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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	June 28, 2025
	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 158,185,905 shares of common stock, $0.01 par value, outstanding at August 1, 2025.

DARLING INGREDIENTS INC. AND SUBSIDIARIES

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 28, 2025

TABLE OF CONTENTS


		Page No.
	PART I: FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets	3
	June 28 , 2025 (unaudited) and December 28, 2024

	Consolidated Statements of Operations (unaudited)	4
	Three and Six Months Ended June 2 8 , 2025 and June 29 , 2024

	Consolidated Statements of Comprehensive Income/(Loss) (unaudited)	5
	Three and Six Months Ended June 2 8 , 2025 and June 29 , 2024

	Consolidated Statements of Stockholders' Equity (unaudited)	6
	Six Months Ended June 2 8 , 2025 and June 29 , 2024

	Consolidated Statements of Cash Flows (unaudited)	8
	Six Months Ended June 2 8 , 2025 and June 29 , 2024

	Notes to Consolidated Financial Statements (unaudited)	9

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	58

Item 4.	CONTROLS AND PROCEDURES	60

	PART II: OTHER INFORMATION

Item 1.	LEGAL PROCEEDINGS	61

Item 1A.	RISK FACTORS	61

Item 5.	OTHER INFORMATION	61

Item 6.	EXHIBITS	61

	Signatures	62

DARLING INGREDIENTS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

June 28, 2025 and December 28, 2024

(in thousands, except share data)


	June 28, 2025		December 28, 2024
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	94,577	$	75,973
Restricted cash	27,502		37,579
Accounts receivable, less allowance for credit losses of $15,596 at June 28, 2025 and $16,166 at December 28, 2024	596,456		581,108
Accounts receivable due from related party - Diamond Green Diesel	18,641		9,476
Inventories	605,334		576,837
Prepaid expenses	80,351		81,286
Income taxes refundable	24,050		35,063
Other current assets	48,322		42,114
Total current assets	1,495,233		1,439,436
Property, plant and equipment, less accumulated depreciation of $2,857,332 at June 28, 2025 and $2,579,770 at December 28, 2024	2,786,827		2,713,669
Intangible assets, less accumulated amortization of $648,174 at June 28, 2025 and $567,135 at December 28, 2024	898,820		898,412
Goodwill	2,477,737		2,322,593
Investment in unconsolidated subsidiaries	2,162,232		2,263,709
Operating lease right-of-use assets	232,601		210,692
Other assets	205,275		199,594
Deferred income taxes	16,243		22,368
	$	10,274,968	$	10,070,473
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	51,637	$	133,020
Accounts payable, principally trade	365,740		348,705
Income taxes payable	14,696		9,723
Current operating lease liabilities	66,633		62,761
Accrued expenses	497,991		489,295
Total current liabilities	996,697		1,043,504
Long-term debt, net of current portion	3,928,689		3,908,978
Long-term operating lease liabilities	169,799		152,327
Other non-current liabilities	203,609		208,350
Deferred income taxes	283,341		293,022
Total liabilities	5,582,135		5,606,181
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value; 250,000,000 shares authorized; 175,625,436 and 174,965,834 shares issued at June 28, 2025 and December 28, 2024, respectively	1,756		1,750
Additional paid-in capital	1,727,851		1,720,877
Treasury stock, at cost; 17,439,531 and 16,068,364 shares at June 28, 2025 and December 28, 2024, respectively	(718,920)		(672,710)
Accumulated other comprehensive loss	(396,262)		(684,241)
Retained earnings	3,998,635		4,012,134
Total Darling's stockholders’ equity	4,613,060		4,377,810
Noncontrolling interests	79,773		86,482
Total stockholders' equity	4,692,833		4,464,292
	$	10,274,968	$	10,070,473

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 June 28, 2025 and June 29, 2024

(in thousands, except per share data)

(unaudited)


