July 4, 2026 and June 28, 2025, respectively, 435,106 and 497,454 shares of non-vested stock and stock equivalents were excluded from diluted income per common share as the effect was antidilutive.

For the six months ended July 4, 2026 and June 28, 2025, zero and 2,177,039 outstanding stock options were excluded from diluted income/(loss) per common share as the effect would be antidilutive. For the six months ended July 4, 2026 and June 28, 2025, respectively, 486,030 and 1,072,630 shares of non-vested stock and stock equivalents were excluded from diluted income/(loss) per common share as the effect was antidilutive.

(g) Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

If it is at least reasonably possible that the estimate of the effect on the financial statements of a condition, situation, or set of circumstances that exist at the date of the financial statements will change in the near term due to one or more future confirming events, and the effect of the change would be material to the financial statements, the Company will disclose the nature of the uncertainty and include an indication that it is at least reasonably possible that a change in the estimate will occur in the near term. If the estimate involves certain loss contingencies, the disclosure will also include an estimate of the probable loss or range of loss or state that an estimate cannot be made.

As a result of the conflicts in Ukraine and the Middle East and the current inflationary environment that might be further impacted by tariffs, we have evaluated the potential impact to the Company’s operations and for any indicators of triggering events that could indicate certain of the Company’s assets may be impaired. Through the six months ended July 4, 2026, the Company has not observed any impairments of the Company’s assets or a significant change in their fair value due to the conflicts in Ukraine and the Middle East, inflation or the impacts of tariffs.

(3) Investment in Unconsolidated Subsidiaries

On January 21, 2011, a wholly owned subsidiary of Darling entered into a limited liability company agreement with a wholly owned subsidiary of Valero Energy Corporation (“Valero”) to form Diamond Green Diesel Holdings LLC (“DGD” or the “DGD Joint Venture”). The DGD Joint Venture is owned 50% / 50% with Valero.

Selected financial information for the Company’s DGD Joint Venture is as follows:

| (in thousands) | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Assets: |  |  |
| Cash | $387,284 | $195,765 |
| Total other current assets | 2,175,210 | 1,199,194 |
| Property, plant and equipment, net | 3,601,119 | 3,702,254 |
| Other assets | 122,119 | 139,765 |
| Total assets | $6,285,732 | $5,236,978 |
| Liabilities and members' equity: |  |  |
| Revolver | — | — |
| Total other current portion of long-term debt | 28,443 | 29,487 |
| Total other current liabilities | 630,098 | 332,256 |
| Total long-term debt | 663,293 | 677,671 |
| Total other long-term liabilities | 17,796 | 17,748 |
| Total members' equity | 4,946,102 | 4,179,816 |
| Total liabilities and members' equity | $6,285,732 | $5,236,978 |

| (in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenues: |  |  |  |  |
| Operating revenues | $2,681,999 | $1,097,831 | $4,096,045 | $1,997,740 |
| Expenses: |  |  |  |  |
| Total costs and expenses less lower of cost or market inventory valuation adjustment and depreciation, amortization and accretion expense | 1,896,706 | 1,119,445 | 3,097,797 | 2,096,551 |
| Lower of cost or market (LCM) inventory valuation adjustment | — | (111,245) | (96,720) | (202,249) |
| Depreciation, amortization and accretion expense | 71,020 | 61,529 | 148,948 | 129,001 |
| Total costs and expenses | 1,967,726 | 1,069,729 | 3,150,025 | 2,023,303 |
| Operating income/(loss) | 714,273 | 28,102 | 946,020 | (25,563) |
| Other income | 3,697 | 2,181 | 5,211 | 5,883 |
| Interest and debt expense, net | (10,739) | (12,844) | (21,895) | (22,150) |
| Income/(loss) before income tax expense | 707,231 | 17,439 | $929,336 | $(41,830) |
| Income tax expense | 284 | 1,105 | 328 | 1,144 |
| Net income/(loss) | $706,947 | $16,334 | $929,008 | $(42,974) |

As of July 4, 2026, under the equity method of accounting, the Company has an investment in the DGD Joint Venture of approximately $2,495.3 million on the consolidated balance sheet. The Company has recorded equity in net income from the DGD Joint Venture of approximately $350.0 million and $6.0 million for the three months ended July 4, 2026 and June 28, 2025, respectively. The Company has recorded equity in net income/(loss) from the DGD Joint Venture of approximately $457.4 million and $(24.5) million for the six months ended July 4, 2026 and June 28, 2025, respectively.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act ( the “IR Act”). As part of the IR Act, the blenders tax credits of $1.00 per gallon were extended as is until December 31, 2024, a new Sustainable Aviation Fuel (“SAF”) blenders tax credit was introduced effective for 2023 and 2024, and a new Clean Fuels Production Credit (the “CFPC”) was created effective from 2025 through 2027. Under the IR Act, Section 40B, SAF, blended with Jet A and sold on or before December 31, 2024, receives a base credit of $1.25 per gallon plus $0.01 for each percentage point by which the lifecycle greenhouse gas (“GHG”) emissions reduction percentage exceeds 50% up to a maximum supplementary amount of $0.50. Under the CFPC, on-road transportation fuel receives a base credit of up to $1.00 per gallon of renewable diesel (adjusted for inflation each calendar year) multiplied by the fuel's emission reduction percentage as long as it is produced at a qualifying facility and it meets prevailing wage requirements and apprenticeship requirements. Similarly, SAF produced during calendar year 2025 at a qualified facility that meets the apprenticeship and prevailing wage requirements receives a base credit of $1.75 (adjusted for inflation each calendar year) multiplied by the GHG emissions factor for SAF. In contrast to the blenders tax credit, the CFPC requires that production must take place in the United States. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes significant tax related provisions. With respect to the CFPC, the OBBBA extends the credit for two years through December 31, 2029, reduces the maximum credit rate for SAF to $1.00 per gallon (adjusted for inflation each calendar year) for gallons produced after December 31, 2025, and, beginning in 2026, all eligible transportation fuel must be derived exclusively from feedstocks produced or grown in the U.S., Mexico or Canada. Furthermore, on July 10, 2026, the Internal Revenue Service released Notice 2026-41, announcing the 2026 calendar year inflation adjustment factor for several green energy credits added to the Internal Revenue Code by the IR Act, including the CFPC (i.e., there is a retroactive effective date of January 1, 2026). Specifically, the base credit for on-road transportation fuel is increased to $1.09 per gallon (from $1.00 per gallon) and SAF is $1.09 per gallon for amounts produced in 2026 and $1.91 per gallon for gallons produced in 2025, but sold in 2026 (up from $1.86 per gallon) provided the fuel is produced at a qualified facility meeting the prevailing wage and apprenticeship requirements.

For the three months ended July 4, 2026 and June 28, 2025, the DGD Joint Venture recorded approximately $176.8 million and $140.2 million of production tax credits, net of discount and broker fees related to Darling's portion, respectively. For the six months ended July 4, 2026 and June 28, 2025, the DGD Joint Venture recorded approximately $354.4 million and $191.1 million of production tax credits, net of discount and broker fees related to Darling's portion, respectively. The production tax credits are recorded as a reduction of cost of sales by the DGD Joint Venture. In the six months ended July 4, 2026 and June 28, 2025, the Company received approximately $279.7 million and $129.5 million in dividend distributions from the DGD Joint Venture, respectively.

In the six months ended July 4, 2026 and June 28, 2025, respectively, the Company made approximately $190.6 million and $40.2 million in capital contributions to the DGD Joint Venture.

In addition to the DGD Joint Venture, the Company has investments in other unconsolidated subsidiaries that are insignificant to the Company.

(4) Acquisitions

UPI Bovinos NewCo

On June 2, 2026, the Company, through a wholly-owned subsidiary, acquired all of the shares of UPI Bovinos NewCo (the “Bovinos Acquisition”), which includes three rendering plants in Brazil. The plants were acquired out of bankruptcy with minimal working capital and are included in our Feed Ingredients segment. The purchase price of the Bovinos Acquisition was approximately R$615.9 million (approximately $122.2 million in USD) including the payoff of sellers debt. The Bovinos Acquisition was comprised of R$546.7 million of payments made at the closing (approximately $109.0 million in USD at the exchange rate of R$5.015:USD$1.00 on the closing date), Debtor in Possession Financing that was supplied to the seller on March 24, 2026 of approximately R$60.5 million (approximately $11.5 million in USD at the exchange rate of R$5.259:USD$1.00 at March 24, 2026) was deducted from the purchase price on June 2, 2026 and the Company incurred an acquisition holdback liability of approximately R$8.7 million (approximately $1.7 million in USD at the exchange rate on the closing date). The Company recorded assets and liabilities on a preliminary basis consisting of property, plant and equipment of approximately $52.9 million, identifiable intangibles which included routes of approximately $14.6 million with a life of 12 years, deferred tax liabilities of approximately $15.4 million, other net liabilities of approximately $0.8 million and goodwill of approximately $70.9 million. Goodwill, which was assigned to our Feed Ingredients segment, is expected to strengthen the Company’s base business and expand its ability to provide additional low carbon intensity feedstocks to fuel the growing demand for renewable diesel and is nondeductible for tax purposes.

Joint Venture with Tessenderlo Group NV

On December 10, 2025, the Company entered into a definitive agreement with Tessenderlo Group NV, a public limited company organized under the laws of Belgium (“Tessenderlo”) to form a joint venture. The definitive agreement is the Master Contribution Agreement (the “Contribution Agreement”) and is by and among Darling, Darling Global Holdings Inc., a Delaware corporation and wholly owned subsidiary of Darling, Tessenderlo, and NewCo Collagen LLC, a Delaware limited liability company (“NewCo”) and currently a wholly owned subsidiary of Darling. Under the Contribution Agreement, Darling and Tessenderlo have agreed to contribute their respective collagen and gelatin business segments into NewCo in exchange for equity interests in NewCo and upon closing of the transaction, Darling will have an 85% equity interest and Tessenderlo will have a 15% equity interest in NewCo. The completion of the transaction contemplated by the Contribution Agreement is subject to required regulatory approvals and certain other closing conditions.

The Company incurred acquisition and integration costs of approximately $13.2 million and $3.4 million for the three months ended July 4, 2026 and June 28, 2025, respectively. The Company incurred acquisition and integration costs of approximately $18.2 million and $4.9 million for the six months ended July 4, 2026 and June 28, 2025, respectively.

(5) Inventories

A summary of inventories follows (in thousands):

| Line item | July 4, 2026 | January 3, 2026 |
| --- | --- | --- |
| Finished product | $356,647 | $295,670 |
| Work in process | 92,943 | 78,458 |
| Raw material | 44,200 | 45,084 |
| Supplies and other | 111,567 | 108,526 |
|  | $605,357 | $527,738 |

(6) Assets Held for Sale

A disposal group (assets and liabilities to be sold) is classified as held for sale once all applicable criteria under U.S. GAAP have been satisfied, including when management, having the authority to approve the action, commits to a plan to sell the disposal group, the sale is probable and the Company expects to complete the sale within one year. Upon classifying a disposal group as held for sale, the Company measures the disposal group at the lower of its carrying value or fair value less costs to sell and long-lived assets in the disposal group are not depreciated. Based on these criteria, at January 3, 2026 and July 4, 2026, the Company classified certain assets and liabilities from disposal groups within the Feed and Food segments as assets held for sale. The carrying values of the assets and liabilities classified as held for sale in our consolidated balance sheets are as follows (in thousands):

| Line item | July 4,2026 | January 3,2026 |
| --- | --- | --- |
| Assets: |  |  |
| Accounts receivable, net | $26,513 | $26,493 |
| Inventories | 57,144 | 64,683 |
| Other current assets | 8,614 | 4,381 |
| Property, plant and equipment, net | 14,069 | 24,377 |
| Goodwill | 17,171 | 20,293 |
| Other assets | 6,615 | 7,469 |
| Total assets | 130,126 | 147,696 |
| Valuation allowance | (8,376) | (4,217) |
| Total assets held for sale | $121,750 | $143,479 |
| Liabilities: |  |  |
| Accounts payable, principally trade | $5,868 | $4,152 |
| Accrued expenses | 7,350 | 11,635 |
| Other current liabilities | 1,133 | 1,143 |
| Other noncurrent liabilities | 6,834 | 8,155 |
| Total liabilities to be disposed of | 21,185 | 25,085 |
| Net assets held for sale | $100,565 | $118,394 |

On April 10, 2026, the Company entered into an agreement to sell a substantial portion of the Company’s U.S. grease trap environmental services business in the Feed segment for approximately $90.0 million to WRM Holdings LLC, a subsidiary of Waste Resource Management, less working capital adjustments. The assets and liabilities that will be sold are classified as assets held for sale and liabilities to be disposed of on the Company’s consolidated balance sheets. On July 21, 2026, the Company received approximately $84.1 million in proceeds for the sale of a substantial portion of the Company’s U.S. grease trap environmental services business, which represented the purchase price minus working capital adjustments, other fees and holdback amounts.

On July 2, 2026, the Company entered into an agreement to sell the Company’s natural casings business in the Food segment for approximately €58.0 million (approximately $66.3 million in USD at the exchange rate of

€1.1436:USD$1.00 at July 4, 2026) plus or minus working capital adjustments and less net debt as defined in the agreement to Van Hessen Holding B.V. The assets and liabilities that will be sold are classified as assets held for sale and liabilities to be disposed of on the Company's consolidated balance sheets. The transaction is expected to be closed by the end of 2026.

The Company evaluated the disposal groups and concluded that the disposal groups did not represent a strategic shift that will have a major effect on the Company’s operations and financial results. Accordingly, the disposal groups have not been classified as discontinued operations.

(7) Intangible Assets

The gross carrying amount of intangible assets not subject to amortization and intangible assets subject to amortization

is as follows (in thousands):

| Line item | July 4, 2026 | January 3, 2026 |
| --- | --- | --- |
| Indefinite Lived Intangible Assets: |  |  |
| Trade names | $51,573 | $52,251 |
|  | 51,573 | 52,251 |
| Finite Lived Intangible Assets: |  |  |
| Routes | 732,707 | 739,833 |
| Customer relationships | 333,103 | 315,652 |
| Permits | 322,921 | 325,663 |
| Trade names | 19,533 | 19,205 |
| Royalties, product development, patents, consulting, land use rights, non-compete and leasehold agreements | 18,108 | 20,121 |
|  | 1,426,372 | 1,420,474 |
| Accumulated Amortization: |  |  |
| Routes | (312,018) | (311,198) |
| Customer relationships | (99,103) | (79,315) |
| Permits | (225,319) | (217,728) |
| Trade names | (13,895) | (11,932) |
| Royalties, product development, patents, consulting, land use rights, non-compete and leasehold agreements | (5,585) | (7,549) |
|  | (655,920) | (627,722) |
| Total intangible assets, less accumulated amortization | $822,025 | $845,003 |

Gross intangible assets changed in the first six months of fiscal 2026 primarily due to acquisitions of approximately $14.8 million and retirements of approximately $15.3 million; the remaining change is due to foreign currency exchange impact. Amortization expense for the three months ended July 4, 2026 and June 28, 2025, was approximately $25.0 million and $25.8 million, respectively and for the six months ended July 4, 2026 and June 28, 2025, was approximately $50.2 million and $51.1 million, respectively.

(8) Goodwill

Changes in the carrying amount of goodwill (in thousands):

| Line item | Feed Ingredients | Food Ingredients | Fuel Ingredients | Total |
| --- | --- | --- | --- | --- |
| Balance at January 3, 2026 |  |  |  |  |
| Goodwill | $1,507,187 | $862,457 | $159,043 | $2,528,687 |
| Accumulated impairment losses | (17,881) | (20,195) | (31,580) | (69,656) |
|  | 1,489,306 | 842,262 | 127,463 | 2,459,031 |
| Goodwill acquired during year | 70,892 | — | — | 70,892 |
| Goodwill transferred from assets held for sale | 3,122 | — | — | 3,122 |
| Foreign currency translation | (737) | 25,372 | (3,478) | 21,157 |
| Balance at July 4, 2026 |  |  |  |  |
| Goodwill | 1,580,464 | 887,829 | 155,565 | 2,623,858 |
| Accumulated impairment losses | (17,881) | (20,195) | (31,580) | (69,656) |
|  | $1,562,583 | $867,634 | $123,985 | $2,554,202 |

(9) Accrued Expenses

Accrued expenses consist of the following (in thousands):

| Line item | July 4, 2026 | January 3, 2026 |
| --- | --- | --- |
| Compensation and benefits | $152,848 | $170,312 |
| Accrued operating expenses | 88,620 | 87,055 |
| Short-term acquisition hold-backs | 18,745 | 17,500 |
| Other accrued expenses | 244,094 | 210,631 |
|  | $504,307 | $485,498 |

(10) Debt

Debt consists of the following (in thousands):

| Amended Credit Agreement: | July 4, 2026 | January 3, 2026 |
| --- | --- | --- |
| Revolving Credit Facility ($197.8 million and $162.2 million denominated in € at July 4, 2026 and January 3, 2026, respectively) | $615,843 | $601,150 |
| Term A facility | 891,000 | 895,500 |
| Less unamortized deferred loan costs | (3,524) | (3,846) |
| Carrying value Term A facility | 887,476 | 891,654 |
| 6% Senior Notes due 2030 with effective interest of 6.12% | 1,000,000 | 1,000,000 |
| Less unamortized deferred loan costs net of bond premiums | (4,258) | (4,725) |
| Carrying value 6% Senior Notes due 2030 | 995,742 | 995,275 |
| 5.25% Senior Notes due 2027 with effective interest of 5.47% | 500,000 | 500,000 |
| Less unamortized deferred loan costs | (836) | (1,345) |
| Carrying value 5.25% Senior Notes due 2027 | 499,164 | 498,655 |
| 4.5% Senior Notes due 2032 - Denominated in euro with effective interest of 4.7% | 857,700 | 881,250 |
| Less unamortized deferred loan costs - Denominated in euros | (8,882) | (9,781) |
| Carrying value 4.5% Senior Notes due 2032 | 848,818 | 871,469 |
| Other Notes and Obligations | 100,681 | 79,257 |
|  | 3,947,724 | 3,937,460 |
| Less Current Maturities | 96,761 | 75,217 |
|  | $3,850,963 | $3,862,243 |

As of July 4, 2026, the Company had €173.0 million outstanding debt under the revolving credit facility denominated in euros and €750.0 million of outstanding debt under the Company’s 4.5% Senior Notes due 2032 denominated in euros. In addition, at July 4, 2026, the Company had finance lease obligations denominated in euros of approximately €3.4 million.

As of July 4, 2026, the Company had other notes and obligations of $100.7 million that consist of various overdraft facilities of approximately $67.8 million, Brazilian notes of approximately $15.8 million, European notes of approximately $12.0 million and other debt of approximately $5.1 million, including the euro denominated finance lease obligations above and the U.S. finance lease obligations of approximately $1.2 million.

Senior Secured Credit Facilities. On June 25, 2025, Darling, Darling International Canada Inc. (“Darling Canada”), Darling International NL Holdings B.V. (“Darling NL”) and Darling Ingredients International Holding B.V. (“Darling Holding”) entered into a Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), which amended and restated the Company's then existing Second Amended and Restated Credit Agreement dated January 6, 2014 (as amended from time to time, the “Previous Credit Agreement”), with the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto. The Amended Credit Agreement refinanced the loans and commitments outstanding under the Previous Credit Agreement and provides for senior secured credit facilities in the aggregate principal amount of $2.9 billion comprised of (i) the Company’s $900.0 million six-year term A facility and (ii) the Company’s $2.0 billion five-year revolving credit facility (up to $50.0 million (as such amount may be increased to an amount not exceeding $150.0 million to the extent consented to by the applicable issuing banks) of which will be available for a letter of credit subfacility and up to $50.0 million of which will be available for a swingline sub-facility) (collectively, the “Senior Secured Credit Facilities”). The Amended Credit Agreement also permits Darling and the other borrowers thereunder to incur ancillary facilities provided by any revolving lender party to the Senior Secured Credit Facilities (with certain restrictions). The revolving credit facility will be used for working capital needs, general corporate purposes and other purposes not prohibited by the Amended Credit Agreement.

The interest rate applicable to any borrowings under the revolving credit facility will equal (i) the Canadian Overnight Repo Rate Average (CORRA) for borrowings denominated in Canadian dollars or the adjusted term secured overnight financing rate (SOFR) for U.S. dollar borrowings or the adjusted euro interbank rate (EURIBOR) for euro borrowings or the adjusted daily simple Sterling overnight index average (SONIA) for British pound borrowings, in each case plus 1.375% per annum or (ii) the alternative base rate (ABR) for U.S. dollar borrowings or Canadian prime rate for Canadian dollar borrowings or the adjusted daily simple European short-term rate (ESTR) for euro borrowings or the adjusted daily SONIA rate for British pound borrowings, in each case plus 0.375% per annum, and in each case of clauses (i) and (ii), subject to certain step-ups or step-downs based on the Company’s total leverage ratio. The interest rate applicable to any borrowing under the term A facility equals the adjusted term SOFR plus 1.625% per annum or ABR plus 0.625% subject to certain step-ups and step-downs based on the Company’s total leverage ratio with a minimum of 1.50% for SOFR borrowings and a minimum of 0.50% for ABR borrowings.

As of July 4, 2026, the Company had (i) $76.0 million outstanding under the revolver at base rate plus a margin of 0.375% per annum for a total of 7.125%, (ii) $342.0 million outstanding under the revolver at SOFR plus a margin of 1.375% per annum for a total of 4.48401% per annum, (iii) $891.0 million outstanding under the term A facility at SOFR plus a margin of 1.625% per annum for a total of 5.26892% per annum, and (iv) €173.0 million outstanding under the revolving credit facility at EURIBOR plus a margin of 1.375% per annum for a total of 3.52527% per annum. As of July 4, 2026, the Company had revolving credit facility availability of $1.3 billion, under the Amended Credit Agreement taking into account amounts borrowed, ancillary facilities of $75.4 million and letters of credit issued of $0.8 million. The Company also had foreign bank guarantees of approximately $12.2 million that are not part of the Company’s Amended Credit Agreement at July 4, 2026. In addition, the Company capitalized approximately $8.0 million of deferred loan costs in fiscal 2025 in connection with the Amended Credit Agreement.

5.25% Senior Notes due 2027. On April 3, 2019, Darling issued and sold $500.0 million aggregate principal amount of 5.25% Senior Notes which mature on April 15, 2027 (the “5.25% Notes”). At the date of this report, the Company has not made a decision whether it will refinance or repay the 5.25% Notes at maturity. As long as the Company has sufficient availability on its revolving credit facility under the Company’s Amended Credit Agreement the 5.25% Notes will be classified as long term on the Company’s consolidated balance sheet.

As of July 4, 2026, the Company is in compliance with all of the financial covenants under the Amended Credit Agreement, and believes it is in compliance with all of the other covenants contained in the Amended Credit Agreement, the 6% Senior Notes due 2030, the 5.25% Senior Notes due 2027 and the 4.5% Senior Notes due 2032.

(11) Other Noncurrent Liabilities

Other noncurrent liabilities consist of the following (in thousands):

| Line item | July 4, 2026 | January 3, 2026 |
| --- | --- | --- |
| Accrued pension liability less amounts included in liabilities to be disposed of | $16,673 | $17,015 |
| Reserve for self-insurance, litigation, environmental and tax matters | 70,719 | 68,795 |
| Long-term acquisition hold-backs | 87,204 | 98,461 |
| Other | 3,520 | 5,183 |
|  | $178,116 | $189,454 |

(12) Income Taxes

The Company has provided income taxes for the three and six months ended July 4, 2026 and June 28, 2025, based on its estimate of the effective tax rate for the entire 2026 and 2025 fiscal years. The Company’s estimated annual effective tax rate is based on forecasts of income by jurisdiction, permanent differences between book and tax income, the relative proportion of income and losses by jurisdiction, and statutory income tax rates. Discrete events such as the assessment of the ultimate outcome of tax audits, audit settlements, recognizing previously unrecognized tax benefits due to the lapsing of statutes of limitation, recognizing or derecognizing deferred tax assets due to projections of income or loss and changes in tax laws are recognized in the period in which they occur.

Unrecognized tax benefits represent the difference between tax positions taken or expected to be taken in a tax return and the benefits recognized for financial statement purposes. As of July 4, 2026 and January 3, 2026, the Company had $12.1 million and $9.9 million, respectively, of gross unrecognized tax benefits and $3.7 million and $2.7 million, respectively, of related accrued interest and penalties. The Company’s gross unrecognized tax benefits are not expected to decrease significantly within the next twelve months.

On July 4, 2025, the OBBBA was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The legislation did not have a material effect on the Company's results or financial position in the current quarter.

The Organization for Economic Co-operation and Development (OECD) has issued a framework and model rules to implement a global minimum corporate income tax of 15% for companies with global revenues above certain thresholds (referred to as Pillar 2). On January 5, 2026, the OECD approved changes to the model rules that included the introduction of a “side-by-side” agreement which would exempt U.S.-parented companies from certain aspects of the global minimum tax regime. In certain jurisdictions, local legislative action is needed to effectuate the side-by-side agreement and cannot be considered in our accounting estimate until enactment. Accordingly, as of July 4, 2026, the Company has included a Pillar 2 liability in its estimate of the effective tax rate for the entire 2026 fiscal year primarily related to its U.S. operations.

The Company’s major taxing jurisdictions include the United States (federal and state), Canada, the Netherlands, Belgium, Brazil, Germany, France, China and Poland. The Company is subject to regular examination by various tax authorities and although the final outcome of these examinations is not yet determinable, the Company does not anticipate that any of the examinations will have a significant impact on the Company’s results of operations or financial position.  The statute of limitations for the Company’s major tax jurisdictions is open for varying periods, but is generally closed through the 2013 tax year.

(13) Other Comprehensive Income/(Loss)

The components of other comprehensive income/(loss) and the related tax impacts for the three and six months ended July 4, 2026 and June 28, 2025 are as follows (in thousands):

| Line item | Three Months Ended / Before-Tax / Amount / July 4, 2026 | Three Months Ended / Before-Tax / Amount / June 28, 2025 | Three Months Ended / Tax (Expense) / or Benefit / July 4, 2026 | Three Months Ended / Tax (Expense) / or Benefit / June 28, 2025 | Three Months Ended / Net-of-Tax / Amount / July 4, 2026 | Three Months Ended / Net-of-Tax / Amount / June 28, 2025 |
| --- | --- | --- | --- | --- | --- | --- |
| Defined benefit pension plans |  |  |  |  |  |  |
| Actuarial gain/(loss) recognized | — | $50 | — | $(12) | — | $38 |
| Amortization of prior service (cost)/benefit | 11 | (2) | (3) | 1 | 8 | (1) |
| Amortization of actuarial gain/(loss) | (97) | 207 | 26 | (49) | (71) | 158 |
| Amortization of settlement | — | 5,854 | — | (1,423) | — | 4,431 |
| Total defined benefit pension plans | (86) | 6,109 | 23 | (1,483) | (63) | 4,626 |
| Corn option derivatives |  |  |  |  |  |  |
| Reclassified to earnings | — | 18 | — | (5) | — | 13 |
| Activity recognized in other comprehensive income/(loss) | — | (4) | — | 2 | — | (2) |
| Total corn option derivatives | — | 14 | — | (3) | — | 11 |
| Heating oil derivatives at DGD (Note 16) |  |  |  |  |  |  |
| Activity recognized in other comprehensive income/(loss) | 70,841 | (1,218) | (17,214) | 296 | 53,627 | (922) |
| Total heating oil derivatives | 70,841 | (1,218) | (17,214) | 296 | 53,627 | (922) |
| Interest swap derivatives |  |  |  |  |  |  |
| Reclassified to earnings | 72 | (4,476) | (18) | 1,087 | 54 | (3,389) |
| Activity recognized in other comprehensive income/(loss) | 831 | 424 | (201) | (102) | 630 | 322 |
| Total interest swap derivatives | 903 | (4,052) | (219) | 985 | 684 | (3,067) |
| Foreign exchange derivatives |  |  |  |  |  |  |
| Reclassified to earnings | (9,953) | (851) | (361) | 291 | (10,314) | (560) |
| Activity recognized in other comprehensive income/(loss) | 3,035 | 19,063 | 2,824 | (6,469) | 5,859 | 12,594 |
| Total foreign exchange derivatives | (6,918) | 18,212 | 2,463 | (6,178) | (4,455) | 12,034 |
| Foreign currency translation | (1,969) | 135,013 | 483 | (3,932) | (1,486) | 131,081 |
| Other comprehensive income/(loss) | $62,771 | $154,078 | $(14,464) | $(10,315) | $48,307 | $143,763 |

| Line item | Six Months Ended / Before-Tax / Amount / July 4, 2026 | Six Months Ended / Before-Tax / Amount / June 28, 2025 | Six Months Ended / Tax (Expense) / or Benefit / July 4, 2026 | Six Months Ended / Tax (Expense) / or Benefit / June 28, 2025 | Six Months Ended / Net-of-Tax / Amount / July 4, 2026 | Six Months Ended / Net-of-Tax / Amount / June 28, 2025 |
| --- | --- | --- | --- | --- | --- | --- |
| Defined benefit pension plans |  |  |  |  |  |  |
| Actuarial gain/(loss) recognized | — | $50 | — | $(12) | — | $38 |
| Amortization of prior service (cost)/benefit | 21 | (4) | (6) | 2 | 15 | (2) |
| Amortization of actuarial gain/(loss) | (194) | 456 | 53 | (108) | (141) | 348 |
| Amortization of settlement | — | 5,854 | — | (1,423) | — | 4,431 |
| Total defined benefit pension plans | (173) | 6,356 | 47 | (1,541) | (126) | 4,815 |
| Corn option derivatives |  |  |  |  |  |  |
| Reclassified to earnings | — | 385 | — | (94) | — | 291 |
| Activity recognized in other comprehensive income/(loss) | — | (257) | — | 63 | — | (194) |
| Total corn option derivatives | — | 128 | — | (31) | — | 97 |
| Heating oil derivatives at DGD (Note 16) |  |  |  |  |  |  |
| Activity recognized in other comprehensive income/(loss) | 6,547 | 182 | (1,591) | (45) | 4,956 | 137 |
| Total heating oil derivatives | 6,547 | 182 | (1,591) | (45) | 4,956 | 137 |
| Interest swap derivatives |  |  |  |  |  |  |
| Reclassified to earnings | 1,300 | 13,217 | (316) | (3,212) | 984 | 10,005 |
| Activity recognized in other comprehensive income/(loss) | 1,099 | (18,900) | (267) | 4,593 | 832 | (14,307) |
| Total interest swap derivatives | 2,399 | (5,683) | (583) | 1,381 | 1,816 | (4,302) |
| Foreign exchange derivatives |  |  |  |  |  |  |
| Reclassified to earnings | (14,146) | (4,513) | 1,019 | 1,523 | (13,127) | (2,990) |
| Activity recognized in other comprehensive income/(loss) | 14,868 | 52,222 | (1,071) | (17,624) | 13,797 | 34,598 |
| Total foreign exchange derivatives | 722 | 47,709 | (52) | (16,101) | 670 | 31,608 |
| Foreign currency translation | 58,301 | 256,107 | 1,393 | (5,694) | 59,694 | 250,413 |
| Other comprehensive income/(loss) | $67,796 | $304,799 | $(786) | $(22,031) | $67,010 | $282,768 |

The following table presents the amounts reclassified out of each component of other comprehensive income/(loss), net of tax, for the three and six months ended July 4, 2026 and June 28, 2025 as follows (in thousands):

| Line item | Three Months Ended / July 4, 2026 | Three Months Ended / June 28, 2025 | Six Months Ended / July 4, 2026 | Six Months Ended / June 28, 2025 | Statement of Operations Classification |
| --- | --- | --- | --- | --- | --- |
| Derivative instruments |  |  |  |  |  |
| Foreign exchange contracts | $9,953 | $851 | 14,146 | 4,513 | Net sales |
| Corn option derivatives | — | (18) | — | (385) | Cost of sales and operating expenses |
| Interest swaps | (72) | 4,476 | (1,300) | (13,217) | Foreign currency gain/(loss) and interest expense |
|  | 9,881 | 5,309 | 12,846 | (9,089) | Total before tax |
|  | 379 | (1,373) | (703) | 1,783 | Income taxes |
|  | 10,260 | 3,936 | 12,143 | (7,306) | Net of tax |
| Defined benefit pension plans |  |  |  |  |  |
| Amortization of prior service cost | $(11) | $2 | $(21) | $4 | (a) |
| Amortization of actuarial loss | 97 | (207) | 194 | (456) | (a) |
| Amortization of settlement | — | (5,854) | — | (5,854) | (a) |
|  | 86 | (6,059) | 173 | (6,306) | Total before tax |
|  | (23) | 1,471 | (47) | 1,529 | Income taxes |
|  | 63 | (4,588) | 126 | (4,777) | Net of tax |
| Total reclassifications | $10,323 | $(652) | $12,269 | $(12,083) | Net of tax |

(a)These items are included in the computation of net periodic pension cost. See Note 15 (Employee Benefit Plans) to the Company’s Consolidated Financial Statements included herein for additional information.

The following table presents changes in each component of accumulated other comprehensive income/(loss) as of July 4, 2026 as follows (in thousands):

| Line item | Six Months Ended July 4, 2026 / Foreign / Currency / Translation | Six Months Ended July 4, 2026 / Derivative / Instruments | Six Months Ended July 4, 2026 / Defined / Benefit / Pension Plans | Total |
| --- | --- | --- | --- | --- |
| Accumulated Other Comprehensive income/ (loss) January 3, 2026, attributable to Darling, net of tax | $(352,086) | $15,184 | $(2,287) | $(339,189) |
| Other comprehensive income before reclassifications | 59,694 | 19,585 | — | 79,279 |
| Amounts reclassified from accumulated other comprehensive income/ (loss) | — | (12,143) | (126) | (12,269) |
| Net current-period other comprehensive income/(loss) | 59,694 | 7,442 | (126) | 67,010 |
| Noncontrolling interest | 2,957 | — | — | 2,957 |
| Accumulated Other Comprehensive income/ (loss) July 4, 2026, attributable to Darling, net of tax | $(295,349) | $22,626 | $(2,413) | $(275,136) |

(14) Stockholders’ Equity

Fiscal 2026 Long-Term Incentive Opportunity Awards (2026 LTIP). On December 18, 2025, the Compensation Committee (the “Committee”) of the Company’s Board of Directors adopted the 2026 LTIP pursuant to which on January 5, 2026 the Company awarded certain of the Company’s key employees, 233,112 restricted stock units and 349,672 performance share units (the “PSUs”) under the Company’s 2017 Omnibus Incentive Plan. The restricted stock units vest 33.33% on the first, second and third anniversaries of the grant date. The PSUs are tied to a three-year forward-looking performance period and will be earned based on the Company’s average return on gross investment (“ROGI”), as calculated in accordance with the terms of the award agreement, relative to the average ROGI of the Company’s performance peer group companies, with such calculated PSU value then subject to the application of a total shareholder return (“TSR”) modifier depending on the Company’s TSR during the performance period relative to that of the performance peer group companies. The earned award will be determined in the first quarter of fiscal 2029, after the final results for the relevant performance period are determined. The PSUs were granted at a target of 100%, but the target award may be reduced or increased (up to 225%) depending on the Company’s ROGI relative to that of the performance peer group companies, and then such value following the ROGI calculation is subject to being reduced or increased (up to 250%) depending on the Company’s TSR relative to that of the performance peer group companies.

On May 7, 2026, the shareholders approved the Company’s 2026 Omnibus Incentive Plan (the “2026 Omnibus Plan”). The 2026 Omnibus Plan replaces the Company’s 2017 Omnibus Incentive Plan (“2017 Omnibus Plan”) for future grants. Under the 2026 Omnibus Plan, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other stock-based awards, non-employee director awards, dividend equivalents and cash-based awards. Initially, there were up to 5,645,450 common shares available under the 2026 Omnibus Plan for awards to participants. To the extent these outstanding awards are forfeited or expire without exercise, the shares will be returned to and available for future grants under the 2026 Omnibus Plan. The 2026 Omnibus Plan’s purpose is to attract, retain and motivate employees, directors and third-party service providers of the Company and its subsidiaries and affiliates and to encourage them to have a financial interest in the Company. The 2026 Omnibus Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors. The Committee has the authority to select participants, grant awards, and determine the terms and conditions of such awards as provided in the 2026 Omnibus Plan.

The Company’s Board of Directors approved a share repurchase program in August 2017, which was refreshed and increased on August 5, 2026 up to an aggregate of $1.0 billion of the Company’s Common Stock depending on market conditions. There is no expiration date for the program and repurchase authorization may be modified, suspended, or discontinued at any time. During the first six months of fiscal 2026 (prior to the refresh), $73.4 million of Common Stock was repurchased under the share repurchase program. As of July 4, 2026, the Company had approximately $386.9 million remaining under the share repurchase program (prior to the refresh).

(15) Employee Benefit Plans 

Net pension cost for the three and six months ended July 4, 2026 and June 28, 2025 includes the following components (in thousands):

| Line item | Pension Benefits / Three Months Ended / July 4,2026 | Pension Benefits / Three Months Ended / June 28,2025 | Pension Benefits / Six Months Ended / July 4,2026 | Pension Benefits / Six Months Ended / June 28,2025 |
| --- | --- | --- | --- | --- |
| Service cost | $694 | $755 | $1,393 | $1,498 |
| Interest cost | 1,593 | 1,770 | 3,189 | 3,687 |
| Expected return on plan assets | (1,528) | (1,615) | (3,058) | (3,331) |
| Amortization of prior service cost | 11 | (2) | 21 | (4) |
| Amortization of actuarial loss | (97) | 207 | (194) | 456 |
| Amortization of settlement | — | 5,854 | — | 5,854 |
| Net pension cost | $673 | $6,969 | $1,351 | $8,160 |

Based on annual actuarial estimates, at July 4, 2026 the Company expects to contribute approximately $4.0 million to its pension plans to meet funding requirements during the next twelve months. Additionally, the Company has made tax deductible discretionary and required contributions to its pension plans for the six months ended July 4, 2026 and June 28, 2025 of approximately $1.0 million and $1.3 million, respectively.

The Company participates in various multiemployer pension plans which provide defined benefits to certain employees covered by labor contracts. These plans are not administered by the Company and contributions are determined in accordance with provisions of negotiated labor contracts to meet their pension benefit obligations to their participants. The Company’s contributions to each multiemployer plan represent less than 5% of the total contributions to each plan. Based on the most currently available information, the Company has determined that, if a withdrawal were to occur, withdrawal liabilities on two of the plans in which the Company currently participates could be material to the Company. With respect to the other multiemployer pension plans in which the Company participates and which are not individually significant, five plans have certified as critical or red zone as defined by the Pension Protection Act of 2006.

The Company currently has withdrawal liabilities recorded on three U.S. multiemployer plans in which it participated. As of July 4, 2026, the Company has an aggregate accrued liability of approximately $3.3 million representing the present value of scheduled withdrawal liability payments on the multiemployer plans that have given notice of withdrawal. While the Company has no ability to calculate a possible current liability for under-funded multiemployer plans that could terminate or could require additional funding under the Pension Protection Act of 2006, the amounts could be material.

(16) Derivatives 

The Company’s operations are exposed to market risks relating to commodity prices that affect the Company’s cost of raw materials, finished product prices, energy costs and the risk of changes in interest rates and foreign currency exchange rates.

The Company makes limited use of derivative instruments to manage cash flow risks related to interest rates, natural gas usage, diesel fuel usage, inventory, forecasted sales and foreign currency exchange rates. Interest rate swaps are entered into with the intent of managing overall borrowing costs by reducing the potential impact of increases in interest rates on floating-rate long-term debt. Natural gas swaps and options are entered into with the intent of managing the overall cost of natural gas usage by reducing the potential impact of seasonal weather demands on natural gas that increases natural gas prices. Heating oil swaps and options are entered into with the intent of managing the overall cost of diesel fuel usage by reducing the potential impact of seasonal weather demands on diesel fuel that increases diesel fuel prices. Soybean meal forwards and options are entered into with the intent of managing the impact of changing prices for poultry meal sales. Corn options and future contracts are entered into with the intent of managing U.S. forecasted sales of bakery by-products (“BBP”) by reducing the impact of changing prices. Foreign currency forward and option contracts are entered into to mitigate the foreign exchange rate risk for transactions designated in a currency other than the local functional currency.

At July 4, 2026, the Company had foreign exchange forward and option contracts and interest rate swaps outstanding that qualified and were designated for hedge accounting as well as corn option contracts, soybean meal option contracts, soybean oil option contracts, other commodity forward contracts, and foreign currency forward contracts that did not qualify and were not designated for hedge accounting.

In fiscal 2026 and fiscal 2025, the Company’s DGD Joint Venture entered into heating oil derivatives that were deemed to be cash flow hedges. As a result, the Company has accrued the other comprehensive income/(loss) portion belonging to Darling with an offset to the investment in DGD as required by Financial Accounting Standards Board (“FASB”) ASC Topic 323.

Cash Flow Hedges

In fiscal 2023, the Company designated interest rate swaps as cash flow hedges of the interest rate risk on a portion of its outstanding variable rate debt. Due to a change in the terms of the underlying debt instruments, the hedging relationships were dedesignated in June 2025. The cumulative gain of approximately $4.1 million, previously recognized in accumulated other comprehensive loss related to the cash flow hedges was reclassified to interest expense upon dedesignation. In July 2025, the Company designated interest rate swaps as cash flow hedges. The notional amount of the swaps at July 4, 2026 was $300.0 million. Under the contracts, the Company is obligated to pay a weighted average rate of 3.420% while receiving the 1-month SOFR rate. Under terms of the interest rate swaps, the Company hedges a portion of its variable rate debt into the second quarter of 2027. At July 4, 2026, the aggregate fair value of these interest rate swaps was approximately $3.0 million and was recorded in other current assets on the balance sheet, with an offset recorded in accumulated other comprehensive loss. At January 3, 2026, the aggregate fair value of these interest rate swaps was approximately $2.2 million and was recorded in other current assets, accrued expenses and noncurrent liabilities on the balance sheet, with an offset recorded in accumulated other comprehensive loss.

In fiscal 2025 and fiscal 2026, the Company entered into foreign exchange options and forward contracts that are designated as cash flow hedges. Under the terms of the foreign exchange contracts, the Company hedged a portion of its forecasted sales in currencies other than the functional currency through the fourth quarter of fiscal 2027. At July 4, 2026 and January 3, 2026, the aggregate fair value of these foreign exchange contracts was approximately $10.7 million and $15.3 million, respectively. These amounts are included in other current assets, accrued expenses and noncurrent liabilities on the balance sheet, with an offset recorded in accumulated other comprehensive loss.

The Company may enter into corn forward and option contracts, soybean meal forward and option contracts and heating oil swap and option contracts from time to time. There were no open designated corn, soybean meal or heating oil contracts entered into by the Company at July 4, 2026.

As of July 4, 2026, the Company had the following designated and non-designated outstanding forward and option contract amounts that were entered into to hedge foreign currency transactions in currencies other than the functional currency and forecasted transactions in currencies other than the functional currency (in thousands):

| Functional Currency / Type | Functional Currency / Amount | Contract Currency / Type | Contract Currency / Amount |
| --- | --- | --- | --- |
| Brazilian real | 614,959 | Euro | 95,937 |
| Brazilian real | 1,733,663 | U.S. dollar | 311,588 |
| Euro | 51,787 | U.S. dollar | 59,452 |
| Euro | 119,452 | Polish zloty | 512,300 |
| Euro | 10,891 | Japanese yen | 2,006,668 |
| Euro | 43,010 | Chinese renminbi | 335,170 |
| Euro | 43,744 | Australian dollar | 71,950 |
| Euro | 3,189 | British pound | 2,755 |
| Polish zloty | 51,692 | Euro | 12,038 |
| Japanese yen | 133,467 | U.S. dollar | 826 |
| U.S. dollar | 424 | Japanese yen | 68,538 |
| Australian dollar | 382 | U.S. dollar | 263 |

The Company estimates the amount that will be reclassified from accumulated other comprehensive income/(loss) at July 4, 2026 into earnings over the next 12 months for all cash flow hedges will be approximately $32.1 million. As of July 4, 2026, no amounts have been reclassified into earnings as a result of the discontinuance of cash flow hedges.

The table below summarizes the effect of derivatives not designated as hedges on the Company’s consolidated statements of operations for the three and six months ended July 4, 2026 and June 28, 2025 (in thousands):

| Derivatives not designated as hedging instruments | Location | Loss or (Gain) Recognized in Income on Derivatives Not Designated as Hedges / Three Months Ended / July 4,2026 | Loss or (Gain) Recognized in Income on Derivatives Not Designated as Hedges / Three Months Ended / June 28,2025 | Loss or (Gain) Recognized in Income on Derivatives Not Designated as Hedges / Six Months Ended / July 4,2026 | Loss or (Gain) Recognized in Income on Derivatives Not Designated as Hedges / Six Months Ended / June 28,2025 |
| --- | --- | --- | --- | --- | --- |
| Foreign exchange | Foreign currency loss/(gain) | $371 | $(549) | $2,384 | $(836) |
| Foreign exchange | Net sales | 48 | (517) | 183 | (584) |
| Foreign exchange | Cost of sales and operating expenses | (53) | 132 | (140) | 192 |
| Foreign exchange | Selling, general and administrative expenses | (3,821) | (6,978) | (13,433) | (14,167) |
| Interest rate swap | Interest expense | — | (961) | — | (961) |
| Corn options and futures | Cost of sales and operating expenses | (888) | (380) | (336) | (1,981) |
| Soybean meal | Net sales | 775 | 221 | 848 | 221 |
| Soybean oil | Net sales | 764 | (158) | (2,729) | (158) |
| Other commodities | Selling, general and administrative expenses | (1,646) | (424) | (3,364) | (701) |
| Total |  | $(4,450) | $(9,614) | $(16,587) | $(18,975) |

At July 4, 2026, the Company had forward purchase agreements in place for purchases of approximately $216.9 million of natural gas and diesel fuel. The Company intends to take physical delivery of the commodities under the forward purchase agreements and accordingly, these contracts are not subject to the requirements of fair value accounting because they qualify as normal purchases.

(17) Fair Value Measurements 

FASB authoritative guidance defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The following table presents the Company’s financial instruments that are measured at fair value on a recurring and nonrecurring basis as of July 4, 2026 and are categorized using the fair value hierarchy under FASB authoritative guidance. The fair value hierarchy has three levels based on the reliability of the inputs used to determine the fair value.

_Fair Value Measurements at July 4, 2026 Using_

| (In thousands of dollars) | Quoted Prices in Active Markets for Identical Assets / (Level 1) | Significant Other Observable Inputs / (Level 2) | Significant Unobservable Inputs / (Level 3) |
| --- | --- | --- | --- |
| Assets |  |  |  |
| Derivative assets | — | $25,806 | — |
| Total Assets | — | $25,806 | — |
| Liabilities |  |  |  |
| Derivative liabilities | — | $2,941 | — |
| Total Liabilities | — | $2,941 | — |

_Fair Value Measurements at January 3, 2026 Using_

| (In thousands of dollars) | Quoted Prices in Active Markets for Identical Assets / (Level 1) | Significant Other Observable Inputs / (Level 2) | Significant Unobservable Inputs / (Level 3) |
| --- | --- | --- | --- |
| Assets |  |  |  |
| Derivative assets | — | $23,590 | — |
| Total Assets | — | $23,590 | — |
| Liabilities |  |  |  |
| Derivative liabilities | — | $2,631 | — |
| Total Liabilities | — | $2,631 | — |

Derivative assets and liabilities consist primarily of the Company’s corn option and futures contracts, foreign currency forward and option contracts, interest rate swap contracts which represent the difference between observable market rates of commonly quoted intervals for similar assets and liabilities in active markets and the fixed swap rate considering the instruments term, notional amount and credit risk. See Note 16 (Derivatives) to the Company’s Consolidated Financial Statements included herein for discussion on the Company’s derivatives.

Fair value of financial instruments that are not carried at fair value are as follows:

_Fair Value Measurements at July 4, 2026 Using_

| (In thousands of dollars) | Quoted Prices in Active Markets for Identical Assets / (Level 1) | Significant Other Observable Inputs / (Level 2) | Significant Unobservable Inputs / (Level 3) |
| --- | --- | --- | --- |
| Liabilities |  |  |  |
| $6% Senior notes | — | $1,005,500 | — |
| 5.25% Senior notes | — | 498,650 | — |
| 4.5% Senior notes | — | 858,558 | — |
| Term Loan A | — | 886,545 | — |
| Revolver debt | — | 606,605 | — |
| Total Liabilities | — | $3,855,858 | — |

_Fair Value Measurements at January 3, 2026 Using_

| (In thousands of dollars) | Quoted Prices in Active Markets for Identical Assets / (Level 1) | Significant Other Observable Inputs / (Level 2) | Significant Unobservable Inputs / (Level 3) |
| --- | --- | --- | --- |
| Liabilities |  |  |  |
| $6% Senior notes | — | $1,015,100 | — |
| 5.25% Senior notes | — | 499,000 | — |
| 4.5% Senior notes | — | 890,063 | — |
| Term Loan A | — | 891,023 | — |
| Revolver debt | — | 592,133 | — |
| Total Liabilities | — | $3,887,319 | — |

The fair value of the senior notes, term loan A and revolver debt is based on market quotation from third-party banks. The carrying amount of the Company’s other debt is not deemed to be significantly different from the fair value and all other instruments have been recorded at fair value.

The carrying amount of cash, cash equivalents and restricted cash, accounts receivable, accounts payable and accrued expenses approximates fair value due to the short maturity of these instruments and as such has been excluded from the table above.