	Three Months Ended				Six Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net sales to third parties	$	1,189,988	$	1,220,755	$	2,352,630	$	2,394,317
Net sales to related party - Diamond Green Diesel	291,530		234,537		509,482		481,274
Total net sales	1,481,518		1,455,292		2,862,112		2,875,591
Costs and expenses:
Cost of sales and operating expenses (excludes depreciation and amortization, shown separately below)	1,135,601		1,128,421		2,204,844		2,245,087
Loss/(gain) on sale of assets	952		222		1,014		(352)
Selling, general and administrative expenses	138,069		129,731		259,625		268,874

Acquisition and integration costs	3,383		1,130		4,917		5,184
Change in fair value of contingent consideration	12,583		(33,122)		18,024		(58,371)
Depreciation and amortization	121,062		124,605		244,897		252,114
Total costs and expenses	1,411,650		1,350,987		2,733,321		2,712,536
Equity in net income/(loss) of Diamond Green Diesel	6,000		44,197		(24,523)		122,616
Operating income	75,868		148,502		104,268		285,671

Other expense:
Interest expense	(51,873)		(69,225)		(109,840)		(132,101)
Loss on early retirement of debt	(2,978)		—		(2,978)		—
Foreign currency gain/(loss)	1,313		413		(49)		649

Other income/(expense), net	(6,526)		(568)		(3,193)		8,088
Total other expense	(60,064)		(69,380)		(116,060)		(123,364)

Equity in net income of other unconsolidated subsidiaries	2,526		3,017		5,154		5,327
Income/(loss) before income taxes	18,330		82,139		(6,638)		167,634

Income tax expense	4,065		774		2,911		4,681

Net income/(loss)	14,265		81,365		(9,549)		162,953

Net income attributable to noncontrolling interests	(1,604)		(2,499)		(3,950)		(2,930)

Net income/(loss) attributable to Darling	$	12,661	$	78,866	$	(13,499)	$	160,023

Basic income/(loss) per share	$	0.08	$	0.49	$	(0.09)	$	1.00
Diluted income/(loss) per share	$	0.08	$	0.49	$	(0.09)	$	0.99

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 June 28, 2025 and June 29, 2024

(in thousands)

(unaudited)


	Three Months Ended				Six Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net income/(loss)	$	14,265	$	81,365	$	(9,549)	$	162,953
Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments	131,081		(168,038)		250,413		(232,708)
Pension adjustments	4,626		262		4,815		524
Commodities derivative adjustments	(911)		(2,349)		234		(34,107)
Interest rate swap adjustments	(3,067)		(3,240)		(4,302)		837
Foreign exchange derivative adjustments	12,034		(18,789)		31,608		(25,648)
Total other comprehensive income/(loss), net of tax	143,763		(192,154)		282,768		(291,102)
Total comprehensive income/(loss)	$	158,028	$	(110,789)	$	273,219	$	(128,149)
Comprehensive income/(loss) attributable to noncontrolling interests	(2,121)		2,553		(1,261)		4,154
Comprehensive income/(loss) attributable to Darling	$	160,149	$	(113,342)	$	274,480	$	(132,303)

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 June 28, 2025 and June 29, 2024

(in thousands, except share data)

(unaudited)


	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/(loss)	—	—		—		—		—		(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	(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 STOCKHOLDERS’ EQUITY

Six months ended June 28, 2025 and June 29, 2024

(in thousands, except share data)

(unaudited)


	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 30, 2023	159,533,789	$	1,744	$	1,697,787	$	(629,008)	$	(198,346)	$	3,733,254	$	4,605,431	$	88,260	$	4,693,691