(18) Contingencies 

The Company is a party to various lawsuits, claims and loss contingencies arising in the ordinary course of its business, including insured worker's compensation, auto, and general liability claims, assertions by certain regulatory and governmental agencies related to various matters including labor and employment, employee benefits, occupational safety and health, wage and hour, compliance, sustainability, permitting requirements, environmental matters, including air, wastewater and storm water discharges from the Company’s processing facilities and other federal, state and local issues, litigation involving tort, contract, statutory, labor, employment, and other claims, and tax matters.

The Company’s workers compensation, auto and general liability policies contain significant deductibles or self-insured retentions. The Company estimates and accrues its expected ultimate claim costs related to accidents occurring during each fiscal year under these insurance policies and carries this accrual as a reserve until these claims are paid by the Company.

As a result of the matters discussed above, the Company has established loss reserves for insurance, regulatory, governmental, environmental and litigation. At July 4, 2026 and January 3, 2026, the reserves for insurance, regulatory, governmental, environmental and litigation reflected on the balance sheet in accrued expenses and other noncurrent liabilities was approximately $92.9 million and $86.0 million, respectively. The Company has insurance recovery receivables reflected on the balance sheet in other assets of approximately $27.1 million as of July 4, 2026 and January 3, 2026, related to the insurance contingencies. The Company’s management believes these reserves for contingencies are reasonable and sufficient based upon present governmental regulations and information currently available to management; however, there can be no assurance that final costs related to these contingencies will not exceed current estimates. The Company believes that the likelihood is remote that any additional liability from the pending lawsuits and claims that may not be covered by insurance would have a material effect on the Company’s financial position, results of operations or cash flows.

Lower Passaic River Area. In December 2009, the Company, along with numerous other entities, received notice from the United States Environmental Protection Agency (“EPA”) that the Company (as alleged successor-in-interest to The Standard Tallow Corporation) is considered a potentially responsible party (a “PRP”) with respect to alleged contamination in the lower 17-mile area of the Passaic River (the “Lower Passaic River”) which is part of the Diamond Alkali Superfund Site located in Newark, New Jersey. The Company’s designation as a PRP is based upon the operation of former plant sites located in Newark and Kearny, New Jersey by The Standard Tallow Corporation, an entity that the Company acquired in 1996. In March 2016, the Company received another letter from the EPA notifying the Company that it had issued a Record of Decision (the “ROD”) selecting a remedy for the lower 8.3 miles of the Lower Passaic River area at an estimated cost of $1.38 billion. The EPA letter made no demand on the Company and laid out a framework for remedial design/remedial action implementation under which the EPA would first seek funding from major PRPs. The letter indicated that the EPA had sent the letter to over 100 parties, which include large chemical and refining companies, manufacturing companies, foundries, plastic companies, pharmaceutical companies and food and consumer product companies. The Company asserts that it is not responsible for any liabilities of its former subsidiary The Standard Tallow Corporation, which was legally dissolved in 2000, and that, in any event, The Standard Tallow Corporation did not discharge any of the eight contaminants of concern identified in the ROD (the “COCs”). Subsequently, the EPA conducted a settlement analysis using a third-party allocator and offered early cash out settlements to those PRPs for whom the third-party allocator determined did not discharge any of the COCs. The Company participated in this allocation process, and in November 2019, received a cash out settlement offer from the EPA in the amount of $0.6 million ($0.3 million for each of the former plant sites in question) for liabilities relating to the lower 8.3 miles of the Lower Passaic River area. The Company accepted this settlement offer, and the settlement became effective on April 16, 2021 following the completion of the EPA's administrative approval process. In September 2021, the EPA released a ROD selecting an interim remedy for the upper nine miles of the Lower Passaic River at an expected additional cost of $441 million. In October 2022, the Company, along with other settling defendants, entered into a Consent Decree with the EPA pursuant to which the Company paid $0.3 million to settle liabilities for both of the former plant sites in question related to the upper nine miles of the Lower Passaic River. The Company paid this amount into escrow, as the settlement is subject to the EPA’s administrative approval process, which includes publication, a public comment period and court approval. In December 2024, the court granted the issuance of the Consent Decree; however, this decision has been appealed. On September 30, 2016, Occidental Chemical Corporation (“OCC”) entered into an agreement with the EPA to perform the remedial design for the cleanup plan for the lower 8.3 miles of the Lower Passaic River. On June 30, 2018, OCC filed a complaint in the United States District Court for the District of New Jersey against over 100 companies, including the Company, seeking cost recovery or contribution for costs under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) relating to various investigations and cleanups OCC has conducted or is conducting in connection with the Lower Passaic River. According to the complaint, OCC has incurred or is incurring costs which include the estimated cost to complete the remedial design for the cleanup plan for the lower 8.3 miles of the Lower Passaic River. OCC is also seeking a declaratory judgment to hold the defendants liable for their proper shares of future response costs, including the remedial action for the lower 8.3 miles of the Lower Passaic River. The Company, along with 40 of the other defendants, had previously received a release from OCC of its CERCLA contribution claim of $165 million associated with the costs to design the remedy for the lower 8.3 miles of the Lower Passaic River. Furthermore, the Company’s settlements with the EPA described above could preclude certain of the claims alleged by OCC against the Company. The Company’s ultimate liability, if any, for investigatory costs, remedial costs and/or natural resource damages in connection with the Lower Passaic River area cannot be determined at this time; however, as of the date of this report, the Company has found no definitive evidence that the former Standard Tallow Corporation plant sites contributed any of the COCs to the Passaic River and, therefore, there is nothing that leads the Company to believe that this matter will have a material effect on the Company’s financial position, results of operations or cash flows.

(19) Business Segments 

The Company sells its products through a global network of over 260 locations across five continents within three industry segments: Feed Ingredients, Food Ingredients and Fuel Ingredients. The Company's segments are determined as those operations whose results are reviewed regularly by the chief operating decision maker (“CODM”), who is the Company's Chief Executive Officer, in deciding how to allocate resources and assess performance. Each segment is organized and managed based upon the nature of the Company's markets and customers and consists of similar products and services.

The following is a description of each segment's business operations.

Feed Ingredients

Feed Ingredients consists principally of (i) the Company’s U.S. ingredients business, including the Company’s fats and proteins, used cooking oil, trap grease, the Company's Canada ingredients business, and the ingredients and specialty products businesses conducted by Darling Ingredients International under the Sonac and FASA names (proteins, fats, and blood products) and (ii) the Company’s bakery residuals business. Feed Ingredients operations process animal by-products and used cooking oil into fats, proteins and hides.

Food Ingredients

Food Ingredients consists principally of (i) the collagen business conducted by Darling Ingredients International under the Rousselot and Gelnex names, (ii) the natural casings business conducted by Darling Ingredients International under the CTH name and (iii) certain specialty products businesses conducted by Darling Ingredients International under the Sonac name.

Fuel Ingredients

The Company’s Fuel Ingredients segment consists of (i) the Company’s investment in the DGD Joint Venture and (ii) the bioenergy business conducted by Darling Ingredients International under the Ecoson and Rendac names.

The performance of the operating segments is evaluated based on segment income/(loss) which includes all revenues, operating expenses, and selling, general and administrative expenses incurred at all operating locations and excludes general corporate expenses. The CODM uses segment income/(loss) as the measure to make resource (including financial or capital resources) allocation decisions for each segment, predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a quarterly basis when evaluating performance for each segment and making decisions about capital allocation. Accounting policies have been applied consistently by all segments within the Company for all reporting periods. Intercompany revenue and expense amounts have been eliminated within each segment to report on the basis that management uses internally for evaluating segment performance. Our CODM is not provided with total assets by segment since we do not measure, evaluate the performance, or allocate capital resources on a segment basis. As a result, we have not disclosed any asset information by segment.

Business Segments (in thousands):

| Three Months Ended July 4, 2026 | Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate (a) | Total |
| --- | --- | --- | --- | --- | --- |
| Total net sales | $1,149,490 | $408,514 | $166,074 | — | $1,724,078 |
| Cost of sales and operating expenses | 829,513 | 260,196 | 130,996 | — | 1,220,705 |
| Gross margin | 319,977 | 148,318 | 35,078 | — | 503,373 |
| Loss/(gain) on sale of assets | (243) | 412 | (285) | — | (116) |
| Selling, general and administrative expenses | 79,723 | 39,426 | 9,394 | 22,407 | 150,950 |
| Restructuring and asset impairment charges | — | 3,933 | — | — | 3,933 |
| Acquisition and integration costs | — | — | — | 13,218 | 13,218 |
| Depreciation and amortization | 89,812 | 29,635 | 9,229 | 1,504 | 130,180 |
| Equity in net income of Diamond Green Diesel | — | — | 350,030 | — | 350,030 |
| Segment operating income/(loss) | 150,685 | 74,912 | 366,770 | (37,129) | 555,238 |
| Equity in net income of other unconsolidated subsidiaries | 1,905 | — | — | — | 1,905 |
| Segment income/(loss) | 152,590 | 74,912 | 366,770 | (37,129) | 557,143 |
| Total other expense (b) |  |  |  |  | (57,236) |
| Income before income taxes |  |  |  |  | $499,907 |

(a) Included in corporate activities are general corporate expenses.

(b) Total other expense includes interest expense, foreign currency gain/(loss) and other expense. Interest expense and foreign currency gain/(loss) are separately disclosed on our Consolidated Statements of Operations.

| Three Months Ended June 28, 2025 | Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total |
| --- | --- | --- | --- | --- | --- |
| Total net sales | $936,532 | $386,142 | $158,844 | — | $1,481,518 |
| Cost of sales and operating expenses | 722,081 | 282,233 | 131,287 | — | 1,135,601 |
| Gross margin | 214,451 | 103,909 | 27,557 | — | 345,917 |
| Loss/(gain) on sale of assets | 1,085 | (24) | (109) | — | 952 |
| Selling, general and administrative expenses | 77,464 | 33,987 | 9,027 | 17,591 | 138,069 |
| Acquisition and integration costs | — | — | — | 3,383 | 3,383 |
| Change in fair value of contingent consideration | 12,583 | — | — | — | 12,583 |
| Depreciation and amortization | 83,419 | 27,391 | 8,763 | 1,489 | 121,062 |
| Equity in net income of Diamond Green Diesel | — | — | 6,000 | — | 6,000 |
| Segment operating income/(loss) | 39,900 | 42,555 | 15,876 | (22,463) | 75,868 |
| Equity in net income of other unconsolidated subsidiaries | 2,526 | — | — | — | 2,526 |
| Segment income/(loss) | 42,426 | 42,555 | 15,876 | (22,463) | 78,394 |
| Total other expense (c) |  |  |  |  | (60,064) |
| Income before income taxes |  |  |  |  | $18,330 |

(c) Total other expense includes interest expense, foreign currency gain/(loss) and other expense. Interest expense and foreign currency gain/(loss) are separately disclosed on our Consolidated Statements of Operations.

| Six Months Ended July 4, 2026 | Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total |
| --- | --- | --- | --- | --- | --- |
| Total net sales | $2,134,828 | $813,747 | $326,324 | — | $3,274,899 |
| Cost of sales and operating expenses | 1,565,867 | 548,172 | 252,566 | — | 2,366,605 |
| Gross margin | 568,961 | 265,575 | 73,758 | — | 908,294 |
| Loss/(gain) on sale of assets | 92 | 476 | (481) | — | 87 |
| Selling, general and administrative expenses | 159,641 | 75,841 | 19,526 | 45,009 | 300,017 |
| Restructuring and asset impairment charges | — | 4,297 | — | — | 4,297 |
| Acquisition and integration costs | — | — | — | 18,188 | 18,188 |
| Depreciation and amortization | 180,733 | 59,216 | 18,161 | 2,979 | 261,089 |
| Equity in net income of Diamond Green Diesel | — | — | 457,393 | — | 457,393 |
| Segment operating income/(loss) | 228,495 | 125,745 | 493,945 | (66,176) | 782,009 |
| Equity in net income of other unconsolidated subsidiaries | 4,800 | — | — | — | 4,800 |
| Segment income/(loss) | 233,295 | 125,745 | 493,945 | (66,176) | 786,809 |
| Total other expense (d) |  |  |  |  | (111,220) |
| Income before income taxes |  |  |  |  | $675,589 |

(d) Total other expense includes interest expense, foreign currency gain/(loss) and other expense. Interest expense and foreign currency gain/(loss) are separately disclosed on our Consolidated Statements of Operations.

| Six Months Ended June 28, 2025 | Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total |
| --- | --- | --- | --- | --- | --- |
| Total net sales | $1,832,815 | $735,382 | $293,915 | — | $2,862,112 |
| Cost of sales and operating expenses | 1,436,096 | 529,014 | 239,734 | — | 2,204,844 |
| Gross margin | 396,719 | 206,368 | 54,181 | — | 657,268 |
| Loss/(gain) on sale of assets | 1,200 | 31 | (217) | — | 1,014 |
| Selling, general and administrative expenses | 149,035 | 65,459 | 17,568 | 27,563 | 259,625 |
| Acquisition and integration costs | — | — | — | 4,917 | 4,917 |
| Change in fair value of contingent consideration | 18,024 | — | — | — | 18,024 |
| Depreciation and amortization | 167,549 | 56,953 | 17,352 | 3,043 | 244,897 |
| Equity in net loss of Diamond Green Diesel | — | — | (24,523) | — | (24,523) |
| Segment operating income/(loss) | 60,911 | 83,925 | (5,045) | (35,523) | 104,268 |
| Equity in net income of other unconsolidated subsidiaries | 5,154 | — | — | — | 5,154 |
| Segment income/(loss) | 66,065 | 83,925 | (5,045) | (35,523) | 109,422 |
| Total other expense (e) |  |  |  |  | (116,060) |
| Loss before income taxes |  |  |  |  | $(6,638) |

(e) Total other expense includes interest expense, foreign currency gain/(loss) and other expense. Interest expense and foreign currency gain/(loss) are separately disclosed on our Consolidated Statements of Operations.

(20) Revenue 

The Company extends payment terms to its customers based on commercially acceptable practices. The term between invoicing and payment due date is not significant. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring finished products or performing services, which is generally based on an executed agreement or purchase order.

Most of the Company’s products are shipped based on the customer specifications. Customer returns are infrequent and not material to the Company. Adjustments to net sales for sales deductions are generally recognized in the same period as the sale or when known. Customers in certain industries or countries may be required to prepay prior to shipment in order to maintain payment protection. These represent short-term prepayment from customers and are not material to the Company. The Company elected to treat shipping and handling as fulfillment costs. Sales, value-add, and other taxes collected concurrently with revenue-producing activities are excluded from revenue and booked on a net basis.

The following tables present the Company’s revenues disaggregated by geographic area and major product types by reportable segment for the three and six months ended July 4, 2026 and June 28, 2025 (in thousands):

_Three Months Ended July 4, 2026_

| Line item | Feed Ingredients | Food Ingredients | Fuel Ingredients | Total |
| --- | --- | --- | --- | --- |
| Geographic Area |  |  |  |  |
| North America | $920,357 | $83,314 | — | $1,003,671 |
| Europe | 106,450 | 197,634 | 166,074 | 470,158 |
| China | 9,948 | 64,816 | — | 74,764 |
| South America | 107,891 | 44,779 | — | 152,670 |
| Other | 4,844 | 17,971 | — | 22,815 |
| Total net sales | $1,149,490 | $408,514 | $166,074 | $1,724,078 |
| Major product types |  |  |  |  |
| Fats | $493,516 | $44,461 | — | $537,977 |
| Used cooking oil | 164,013 | — | — | 164,013 |
| Proteins | 370,870 | — | — | 370,870 |
| Bakery | 46,985 | — | — | 46,985 |
| Other rendering | 63,000 | — | — | 63,000 |
| Food ingredients | — | 335,888 | — | 335,888 |
| Bioenergy | — | — | 166,074 | 166,074 |
| Other | 11,106 | 28,165 | — | 39,271 |
| Total net sales | $1,149,490 | $408,514 | $166,074 | $1,724,078 |

_Six Months Ended July 4, 2026_

| Line item | Feed Ingredients | Food Ingredients | Fuel Ingredients | Total |
| --- | --- | --- | --- | --- |
| Geographic Area |  |  |  |  |
| North America | $1,664,830 | $167,055 | — | $1,831,885 |
| Europe | 230,776 | 400,778 | 326,324 | 957,878 |
| China | 20,059 | 129,593 | — | 149,652 |
| South America | 209,844 | 81,284 | — | 291,128 |
| Other | 9,319 | 35,037 | — | 44,356 |
| Total net sales | $2,134,828 | $813,747 | $326,324 | $3,274,899 |
| Major product types |  |  |  |  |
| Fats | $878,125 | $92,035 | — | $970,160 |
| Used cooking oil | 273,499 | — | — | 273,499 |
| Proteins | 736,903 | — | — | 736,903 |
| Bakery | 88,401 | — | — | 88,401 |
| Other rendering | 135,200 | — | — | 135,200 |
| Food ingredients | — | 666,932 | — | 666,932 |
| Bioenergy | — | — | 326,324 | 326,324 |
| Other | 22,700 | 54,780 | — | 77,480 |
| Total net sales | $2,134,828 | $813,747 | $326,324 | $3,274,899 |

_Three Months Ended June 28, 2025_

| Line item | Feed Ingredients | Food Ingredients | Fuel Ingredients | Total |
| --- | --- | --- | --- | --- |
| Geographic Area |  |  |  |  |
| North America | $708,823 | $111,049 | — | $819,872 |
| Europe | 103,686 | 184,750 | 158,844 | 447,280 |
| China | 7,319 | 53,825 | — | 61,144 |
| South America | 113,049 | 26,100 | — | 139,149 |
| Other | 3,655 | 10,418 | — | 14,073 |
| Total net sales | $936,532 | $386,142 | $158,844 | $1,481,518 |
| Major product types |  |  |  |  |
| Fats | $389,991 | $44,681 | — | $434,672 |
| Used cooking oil | 85,260 | — | — | 85,260 |
| Proteins | 326,983 | — | — | 326,983 |
| Bakery | 51,552 | — | — | 51,552 |
| Other rendering | 70,801 | — | — | 70,801 |
| Food ingredients | — | 311,348 | — | 311,348 |
| Bioenergy | — | — | 158,844 | 158,844 |
| Other | 11,945 | 30,113 | — | 42,058 |
| Total net sales | $936,532 | $386,142 | $158,844 | $1,481,518 |

_Six Months Ended June 28, 2025_

| Line item | Feed Ingredients | Food Ingredients | Fuel Ingredients | Total |
| --- | --- | --- | --- | --- |
| Geographic Area |  |  |  |  |
| North America | $1,397,526 | $209,010 | — | $1,606,536 |
| Europe | 208,738 | 352,797 | 293,915 | 855,450 |
| China | 10,984 | 104,195 | — | 115,179 |
| South America | 208,373 | 47,737 | — | 256,110 |
| Other | 7,194 | 21,643 | — | 28,837 |
| Total net sales | $1,832,815 | $735,382 | $293,915 | $2,862,112 |
| Major product types |  |  |  |  |
| Fats | $731,515 | $89,050 | — | $820,565 |
| Used cooking oil | 164,200 | — | — | 164,200 |
| Proteins | 678,200 | — | — | 678,200 |
| Bakery | 102,200 | — | — | 102,200 |
| Other rendering | 133,000 | — | — | 133,000 |
| Food ingredients | — | 589,930 | — | 589,930 |
| Bioenergy | — | — | 293,915 | 293,915 |
| Other | 23,700 | 56,402 | — | 80,102 |
| Total net sales | $1,832,815 | $735,382 | $293,915 | $2,862,112 |

Long-Term Performance Obligations. The Company from time to time enters into long-term contracts to supply certain volumes of finished products to certain customers. Revenue recognized to date in 2026 under these long-term supply contracts was approximately $58.7 million with remaining performance obligations to be recognized in future periods (generally 3 years) of approximately $385.2 million.

(21) Related Party Transactions 

Raw Material Agreement

The Company entered into a Raw Material Agreement with the DGD Joint Venture in May 2011 pursuant to which the Company will offer to supply certain animal fats and used cooking oil at market prices, but the DGD Joint Venture is not obligated to purchase the raw material offered by the Company. Additionally, the Company may offer other feedstocks to the DGD Joint Venture, such as inedible corn oil, purchased on a resale basis. For the three months ended July 4, 2026 and June 28, 2025, the Company recorded net sales to the DGD Joint Venture of approximately

$413.5 million and $291.5 million, respectively. For the three months ended July 4, 2026 and June 28, 2025, our net sales to the DGD Joint Venture were approximately 24% and 20%, respectively, of total net sales. For the six months ended July 4, 2026 and June 28, 2025, the Company recorded net sales to the DGD Joint Venture of approximately $662.1 million and $509.5 million, respectively. For the six months ended July 4, 2026 and June 28, 2025, our net sales to the DGD Joint Venture were approximately 20% and 18%, respectively, of total net sales. At July 4, 2026 and January 3, 2026, the Company had $30.1 million and $33.7 million in outstanding receivables due from the DGD Joint Venture, respectively. In addition, the Company has eliminated approximately $104.7 million and $99.1 million of additional sales for the three months ended July 4, 2026 and June 28, 2025, respectively, to defer the Company’s portion of profit of approximately $29.8 million and $22.2 million on those sales relating to inventory assets remaining on the DGD Joint Venture's balance sheet at July 4, 2026 and June 28, 2025, respectively.

Revolving Loan Agreement

On June 15, 2023, Darling, through its wholly owned subsidiary Darling Green Energy LLC, (“Darling Green”), and Diamond Alternative Energy, LLC, a wholly owned subsidiary of Valero (“Diamond Alternative” and together with Darling Green, the “DGD Lenders”), entered into a revolving loan agreement (the “2023 DGD Loan Agreement”) with the DGD Joint Venture, pursuant to which the DGD Lenders committed to making loans available to the DGD Joint Venture in the total amount of $200.0 million with each lender committed to $100.0 million of the total commitment. Any borrowings by the DGD Joint Venture under the 2023 DGD Loan Agreement are at the applicable annum rate equal to the sum of (a) term SOFR on such day plus (b) 2.50%. The 2023 DGD Loan Agreement has been amended to extend the expiration date to June 15, 2029. In March 2026, the DGD Joint Venture borrowed $100.0 million, or $50.0 million of the Company’s portion of the commitment, which was repaid in March 2026. The DGD Joint Venture paid interest to the Company for each of the three months ended July 4, 2026 and June 28, 2025 of zero and paid interest to the Company for the six months ended July 4, 2026 and June 28, 2025 of $0.2 million and zero, respectively. As of July 4, 2026 and January 3, 2026, zero was owed to Darling Green under the 2023 DGD Loan Agreement. Subsequent to July 4, 2026, the DGD Joint Venture borrowed $200.0 million or $100.0 million of the Company’s portion of the 2023 DGD Loan Agreement commitment.

Guarantee Agreements

In February 2020, in connection with the DGD Joint Venture’s expansion project at its Norco, LA facility, the DGD Joint Venture entered into two agreements (the “IMTT Terminaling Agreements”) with International-Matex Tank Terminals (“IMTT”), pursuant to which the DGD Joint Venture will move raw material and finished product to and from the IMTT terminal facility by pipeline, thereby providing better logistical capabilities. As a condition to entering into the IMTT Terminaling Agreements, IMTT required that the Company and Valero guarantee their proportionate share, up to a maximum of approximately $50 million each, of the DGD Joint Venture’s obligations under the IMTT Terminaling Agreements (the “IMTT Guarantee”), subject to the conditions provided for in the IMTT Terminaling Agreements. The Company has not recorded any liability as a result of the IMTT Guarantee, as the Company believes the likelihood of having to make any payments under the IMTT Guarantee is remote.

In April 2021, in connection with the DGD Joint Venture’s expansion project at its Port Arthur, TX facility, the DGD Joint Venture entered into two agreements (the “GTL Terminaling Agreements”) with GT Logistics, LLC (“GTL”), pursuant to which the DGD Joint Venture will move raw material and finished product to and from the GTL terminal facility by pipeline, thereby providing better logistical capabilities. As a condition to entering into the GTL Terminaling Agreements, GTL required that the Company and Valero guarantee their proportionate share, up to a maximum of approximately $160 million each, of the DGD Joint Venture’s obligations under the GTL Terminaling Agreements (the “GTL Guarantee”), subject to the conditions provided for in the GTL Terminaling Agreements. The maximum amount of the GTL Guarantee is reduced over the 20-year initial term of the GTL Terminaling Agreements as the termination fee under such agreements declines. The Company has not recorded any liability as a result of the GTL Guarantee, as the Company believes the likelihood of having to make any payments under the GTL Guarantee is remote.

(22) Cash Flow Information

The following table sets forth supplemental cash flow information and non-cash transactions (in thousands):

| Line item | Six Months Ended / July 4, 2026 | Six Months Ended / June 28, 2025 |
| --- | --- | --- |
| Supplemental disclosure of cash flow information: |  |  |
| Change in accrued capital expenditures | $(29,609) | $794 |
| Cash paid during the period for: |  |  |
| Interest, net of capitalized interest | $100,713 | $116,230 |
| Income taxes, net of refunds | $49,074 | $32,022 |
| Non-cash operating activities |  |  |
| Operating lease right of use asset obtained in exchange for new lease liabilities | $30,558 | $49,370 |
| Non-cash financing activities |  |  |
| Debt issued for assets | $615 | $91 |

(23) New Accounting Pronouncements

In November 2024, the FASB issued Accounting Standard Update (“ASU”) No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations or in the footnotes. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Adoption is either with a prospective method or a fully retrospective method of transition. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosure, but does not expect this update to have a material impact on the Company’s consolidated financial statements other than additional information that will be provided in the footnote disclosure.

In November 2025, the FASB issued ASU No. 2025-09, Derivative and Hedging (Topic 815) – Hedge Accounting Improvements. This ASU clarifies certain aspects of the guidance on hedge accounting to more closely align hedge accounting with the economics of an entity’s risk management activities by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating this ASU but does not expect this update to have a material impact on the Company’s consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270) – Narrow-Scope Improvements. This ASU provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for annual and interim periods beginning after December 15, 2027. The Company is currently evaluating this ASU but does not expect this update to have a material impact on the Company’s consolidated financial statements and disclosures.

## Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below under the heading “Forward Looking Statements” and elsewhere in this report, and under the heading “Risk Factors” in Part I, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026, filed with the SEC on March 3, 2026 and in the Company’s other public filings with the SEC.

The following discussion should be read in conjunction with the unaudited consolidated financial statements and related notes thereto contained in this report.

Overview

Darling Ingredients Inc. (“Darling”, and together with its subsidiaries, the “Company” or “we,” “us” or “our”) is a global developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients, creating a wide range of ingredients and customized specialty solutions for customers in the pharmaceutical, food, pet food, feed, industrial, fuel, bioenergy and fertilizer industries. With operations on five continents, the Company collects and transforms all aspects of animal by-product streams into useable and specialty ingredients, such as collagen, edible fats, feed-grade fats, animal proteins and meals, plasma, pet food ingredients, organic fertilizers, yellow grease, fuel feedstocks, agriculture-based biofuels, natural casings and hides. The Company also recovers and converts recycled oils (used cooking oil and animal fats) into valuable fuel and feed ingredients and collects and processes residual bakery products into feed ingredients. In addition, the Company provides environmental services, such as grease trap collection and disposal services to food service establishments. The Company sells its products through a global network and operates within three industry segments: Feed Ingredients, Food Ingredients and Fuel Ingredients.

The Feed Ingredients operating segment includes the Company’s global activities related to (i) the collection and processing of beef, poultry and pork animal by-products in North America, Europe and South America into non-food grade oils and protein meals, (ii) the collection and processing of bakery residuals in North America into Cookie Meal®, which is predominantly used in poultry and swine rations, (iii) the collection and processing of used cooking oil in North America and South America into non-food grade fats, (iv) the collection and processing of porcine and bovine blood in China, Europe, North America and Australia into blood plasma powder and hemoglobin, (v) the processing of selected portions of slaughtered animals into a variety of meat products for use in pet food in Europe, North America and South America, (vi) the processing of cattle hides and hog skins in North America, (vii) the production of organic fertilizers using protein produced from the Company’s animal by-products processing activities in North America and Europe, (viii) the rearing and processing of black soldier fly larvae into specialty proteins and fats for use in animal feed and pet food in North America, and (ix) the provision of grease trap services to food service establishments in North America. Non-food grade oils and fats produced and marketed by the Company are principally sold to third parties to be used as ingredients in animal feed and pet food, as an ingredient for the production of agriculture-based biofuels (such as renewable diesel and SAF), or to the oleo-chemical industry to be used as an ingredient in a wide variety of industrial applications. Protein meals, blood plasma powder and hemoglobin produced and marketed by the Company are sold to third parties to be used as ingredients in animal feed, pet food and aquaculture.

The Food Ingredients operating segment includes the Company’s global activities related to (i) the purchase and processing of beef and pork bone chips, beef hides, pig skins, and fish skins into collagen in Europe, China, South America and North America, (ii) the collection and processing of porcine and bovine intestines into natural casings in Europe and China, (iii) the extraction and processing of porcine mucosa into crude heparin in Europe, (iv) the collection and refining of animal fat into food grade fat in Europe, and (v) the processing of bones to bone chips for the collagen industry and bone ash in Europe. Collagens produced and marketed by the Company are sold to third parties to be used as ingredients in the pharmaceutical, nutraceutical, food, pet food and technical (e.g., photographic) industries. Natural casings produced and marketed by the Company are sold to third parties to be used as an ingredient in the production of sausages and other similar food products.

The Fuel Ingredients operating segment includes the Company’s global activities related to (i) the Company’s share of the results of its equity investment in Diamond Green Diesel Holdings LLC, (“DGD” or the “DGD Joint Venture”), a joint venture with Valero Energy Corporation (“Valero”) to convert animal fats, recycled greases, used cooking oil, inedible corn oil, soybean oil, or other feedstocks that become economically and commercially viable into renewable fuels/products, such as renewable diesel and SAF as described in Note 3 (Investment in Unconsolidated

Subsidiaries) to the Company’s Consolidated Financial Statements for the period ended July 4, 2026 included herein, (ii) the conversion of organic sludge and food waste into biogas in Europe, (iii) the collection and conversion of fallen stock and certain animal by-products pursuant to applicable E.U. regulations into low-grade energy sources to be used in industrial applications, and (iv) the processing of manure into natural bio-phosphate in Europe.

Corporate Activities principally include unallocated corporate overhead expenses, acquisition-related expenses, interest expense net of interest income, and other non-operating income and expenses.

Economic Conditions and Uncertainties

Global Economic Conditions

We operate globally and have operations in numerous countries. As such, we are exposed to, and impacted by global macroeconomic factors, U.S. and foreign government policies, including tariff policies, and foreign exchange fluctuations. Global economic conditions continue to be highly volatile due to, among other things, the conflicts in Ukraine and the Middle East and their impacts on volatility in energy and commodity prices, inflation, cost and supply chain pressures and availability, and disruption in banking systems and capital markets. Disturbances in world financial, credit, commodities and stock markets, including inflationary, deflationary and recessionary conditions, could have a negative impact on the Company’s results of operations. Any such disturbances or disruptions may also magnify the impact of other risks described in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended January 3, 2026, as filed with the SEC on March 3, 2026.

Energy Policies of U.S. and Foreign Governments

Prices for our finished products, including those of DGD, may be impacted by government policies around the world relating to renewable fuels and greenhouse gas emissions (“GHG”). Programs like the U.S. National Renewable Fuel Standard Program (“RFS”) and low carbon fuel standards (“LCFS”) (such as those in place in the state of California) and tax credits for biofuels and mandates for biofuel use both in the United States and abroad, such as IR Act’s 45Z and European Union’s renewable energy directive (RED III), are subject to revision and change which may impact the demand for and/or price of our finished products. Legal challenges or changes to, a failure to enforce, reductions in the mandated volumes under, or discontinuing, amending, modifying, or suspending of any of these programs could have a negative impact on our business and results of operations. However, such rules and the regulatory environment are continuing to evolve and change, and we cannot predict the ultimate effect that such changes may have on our business.

Risks Associated with Tariffs

We expect tariffs on products imported into the U.S. from Brazil, Canada, China, the European Union and Mexico, and other countries upon which tariffs may be imposed, to continue to be met with retaliatory tariffs or other measures from those countries, both of which (U.S. and foreign tariffs) could impact our consolidated results of operations as we export certain of our finished products to and from the U.S. While to date these tariffs have not had a material impact on our results of operations, the extent and duration of tariffs and the resulting impact on macroeconomic conditions and on our business are uncertain and may depend on various factors, including negotiations between the U.S. and affected countries, retaliation imposed by other countries, tariff exemptions, negative sentiment toward U.S. companies and products, and availability of lower cost inputs to our customers. In addition, following the February 20, 2026 U.S. Supreme Court decision that declared U.S. tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) on certain countries unlawful, new U.S. tariffs have been imposed under other laws which could impact our results of operations. Also, following the U.S. Supreme Court decision, the U.S. Court of International Trade ordered U.S. Customs and Border Protection (“CBP”) to refund IEEPA tariffs. The CBP then established the Consolidated Administration & Processing of Entries (“CAPE”) system to process refunds. The Company and its DGD Joint Venture have since applied for and made certain tariff recoveries. For further information about the Company’s recoveries, recorded using the loss recovery model, see our Food Segment discussions in results of operations. We will continue to evaluate the nature and extent of the impact from tariffs on our business and consolidated results of operations and actions we can take to minimize their impact.

Climate Change

There is global concern that carbon dioxide and other GHG in the atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency of extreme weather and natural disasters. We are subject to physical, operational, transitional and financial risks associated with climate change and global, regional and local weather

conditions, as well as legal, regulatory and market responses to climate change. Certain jurisdictions in which we operate have either imposed, or are considering imposing, new or increasingly stringent legal and regulatory requirements to reduce or mitigate the potential effects of climate change, including regulation and reduction of GHG and potential carbon pricing programs. These new or increasingly stringent legal or regulatory requirements could result in significantly increased costs of compliance and additional investments in facilities and equipment, and reduced raw material supplies in areas where these requirements limit or eliminate livestock operations. While we assess climate related regulatory risks as part of our risk management process, we are unable to predict the scope, nature and timing of any new or increasingly stringent environmental laws and regulations and therefore cannot predict the ultimate impact of such laws and regulations on our business or financial results. We continue to monitor existing and proposed laws and regulations in the jurisdictions in which we operate and to consider actions we may take to potentially mitigate the unfavorable impact, if any, of such laws or regulations. Furthermore, there is legislation regulating corporate environmental, social and governance (“ESG”) practices, including practices related to the causes and impacts of climate change as well as supply chain control and compliance with human rights. These and emerging new rules, with applicability to the Company, require reporting on how sustainability issues (environmental, social, and governance) affect businesses and about the impact of business operations on people and the environment. There has also been focus from our stakeholders, including consumers, employees and investors, on our sustainability and ESG practices. We expect that stakeholder expectations with respect to sustainability and ESG matters will continue to evolve, which may necessitate additional resources to monitor, report on, and adjust our operations.

For additional information on risk factors that could impact our results, please refer to “Risk Factors” in Part I, Item 1A of the Company’s Form 10-K for the fiscal year ended January 3, 2026, as filed with the SEC on March 3, 2026.

Operating Performance Indicators

The Company monitors the performance of its business segments using key financial metrics such as results of operations, non-GAAP measurements (Adjusted EBITDA), segment operating income, raw material processed, gross margin percentage, foreign currency translation, and corporate activities. The Company’s operating results can vary significantly due to changes in factors such as fluctuations in commodity prices and energy prices, weather conditions, crop harvests, government policies and programs, changes in global demand, changes in standards of living, protein consumption, and global production of competing ingredients. The Company is exposed to certain risks associated with a business that is influenced by agricultural-based commodities. These risks are further described in Item 1A of Part I, “Risk Factors” included in the Company’s Form 10-K for the fiscal year ended January 3, 2026.

The Company’s Feed Ingredients segment animal by-products, bakery residuals, used cooking oil recovery, and blood operations are each influenced by prices for agricultural-based alternative ingredients such as corn oil, soybean oil, soybean meal, and palm oil. In these operations, the costs of the Company’s raw materials change with, or in certain cases are indexed to, the selling price or the anticipated selling price of the finished goods produced from the acquired raw materials and/or in some cases, the price spread between various types of finished products. The Company believes that this methodology of procuring raw materials generally establishes a relatively stable gross margin upon the acquisition of the raw material. Although the costs of raw materials for the Feed Ingredients segment are generally based upon actual or anticipated finished goods selling prices, rapid and material changes in finished goods prices, including competing agricultural-based alternative ingredients, generally have an immediate, and often times, material impact on the Company’s gross margin and profitability resulting from the brief lapse of time between the procurement of the raw materials and the sale of the finished goods. In addition, the volume of raw material acquired, which has a direct impact on the amount of finished goods produced, can also have a material effect on the gross margin reported, as the Company has a substantial amount of fixed operating costs.

The Company’s Food Ingredients segment collagen and natural casings products are influenced by other competing ingredients including plant-based and synthetic hydrocolloids and artificial casings, as well as agriculture-based alternative ingredients. In the collagen operation, the cost of the Company’s animal-based raw material moves in relationship to the selling price of the finished goods. The processing time for the Food Ingredients segment collagen and casings is generally 30 to 60 days, which is substantially longer than the Company’s Feed Ingredients segment animal by-products operations. Consequently, the Company’s gross margin and profitability in this segment can be influenced by the movement of finished goods prices from the time the raw materials were procured until the finished goods are sold.

The Company’s Fuel Ingredients segment converts fats into renewable fuels/products, organic sludge and food waste into biogas, and fallen stock into low-grade energy sources. The Company’s gross margin and profitability in this segment are impacted by world energy prices for oil, electricity and natural gas and governmental subsidies.

The reporting currency for the Company’s financial statements is the U.S. dollar. The Company operates in over 15 countries and therefore, certain of the Company’s assets, liabilities, revenues and expenses are denominated in functional currencies other than the U.S. dollar, primarily in the Euro, Brazilian real, Chinese renminbi, Canadian dollar and Polish zloty. To prepare the Company’s consolidated financial statements, assets, liabilities, revenues, and expenses must be translated into U.S. dollars at the applicable exchange rate. As a result, increases or decreases in the value of the U.S. dollar against these other currencies will affect the amount of these items recorded in the Company’s consolidated financial statements, even if their value has not changed in the functional currency. This could have a significant impact on the Company’s results, if such increase or decrease in the value of the U.S. dollar relative to these other currencies is substantial.

Results of Operations

Three Months Ended July 4, 2026 Compared to Three Months Ended June 28, 2025

Operating Performance Metrics

Operating performance metrics which management routinely monitors as an indicator of operating performance include:

- Finished product commodity prices
- Segment results
- Foreign currency exchange
- Corporate activities
- Non-U.S. GAAP measures

These indicators and their importance are discussed below.

Finished Product Commodity Prices  

Prices for finished product commodities that the Company produces in the Feed Ingredients segment are reported each business day on the Jacobsen Index (the “Jacobsen”), an established North American trading exchange price publisher. The Jacobsen reports industry sales from the prior day's activity by product. Included on the Jacobsen are reported prices for finished products such as protein (primarily meat and bone meal (“MBM”), poultry meal (“PM”) and feather meal (“FM”)), hides, fats (primarily bleachable fancy tallow (“BFT”) and yellow grease (“YG”)) and corn, which is a substitute commodity for the Company’s bakery by-product (“BBP”), as well as a range of other branded and value-added products, which are products of the Company’s Feed Ingredients segment. In the United States and South America, the Company regularly monitors the Jacobsen for MBM, PM, FM, BFT, YG and corn because it provides a daily indication of the Company’s U.S. and Brazilian revenue performance against business plan benchmarks. In Europe and South America, the Company regularly monitors Thomson Reuters (“Reuters”) to track the competing commodities palm oil and soy meal.

Although the Jacobsen and Reuters provide useful metrics of performance, the Company’s finished products are commodities that compete with other commodities such as corn, soybean oil, palm oil complex, soybean meal and heating oil on nutritional and functional values. Therefore, actual pricing for the Company’s finished products, as well as competing products, can be quite volatile. In addition, neither the Jacobsen nor Reuters provides forward or future period pricing for the Company’s commodities. The Jacobsen and Reuters prices quoted below are for delivery of the finished product at a specified location. Although the Company’s prices generally move in concert with reported Jacobsen and Reuters prices, the Company’s actual sales prices for its finished products may vary significantly from the Jacobsen and Reuters because of production and delivery timing differences and because the Company’s finished products are delivered to multiple locations in different geographic regions which utilize alternative price indexes. In addition, certain of the Company’s premium branded finished products may sell at prices that may be higher than the closest product on the related Jacobsen or Reuters index. During the second quarter of fiscal 2026, the Company’s actual sales prices by product trended with the disclosed Jacobsen and Reuters prices.

Average Jacobsen and Reuters prices (at the specified delivery point) for the second quarter of fiscal 2026, compared to average Jacobsen and Reuters prices for the second quarter of fiscal 2025 are as follows:

| Line item | Avg. Price2nd Quarter2026 | Avg. Price2nd Quarter2025 | Increase/(Decrease) | %Increase/(Decrease) |
| --- | --- | --- | --- | --- |
| Jacobsen: |  |  |  |  |
| MBM (Illinois) | $ 315.52/ton | $ 272.01/ton | $ 43.51/ton | 16.0% |
| Feed Grade PM (Mid-South) | $ 423.65/ton | $ 275.40/ton | $ 148.25/ton | 53.8% |
| Pet Food PM (Mid-South) | $ 769.76/ton | $ 464.30/ton | $ 305.46/ton | 65.8% |
| Feather meal (Mid-South) | $ 384.36/ton | $ 306.59/ton | $ 77.77/ton | 25.4% |
| BFT (Chicago) | $ 86.51/cwt | $ 57.16/cwt | $ 29.35/cwt | 51.3% |
| YG (Illinois) | $ 50.75/cwt | $ 36.63/cwt | $ 14.12/cwt | 38.5% |
| Corn (Illinois) | $ 4.56/bushel | $ 4.59/bushel | $ (0.03)/bushel | (0.7)% |
| Reuters: |  |  |  |  |
| Palm Oil (CIF Rotterdam) | $ 1,524.00/MT | $ 1,306.00/MT | $ 218.00/MT | 16.7% |
| Soy meal (CIF Rotterdam) | $ 420.00/MT | $ 362.00/MT | $ 58.00/MT | 16.0% |

The following table shows the average Jacobsen and Reuters prices for the second quarter of fiscal 2026, compared to average Jacobsen and Reuters prices for the first quarter of fiscal 2026:

| Line item | Avg. Price2nd Quarter2026 | Avg. Price1st Quarter2026 | Increase/(Decrease) | %Increase/(Decrease) |
| --- | --- | --- | --- | --- |
| Jacobsen: |  |  |  |  |
| MBM (Illinois) | $ 315.52/ton | $ 288.02/ton | $ 27.50/ton | 9.5% |
| Feed Grade PM (Mid-South) | $ 423.65/ton | $ 361.17/ton | $ 62.48/ton | 17.3% |
| Pet Food PM (Mid-South) | $ 769.76/ton | $ 588.80/ton | $ 180.96/ton | 30.7% |
| Feather meal (Mid-South) | $ 384.36/ton | $ 336.94/ton | $ 47.42/ton | 14.1% |
| BFT (Chicago) | $ 86.51/cwt | $ 59.53/cwt | $ 26.98/cwt | 45.3% |
| YG (Illinois) | $ 50.75/cwt | $ 36.63/cwt | $ 14.12/cwt | 38.5% |
| Corn (Illinois) | $ 4.56/bushel | $ 4.40/bushel | $ 0.16/bushel | 3.6% |
| Reuters: |  |  |  |  |
| Palm Oil (CIF Rotterdam) | $ 1,524.00/MT | $ 1,368.00/MT | $ 156.00/MT | 11.4% |
| Soy meal (CIF Rotterdam) | $ 420.00/MT | $ 390.00/MT | $ 30.00/MT | 7.7% |

Segment Results

Segment operating income for the three months ended July 4, 2026 was $555.2 million, which reflects an increase of $479.3 million or 631.5% as compared to the three months ended June 28, 2025.

| (in thousands, except percentages) / Three Months Ended July 4, 2026 | Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total |
| --- | --- | --- | --- | --- | --- |
| Total net sales | $1,149,490 | $408,514 | $166,074 | — | $1,724,078 |
| Cost of sales and operating expenses (1) | 829,513 | 260,196 | 130,996 | — | 1,220,705 |
| Gross margin | 319,977 | 148,318 | 35,078 | — | 503,373 |
| Gross margin % | 27.8% | 36.3% | 21.1% | — | 29.2% |
| Loss/(gain) on sale of assets | (243) | 412 | (285) | — | (116) |
| Selling, general and administrative expenses (2) | 79,723 | 39,426 | 9,394 | 22,407 | 150,950 |
| Restructuring and asset impairment charges | — | 3,933 | — | — | 3,933 |
| Acquisition and integration costs | — | — | — | 13,218 | 13,218 |
| Depreciation and amortization | 89,812 | 29,635 | 9,229 | 1,504 | 130,180 |
| Equity in net income of Diamond Green Diesel | — | — | 350,030 | — | 350,030 |
| Segment operating income/(loss) | 150,685 | 74,912 | 366,770 | (37,129) | 555,238 |
| Equity in net income of other unconsolidated subsidiaries | 1,905 | — | — | — | 1,905 |
| Segment income/(loss) | 152,590 | 74,912 | 366,770 | (37,129) | 557,143 |

(1) Cost of sales and operating expenses includes the cost of raw materials, collection costs of the raw materials and factory expenses including direct labor.

(2) Selling, general and administrative expenses include payroll related costs including incentive pay and stock compensation, insurance related costs, professional fees, IT related costs, travel costs and other costs.

| (in thousands, except percentages) / Three Months Ended June 28, 2025 | Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total |
| --- | --- | --- | --- | --- | --- |
| Total net sales | $936,532 | $386,142 | $158,844 | — | $1,481,518 |
| Cost of sales and operating expenses (1) | 722,081 | 282,233 | 131,287 | — | 1,135,601 |
| Gross margin | 214,451 | 103,909 | 27,557 | — | 345,917 |
| Gross margin % | 22.9% | 26.9% | 17.3% | — | 23.3% |
| Loss/(gain) on sale of assets | 1,085 | (24) | (109) | — | 952 |
| Selling, general and administrative expenses (2) | 77,464 | 33,987 | 9,027 | 17,591 | 138,069 |
| Acquisition and integration costs | — | — | — | 3,383 | 3,383 |
| Change in fair value of contingent consideration | 12,583 | — | — | — | 12,583 |
| Depreciation and amortization | 83,419 | 27,391 | 8,763 | 1,489 | 121,062 |
| Equity in net loss of Diamond Green Diesel | — | — | 6,000 | — | 6,000 |
| Segment operating income/(loss) | 39,900 | 42,555 | 15,876 | (22,463) | 75,868 |
| Equity in net income of other unconsolidated subsidiaries | 2,526 | — | — | — | 2,526 |
| Segment income/(loss) | 42,426 | 42,555 | 15,876 | (22,463) | 78,394 |

(1) Cost of sales and operating expenses includes the cost of raw materials, collection costs of the raw materials and factory expenses including direct labor.

(2) Selling, general and administrative expenses include payroll related costs including incentive pay and stock compensation, insurance related costs, professional fees, IT related costs, travel costs and other costs.

Feed Ingredients Segment

Raw material volume. In the three months ended July 4, 2026, the raw material processed by the Company’s Feed Ingredients segment totaled approximately 3.08 million metric tons. Compared to the three months ended June 28, 2025, the raw material volume processed in the Feed Ingredients segment remained consistent.

Sales. Total net sales increased in the Feed Ingredients segment primarily due to the following (in millions of dollars):

| Line item | Fats | Proteins | Other Rendering | Total Rendering | Used Cooking Oil | Bakery | Other | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total net sales three months ended June 28, 2025 | $390.0 | $327.0 | $70.8 | $787.8 | $85.3 | $51.5 | $11.9 | $936.5 |
| Increase (decrease) in sales volumes | (24.3) | 11.5 | — | (12.8) | 21.2 | (4.4) | — | 4.0 |
| Increase (decrease) in finished product prices | 124.7 | 27.5 | — | 152.2 | 57.5 | (0.1) | — | 209.6 |
| Increase due to currency exchange rates | 3.1 | 4.9 | 0.5 | 8.5 | — | — | — | 8.5 |
| Other change | — | — | (8.3) | (8.3) | — | — | (0.8) | (9.1) |
| Total change | 103.5 | 43.9 | (7.8) | 139.6 | 78.7 | (4.5) | (0.8) | 213.0 |
| Total net sales three months ended July 4, 2026 | $493.5 | $370.9 | $63.0 | $927.4 | $164.0 | $47.0 | $11.1 | $1,149.5 |

Margins. In the Feed Ingredients segment for the three months ended July 4, 2026, the gross margin percentage increased to 27.8% as compared to 22.9% for the comparable period of fiscal 2025. The increase was primarily due to increases in fat and protein prices, improved quality and consistency, and increased sales into higher-margin end markets.

Segment operating income. Feed Ingredients operating income for the three months ended July 4, 2026 was $150.7 million, an increase of $110.8 million or 277.7% as compared to the three months ended June 28, 2025. The increase was primarily due to increases in fat and protein prices leading to an increased gross margin, favorable currency exchange rates and the absence of a contingent consideration expense that was recorded in the same period of fiscal 2025 that more than offset an increase in selling, general and administrative expenses and higher depreciation and amortization expense as compared to the same period of fiscal 2025.

Food Ingredients Segment

Raw material volume. In the three months ended July 4, 2026, the raw material processed by the Company’s Food Ingredients segment totaled approximately 331,000 metric tons. Compared to the three months ended June 28, 2025, the raw material volume processed in the Food Ingredients segment increased approximately 2.2%.

Sales. Total net sales increased in the Food Ingredients segment primarily due to increases in collagen demand leading to increases in sales volumes.