Net income	—	—		—		—		—		81,157		81,157		431		81,588



Pension adjustments, net of tax	—	—		—		—		262		—		262		—		262
Commodities derivative adjustments, net of tax	—	—		—		—		(31,758)		—		(31,758)		—		(31,758)
Interest rate swap adjustments, net of tax	—	—		—		—		4,077		—		4,077		—		4,077
Foreign exchange derivative adjustments, net of tax	—	—		—		—		(6,859)		—		(6,859)		—		(6,859)
Foreign currency translation adjustments	—	—		—		—		(65,840)		—		(65,840)		1,170		(64,670)
Issuance of non-vested stock	—	—		47		—		—		—		47		—		47
Stock-based compensation	—	—		12,789		—		—		—		12,789		—		12,789
Treasury stock	(179,955)	—		—		(7,908)		—		—		(7,908)		—		(7,908)
Issuance of common stock	425,723	5		1,726		—		—		—		1,731		—		1,731
Balances at March 30, 2024	159,779,557	$	1,749	$	1,712,349	$	(636,916)	$	(298,464)	$	3,814,411	$	4,593,129	$	89,861	$	4,682,990
Net income	—	—		—		—		—		78,866		78,866		2,499		81,365
Distribution of noncontrolling interest earnings	—	—		—		—		—		—		—		(10,750)		(10,750)


Pension adjustments, net of tax	—	—		—		—		262		—		262		—		262
Commodities derivative adjustments, net of tax	—	—		—		—		(2,349)		—		(2,349)		—		(2,349)
Interest rate swap adjustments, net of tax	—	—		—		—		(3,240)		—		(3,240)		—		(3,240)
Foreign exchange derivative adjustments, net of tax	—	—		—		—		(18,789)		—		(18,789)		—		(18,789)
Foreign currency translation adjustments	—	—		—		—		(168,092)		—		(168,092)		54		(168,038)
Issuance of non-vested stock	—	—		46		—		—		—		46		—		46
Stock-based compensation	—	—		10,708		—		—		—		10,708		—		10,708
Treasury stock	(814,398)	—		—		(29,629)		—		—		(29,629)		—		(29,629)
Issuance of common stock	18,267	—		37		—		—		—		37		—		37
Balances at June 29, 2024	158,983,426	$	1,749	$	1,723,140	$	(666,545)	$	(490,672)	$	3,893,277	$	4,460,949	$	81,664	$	4,542,613

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 June 28, 2025 and June 29, 2024

(in thousands)

(unaudited)


	June 28, 2025		June 29, 2024
Cash flows from operating activities:
Net income/(loss)	$	(9,549)	$	162,953
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation and amortization	244,897		252,114
Loss/(gain) on sale of assets	1,014		(352)


Change in fair value of contingent consideration	18,024		(58,371)
Gain on insurance proceeds from insurance settlements	—		(5,942)
Deferred taxes	(28,225)		(84,927)
Increase in long-term pension liability	5,633		1,045
Stock-based compensation expense	1,652		23,590
Loss on early retirement of debt	2,978		—

Deferred loan cost amortization	2,886		2,790
Equity in net loss/(income) of Diamond Green Diesel and other unconsolidated subsidiaries	19,369		(127,943)
Distributions of earnings from Diamond Green Diesel and other unconsolidated subsidiaries	131,131		—
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable	7,147		212,664
Income taxes refundable/payable	16,312		(12,629)
Inventories and prepaid expenses	14,893		123,271
Accounts payable and accrued expenses	(32,765)		(37,879)
Other	(630)		(39,958)
Net cash provided by operating activities	394,767		410,426
Cash flows from investing activities:
Capital expenditures	(133,943)		(191,728)
Acquisitions, net of cash acquired	—		(116,914)
Investment in Diamond Green Diesel	(40,150)		(90,000)

Loan to Diamond Green Diesel	—		(100,000)
Loan repayment from Diamond Green Diesel	—		100,000