Margins. In the Food Ingredients segment for the three months ended July 4, 2026, the gross margin percentage increased to 36.3% as compared to 26.9% for the comparable period of fiscal 2025. The increase was primarily due to the recognition of $18.5 million of net tariff recoveries recorded during the three months ended July 4, 2026.

Segment operating income. Food Ingredients operating income was $74.9 million for the three months ended July 4, 2026, an increase of $32.3 million or 75.8% as compared to the three months ended June 28, 2025. The increase in operating income was primarily due to the recognition of approximately $18.5 million of net tariff recoveries recorded and an increase in sales volumes due to increased market demand during the three months ended July 4, 2026 that more than offset an increase in selling, general and administrative expenses as compared to the same period of fiscal 2025.

Fuel Ingredients Segment

Raw material volume. In the three months ended July 4, 2026, the raw material processed by the Company’s Fuel Ingredients segment totaled approximately 368,000 metric tons. Compared to the three months ended June 28, 2025, the raw material volume processed in the Fuel Ingredients segment increased approximately 8.9%.

Sales. Total net sales increased in the Fuel Ingredients segment primarily due to higher energy prices.

Margins. In the Fuel Ingredients segment for the three months ended July 4, 2026, the gross margin percentage increased to 21.1% as compared to 17.3% for the comparable period of fiscal 2025. The increase was primarily due to higher finished product sales prices.

Segment operating income. Fuel Ingredients operating income (inclusive of the equity contribution from the DGD Joint Venture) for the three months ended July 4, 2026 was $366.8 million, an increase of $350.9 million or 2,206.9% as compared to the same period in fiscal 2025. The increase in operating income was due to a combination of factors, including an increase in production volumes and production tax credits recognized at the DGD Joint Venture, increases in Renewable Identification Numbers (RINs) values in connection with the EPA finalizing the rulemaking process for renewable volume obligations for 2026-27 and an increase in diesel prices which resulted in higher sales prices and margins for the DGD Joint Venture as compared to the same period in fiscal 2025.

Foreign Currency Exchange

During the second quarter of fiscal 2026, the euro and the Brazilian real strengthened against the U.S. dollar and the Canadian dollar was unchanged against the U.S. dollar as compared to the same period in fiscal 2025. Using actual results for the three months ended July 4, 2026 and using the prior year's average currency rate for the three months ended June 28, 2025, foreign currency translation would have resulted in a decrease in operating income of approximately $4.0 million. The average rates for the three months ended July 4, 2026 were €1.00:$1.16, R$1.00:$0.20 and C$1.00:$0.72 as compared to the average rates for the three months ended June 28, 2025 of €1.00:$1.13, R$1.00:$0.18 and C$1.00:$0.72, respectively.

Corporate Activities

Selling, General and Administrative Expenses. Selling, general and administrative expenses were approximately $22.4 million during the three months ended July 4, 2026, compared to approximately $17.6 million during the three

months ended June 28, 2025, an increase of $4.8 million. The increase was primarily due to an increase in the Company's incentive based compensation expense.

Acquisition and Integration Costs. Acquisition and integration costs were approximately $13.2 million during the three months ended July 4, 2026 as compared to $3.4 million for the same period in fiscal 2025. The increased costs in the second quarter of fiscal 2026 primarily relate to the Company’s proposed joint venture with Tessenderlo Group NV and the acquisition of UPI Bovinos NewCo (the “Bovinos Acquisition”).

Depreciation and Amortization. Depreciation and amortization charges were approximately $1.5 million for the three months ended July 4, 2026 and June 28, 2025, respectively.

Interest Expense. Interest expense was $55.5 million during the three months ended July 4, 2026, compared to $51.9 million during the three months ended June 28, 2025, an increase of $3.6 million. The increase in interest expense was primarily due to interest associated with the 4.5% Notes as compared to interest expense in the same period in fiscal 2025.

Foreign Currency Gain. Foreign currency gains were $0.2 million for the three months ended July 4, 2026 compared to $1.3 million for the three months ended June 28, 2025. The change was due primarily to lower revaluation gains on non-functional currency assets and liabilities as compared to the same period of fiscal 2025.

Other expense, net. Other expense was $1.9 million in the three months ended July 4, 2026, compared to $6.5 million for the three months ended June 28, 2025. The decrease in other expense was primarily due to prior year settlement losses incurred from the termination of two of the Company’s domestic defined benefit pension plans as compared to fiscal 2026.

Equity in Net Income in Investment of Other Unconsolidated Subsidiaries. The change in this line item is not significant and primarily represents the Company’s pro rata share of the net income from its foreign unconsolidated subsidiaries.

Income Taxes. The Company recorded income tax expense of $110.6 million for the three months ended July 4, 2026, compared to an income tax expense of $4.1 million recorded in the three months ended June 28, 2025, an increase in tax expense of $106.5 million, which was primarily due to an increase in pre-tax income. The effective tax rates for the three months ended July 4, 2026 and June 28, 2025 was 22.1% and 22.2%, respectively. The effective tax rate for the three months ended July 4, 2026 differed slightly from the federal statutory rate of 21% due primarily to biofuel tax incentives, the relative mix of earnings among jurisdictions with different tax rates (including foreign withholding taxes and state income taxes) and certain losses that provided no tax benefit. The effective tax rate for the three months ended June 28, 2025 differed from the federal statutory rate of 21% due primarily to biofuel tax incentives, the relative mix of earnings among jurisdictions with different tax rates (including foreign withholding taxes and state income taxes) and certain losses that provided no tax benefit. The Company’s effective tax rate excluding the impact of the biofuel tax incentives and discrete items was 26.9% for the three months ended July 4, 2026, compared to 30.4% for the three months ended June 28, 2025.

Non-U.S. GAAP Measures

Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company's operating performance. Since EBITDA (generally, net income plus interest expense, taxes, depreciation and amortization) is not calculated identically by all companies, the presentation in this report may not be comparable to EBITDA or Adjusted EBITDA presentations disclosed by other companies. Adjusted EBITDA is calculated below and represents for any relevant period, net income/(loss) plus depreciation and amortization, restructuring and asset impairment charges, acquisition and integration costs, change in fair value of contingent consideration, foreign currency loss/(gain), net income attributable to non-controlling interests, interest expense, income tax expense, loss on early retirement of debt, other (income)/expense and equity in net (income)/loss of unconsolidated subsidiaries. Management believes that Adjusted EBITDA is useful in evaluating the Company's operating performance compared to that of other companies in its industry because the calculation of Adjusted EBITDA generally eliminates the effects of financing, income taxes, non-cash and certain other items that may vary for different companies for reasons unrelated to overall operating performance and also believes this information is useful to investors.

The Company’s management uses Adjusted EBITDA as a measure to evaluate performance and for other discretionary purposes. In addition to the foregoing, management also uses or will use Adjusted EBITDA to measure compliance with certain financial covenants under the Company’s Senior Secured Credit Facilities, 6% Notes, 5.25% Notes and 4.5% Notes that were outstanding at July 4, 2026. However, the amounts shown below for Adjusted EBITDA differ from the amounts calculated under similarly titled definitions in the Company’s Senior Secured Credit Facilities, 6% Notes, 5.25% Notes and 4.5% Notes, as those definitions permit further adjustments to reflect certain other nonrecurring costs, non-cash charges and cash dividends from the DGD Joint Venture.

Pro forma Adjusted EBITDA to Foreign Currency is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company's operating performance. Management believes Pro forma Adjusted EBITDA to Foreign Currency is useful in evaluating the Company’s operating performance on a constant currency basis and also believes this information is useful to investors.

DGD Adjusted EBITDA is not reflected in the Adjusted EBITDA or the Pro forma Adjusted EBITDA to Foreign Currency. DGD Adjusted EBITDA is not a recognized accounting measure under GAAP; it should not be considered as an alternative to net income/(loss) or equity in net income/(loss) of Diamond Green Diesel, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity and is not intended to be a presentation in accordance with GAAP. The Company calculates DGD Adjusted EBITDA by taking DGD’s net income/(loss) plus income tax expense/(benefit), interest and debt expense, net, and DGD’s depreciation, amortization and accretion expense less other income. Management believes that DGD Adjusted EBITDA is useful in evaluating the Company’s operating performance because the calculation of DGD Adjusted EBITDA generally eliminates non-cash and certain other items at DGD unrelated to overall operating performance and also believes this information is useful to investors. The Company calculates Darling’s Share of DGD Adjusted EBITDA by taking DGD Adjusted EBITDA, net of discount and broker fees, and then multiplying by 50% to get Darling’s Share of DGD’s Adjusted EBITDA.

Combined Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company’s operating performance. Combined Adjusted EBITDA consists of Adjusted EBITDA plus DGD Adjusted EBITDA (Darling’s share). Management believes that Combined Adjusted EBITDA is useful in evaluating the Company's operating performance compared to that of other companies in its industry because the calculation of Adjusted EBITDA generally eliminates the effects of financing, income taxes, non-cash and certain other items that may vary for different companies for reasons unrelated to overall operating performance and also believes this information is useful to investors.

Reconciliation of Net Income/(Loss) to (Non-GAAP) Adjusted EBITDA to (Non-GAAP) Pro Forma Adjusted EBITDA to Foreign Currency and to (Non-GAAP) Combined Adjusted EBITDA

Second Quarter 2026 as compared to Second Quarter 2025

| (dollars in thousands) | Three Months Ended / July 4,2026 | Three Months Ended / June 28,2025 |
| --- | --- | --- |
| Net income attributable to Darling | $387,312 | $12,661 |
| Depreciation and amortization | 130,180 | 121,062 |
| Interest expense | 55,526 | 51,873 |
| Income tax expense | 110,638 | 4,065 |
| Restructuring and asset impairment charges | 3,933 | — |
| Acquisition and integration costs | 13,218 | 3,383 |
| Change in fair value of contingent consideration | — | 12,583 |
| Foreign currency gain | (208) | (1,313) |
| Other expense, net | 1,918 | 6,526 |
| Loss on early retirement of debt | — | 2,978 |
| Equity in net income of Diamond Green Diesel | (350,030) | (6,000) |
| Equity in net income of other unconsolidated subsidiaries | (1,905) | (2,526) |
| Net income attributable to non-controlling interests | 1,957 | 1,604 |
| Adjusted EBITDA (Non-GAAP) | $352,539 | $206,896 |
| Foreign currency exchange impact (1) | (4,029) | — |
| Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) | $348,510 | $206,896 |
| DGD Adjusted EBITDA (Darling’s Share) (Non-GAAP) | $389,203 | $42,648 |
| Combined Adjusted EBITDA (Non-GAAP) | $741,742 | $249,544 |

(1) The average rates for the three months ended July 4, 2026 were €1.00:$1.16 R$1.00:$0.20 and C$1.00:$0.72 as compared to the average rates for the three months ended June 28, 2025 of €1.00:$1.13, R$1.00:$0.18 and C$1.00:$0.72, respectively.

Six Months Ended July 4, 2026 Compared to Six Months Ended June 28, 2025

Operating Performance Metrics

Operating performance metrics which management routinely monitors as an indicator of operating performance include:

- Finished product commodity prices
- Segment results
- Foreign currency exchange
- Corporate activities
- Non-U.S. GAAP measures

These indicators and their importance are discussed below.

Finished Product Commodity Prices  

During the first six months of fiscal 2026, the Company’s actual sales prices by product trended with the disclosed Jacobsen and Reuters prices.

Average Jacobsen and Reuters prices (at the specified delivery point) for the first six months of fiscal 2026, compared to average Jacobsen and Reuters prices for the first six months of fiscal 2025 are as follows:

| Line item | Avg. Price First Six Months2026 | Avg. Price First Six Months2025 | Increase/(Decrease) | %Increase/(Decrease) |
| --- | --- | --- | --- | --- |
| Jacobsen: |  |  |  |  |
| MBM (Illinois) | $ 301.77/ton | $ 273.14/ton | $ 28.63/ton | 10.5% |
| Feed Grade PM (Mid-South) | $ 392.41/ton | $ 301.45/ton | $ 90.96/ton | 30.2% |
| Pet Food PM (Mid-South) | $ 679.28/ton | $ 511.54/ton | $ 167.74/ton | 32.8% |
| Feather meal (Mid-South) | $ 360.65/ton | $ 350.36/ton | $ 10.29/ton | 2.9% |
| BFT (Chicago) | $ 73.02/cwt | $ 54.24/cwt | $ 18.78/cwt | 34.6% |
| YG (Illinois) | $ 43.69/cwt | $ 35.38/cwt | $ 8.31/cwt | 23.5% |
| Corn (Illinois) | $ 4.48/bushel | $ 4.65/bushel | $ (0.17)/bushel | (3.7)% |
| Reuters: |  |  |  |  |
| Palm Oil (CIF Rotterdam) | $ 1,446.00/MT | $ 1,393.00/MT | $ 53.00/MT | 3.8% |
| Soy meal (CIF Rotterdam) | $ 405.00/MT | $ 367.00/MT | $ 38.00/MT | 10.4% |

Segment Results

Segment operating income for the six months ended July 4, 2026 was $782.0 million, which reflects an increase of $677.7 million or 649.8% as compared to the six months ended June 28, 2025.

| (in thousands, except percentages) / Six Months Ended July 4, 2026 | Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total |
| --- | --- | --- | --- | --- | --- |
| Total net sales | $2,134,828 | $813,747 | $326,324 | — | $3,274,899 |
| Cost of sales and operating expenses (1) | 1,565,867 | 548,172 | 252,566 | — | 2,366,605 |
| Gross margin | 568,961 | 265,575 | 73,758 | — | 908,294 |
| Gross margin % | 26.7% | 32.6% | 22.6% | — | 27.7% |
| Loss/(gain) on sale of assets | 92 | 476 | (481) | — | 87 |
| Selling, general and administrative expenses (2) | 159,641 | 75,841 | 19,526 | 45,009 | 300,017 |
| Restructuring and asset impairment charges | — | 4,297 | — | — | 4,297 |
| Acquisition and integration costs | — | — | — | 18,188 | 18,188 |
| Depreciation and amortization | 180,733 | 59,216 | 18,161 | 2,979 | 261,089 |
| Equity in net income of Diamond Green Diesel | — | — | 457,393 | — | 457,393 |
| Segment operating income/(loss) | 228,495 | 125,745 | 493,945 | (66,176) | 782,009 |
| Equity in net income of other unconsolidated subsidiaries | 4,800 | — | — | — | 4,800 |
| Segment income/(loss) | 233,295 | 125,745 | 493,945 | (66,176) | 786,809 |

(1) Cost of sales and operating expenses includes the cost of raw materials, collection costs of the raw materials and factory expenses including direct labor.

(2) Selling, general and administrative expenses include payroll related costs including incentive pay and stock compensation, insurance related costs, professional fees, IT related costs, travel costs and other costs.

| (in thousands, except percentages) / Six Months Ended June 28, 2025 | Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total |
| --- | --- | --- | --- | --- | --- |
| Total net sales | $1,832,815 | $735,382 | $293,915 | — | $2,862,112 |
| Cost of sales and operating expenses (1) | 1,436,096 | 529,014 | 239,734 | — | 2,204,844 |
| Gross margin | 396,719 | 206,368 | 54,181 | — | 657,268 |
| Gross margin % | 21.6% | 28.1% | 18.4% | — | 23.0% |
| Loss/(gain) on sale of assets | 1,200 | 31 | (217) | — | 1,014 |
| Selling, general and administrative expenses (2) | 149,035 | 65,459 | 17,568 | 27,563 | 259,625 |
| Acquisition and integration costs | — | — | — | 4,917 | 4,917 |
| Change in fair value of contingent consideration | 18,024 | — | — | — | 18,024 |
| Depreciation and amortization | 167,549 | 56,953 | 17,352 | 3,043 | 244,897 |
| Equity in net loss of Diamond Green Diesel | — | — | (24,523) | — | (24,523) |
| Segment operating income/(loss) | 60,911 | 83,925 | (5,045) | (35,523) | 104,268 |
| Equity in net income of other unconsolidated subsidiaries | 5,154 | — | — | — | 5,154 |
| Segment income/(loss) | 66,065 | 83,925 | (5,045) | (35,523) | 109,422 |

(1) Cost of sales and operating expenses includes the cost of raw materials, collection costs of the raw materials and factory expenses including direct labor.

(2) Selling, general and administrative expenses include payroll related costs including incentive pay and stock compensation, insurance related costs, professional fees, IT related costs, travel costs and other costs.

Feed Ingredients Segment

Raw material volume. In the six months ended July 4, 2026, the raw material processed by the Company’s Feed Ingredients segment totaled approximately 6.19 million metric tons. Compared to the six months ended June 28, 2025, the raw material volume processed in the Feed Ingredients segment increased approximately 0.5%.

Sales. Total net sales increased in the Feed Ingredients segment primarily due to the following (in millions of dollars):

| Line item | Fats | Proteins | Other Rendering | Total Rendering | Used Cooking Oil | Bakery | Other | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total net sales six months ended June 28, 2025 | $731.5 | $678.2 | $133.0 | $1,542.7 | $164.2 | $102.2 | $23.7 | $1,832.8 |
| Increase (decrease) in sales volumes | (18.6) | 28.6 | — | 10.0 | 20.7 | (11.1) | — | 19.6 |
| Increase (decrease) in finished product prices | 154.2 | 14.4 | — | 168.6 | 88.0 | (2.7) | — | 253.9 |
| Increase due to currency exchange rates | 11.0 | 15.7 | 0.5 | 27.2 | 0.6 | — | — | 27.8 |
| Other change | — | — | 1.7 | 1.7 | — | — | (1.0) | 0.7 |
| Total change | 146.6 | 58.7 | 2.2 | 207.5 | 109.3 | (13.8) | (1.0) | 302.0 |
| Total net sales six months ended July 4, 2026 | $878.1 | $736.9 | $135.2 | $1,750.2 | $273.5 | $88.4 | $22.7 | $2,134.8 |

Margins. In the Feed Ingredients segment for the six months ended July 4, 2026, the gross margin percentage increased to 26.7% as compared to 21.6% for the comparable period of fiscal 2025. The increase was primarily due to increases in fat and protein prices, improved quality and consistency, and increased sales into higher-margin end markets.

Segment operating income. Feed Ingredients operating income for the six months ended July 4, 2026 was $228.5 million, an increase of $167.6 million or 275.2% as compared to the six months ended June 28, 2025. The increase was primarily due to increases in fat and protein prices leading to an increased gross margin, favorable currency exchange rates and the absence of a contingent consideration expense that was recorded in the same period of fiscal 2025 that more than

offset an increase in selling, general and administrative expenses and higher depreciation and amortization expense as compared to the same period of fiscal 2025.

Food Ingredients Segment

Raw material volume. In the six months ended July 4, 2026, the raw material processed by the Company’s Food Ingredients segment totaled approximately 664,000 metric tons. Compared to the six months ended June 28, 2025, the raw material volume processed in the Food Ingredients segment increased approximately 1.7%.

Sales. Total net sales increased in the Food Ingredients segment primarily due to increases in collagen demand leading to increases in sales volumes.

Margins. In the Food Ingredients segment for the six months ended July 4, 2026, the gross margin percentage increased to 32.6% as compared to 28.1% for the comparable period of fiscal 2025. The increase was primarily due to the recognition of $18.5 million of net tariff recoveries recorded during the second quarter of fiscal 2026.

Segment operating income. Food Ingredients operating income was $125.7 million for the six months ended July 4, 2026, an increase of $41.8 million or 49.8% as compared to the six months ended June 28, 2025. The increase in operating income was primarily due to an increase in sales volumes due to increased market demand and the recognition of approximately $18.5 million of net tariff recoveries recorded in the second quarter of fiscal 2026 that more than offset an increase in selling, general and administrative expenses as compared to the same period of fiscal 2025.

Fuel Ingredients Segment

Raw material volume. In the six months ended July 4, 2026, the raw material processed by the Company’s Fuel Ingredients segment totaled approximately 738,000 metric tons. Compared to the six months ended June 28, 2025, the raw material volume processed in the Fuel Ingredients segment increased approximately 3.7%.

Sales. Total net sales increased in the Fuel Ingredients segment primarily due to higher energy prices.

Margins. In the Fuel Ingredients segment for the six months ended July 4, 2026, the gross margin percentage increased to 22.6% as compared to 18.4% for the comparable period of fiscal 2025. The increase was primarily due to higher finished product sales prices.

Segment operating income. Fuel Ingredients operating income/(loss) (inclusive of the equity contribution from the DGD Joint Venture) for the six months ended July 4, 2026 was $493.9 million, an increase of $498.9 million or 9,978.0% as compared to the same period in fiscal 2025. The increase in operating income was due to a combination of factors, including an increase in production volumes and production tax credits recognized at the DGD Joint Venture, increases in RINs values in connection with the EPA finalizing the rulemaking process for renewable volume obligations for 2026-27 and an increase in diesel prices which resulted in higher sales prices and margins for the DGD Joint Venture as compared to the same period in fiscal 2025.

Foreign Currency Exchange

During the first six months of fiscal 2026, the euro, the Brazilian real and the Canadian dollar strengthened against the U.S. dollar as compared to the same period in fiscal 2025. Using actual results for the six months ended July 4, 2026 and using the prior year's average currency rate for the six months ended June 28, 2025, foreign currency translation would result in a decrease in operating income of approximately $18.5 million. The average rates for the six months ended July 4, 2026 were €1.00:$1.17, R$1.00:$0.19 and C$1.00:$0.73 as compared to the average rates for the six months ended June 28, 2025 of €1.00:$1.09, R$1.00:$0.17 and C$1.00:$0.71, respectively.

Corporate Activities

Selling, General and Administrative Expenses. Selling, general and administrative expenses were approximately $45.0 million during the six months ended July 4, 2026, compared to approximately $27.6 million during the six months ended June 28, 2025, an increase of $17.4 million. The increase was primarily due to an increase in the Company's incentive based compensation expense.

Acquisition and Integration Costs. Acquisition and integration costs were approximately $18.2 million during the six months ended July 4, 2026 as compared to $4.9 million for the same period in fiscal 2025. The increased costs in the

first six months of fiscal 2026 primarily relate to the Company’s proposed joint venture with Tessenderlo Group NV and the Bovinos Acquisition.

Depreciation and Amortization. Depreciation and amortization charges were approximately $3.0 million for the six months ended July 4, 2026 and June 28, 2025, respectively.

Interest Expense. Interest expense was $109.6 million during the six months ended July 4, 2026, compared to $109.8 million during the six months ended June 28, 2025.

Foreign Currency Gain/(Loss). Foreign currency gains were $3.4 million for the six months ended July 4, 2026 compared to a loss of less than $0.1 million for the six months ended June 28, 2025. The change was due primarily to gains from the revaluation of non-functional currency assets and liabilities as compared to the same period of fiscal 2025.

Other expense, net. Other expense was $4.9 million in the six months ended July 4, 2026, compared to $3.2 million for the six months ended June 28, 2025. The increase in expense was due primarily to a decrease in interest income and casualty insurance gains that more than offset settlement losses from the termination of two of the Company’s domestic defined benefit pension plans.

Equity in Net Income in Investment of Other Unconsolidated Subsidiaries. The change in this line item is not significant and primarily represents the Company’s pro rata share of the net income from its foreign unconsolidated subsidiaries.

Income Taxes. The Company recorded income tax expense of $149.3 million for the six months ended July 4, 2026, compared to an income tax expense of $2.9 million recorded in the six months ended June 28, 2025, an increase in tax expense of $146.4 million, which was primarily due to an increase in pre-tax income. The effective tax rates for the six months ended July 4, 2026 and June 28, 2025 was 22.1% and (43.9)%, respectively. The effective tax rate for the six months ended July 4, 2026 differed slightly from the federal statutory rate of 21% due primarily to biofuel tax incentives, the relative mix of earnings among jurisdictions with different tax rates (including foreign withholding taxes and state income taxes) and certain losses that provided no tax benefit. The effective tax rate for the six months ended June 28, 2025 differed from the federal statutory rate of 21% due primarily to biofuel tax incentives, the relative mix of earnings among jurisdictions with different tax rates (including foreign withholding taxes and state income taxes) and certain losses that provided no tax benefit. The Company’s effective tax rate excluding the impact of the biofuel tax incentives and discrete items was 28.2% for the six months ended July 4, 2026, compared to (2.4)% for the six months ended June 28, 2025.

Non-U.S. GAAP Measures

For discussion of the reasons the Company’s management believes the following Non-GAAP financial measures provide useful information to investors and the purposes for which the Company’s management uses such measures, see “Results of Operation - Three Months Ended July 4, 2026 Compared to the Three Months Ended June 28, 2025 - Non-U.S. GAAP Measures.”

Reconciliation of Net Income/(Loss) to (Non-GAAP) Adjusted EBITDA to (Non-GAAP) Pro Forma Adjusted EBITDA to Foreign Currency and to (Non-GAAP) Combined Adjusted EBITDA

First Six Months of Fiscal 2026 as compared to First Six Months of Fiscal 2025

| (dollars in thousands) | Six Months Ended / July 4,2026 | Six Months Ended / June 28,2025 |
| --- | --- | --- |
| Net income/(loss) attributable to Darling | $521,625 | $(13,499) |
| Depreciation and amortization | 261,089 | 244,897 |
| Interest expense | 109,643 | 109,840 |
| Income tax expense | 149,264 | 2,911 |
| Restructuring and asset impairment charges | 4,297 | — |
| Acquisition and integration costs | 18,188 | 4,917 |
| Change in fair value of contingent consideration | — | 18,024 |
| Foreign currency loss/(gain) | (3,351) | 49 |
| Other expense, net | 4,928 | 3,193 |
| Loss on early retirement of debt | — | 2,978 |
| Equity in net (income)/loss of Diamond Green Diesel | (457,393) | 24,523 |
| Equity in net income of other unconsolidated subsidiaries | (4,800) | (5,154) |
| Net income attributable to non-controlling interests | 4,700 | 3,950 |
| Adjusted EBITDA (Non-GAAP) | $608,190 | $396,629 |
| Foreign currency exchange impact (1) | (18,478) | — |
| Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) | $589,712 | $396,629 |
| DGD Adjusted EBITDA (Darling’s Share) (Non-GAAP) | $540,373 | $48,683 |
| Combined Adjusted EBITDA (Non-GAAP) | $1,148,563 | $445,312 |

(1) The average rates for the six months ended July 4, 2026 were €1.00:$1.17, R$1.00:$0.19 and C$1.00:$0.73 as compared to the average rates for the six months ended June 28, 2025 of €1.00:$1.09, R$1.00:$0.17 and C$1.00:$0.71, respectively.

## Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Market risks affecting the Company include exposures to changes in prices of the finished products the Company sells, interest rates on debt, availability of raw material supplies and the price of natural gas and diesel fuel used in the Company’s plants. Raw materials available to the Company are impacted by seasonal factors, including holidays, when raw material volume declines; warm weather, which can adversely affect the quality of raw material processed and finished products produced; and cold weather, which can impact the collection of raw material. Predominantly all of the Company’s finished products are commodities that are generally sold at prices prevailing at the time of sale. Additionally, with the acquisition of foreign entities we are exposed to foreign currency exchange risks, imposition of currency controls and the possibility of currency devaluation.

The Company makes limited use of derivative instruments to manage cash flow risks related to interest rates, natural gas usage, diesel fuel usage, inventory, forecasted sales and foreign currency exchange rates. Interest rate swaps are entered into with the intent of managing overall borrowing costs by reducing the potential impact of increases in interest rates on floating-rate long-term debt. Natural gas swaps and options are entered into with the intent of managing the overall cost of natural gas usage by reducing the potential impact of seasonal weather demands on natural gas that increases natural gas prices. Heating oil swaps and options are entered into with the intent of managing the overall cost of diesel fuel usage by reducing the potential impact of seasonal weather demands on diesel fuel that increases diesel fuel prices. Soybean meal forwards and options are entered into with the intent of managing the impact of changing prices for poultry meal sales. Corn options and future contracts are entered into with the intent of managing U.S. forecasted sales of BBP by reducing the impact of changing prices. Foreign currency forward contracts are entered into to mitigate the foreign exchange rate risk for transactions designated in a currency other than the local functional currency. The Company intends to take physical delivery of the commodities under certain of the Company’s natural gas and diesel fuel instruments and accordingly, these contracts are not subject to the requirements of fair value accounting because they qualify as normal purchases. At July 4, 2026, the Company had foreign exchange forward and option contracts and interest rate swaps outstanding that qualified and were designated for hedge accounting as well as corn option contracts, soybean meal option contracts, soybean oil option contracts, other commodity forward contracts and foreign currency forward contracts that did not qualify and were not designated for hedge accounting.

In fiscal 2023, the Company designated interest rate swaps as cash flow hedges of the interest rate risk on a portion of its outstanding variable rate debt. Due to a change in the terms of the underlying debt instruments, the hedging relationships were dedesignated in June 2025. The cumulative gain of approximately $4.1 million, previously recognized in accumulated other comprehensive loss related to the cash flow hedges was reclassified to interest expense upon dedesignation. In July 2025, the Company designated interest rate swaps as cash flow hedges. The notional amount of the swaps at July 4, 2026 totaled $300.0 million. Under the contracts, the Company is obligated to pay a weighted average rate of 3.420% while receiving the 1-month SOFR rate. Under terms of the interest rate swaps, the Company hedges a portion of its variable rate debt into the second quarter of 2027. At July 4, 2026, the aggregate fair value of these interest rate swaps was approximately $3.0 million and was recorded in other current assets on the balance sheet, with an offset recorded in accumulated other comprehensive loss. At January 3, 2026, the aggregate fair value of these interest rate swaps was approximately $2.2 million and was recorded in other current assets, accrued expenses, and noncurrent liabilities on the balance sheet, with an offset recorded in accumulated other comprehensive loss.

In fiscal 2025 and fiscal 2026, the Company entered into foreign exchange forward contracts that are considered cash flow hedges. Under the terms of the foreign exchange contracts, the Company hedged a portion of its forecasted sales in currencies other than the functional currency through the fourth quarter of fiscal 2027. As of July 4, 2026 and January 3, 2026, the aggregate fair value of these foreign exchange contracts was approximately $10.7 million and $15.3 million, respectively. As of July 4, 2026, approximately $12.3 million is included in other current assets, approximately $1.2 million is included in accrued expenses and approximately $0.4 million is included in noncurrent liabilities on the balance sheet, with an offset recorded in accumulated other comprehensive loss. As of January 3, 2026, approximately $15.4 million is included in other current assets and approximately $0.1 million is included in accrued expenses on the balance sheet, with an offset recorded in accumulated other comprehensive loss.

The Company may enter into corn forward and option contracts, soybean meal forward and option contracts and heating oil swap and option contracts from time to time. There were not any open designated corn, soybean meal or heating oil contracts entered into by the Company at July 4, 2026.

As of July 4, 2026, the Company had the following outstanding forward contract amounts that were entered into to hedge foreign currency transactions in currencies other than the functional currency and forecasted transactions in currencies other than the functional currency (in thousands):

| Functional Currency / Type | Functional Currency / Amount | Contract Currency / Type | Contract Currency / Amount | Range of / Hedge rates | U.S. / Equivalent |
| --- | --- | --- | --- | --- | --- |
| Brazilian real | 614,959 | Euro | 95,937 | 5.88 - 7.06 | $118,922 |
| Brazilian real | 1,733,663 | U.S. dollar | 311,588 | 5.08 - 7.29 | 311,588 |
| Euro | 51,787 | U.S. dollar | 59,452 | 1.14 - 1.18 | 59,452 |
| Euro | 119,452 | Polish zloty | 512,300 | 4.25 - 4.30 | 136,605 |
| Euro | 10,891 | Japanese yen | 2,006,668 | 183.06 - 185.19 | 12,455 |
| Euro | 43,010 | Chinese renminbi | 335,170 | 7.73 - 7.92 | 49,186 |
| Euro | 43,744 | Australian dollar | 71,950 | 1.63 - 1.66 | 50,026 |
| Euro | 3,189 | British pound | 2,755 | 0.86 | 3,647 |
| Polish zloty | 51,692 | Euro | 12,038 | 4.29 | 13,794 |
| Japanese yen | 133,467 | U.S. dollar | 826 | 161.16 - 162.00 | 826 |
| U.S. dollar | 424 | Japanese yen | 68,538 | 161.49 | 424 |
| Australian dollar | 382 | U.S. dollar | 263 | 0.69 | 263 |
|  |  |  |  |  | $757,188 |

The above foreign currency contracts that are not designated as hedges had an aggregate fair value of approximately $4.2 million and are included in other current assets and accrued expenses at July 4, 2026.

The Company had corn option contracts, soybean meal option contracts, soybean oil option contracts and other commodity contracts that are marked to market because they did not qualify for hedge accounting at July 4, 2026. These contracts have an aggregate fair value of approximately $5.0 million and are included in other current assets at July 4, 2026.

As of July 4, 2026, the Company had forward purchase agreements in place for purchases of approximately $216.9 million of natural gas and diesel fuel and approximately $37.8 million of other commitments during the next five years. As of July 4, 2026, the Company had forward purchase agreements in place for purchases of approximately $208.8 million of finished product during the next five years.

Foreign Exchange

The Company has significant international operations and is subject to certain opportunities and risks, including currency fluctuations. As a result, the Company is affected by changes in foreign currency exchange rates, particularly with respect to the euro, Brazilian real, Canadian dollar, Australian dollar, Chinese renminbi, British pound, Polish zloty, and Japanese yen.

## Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. As defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, disclosure controls and procedures are controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based on management’s evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting. As required by Exchange Act Rule 13a-15(d), the Company’s management, including the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation

of the Company’s internal control over financial reporting to determine whether any change occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Based on that evaluation, there has been no change in the Company’s internal control over financial reporting during the last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect the Company’s internal control over financial reporting.

During the second quarter of 2026, the Company acquired UPI Bovinos NewCo. The Company is currently in the process of integrating this acquisition pursuant to the Sarbanes-Oxley Act of 2002. The Company is evaluating changes to processes, information technology systems and other components of internal controls over financial reporting as part of the ongoing integration activities, and as a result, certain controls will be periodically changed. The Company believes, however, it will be able to maintain sufficient controls over the substantive results of its financial reporting throughout the integration process. The Bovinos Acquisition will be excluded from management's assessment of the Company’s internal control over financial reporting for fiscal 2026, as permitted under SEC regulations.

DARLING INGREDIENTS INC. AND SUBSIDIARIES

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JULY 4, 2026

PART II: Other Information

## Item 1. LEGAL PROCEEDINGS

The information required by this Item 1 is contained within Note 18 (Contingencies) on pages 26 through 27 of this Form 10-Q and is incorporated herein by reference.

## Item 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 3, 2026, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties that are not currently known or that are currently deemed to be immaterial may also materially and adversely affect our business operations and financial condition or the market price of our common stock.

## Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 5, 2026, the Company’s Board of Directors refreshed and increased the Company’s previously announced share repurchase program up to an aggregate of $1.0 billion of the Company’s Common Stock depending on market conditions. During the first six months of fiscal 2026 (prior to the refresh), the Company repurchased approximately $73.4 million, including commissions, worth of its common stock in the open market. As of July 4, 2026, the Company had approximately $386.9 million remaining under the share repurchase program (prior to the refresh).

The following table is a summary of equity securities purchased by the Company during the second quarter of fiscal 2026.

**ISSUER PURCHASES OF EQUITY SECURITIES**

| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share (2) | Total Number of Shares Purchased as part of Publicly Announced Plans or Programs (4) | Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased Under the Plan or Programs at End of Period. |
| --- | --- | --- | --- | --- |
| April 2026: |  |  |  |  |
| April 5, 2026 through May 2, 2026 | — | — | — | $460,274,904 |
| May 2026: |  |  |  |  |
| May 3, 2026 through May 30, 2026 | 1,135,032 | 63.17 | 1,127,161 | 389,588,698 |
| June 2026: |  |  |  |  |
| May 31, 2026 through July 4, 2026 | 46,812 | 57.47 | 46,812 | 386,898,230 |
| Total | 1,181,844 | 62.22 | 1,173,973 | $386,898,230 |

(1) All shares purchased during the second quarter were acquired by the Company pursuant to the announced share repurchase program (other than shares withheld for taxes on restricted stock, restricted stock units, performance units and exercised options and the strike price on exercised options).

(2) The average price paid per share is calculated on a trade date basis and excludes commissions.

(3) Includes 7,871 shares withheld for the exercise of options and taxes on restricted stock, restricted stock units, performance units and options. The 1,173,973 shares were repurchased at an average of $61.34 per share.

(4) Represents purchases made during the quarter under the authorization from the Company’s Board of Directors, as announced, to repurchase up to an aggregate of $500.0 million of the Company’s common stock over the period ending August 13, 2026. On August 5, 2026, the Company’s Board of Directors refreshed and increased the amount of the program up to an aggregate of $1.0 billion.

## Item 5. OTHER INFORMATION

Rule 10b5-1 Plan Adoptions and Modifications

None.

## Item 6. EXHIBITS

The following exhibits are filed herewith:

|  |  |
| --- | --- |
| 10.1 | Form of Global Performance Unit Award Agreement under the 2026 Omnibus Incentive Plan effective August 2026 (filed herewith). |
| 10.2 | Form of Global Restricted Stock Unit Award Agreement under the 2026 Omnibus Incentive Plan effective August 2026 (filed herewith). |
| 10.3 | Non-Employee Director Compensation Program effective May 2026 (filed herewith). |
| 31.1 | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Randall C. Stuewe, the Chief Executive Officer of the Company. |
| 31.2 | Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, of Robert W. Day, the Chief Financial Officer of the Company. |
| 32 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Randall C. Stuewe, the Chief Executive Officer of the Company, and of Robert W. Day, the Chief Financial Officer of the Company. |
| 101 | Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of July 4, 2026 and January 3, 2026; (ii) Consolidated Statements of Operations for the three and six months ended July 4, 2026 and June 28, 2025; (iii) Consolidated Statements of Comprehensive Income/(Loss) for the three and six months ended July 4, 2026 and June 28, 2025; (iv) Consolidated Statements of Stockholders' Equity for the six months ended July 4, 2026 and June 28, 2025; (v) Consolidated Statements of Cash Flows for the six months ended July 4, 2026 and June 28, 2025 and (vi) Notes to the Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DARLING INGREDIENTS INC.

Date: August 7, 2026 By: /s/ Robert W. Day

Robert W. Day

Chief Financial Officer

(Principal Financial Officer and Duly Authorized Officer)

---

## EX-10.1

SEC source: [ex101-formofglobalperforma.htm](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/ex101-formofglobalperforma.htm)

GLOBAL FORM

Exhibit 10.1

DARLING INGREDIENTS INC.  

PERFORMANCE UNIT AWARD AGREEMENT

SECTION 1. GRANT OF AWARD.

On the terms and conditions set forth in this Performance Unit Award Agreement, including Appendix A and B attached hereto (together with any applicable terms contained in any other Addendum hereto, this “Agreement”), Darling Ingredients Inc. (the “Company”) hereby grants to the undersigned individual (the “Grantee”) performance-based restricted stock units (the “Performance Units”) as specified below, each of which represents a contingent right to acquire a share of common stock of the Company, $0.01 par value per share (a “Share”) at a future date after such Performance Unit has become vested, with a target opportunity equal to _________ Performance Units (the “Target Award”).

This award is granted under and subject to the terms of the Darling Ingredients Inc. 2026 Omnibus Incentive Plan (the “Plan”), which is incorporated herein by this reference. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

SECTION 2. VESTING.

(a)General. Subject to the requirements of Sections 2(b) and 2(c), the Grantee shall vest in his or her Performance Units based on the achievement of the performance-based conditions, as determined pursuant to Appendix A of this Agreement.

(b)Written Certification of Performance Results. Following the end of the Performance Period, the Committee shall determine the vesting percentage in accordance with the terms of this Agreement. The vesting and settlement of the Performance Units is conditioned on the Committee first certifying in writing the performance results for the applicable Performance Period.

(c)Employment Requirement. No Performance Units shall become earned and vested following the Grantee’s separation from Service during the Performance Period, except as expressly provided in Section 2(d) below.

(d)Termination of Service. Except as otherwise provided in this Section, if the Grantee’s Service terminates prior to the end of the Performance Period for any reason, then the Performance Units shall be immediately forfeited.

(i)Termination Due to Death or Disability. If the Grantee’s Service terminates as a result of the Grantee’s death or Disability prior to the end of the Performance Period, then the Grantee shall vest in a prorated portion of the Target Award, with such proration determined by multiplying the Target Award by the Pro-Rata Fraction. Subject to Sections 3(b) and 4(n), within 60 days following the date of the Grantee’s termination of Service due to death or Disability, the Company shall issue or deliver Shares for the number of Performance Units that vest pursuant to this Section 2(d)(i) to the Grantee or Grantee’s beneficiary, as applicable.

(ii)Termination without Cause, for Good Reason or due to Retirement. If the Company terminates the Grantee’s Service without Cause, the Grantee terminates his or her Service for Good Reason or the Grantee’s Service terminates due to

1

Retirement prior to the end of the Performance Period, then the Grantee shall be eligible to vest in a prorated portion of the Performance Units, with such proration determined by multiplying the number of Performance Units determined based on actual performance through the end of the Performance Period, as determined in accordance with Appendix A, by the Pro-Rata Fraction; provided, however, that if the Grantee’s Service terminates due to Retirement after providing six-months’ advance written notice of Retirement to the Company, then the number of Performance Units that are eligible to vest shall not be adjusted for the Pro-Rata Fraction. Subject to Sections 3(b) and 4(n), the vested Performance Units shall be settled in Shares within 60 days following the end of the Performance Period; provided, however, if the Grantee becomes eligible to receive a pro-rata award pursuant to this Section 2(d) and a Change of Control occurs following such termination of Service and prior to the end of the Performance Period, then the Grantee shall be eligible to vest in a prorated portion of the Performance Units, with such proration determined by multiplying the number of Performance Units determined based on the deemed attainment level of the performance goals as determined in accordance with Section 2(e), by the Pro-Rata Fraction, and the vested Performance Units shall be settled within thirty (30) days following such Change of Control; provided, however, that if the Grantee’s Service terminates due to Retirement after providing six-months’ advance written notice of Retirement to the Company, then the number of Performance Units that are eligible to vest shall not be adjusted for the Pro-Rata Fraction.

(e)Change of Control. If a Change of Control occurs prior to the end of the Performance Period, then the number of Performance Units that are eligible for vesting shall be based on the greater of (i) the projected level of performance through the end of the Performance Period, as determined by the Committee prior to the date of the Change of Control based on performance through the date of such determination, and (ii) the Target Award, and the Performance Units shall be settled as follows: (A) if the Grantee remains in continuous Service through the end of the Performance Period, then the vested Performance Units shall be settled in accordance with Section 3(a), and (B) if, prior to the end of the Performance Period and following such Change of Control, the Grantee’s continuous Service is terminated by the Company without Cause, due to death or Disability, by the Grantee for Good Reason or Grantee’s Service terminates due to Retirement, then the vested Performance Units shall be settled within 60 days following such termination of Service, subject to Sections 3(b) and 4(n). Notwithstanding the foregoing, if the Performance Units are not effectively assumed or continued by the surviving or acquiring corporation in such Change of Control (as determined by the Committee prior to the date of the Change of Control), then the vested Performance Units shall, subject to Section 3(b) be distributed within thirty (30) days of such Change of Control; provided, however, if the Performance Units constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Change of Control was not a “change in control event” within the meaning of Section 409A of the Code or to the extent distribution would be impermissible under Section 409A of the Code, then the vested Performance Units shall be settled upon the earlier to occur of (A) the date specified in Section 3(a) and (B) the date Grantee’s Service terminates, subject to Sections 3(b) and 4(n).

(f)Fractional Shares. Only a whole number of Shares will be issued in respect of vested Performance Units. If the number of Performance Units that are scheduled to vest pursuant

2

to Appendix A is with respect to a fractional number of Shares, such number of Shares shall be rounded down to the nearest whole number, with any fractional portion forfeited.

(g)Forfeiture. To the extent any of the Performance Units fail to vest under this Section 2, then such Performance Units shall be immediately forfeited and all of the Grantee’s rights to receive Shares pursuant to such Performance Units shall immediately terminate without any payment of consideration by the Company.

SECTION 3. SETTLEMENT.

(a)Settlement in Shares. Subject to Sections 2, 3(b) and 4(n) of this Agreement, settlement of the vested Performance Units, if any, shall be effected in the form of issuance of whole Shares to the Grantee, as soon as practicable following the end of the Performance Period (but in any event, subject to Section 3(b), no later than the March 15th occurring immediately following the end of the Performance Period). Such issuance or delivery shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall pay all original issue or transfer taxes or duties and all fees and expenses incident to such issuance or delivery, except as otherwise provided in Section 3(b). Prior to the issuance to the Grantee of Shares with respect to the vested Performance Units, the Grantee shall have no direct or secured claim in any specific assets of the Company or in such Shares, and will have the status of a general unsecured creditor of the Company.

(b)Withholding Requirements.

(i)Regardless of any action the Company takes with respect to any or all income tax, payroll tax, social security contributions and/or any other employment-related taxes and/or other tax-related withholding (but excluding any transfer taxes or duties) (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that the Company (A) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the award made under this Agreement, including the grant or vesting of the Performance Units, the subsequent sale of Shares; and (B) does not commit to structure the terms of the grant or any aspect of this award to reduce or eliminate the Grantee’s liability for Tax-Related Items.

(ii)Prior to the settlement of any vested Performance Units, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee’s wages or other cash compensation paid to the Grantee by the Company. Alternatively, or in addition, to the extent permissible under applicable law, the Grantee may elect to satisfy his or her tax obligations by one of the following methods: (A) a check or cash payment to the Company, (B) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Shares having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Tax-Related Items, (C) authorizing the Company to withhold whole Shares which would otherwise be issued or transferred to the Grantee having an aggregate Fair

3

Market Value, determined as of the Tax Date, equal to the Tax-Related Items or (D) any combination of (A), (B) and (C). Shares to be delivered to the Company or withheld may not have a Fair Market Value in excess of the minimum amount of the Tax-Related Items (or such greater withholding amount to the extent permitted by applicable accounting rules without resulting in variable accounting treatment). The Company may refuse to issue and deliver Shares in payment of any vested Performance Units if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items as described in this Section 3(b).

(c)Tax Indemnification. Notwithstanding the provisions of Section 3(b) above, each Grantee (in respect of himself or herself only) indemnifies the Company and each of its Subsidiaries, and holds the Company and each of its Subsidiaries harmless against and from any and all liability for any taxes or payments in respect of taxes (including social security and national insurance contributions, to the extent permitted by applicable law), arising as a result of, in connection with or in respect of the grant, purchase, vesting of, or other dealing in the Performance Units granted or issued pursuant to this Agreement, the acquisition, sale or other dealing in the Shares delivered or to be delivered to the Grantee pursuant to this Agreement.

SECTION 4. MISCELLANEOUS PROVISIONS.

(a)Data Privacy and Other Acknowledgments. By accepting the award provided for in this Agreement, the Grantee acknowledges and agrees that such award is subject to the provisions regarding data privacy and additional acknowledgments set forth in Appendix B. The Grantee shall review the provisions of Appendix B carefully. The Company reserves the right to impose other requirements on the award to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the award and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

(b)Grantee Representations. The Grantee hereby represents to the Company that the Grantee has read and fully understands the provisions of the Agreement and the Plan and the Grantee’s decision to participate in the Plan is completely voluntary. Further, the Grantee acknowledges that the Grantee is relying solely on his or her own advisors with respect to the tax consequences of this award.

(c)Regulatory Restrictions on the Performance Units. Notwithstanding any provision of this Agreement or the Plan, the obligation of the Company to issue Shares in connection with the grant of Performance Units shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Shares pursuant to this Agreement prior to the satisfaction of all legal requirements relating to the issuance of such Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.

(d)No Right to Continued Service. Nothing in this Agreement or the Plan shall confer upon the Grantee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any affiliated entity employing or retaining the Grantee) or of the Grantee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

4

(e)No Right as a Stockholder.

(i)The Performance Units constitute an unfunded and unsecured obligation of the Company. The Grantee shall not have any rights of a stockholder of the Company with respect to any Shares underlying the Performance Units unless and until Shares are issued in settlement of the Performance Units. Upon such issuance of Shares, the Grantee shall be the record owner of the Shares unless and until such Shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a stockholder of the Company (including voting rights).

(ii)Subject to Section 3(b), if a cash dividend is paid with respect to the Shares underlying the Performance Units, then the Target Award or, for dividends paid prior to settlement of the vested Performance Units in accordance with Section 3(a), the vested Performance Units shall increase by (A) the product of the total number of Shares subject to the Target Award or the vested Performance Units, as applicable, immediately prior to the dividend payment date multiplied by the dollar amount of the cash dividend immediately prior to such dividend payment date, divided by (B) the Fair Market Value of a Share as of the applicable dividend payment date, such amount rounded down to the nearest whole number. Any such additional Shares shall be subject to the same vesting conditions and payment terms as applicable to the underlying Performance Units as provided in this Agreement.

(f)Beneficiary. The Grantee may designate a beneficiary to receive settlement in connection with the Performance Units in the event of the Grantee’s death in accordance with the Company’s beneficiary designation procedures, as in effect from time to time. If the Grantee does not designate a beneficiary, or if the Grantee’s designated beneficiary does not survive the Grantee, then the Grantee’s beneficiary will be the Grantee’s estate.

(g)Notification. Any notification required by the terms of this Agreement shall be given in writing and shall be deemed effective (i) upon personal delivery; (ii) upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid; or (iii) upon the Company’s sending of an email to the Grantee. A notice shall be addressed to the Company at its principal executive office and to the Grantee at the postal address that he or she most recently provided to the Company or at his or her Service email address, if any.

(h)Entire Agreement. This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) relating to the subject matter hereof. In the event of a conflict between any provision of the Plan and this Agreement, the Plan shall control.