Gross proceeds from disposal of property, plant and equipment and other assets	4,555		5,058
Proceeds from insurance settlement	10,173		5,942
Payments related to routes and other intangibles	(7)		(7)
Net cash used in investing activities	(159,372)		(387,649)
Cash flows from financing activities:
Proceeds from long-term debt	1,081,421		3,925
Payments on long-term debt	(1,572,999)		(29,875)
Borrowings from revolving credit facility	868,809		1,121,915
Payments on revolving credit facility	(486,207)		(1,122,883)
Net cash overdraft financing	(24,840)		32,713
Acquisition hold-back payments	(26,927)		—
Deferred loan costs	(14,053)		—
Issuance of common stock	413		437
Repurchase of common stock	(34,668)		(29,192)
Minimum withholding taxes paid on stock awards	(6,715)		(7,209)

Distributions to noncontrolling interests	—		(2,044)
Net cash used in financing activities	(215,766)		(32,213)
Effect of exchange rate changes on cash	(18,227)		10,578
Net increase in cash, cash equivalents and restricted cash	1,402		1,142
Cash, cash equivalents and restricted cash at beginning of period	217,307		264,450
Cash, cash equivalents and restricted cash at end of period	$	218,709	$	265,592

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

DARLING INGREDIENTS INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 28, 2025

(unaudited)

(1)General

The accompanying consolidated financial statements for the three and six month periods ended June 28, 2025 and June 29, 2024, 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 December 28, 2024.

(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 June 28, 2025, and include the 13 and 26 weeks ended June 28, 2025, and the 13 and 26 weeks ended June 29, 2024.

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 June 28, 2025 and December 28, 2024, 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 June 28, 2025 and December 28, 2024, 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 such amounts shown in the Consolidated Statement of Cash flows is as follows (in thousands):


	June 28, 2025		December 28, 2024
Cash and cash equivalents	$	94,577	$	75,973
Restricted cash	27,502		37,579
Restricted cash included in other long-term assets	96,630		103,755
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	218,709	$	217,307

(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 June 28, 2025 and June 29, 2024, the Company sold approximately $129.1 million and $158.2 million of its trade receivables and incurred approximately $1.5 million and $2.3 million in fees, respectively. For the six months ended June 28, 2025 and June 29, 2024, the Company sold approximately $254.6 million and $295.6 million of its trade receivables and incurred approximately $2.9 million and $4.5 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 19 (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.


	Net Income per Common Share (in thousands, except per share data)
	Three Months Ended
			June 28, 2025					June 29, 2024
	Income		Shares	Per Share		Income		Shares	Per Share
Basic:
Net income attributable to Darling	$	12,661	158,339	$	0.08	$	78,866	159,815	$	0.49
Diluted:
Effect of dilutive securities:
Add: Option shares in the money and dilutive effect of non-vested stock awards			2,467					2,881
Less: Pro forma treasury shares			(1,072)					(991)
Diluted:
Net income attributable to Darling	$	12,661	159,734	$	0.08	$	78,866	161,705	$	0.49



	Net Income/(loss) per Common Share (in thousands, except per share data)
	Six Months Ended
			June 28, 2025					June 29, 2024
	Loss		Shares	Per Share		Income		Shares	Per Share
Basic:
Net Income/(loss) attributable to Darling	$	(13,499)	158,436	$	(0.09)	$	160,023	159,813	$	1.00
Diluted:
Effect of dilutive securities:
Add: Option shares in the money and dilutive effect of non-vested stock awards			—					2,968
Less: Pro forma treasury shares			—					(976)
Diluted:
Net income/(loss) attributable to Darling	$	(13,499)	158,436	$	(0.09)	$	160,023	161,805	$	0.99

For the three months ended June 28, 2025 and June 29, 2024, respectively, no outstanding stock options were excluded from diluted income/(loss) per common share as the effect would be antidilutive. For the three months ended June 28, 2025 and June 29, 2024, respectively, 497,454 and 763,104 shares of non-vested stock and stock equivalents were excluded from diluted income/(loss) per common share as the effect was antidilutive.