(i)Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

(j)Nontransferability of Award. The Performance Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of prior to the date such Performance Units are settled under Section 3 above, except as may be permitted by the Plan or as otherwise permitted by the Committee in its sole discretion or pursuant to rules adopted by the Committee in accordance with the Plan. Any attempt to dispose of the

5

Performance Units or any interest in the Performance Units in a manner contrary to the restrictions set forth in this Agreement shall be void and of no effect.

(k)Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Grantee, the Grantee’s assigns and the legal representatives, heirs and legatees of the Grantee’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

(l)Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, as such laws are applied to contracts entered into and performed in such state, without regard to principles of conflict of law.

(m)Award Subject to Clawback. This award and any Shares acquired pursuant to this award are subject to forfeiture, recovery by the Company or other action pursuant to any applicable clawback or recoupment policy which the Company may adopt from time to time, including without limitation the Company’s Policy on Recoupment of Incentive Compensation, effective October 2, 2023, or as otherwise required by law.

(n)Compliance With Section 409A of the Code. This Agreement and the Performance Units granted hereunder are intended to be exempt from or comply with Section 409A of the Code, and shall be interpreted and construed accordingly. To the extent this Agreement provides for the Performance Units to become vested and be settled upon the Grantee’s termination of Service, the applicable Shares shall be transferred to the Grantee or his or her beneficiary upon the Grantee’s “separation from service,” within the meaning of Section 409A of the Code; provided that if the Performance Units constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Holder is a “specified employee,” within the meaning of Section 409A of the Code and subject to Section 409A of the Code, then such Shares shall be transferred to the Grantee or his or her beneficiary upon the earlier to occur of (i) the six-month anniversary of such separation from service and (ii) the date of the Grantee’s death.

SECTION 5. DEFINITIONS.

(a)“Cause” shall mean, with respect to the Grantee,

(i)any conviction or plea of nolo contendere to a felony;

(ii)any willful misconduct by the Grantee in connection with the performance of the Grantee’s Service for the Company, including, without limitation, (A) misappropriation of funds of the Company, (B) harassment of or discrimination against individuals on account of gender, race, religion, national origin or disability or retaliation against an individual for making any claim that the Grantee has so harassed or discriminated against such individual or (C) breach of a written policy of the Company; or

(iii)any disclosure of confidential or proprietary information of the Company or breach of any confidentiality, non-competition or non-solicitation covenant made by the Grantee for the benefit of the Company; provided, however, Grantee understands that (A) nothing contained in this Agreement limits Grantee’s ability to report possible violations of law or regulation to, or file a charge or complaint with, the

6

Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (“Government Agencies”), (B) nothing contained in this Agreement limits Grantee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company, and (C) nothing contained in this Agreement shall limit Grantee’s ability under applicable United States federal law to (x) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (y) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(b)“Disability” shall mean that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment as determined by the Board of Directors in its sole discretion.

(c)“Good Reason” shall be defined as that term is defined in the Grantee’s offer letter or other applicable employment agreement with the Company, if any; or, if there is no such definition, “Good Reason” shall mean the occurrence of any of the following events without the Grantee’s consent, provided that the Grantee has complied with the Good Reason Process: (i) a material diminution in the Grantee’s responsibility, authority or duty; (ii) a material diminution in the Grantee’s base salary except for across-the-board salary reductions based on the Company and its Subsidiaries’ financial performance similarly affecting all or substantially all management employees of the Company and its Subsidiaries; or (iii) the relocation of the office at which the Grantee was principally employed as of the date of this Agreement to a location more than fifty (50) miles from the location of such office, or the Grantee being required to be based anywhere other than such office, except to the extent the Grantee was not previously assigned to a principal location and except for required travel on business to an extent substantially consistent with the Grantee’s business travel obligations as of the date of this Agreement.

(d)“Good Reason Process” shall mean that (i) the Grantee reasonably determines in good faith that a Good Reason condition has occurred; (ii) the Grantee notifies the Company in writing of the occurrence of the Good Reason condition within sixty (60) days of such occurrence; (iii) the Grantee cooperates in good faith with the Company’s efforts, for a period of not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist following the Cure Period; and (v) the Grantee has a termination of Service within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, and the Grantee has a termination of Service due to such condition (notwithstanding its cure), then the Grantee will not be deemed to have had a termination of Service for Good Reason.

(e)“Pro-Rata Fraction” shall mean a fraction with the numerator equal to the Grantee’s days of Service starting from the beginning of the Performance Period and ending on the date of termination of Service, and the denominator equal to the total number of calendar days in the Performance Period.

7

(f)“Retirement” means the Grantee’s Service terminates after the attainment of (i) at least 55 years of age with at least ten years of Service or (ii) at least 65 years of age; provided, however, Retirement shall not be deemed to have occurred if the Grantee’s Service is terminated by the Company for Cause, including termination of the Grantee’s Service for Cause following the Grantee’s written notice of Retirement to the Company.

(g)“Service” shall mean service as an employee of the Company or any of its Subsidiaries or Affiliates or as a member of the Board of Directors.

This award is conditioned upon the Grantee’s acceptance of the provisions set forth in this Agreement within 90 days after the Agreement is presented to the Grantee for review. If the Grantee fails to accept the award within such 90-day period, the award shall be null and void, and the Grantee’s rights in the award shall immediately terminate without any payment of consideration by the Company.

Darling Ingredients Inc.

By:

Date:

Grantee

Name:

Target Award: ____________________

8

---

## EX-10.2

SEC source: [ex102-formofglobalrestrict.htm](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/ex102-formofglobalrestrict.htm)

GLOBAL RSU FORM

Exhibit 10.2

DARLING INGREDIENTS INC.

2026 Omnibus Incentive Plan

Notice of Restricted Stock Unit Grant

Grantee: ____________________

Restricted Stock Units: You have been awarded a restricted stock unit award with respect to ________ shares of common stock, par value $0.01 per share, of the Company, subject to adjustment as provided in the Plan.

Grant Date: ____________________

Vesting Commencement Date: One-year anniversary of the Grant Date

Vesting Schedule:Except as set forth in the Agreement, this award shall vest in accordance with the following schedule, subject to the Grantee’s continued Service with the Company as of the applicable vesting date:

| Vesting Date | Percentage That Vests |
| --- | --- |
| Vesting Commencement Date | 33-1/3% |
| First anniversary of Vesting Commencement Date | 33-1/3% (total 66-2/3%) |
| Second anniversary of Vesting Commencement Date | 33-1/3% (total 100%) |

This award is governed by the terms and conditions of the Darling Ingredients Inc. 2026 Omnibus Incentive Plan (the “Plan”) and the Restricted Stock Unit Agreement attached hereto, including Appendix A attached thereto (together with any applicable terms contained in any other Addendum thereto, the “Agreement”), both of which are hereby made a part of this document (this “Notice”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan and/or the Agreement. In the event of a conflict between any provisions of the Plan, the Agreement and/or this Notice, the Plan shall control, or, if the Plan should be inapplicable, then the Agreement shall control.

By signing below, the Grantee acknowledges receipt of this restricted stock unit award and the terms set forth herein.

Grantee: Darling Ingredients Inc.

By:

Name:

Title:

1

GLOBAL RSU FORM

DARLING INGREDIENTS INC.  

RESTRICTED STOCK UNIT AWARD AGREEMENT

SECTION 1. GRANT OF AWARD.

(a)Restricted Stock Units. On the terms and conditions set forth in this Restricted Stock Unit Award Agreement, including Appendix A attached hereto (together with any applicable terms contained in any other Addendum hereto, this “Agreement”) and each Notice of Restricted Stock Unit Grant referencing this Agreement (each, a “Notice”), the Company grants to the Grantee on the Grant Date restricted stock units with respect to a number of Shares, all as set forth in the applicable Notice. Each Notice, together with this Agreement, shall be a separate award governed by the terms of this Agreement.

(b)Plan and Defined Terms. This award is granted under and subject to the terms of the Darling Ingredients Inc. 2026 Omnibus Incentive Plan (the “Plan”), which is incorporated herein by this reference. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.

SECTION 2. VESTING.

(a)General. Subject to the terms of this Agreement, the Award shall vest in accordance with the Vesting Schedule set forth on the Notice.

(b)Employment Requirement. No portion of the Award shall vest following the Grantee’s separation from Service.

(c)Termination of Service. Except as otherwise provided in this Section 2(c) or Section 2(d), if the Grantee’s Service terminates for any reason, then any unvested portion of the Award shall be immediately forfeited.

(i)Termination Due to Death or Disability. If the Grantee’s Service terminates as a result of the Grantee’s death or Disability, then any unvested portion of the Award shall vest immediately upon such termination of Service. Subject to Sections 3(b) and 4(n), within 60 days following the date of the Grantee’s termination of Service due to death or Disability, the Company shall issue or deliver Shares for the number of RSUs that vest pursuant to this Section 2(c)(i) to the Grantee or Grantee’s beneficiary, as applicable.

(ii)Termination without Cause or for Good Reason. If the Company terminates the Grantee’s Service without Cause or the Grantee terminates his or her Service for Good Reason, then the Grantee shall vest immediately upon such termination of Service with respect to a prorated portion of the Award, with such proration determined by multiplying the number of RSUs set to vest on the next scheduled vesting date by the Pro-Rata Fraction. Subject to Sections 3(b) and 4(n), the vested RSUs shall be settled in Shares within 60 days following the date of the Grantee’s termination of Service.

(iii)Termination due to Retirement. If the Grantee’s Service terminates due to Retirement (A) on or before the one-year anniversary of the Grant Date, then the

2

GLOBAL RSU FORM

Grantee shall vest immediately upon such termination of Service with respect to a prorated portion of the Award, with such proration determined by multiplying the number of RSUs set to vest on the next scheduled vesting date by the Pro-Rata Fraction, or (B) after the one-year anniversary of the Grant Date, then any unvested RSUs shall vest immediately upon such termination of Service. Subject to Sections 3(b) and 4(n), the vested RSUs shall be settled in Shares within 60 days following the date the Grantee’s Service terminates.

(d)Change of Control. If the Grantee’s continuous Service is terminated by the Company without Cause or by the Grantee for Good Reason, in each case, within two years following a Change of Control, then any unvested RSUs shall vest immediately upon such termination of Service and shall be settled within 60 days following such termination of Service, subject to Sections 3(b) and 4(n). Notwithstanding the foregoing, if the RSUs are not effectively assumed or continued by the surviving or acquiring corporation in such Change of Control (as determined by the Committee prior to the date of the Change of Control), then the RSUs shall vest in full as of such Change of Control and shall, subject to Section 3(b), be distributed within thirty (30) days of such Change of Control; provided, however, if the RSUs constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Change of Control was not a “change in control event” within the meaning of Section 409A of the Code or to the extent distribution would be impermissible under Section 409A of the Code, then the vested RSUs shall be settled upon the earlier to occur of (A) the Vesting Schedule set forth in the Notice and (B) the Grantee’s termination of Service, subject to Sections 3(b) and 4(n).

(e)Fractional Shares. Only a whole number of Shares will be issued in respect of vested RSUs. If the number of RSUs that are scheduled to vest pursuant to Section 2(a) is with respect to a fractional number of Shares, the number of RSUs that vest shall be rounded down to the nearest whole number, and the fractional RSUs will be accumulated so that the resulting whole RSU will be included in the number of RSUs that become vested on the last vesting date.

(f)Forfeiture. To the extent any of the RSUs fail to vest under this Section 2, then such RSUs shall be immediately forfeited and all of the Grantee’s rights to receive Shares pursuant to such RSUs shall immediately terminate without any payment of consideration by the Company.

3

GLOBAL RSU FORM

SECTION 3. SETTLEMENT.

(a)Settlement in Shares. Except as otherwise provided for in Section 2 and subject to Sections 3(b) and 4(n) of this Agreement, settlement of the vested RSUs, if any, shall be effected in the form of issuance of whole Shares to the Grantee, within 60 days following the applicable vesting date. Such issuance or delivery shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall pay all original issue or transfer taxes or duties and all fees and expenses incident to such issuance or delivery, except as otherwise provided in Section 3(b). Prior to the issuance to the Grantee of Shares with respect to the vested RSUs, the Grantee shall have no direct or secured claim in any specific assets of the Company or in such Shares, and will have the status of a general unsecured creditor of the Company.

(b)Withholding Requirements.

(i)Regardless of any action the Company takes with respect to any or all income tax, payroll tax, social security contributions and/or any other employment-related taxes and/or other tax-related withholding (but excluding any transfer taxes or duties) (“Tax-Related Items”), the Grantee acknowledges that the ultimate liability for all Tax-Related Items owed by the Grantee is and remains the Grantee’s responsibility and that the Company (A) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the award made under this Agreement, including the grant or vesting of the RSUs, the subsequent sale of Shares, or any cash payment in respect of any Dividend Equivalents; and (B) does not commit to structure the terms of the grant or any aspect of this award to reduce or eliminate the Grantee’s liability for Tax-Related Items.

(ii)Prior to the settlement of any vested RSUs or any cash payment in respect of any Dividend Equivalents, the Grantee shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company. In this regard, the Grantee authorizes the Company to withhold all applicable Tax-Related Items legally payable by the Grantee from the Grantee’s wages or other cash compensation paid to the Grantee by the Company. Alternatively, or in addition, to the extent permissible under applicable law, the Grantee may elect to satisfy his or her tax obligations by one of the following methods: (A) a check or cash payment to the Company, (B) delivery to the Company (either actual delivery or by attestation procedures established by the Company) of previously owned whole Shares having an aggregate Fair Market Value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Tax-Related Items, (C) authorizing the Company to withhold whole Shares which would otherwise be issued or transferred to the Grantee having an aggregate Fair Market Value, determined as of the Tax Date, equal to the Tax-Related Items or (D) any combination of (A), (B) and (C). Shares to be delivered to the Company or withheld may not have a Fair Market Value in excess of the minimum amount of the Tax-Related Items (or such greater withholding amount to the extent permitted by applicable accounting rules without resulting in variable accounting treatment). The Company may refuse to issue and deliver Shares in payment of any vested RSUs if the Grantee fails to

4

GLOBAL RSU FORM

comply with the Grantee’s obligations in connection with the Tax-Related Items as described in this Section 3(b).

(c)Tax Indemnification. Notwithstanding the provisions of Section 3(b) above, each Grantee (in respect of himself or herself only) indemnifies the Company and each of its Subsidiaries, and holds the Company and each of its Subsidiaries harmless against and from any and all liability for any taxes or payments in respect of taxes (including social security and national insurance contributions, to the extent permitted by applicable law), arising as a result of, in connection with or in respect of the grant, purchase, vesting of, or other dealing in the RSUs granted or issued pursuant to this Agreement, the acquisition, sale or other dealing in the Shares delivered or to be delivered to the Grantee pursuant to this Agreement, and/or the payment of any amounts in respect of Dividend Equivalents pursuant to this Agreement.

SECTION 4. MISCELLANEOUS PROVISIONS.

(a)Data Privacy and Other Acknowledgments. By accepting the award provided for in this Agreement, the Grantee acknowledges and agrees that such award is subject to the provisions regarding data privacy and additional acknowledgments set forth in Appendix A. The Grantee shall review the provisions of Appendix A carefully. The Company reserves the right to impose other requirements on the award to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the award and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

(b)Grantee Representations. The Grantee hereby represents to the Company that the Grantee has read and fully understands the provisions of the Agreement and the Plan and the Grantee’s decision to participate in the Plan is completely voluntary. Further, the Grantee acknowledges that the Grantee is relying solely on his or her own advisors with respect to the tax consequences of this award.

(c)Regulatory Restrictions on the RSUs. Notwithstanding any provision of this Agreement or the Plan, the obligation of the Company to issue Shares in connection with the grant of RSUs shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Shares pursuant to this Agreement prior to the satisfaction of all legal requirements relating to the issuance of such Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.

(d)No Right to Continued Service. Nothing in this Agreement or the Plan shall confer upon the Grantee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any affiliated entity employing or retaining the Grantee) or of the Grantee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

(e)No Right as a Stockholder.

(i)The RSUs constitute an unfunded and unsecured obligation of the Company. The Grantee shall not have any rights of a stockholder of the Company with respect to any Shares underlying the RSUs unless and until Shares are issued in settlement of the RSUs. Upon such issuance of Shares, the Grantee shall be the record owner of

5

GLOBAL RSU FORM

the Shares unless and until such Shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a stockholder of the Company (including voting rights).

(ii)The Award includes a right to Dividend Equivalents equal to the value of any dividends paid on the Shares for which the dividend record date occurs between the Grant Date and the date the Award is settled or forfeited. Subject to vesting and Section 3(b), each Dividend Equivalent entitles the Grantee to receive the equivalent cash value of any such dividends paid on the number of Shares underlying the Award that are outstanding during such period. Dividend Equivalents will be accrued (without interest) and will be subject to the same conditions as the Shares to which they are attributable, including, without limitation, the vesting conditions and the provisions governing the time and form of settlement of the Award.

(f)Beneficiary. The Grantee may designate a beneficiary to receive settlement in connection with the RSUs in the event of the Grantee’s death in accordance with the Company’s beneficiary designation procedures, as in effect from time to time. If the Grantee does not designate a beneficiary, or if the Grantee’s designated beneficiary does not survive the Grantee, then the Grantee’s beneficiary will be the Grantee’s estate.

(g)Notification. Any notification required by the terms of this Agreement shall be given in writing and shall be deemed effective (i) upon personal delivery; (ii) upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid; or (iii) upon the Company’s sending of an email to the Grantee. A notice shall be addressed to the Company at its principal executive office and to the Grantee at the postal address that he or she most recently provided to the Company or at his or her Service email address, if any.

(h)Entire Agreement. This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) relating to the subject matter hereof. In the event of a conflict between any provision of the Plan and this Agreement, the Plan shall control.

(i)Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

(j)Nontransferability of Award. The RSUs may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of prior to the date such RSUs are settled under Section 3 above, except as may be permitted by the Plan or as otherwise permitted by the Committee in its sole discretion or pursuant to rules adopted by the Committee in accordance with the Plan. Any attempt to dispose of the RSUs or any interest in the RSUs in a manner contrary to the restrictions set forth in this Agreement shall be void and of no effect.

(k)Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Grantee, the Grantee’s assigns and the legal representatives, heirs and legatees of the Grantee’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

6

GLOBAL RSU FORM

(l)Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, as such laws are applied to contracts entered into and performed in such state, without regard to principles of conflict of law.

(m)Award Subject to Clawback. This award and any Shares acquired pursuant to this award are subject to forfeiture, recovery by the Company or other action pursuant to any applicable clawback or recoupment policy which the Company may adopt from time to time, including without limitation any applicable provisions of the Company’s Policy on Recoupment of Incentive Compensation, effective October 2, 2023, or as amended, or as otherwise required by law.

(n)Compliance With Section 409A of the Code. This Agreement and the RSUs granted hereunder are intended to be exempt from or comply with Section 409A of the Code, and shall be interpreted and construed accordingly and each payment hereunder shall be considered a separate payment. To the extent this Agreement provides for the RSUs to become vested and be settled upon the Grantee’s termination of Service, the applicable Shares shall be transferred to the Grantee or his or her beneficiary upon the Grantee’s “separation from service,” within the meaning of Section 409A of the Code; provided that if the RSUs constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Holder is a “specified employee,” within the meaning of Section 409A of the Code and subject to Section 409A of the Code, then such Shares shall be transferred to the Grantee or his or her beneficiary upon the earlier to occur of (i) the six-month anniversary of such separation from service and (ii) the date of the Grantee’s death.

SECTION 5. DEFINITIONS.

(a)“Cause” shall mean, with respect to the Grantee,

(i)any conviction or plea of nolo contendere to a felony;

(ii)any willful misconduct by the Grantee in connection with the performance of the Grantee’s Service for the Company, including, without limitation, (A) misappropriation of funds of the Company, (B) harassment of or discrimination against individuals on account of gender, race, religion, national origin or disability or retaliation against an individual for making any claim that the Grantee has so harassed or discriminated against such individual or (C) breach of a written policy of the Company; or

(iii)any disclosure of confidential or proprietary information of the Company or breach of any confidentiality, non-competition or non-solicitation covenant made by the Grantee for the benefit of the Company; provided, however, Grantee understands that (A) nothing contained in this Agreement limits Grantee’s ability to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other federal, state or local governmental agency or commission (“Government Agencies”), (B) nothing contained in this Agreement limits Grantee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency,

7

GLOBAL RSU FORM

including providing documents or other information, without notice to the Company, and (C) nothing contained in this Agreement shall limit Grantee’s ability under applicable United States federal law to (x) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (y) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(b)“Disability” shall mean that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment as determined by the Board of Directors in its sole discretion.

(c)“Good Reason” shall be defined as that term is defined in the Grantee’s offer letter or other applicable employment agreement with the Company, if any; or, if there is no such definition, “Good Reason” shall mean the occurrence of any of the following events without the Grantee’s consent, provided that the Grantee has complied with the Good Reason Process: (i) a material diminution in the Grantee’s responsibility, authority or duty; (ii) a material diminution in the Grantee’s base salary except for across-the-board salary reductions based on the Company and its Subsidiaries’ financial performance similarly affecting all or substantially all management employees of the Company and its Subsidiaries; or (iii) the relocation of the office at which the Grantee was principally employed as of the date of this Agreement to a location more than fifty (50) miles from the location of such office, or the Grantee being required to be based anywhere other than such office, except to the extent the Grantee was not previously assigned to a principal location and except for required travel on business to an extent substantially consistent with the Grantee’s business travel obligations as of the date of this Agreement.

(d)“Good Reason Process” shall mean that (i) the Grantee reasonably determines in good faith that a Good Reason condition has occurred; (ii) the Grantee notifies the Company in writing of the occurrence of the Good Reason condition within sixty (60) days of such occurrence; (iii) the Grantee cooperates in good faith with the Company’s efforts, for a period of not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist following the Cure Period; and (v) the Grantee has a termination of Service within sixty (60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, and the Grantee has a termination of Service due to such condition (notwithstanding its cure), then the Grantee will not be deemed to have had a termination of Service for Good Reason.

(e)“Pro-Rata Fraction” shall mean a fraction with the numerator equal to the Grantee’s days of Service starting from the most recent vesting date preceding the date of the termination of Service (or Grant Date if no vesting date has occurred as of the date of such termination) and ending on the date of termination of Service, and the denominator equal to 365.

(f)“Retirement” means the Grantee’s Service terminates after the attainment of (i) at least 55 years of age with at least ten years of Service or (ii) at least 65 years of age; provided, however, Retirement shall not be deemed to have occurred if the Grantee’s Service is terminated by the Company for Cause.

(g)“Service” shall mean service as an employee of the Company or any of its Subsidiaries or Affiliates or as a member of the Board of Directors.

8

APPENDIX A

1. DATA PRIVACY

By accepting this award, you hereby acknowledge the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, your employer and the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Restricted Stock Units and/or Other Stock-Based Award which have been awarded to you under this Agreement (collectively, the “Stock Awards”), to comply with statutory obligations and to handle any questions, correspondence or disputes as may arise in the context hereof.

You understand that the Company and your employer hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of any entitlement to shares of stock or equivalent benefits awarded, canceled, vested, unvested or outstanding in your favor (“Data”), for the purpose of implementing, administering and managing the Stock Awards under this Agreement and in accordance with applicable laws, and that the processing of Data is necessary for such purpose. You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Stock Awards, that these recipients may be located in your country or elsewhere (including outside of the European Economic Area), and that the recipient’s country may have different data privacy laws and protections from your country. You understand that such (international) transfer is necessary for the performance of this Agreement. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You understand that Data will be held only as long as is necessary to implement, administer and manage the Stock Awards. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or, where relevant, refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand that under certain circumstances you also have the right to access, rectification or erasure of Data processed by your employer, as well as the right to object to or request the limiting of the processing of Data processed by your employer and to lodge a complaint with the competent supervisory authority.

2. ADDITIONAL ACKNOWLEDGEMENTS

By entering into this award agreement and accepting the grant of Stock Awards evidenced hereby, you acknowledge, understand and agree that:

(a)the Stock Awards are granted voluntarily by the Company, are discretionary in nature and may be modified, suspended or terminated by the Company at any time;

(b)the grant of Stock Awards is voluntary and occasional and does not create any contractual or other right to receive future awards or benefits in lieu of Stock Awards, even if such awards have been awarded in the past;

(c)all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

9

(d)the grant of Stock Awards shall not create a right to further employment with your employer and shall not interfere with the ability of your employer to terminate your employment relationship at any time, with or without Cause;

(e)you are voluntarily accepting the grant of Stock Awards;

(f)the Stock Awards and any payment made pursuant to the Stock Awards are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or welfare benefits or similar payments, and in no event should be considered as compensation for, or in any way relating to, past services for the Company or any of its Subsidiaries;

(g)in accepting the grant of Stock Awards, you expressly recognize that the Stock Awards are an award made solely by the Company, with principal offices at 5601 N. MacArthur Blvd., Irving, TX 75038, U.S.A., the Company is solely responsible for the administration of the Plan and the Agreement (collectively, the “Plan Documents”) and your participation in the Plan Documents; in the event that you are an employee of a Subsidiary, the Stock Awards and your participation in the Plan Documents will not be interpreted to form an employment contract or relationship with the Company; furthermore, the Stock Awards will not be interpreted to form an employment contract with any Subsidiary;

(h)the future value of the Company shares which may be delivered in settlement of the Stock Awards (to the extent earned) is unknown and cannot be predicted with certainty;

(i)no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Awards resulting from termination of your employment by the Company or your employer (for any reason whatsoever and regardless of whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) or recoupment of all or any portion of any payment made pursuant to the Stock Awards as provided by any applicable Company policy on recoupment of incentive compensation and, in consideration of the grant of the Stock Awards to which you are not otherwise entitled, you irrevocably agree never to institute any claim against the Company or your employer, waive your ability, if any, to bring any such claim, and release the Company and your employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan Documents, you shall be deemed irrevocably to have agreed not to pursue such claim, and you agree to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(j)for purposes of the Stock Awards, your employment will be considered terminated as of the date you are no longer actively employed and providing services to the Company or one of its Subsidiaries, and your right, if any, to earn and be paid any portion of the Stock Awards (and any related Dividend Equivalents) pursuant to this Agreement after such termination of employment (for any reason whatsoever and regardless of whether or not such termination is later found to be invalid or in breach of the employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) will be measured by the date you cease to be actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period mandated under the employment laws in the

10

jurisdiction where you are employed or the terms of your employment agreement, if any); the Company, in its sole discretion, shall determine when you are no longer actively employed for purposes of the Stock Awards (including whether you may still be considered actively employed while on an approved leave of absence);

(k)you are solely responsible for investigating and complying with any exchange control laws applicable to you in connection with any payment made pursuant to Stock Awards and/or the payment of cash Dividend Equivalents, if any;

(l)unless otherwise provided in the Plan Documents or by the Company in its discretion, the Stock Awards and the benefits evidenced by this award agreement do not create any entitlement to have the Stock Awards or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s common stock;

(m)neither your employer, the Company nor any of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Awards or any payment made pursuant to the Stock Awards; and

(n)the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Stock Awards. You are hereby advised to consult with your personal tax, legal and financial advisors regarding the Stock Awards before taking any action in relation thereto.

3. LANGUAGE

If you have received this Agreement or any other document related to the Plan Documents translated into a language other than English and if the meaning of the translated version differs from the English version, the English version shall control.

11

GENERAL ADDENDUM

COUNTRY-SPECIFIC TERMS AND CONDITIONS

1.Terms and Conditions

1.1This addendum includes additional terms and conditions that (unless otherwise stated below) govern the award provided for in this Agreement granted to the Grantee under the Plan if the Grantee is employed in, resident in, a citizen of, or otherwise subject to tax in one of the countries listed below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and/or this Agreement.

1.2If the Grantee is a citizen or resident of a country, or otherwise subject to tax in another country other than the one in which he or she is currently working and/or residing, transfers to another country after the date of grant of the award provided for in this Agreement, or is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall be applicable to the Grantee.

1.3In addition, the Grantee is advised to seek appropriate professional advice as to how the applicable laws in his or her country may apply to his or her situation.

12

BELGIUM

1.Application

This Addendum shall apply to any Grantee (a) that is employed in, resident in, a citizen of, or otherwise subject to tax in Belgium; or (b) in circumstances where the Company, in exercising its discretion in accordance with paragraph 1.2 of the General Addendum, determines this Addendum shall apply to the Grantee.

2.General

2.1. Notwithstanding any other provision of this Agreement, the Grantee acknowledges, understands and agrees that the offer to grant the award made under this Agreement to the Grantee:

a)is a personal offer that:

(i)may only be accepted by the Grantee; and

(ii)is made to the Grantee because the Grantee is employed in the Company’s business (be it directly or through an affiliate of the Company) in Belgium;

b)is made by the Company on reliance of the above warranty given by the Grantee.

3.Grantee's commitments

Notwithstanding any other terms contained in this Agreement and / or the Plan, the Grantee cannot transfer the RSUs inter vivos, (i.e. in any manner other than by will or by the laws of descent or distribution, intestacy or court order, with no consideration furnished by the transferee for the transfer).

4.Grantee's acknowledgements.

4.1.The Grantee acknowledges and authorizes the Company and its affiliates (more in particular, but not limited to, any affiliate located or tax resident in Belgium) to make any tax withholding or withholding for social security contributions it is required to make under Belgian Law.

4.2.Any tax due or payable by a Grantee, and where legally required social security contributions and withholding taxes due by the Company and any of its affiliates (more in particular, but not limited to, any affiliate located or tax resident in Belgium), in connection with the Plan, including in connection with the acquisition, through issue or otherwise, ownership, cancellation and/or alienation of, and any distributions and/or other proceeds in relation to, directly or indirectly, the RSUs or the Shares, shall be entirely for the account and be for the sole risk of the Grantee.

13

4.3.The Grantee acknowledges that benefits granted under this Agreement and / or the Plan (including a.o. the grant of the RSUs) may be reported for taxation purposes where required under Belgian laws whereby the value of the RSUs for tax purposes (the "Taxable Benefit") shall be determined on the basis of the Law of 26 March 1999 (i.e. the Act on the Belgian Action Plan for Employment 1998 and containing various provisions).

5.Employment law aspects

5.1.Notwithstanding anything otherwise contained in this Agreement or the Plan:

a)The grant of the RSUs and Grantee's participation in the Plan are voluntary and occasional and do not create any contractual or other acquired right for the Grantee to receive any future grants of awards, or benefits in lieu of awards, even if awards have been granted in the past;

b)The RSUs acquired under the Plan and the income and value of same, are non-essential employment conditions. Therefore, any modification to the Plan, any termination of the Plan or any decision not to grant any RSUs to the Grantee shall not constitute a change of the essential terms and conditions of the Grantee's employment contract and/or employment relationship;

c)The future value of the RSUs is unknown, indeterminable, and cannot be predicted with certainty. As a consequence, the Company or any of its affiliates are not responsible for any decrease in the value of any RSUs under the Plan;

d)For purposes of the RSUs, the employment contract of the Grantee will be considered terminated as of the effective termination date of the employment contract, meaning: (i) if the employment contract is terminated with a notice period: the date on which the notice period expires, (ii) if the employment contract is terminated with payment of an indemnity in lieu of notice: immediately; and unless otherwise expressly provided in this Agreement or determined by the Company, Grantee's right to vest in the RSUs under the Plan, if any, will terminate as of such date.

14

Brazil

1. Application

This Addendum shall apply to any Grantee (a) that is employed in, resident in, a citizen of, or otherwise subject to tax in Brazil; or (b) in circumstances where the Company, in exercising its discretion in accordance with paragraph 1.2 of the General Addendum, determines this Addendum shall apply to the Grantee.

2. Definitions

Notwithstanding anything else contained in this Agreement:

"Disability" shall mean: “any situation of invalidity or incapacity of the Grantee, dully declared by the Social Security Bureau (INSS), that substantially prevents him/her from fulfilling employment duties as he/she did prior to the event that caused such situation”; and

"Cause" shall mean: “any reason and/or cause such as to justify termination of employment as per article 482 of the Brazilian Labor Code (CLT), which include: theft; direct order disobedience, non-compliance with the Company’s internal rules and policies, among others.”

15

Canada

1.Application

This Addendum shall apply to any Grantee (a) that is employed in, resident in, a citizen of, or otherwise subject to tax in Canada; or (b) in circumstances where the Company, in exercising its discretion in accordance with paragraph 1.2 of the General Addendum, determines this Addendum shall apply to the Grantee.

2.Use of Information

For the purposes of managing and administering the arrangements under the Agreement, we may share basic information such as information concerning your eligibility, grants, settlement or vesting in accordance with this Agreement with and between other entities in the Darling group including, but not limited to, the Company which is located in the US. We may also share this information with service providers that may assist in administering the arrangements under the Agreement, as well as with relevant government authorities.

16

---

## EX-10.3

SEC source: [ex103-darlingdirectorcompe.htm](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/ex103-darlingdirectorcompe.htm)

Effective May 7, 2026

Exhibit 10.3

DARLING INGREDIENTS INC.

Non-Employee Director Compensation Program

1.Purpose. This Non-Employee Director Compensation Program (the “Program”) is adopted by the Board of Directors (the “Board”) of Darling Ingredients Inc. (the “Company”). This Program is adopted pursuant to the Darling Ingredients Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”). Capitalized terms defined in the 2026 Plan that are used herein without being defined shall have the same meanings as set forth in the 2026 Plan.

2.Participants. Each Non-Employee Director shall participate in the Program (each, a “Participant”).

3.Restricted Stock Units.

3.1 Grant.

(a)Immediately following the conclusion of the Company’s annual meeting of stockholders (the “Annual Meeting”) in each year, and subject to the availability of shares of common stock of the Company, $0.01 par value per share (“Common Stock”), under the 2026 Plan, each Participant elected to the Board at such Annual Meeting shall, automatically and without necessity of any action by the Board or any committee thereof, receive the number of Restricted Stock Units equal to the quotient of (i) the grant value approved by the Board (which grant value shall remain in effect until modified by the Board) divided by (ii) the Fair Market Value of a share of Common Stock on the date of the grant (reduced to the nearest whole number) (such number of Restricted Stock Units, the “Annual RSU Grant Amount”), subject to the terms and conditions of this Program and the 2026 Plan. A Restricted Stock Unit is the right, subject to the terms and conditions of the Program and the 2026 Plan, to receive a distribution of a share of Common Stock, pursuant to Section 3.7 below.

(b)Each Participant elected or appointed on a date other than the date of an Annual Meeting shall, on the date the Non-Employee Director commences service on the Board and automatically and without necessity of any action by the Board or any committee thereof, receive a pro-rated grant for the number of Restricted Stock Units (reduced to the nearest whole number) equal to (i) the product of (A) the Annual RSU Grant Amount applicable to the immediately preceding Annual Meeting, multiplied by (B) the quotient of (1) the number of days before the next Annual Meeting divided by (2) the number of days from the immediately preceding Annual Meeting until the next regularly scheduled Annual meeting divided by (ii) the Fair Market Value of a share of Common Stock on the date of the grant (reduced to the nearest whole number); provided, however, if the next Annual Meeting date has not been approved by the Board at the time of grant, for purposes of this calculation it should be assumed that 365 days will elapse between the two Annual Meetings.

3.2Restricted Stock Unit Agreement. Each Restricted Stock Unit grant shall be subject to the Company’s standard form of restricted stock unit agreement applicable to non-employee directors, the terms of which are approved by the Board or Committee as applicable (the “RSU Agreement”).

3.3Restricted Stock Unit Account. The Company shall maintain an account (“RSU Account”) on its books in the name of each Participant, which shall reflect the number of Restricted Stock Units awarded to a Participant that the Participant is eligible to receive under this Program and which have not yet been distributed to the Participant in accordance with Section 3.7 hereof.

3.4Dividend Equivalents. Upon the payment of any cash dividend on Common Stock occurring during the period preceding the distribution of a Participant’s Restricted Stock Unit award pursuant to Section 3.7 below, the Company shall accrue and credit to the Participant’s RSU Account a number of Restricted Stock Units having a Fair Market Value as of the date such dividend is paid equal to the cash dividends that would have been paid with respect to such Restricted Stock Unit if it were an outstanding Share (the “Dividend Equivalents”). Any dividends or distributions on Shares paid other than in cash shall accrue in the Participant’s RSU Account and shall vest at the same time as the Restricted Stock Units in respect of which they are made (in each case in the same form, based on the same record date and at the same time, as such dividend or other distribution is paid on such Shares). No interest or earnings shall be credited with respect to the Dividend Equivalents. Such Dividend Equivalents shall be subject to the same forfeiture, vesting, and distribution provisions of this Program applicable to the Restricted Stock Units to which such Dividend Equivalents relate.

3.5Forfeiture. Except as set forth in Section 3.6 or the underlying RSU Agreement, if a Participant incurs a Separation from Service, as defined below, prior to the Vesting Date, as defined below, the Participant’s Restricted Stock Units shall be forfeited and revert to the Company, and the Company shall have no obligation to pay any Dividend Equivalents pursuant to Section 3.4 above with respect to the forfeited Restricted Stock Units. The Company shall have no further obligation to such a Participant under the Program with respect to such Restricted Stock Units. For purposes of this Program, the term “Separation from Service” shall mean the date on which the Participant’s membership on the Board terminates for any reason, including resignation or retirement.

3.6Vesting. Except as set forth in the RSU Agreement, a Participant shall become 100% vested in the Restricted Stock Units granted hereunder upon the date (the “Vesting Date”) that is the earliest to occur of (a) the one-year anniversary of the Grant Date (the “Regular Vesting Date”), (b) the date of the Participant’s death, Disability or Retirement, and (c) the date of a Change in Control, provided that the Participant has not incurred a Separation from Service prior to the earliest of the foregoing three events; provided, however, if the Participant has a Separation from Service for any reason other than death, Disability or Retirement before the Regular Vesting Date, the Participant shall become vested in a prorated portion of the

2

Restricted Stock Units as of the date of such Separation from Service based on the number of days from the Grant Date to the date of Separation from Service divided by 365, and any Restricted Stock Units not so vested shall be forfeited.

(a)For purposes of this Program, “Disability” shall mean that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment as determined by the Board in its sole discretion; provided, however, that the Participant shall recuse himself or herself from the determination as to his or her own Disability.

(b)For purposes of this Program, “Retirement” shall mean the Participant’s separation from the Board due to the decision of the Participant to not stand for re-election as a Non-Employee Director, provided that the Participant completes his or her current term as a Non-Employee Director by serving as a Non-Employee Director through the date of the Annual Shareholders Meeting following the Grant Date.

3.7Distribution. Subject to the terms of any RSU Agreement or any deferral election completed by the Participant and Section 409A of the Code, the Restricted Stock Units shall be payable to the Participant in a single lump sum payment within sixty (60) days following the Participant’s Separation from Service. For each calendar year, a Participant may elect, in writing by December 31 of the year preceding the applicable calendar year to defer the Restricted Stock Units to be granted to the Participant during such calendar year; provided, however, an individual who becomes a Non-Employee Director for the first time after a calendar year has commenced may make a deferral election, prior to the date the individual becomes a Non-Employee Director, with respect to all or a portion of the Restricted Stock Units that are granted after the date of such election.

3.8Adjustment. All Restricted Stock Units provided under the Program are subject to adjustment in accordance with the provisions of Section 4.4 of the 2026 Plan.

3.9Availability of Shares. If on any grant date, the number of shares of Common Stock which would otherwise be granted in the form of Restricted Stock Units granted under the Program shall exceed the number of shares of Common Stock then remaining available under the 2026 Plan, the available shares shall be allocated to Participants pro-rata in proportion to the number of shares subject to Restricted Stock Units that Participants would otherwise be entitled to receive, and the remaining portion of their Restricted Stock Unit grant shall be granted in the form of cash compensation, subject to the same vesting and payment terms as set forth in this Section 3.

4.Cash Compensation.

4.1General. The Company shall pay each Participant an annual cash retainer of $115,000 per calendar year (the “Annual Cash Retainer”). In addition to the

3

Annual Cash Retainer, (i) Participants serving as the Chair of the Audit Committee or the Chair of the Compensation Committee are entitled to an additional $25,000 cash payment per calendar year, Participants serving as the Chair of the Sustainability Committee are entitled to an additional $20,000 cash payment per calendar year, and Participants serving as the Chair of the Nominating and Corporate Governance Committee are entitled to an additional $15,000 cash payment per calendar year (the “Chairperson Retainers”) and (ii) the Company’s Lead Director is entitled to an additional $95,000 cash payment per calendar year (the “Lead Director Retainer” and, together with the Annual Cash Retainer and Chairperson Retainers, the “Cash Compensation”). Subject to Section 4.2, the Cash Compensation shall be paid quarterly in arrears (but in any event no later than the March 15th immediately following the conclusion of the applicable year). If a Participant dies prior to receiving his or her Cash Compensation for a particular quarter, such Cash Compensation shall be distributed to the Participant’s Beneficiary or, in the absence of a Beneficiary, to the Participant’s estate. For purposes of determining the amount of such quarterly payment(s), a Participant who serves on the Board or a committee for a portion of the applicable quarter, whether due to appointment or leaving the Board or applicable committee, shall be entitled to a pro rata portion of the Cash Compensation based on the number of days served on the Board or applicable committee during such quarter. The amount of Cash Compensation set forth in this Section 4.1 shall remain in effect until modified by the Board and the amounts set forth herein shall be automatically updated, without any action or amendment of this Program required, to reflect the Cash Compensation as subsequently modified by the Board.

4.2Deferrals. For each calendar year, a Participant may elect, in writing by December 31 of the year preceding the applicable calendar year, to (i) receive the Cash Compensation payable in cash quarterly, as specified in Section 4.1, or (ii) defer the Cash Compensation in the form of fully-vested Deferred Stock Units which constitute “Other Stock-Based Awards” granted pursuant to Article 8 of the 2026 Plan; provided, however, an individual who becomes a Non-Employee Director for the first time after a calendar year has commenced may make a deferral election, prior to the date the individual becomes a Non-Employee Director, with respect to all or a portion of the Cash Compensation that is earned after the date of such election.

If a Participant does not affirmatively make an election (or fails to make a timely election) with respect to the Cash Compensation, then all of such Cash Compensation will be payable in the form of cash, as specified in Section 4.1.

4.3Deferred Stock Unit Account. The Company shall maintain an account (“DSU Account”) on its books in the name of each Participant, which shall reflect the number of Deferred Stock Units awarded to a Participant that the Participant is eligible to receive under this Program and which have not yet been distributed to the Participant in accordance with Section 4.2 hereof. The crediting of Deferred Stock Units to the Participant’s DSU Account with respect to the deferral of Cash

4

Compensation pursuant to Section 4.2 shall be made as of the first trading day for the calendar year in which such fees are earned by the Participant (or, in the case of a newly appointed Non-Employee Director that elects to defer his or her Cash Compensation in accordance with Section 4.2, the first trading day on or after the Non-Employee Director commences service on the Board). The number of Deferred Stock Units to be credited shall be equal to the result of dividing the amount deferred for the calendar year by the Fair Market Value of a share of Common Stock on the first trading day for the calendar year in which such fees are earned by the Participant (or, if applicable, the trading day on or after date the Non-Employee Director commences service on the Board) (reduced to the nearest whole number), subject to the terms and conditions of this Program and the 2026 Plan.

4.4Dividend Equivalents. Upon the payment of any cash dividend on Common Stock occurring during the period preceding the distribution of a Participant’s Deferred Stock Unit award pursuant to Section 4.5 below, the Company shall accrue and credit to the Participant’s DSU Account a number of additional Deferred Stock Units equal to the Dividend Equivalents, as calculated in accordance with Section 3.4, with respect to the Deferred Stock Units. No interest or earnings shall be credited with respect to the Dividend Equivalents. The additional Deferred Stock Units associated with the Dividend Equivalents shall be subject to the same distribution provisions of this Program applicable to the Deferred Stock Units to which such Dividend Equivalents relate.

4.5Distribution. Subject to any deferral election completed by the Participant and Section 409A of the Code, the Deferred Stock Units shall be payable to the Participant in a single lump sum payment within sixty (60) days following the Participant’s Separation from Service.

4.6Vesting. A Participant shall become 100% vested in the Deferred Stock Units (and associated Dividend Equivalents) granted hereunder upon December 31 of the calendar year in which the Deferred Stock Units are earned, provided that the Participant has not incurred a Separation from Service prior to such date; provided, however, if the Participant has a Separation from Service for any reason prior to such December 31, the Participant shall become vested in a prorated portion of the Deferred Stock Units (and the associated Dividend Equivalents) as of the date of such Separation from Service based on the number of days from January 1 (or, in the case of a Non-Employee Director who commenced service on the Board during the fiscal year in which such Separation from Service occurs, from the date the Non-Employee Director commences service on the Board) to the date of Separation from Service divided by 365, and any Deferred Stock Units (and the associated Dividend Equivalents) not so vested shall be forfeited; provided, further, if a Participant ceases to serve as a Chair of a Board Committee or as Lead Director prior to December 31, the Participant shall become vested in a prorated portion of the Deferred Stock Units (and the associated Dividend Equivalents) attributable to such service based on the number of days from

5

January 1 to the date the Participant ceased serving as Chair of a Board Committee or Lead Director divided by 365, and any Deferred Stock Units (and the associated Dividend Equivalents) not so vested shall be forfeited.

4.7Adjustment. All Deferred Stock Units (and any associated Dividend Equivalents) provided under the Program are subject to adjustment in accordance with the provisions of Section 4.4 of the 2026 Plan.

4.8Availability of Shares. If on any grant date, the number of shares of Common Stock which would otherwise be granted in the form of Deferred Stock Units granted under the Program shall exceed the number of shares of Common Stock then remaining available under the 2026 Plan, the available shares shall be allocated to Participants pro-rata in proportion to the number of shares subject to Deferred Stock Units that Participants would otherwise be entitled to receive, and the remaining portion of their Deferred Stock Unit grant shall be granted in the form of cash compensation, subject to the same payment terms as set forth in this Section 4.

5.General Provisions.

5.1 Amendment, Suspension or Termination. Subject to the limitations contained in Article 14 of the 2026 Plan, the Board may, at any time amend, suspend or terminate the Program as it deems advisable and in the best interests of the Company.

5.2 No Obligation to Reelect or Reappoint. Nothing in the Program or the 2026 Plan shall be deemed to create an obligation on the part of the Board to nominate a Participant for reelection by the Company’s stockholders or to fill any vacancy upon action of the Board.

5.3 Unfunded Arrangement. The Program shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of the Company for payment of any benefit hereunder. No Participant shall have any interest in any particular assets of the Company or its affiliates by reason of the right to receive a benefit under the Program and any such Participant shall have only the rights of an unsecured creditor of the Company with respect to any rights under the Program.

5.4 Nontransferability. No interest hereunder shall be transferable other than by will, the laws of descent and distribution or pursuant to procedures approved by the Company related to the designation of a Beneficiary pursuant to Section 5.5 below. Except pursuant to the preceding sentence, no interest hereunder may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any award, such award and all rights thereunder shall immediately become null and void.

6

5.5 Designation of Beneficiary. The Participant may file with the Company a written designation (in a form and submitted in a manner acceptable to the Company) of one or more individuals, trustees, trusts or other entities as such holder’s beneficiary or beneficiaries (“Beneficiary”) in the event of the holder’s death.

5.6 Withholding. In the event that federal, state, foreign or local taxes must be withheld from any distribution hereunder, (a) the Company shall deduct from any such distribution in cash the amount of such required withholding and (b) with respect to distributions in shares of Common Stock, subject to such rules and limitations as may be established by the Committee from time to time, withholding obligations, if any, shall be satisfied from one of the following elected by the Participant: (i) by cash payment by the Participant; (ii) through the surrender of shares of Common Stock already owned by the Participant that are acceptable to the Committee; or (iii) through the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Program; provided, however, that such shares under this clause (iii) may be used to satisfy not more than the Company’s minimum statutory withholding obligation, if any (based on minimum statutory withholding rates for applicable tax purposes that are applicable to such taxable income) or such higher withholding rate that is permitted under applicable law and accounting rules.

5.7 Administration. The Program and the 2026 Plan are administered by the Committee. The rights of Participants hereunder are expressly subject to the terms and conditions of the Program and the 2026 Plan, together with such guidelines as have been or may be adopted from time to time by the Committee.

5.8 No Rights as Stockholder. Except as provided herein, Participants shall have no rights as a stockholder with respect to the Restricted Stock Units and/or Deferred Stock Units until the Common Stock subject to such Restricted Stock Units and/or Deferred Stock Units are distributed to the Participant.

5.9 Interpretation. Any interpretation by the Committee of the terms and conditions of the Program, the 2026 Plan or any guidelines shall be final.

5.10 Governing Law. The Program and each award hereunder and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

7

---

## SEC 302 CERTIFICATION

SEC source: [ex311-20260704.htm](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/ex311-20260704.htm)

EXHIBIT 31.1

CERTIFICATION

I, Randall C. Stuewe, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Darling Ingredients Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 7, 2026

/s/ Randall C. Stuewe

-----------------------------------------------

Randall C. Stuewe

Chief Executive Officer

---

## SEC 302 CERTIFICATION

SEC source: [ex312-20260704.htm](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/ex312-20260704.htm)

EXHIBIT 31.2

CERTIFICATION

I, Robert W. Day, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Darling Ingredients Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 7, 2026

/s/ Robert W. Day

-----------------------------------------------

Robert W. Day

Chief Financial Officer

---

## SEC 906 CERTIFICATION

SEC source: [ex32-20260704.htm](https://www.sec.gov/Archives/edgar/data/916540/000091654026000023/ex32-20260704.htm)

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Darling Ingredients Inc. (the “Company”) on Form 10-Q for the period ending July 4, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Randall C. Stuewe, Chief Executive Officer of the Company and Robert W. Day, Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002 (the “Act”), that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

This certification is being furnished solely for purposes of compliance with the Act.

/s/ Randall C. Stuewe /s/ Robert W. Day

Randall C. Stuewe Robert W. Day

Chief Executive Officer Chief Financial Officer

Date: August 7, 2026 Date: August 7, 2026