For the six months ended June 28, 2025 and June 29, 2024, respectively, 2,177,039 and zero outstanding stock options were excluded from diluted income/(loss) per common share as the effect would be antidilutive. For the six months ended June 28, 2025 and June 29, 2024, respectively, 1,072,630 and 718,563 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 Russia-Ukraine war and the ongoing or emerging conflicts in 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 June 28, 2025, the Company has not observed any impairments of the Company’s assets or a significant change in their fair value due to the Russia-Ukraine war and the ongoing or emerging conflicts in the Middle East or 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, 2025		December 31, 2024
Assets:
Cash	$	163,846	$	353,446
Total other current assets	1,106,712		1,137,821
Property, plant and equipment, net	3,798,391		3,868,943
Other assets	315,491		100,307
Total assets	$	5,384,440	$	5,460,517
Liabilities and members' equity:
Revolver	$	100,000	$	—
Total other current portion of long term debt	30,496		29,809
Total other current liabilities	265,023		319,688
Total long term debt	691,736		707,158
Total other long term liabilities	18,078		17,195
Total members' equity	4,279,107		4,386,667
Total liabilities and members' equity	$	5,384,440	$	5,460,517


	Three Months Ended				Six Months Ended
(in thousands)	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Revenues:
Operating revenues	$	1,097,831	$	1,184,076	$	1,997,740	$	2,595,191
Expenses:
Total costs and expenses less lower of cost or market inventory valuation adjustment and depreciation, amortization and accretion expense	1,119,445		1,014,927		2,096,551		2,174,283
Lower of cost or market (LCM) inventory valuation adjustment	(111,245)		15,866		(202,249)		37,504
Depreciation, amortization and accretion expense	61,529		61,910		129,001		127,200
Total costs and expenses	1,069,729		1,092,703		2,023,303		2,338,987
Operating income/(loss)	28,102		91,373		(25,563)		256,204
Other income	2,181		6,058		5,883		9,278
Interest and debt expense, net	(12,844)		(9,037)		(22,150)		(20,279)
Income/(loss) before income tax expense	17,439		88,394		$	(41,830)	$	245,203
Income tax expense/(benefit)	1,105		—		1,144		(29)
Net income/(loss)	$	16,334	$	88,394	$	(42,974)	$	245,232

As of June 28, 2025, under the equity method of accounting, the Company has an investment in the DGD Joint Venture of approximately $2,082.9 million on the consolidated balance sheet. The Company has recorded equity in net income from the DGD Joint Venture of approximately $6.0 million and $44.2 million for the three months ended June 28, 2025 and June 29, 2024, respectively. The Company has recorded equity in net income/(loss) from the DGD Joint Venture of approximately $(24.5) million and $122.6 million for the six months ended June 28, 2025 and June 29, 2024, 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 (“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 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 21, 2025, the Internal Revenue Service released Notice 2025-37, announcing the 2025 calendar year inflation adjustment factor for several green energy credits added to the Code by the IR Act, including the CFPC. Specifically, the base credit for on-road transportation fuel is increased to $1.06 per gallon (from $1.00 per gallon) and SAF is increased to $1.86 per gallon (from $1.75 per gallon) provided the fuel is produced at a qualified facility meeting the prevailing wage and apprenticeship requirements. These revised base credits, subject to the aforementioned emission reduction percentages, are applicable for on-road transportation fuel and SAF produced and sold in 2025 (i.e., retroactive effective date of January 1, 2025). For the three months ended June 28, 2025 and June 29, 2024, the DGD Joint Venture recorded approximately $140.2 million and $308.2 million of production tax credits and blenders tax credits, respectively. For the six months ended June 28, 2025 and June 29, 2024, the DGD Joint Venture recorded approximately $191.1 million and $639.2 million of production tax credits and blenders tax credits, respectively. The production tax credit and blenders tax credits are recorded as a reduction of cost of sales by the DGD Joint Venture.

In the six months ended June 28, 2025 and June 29, 2024, the Company received approximately $129.5 million and zero in dividend distributions from the DGD Joint Venture, respectively. In the six months ended June 28, 2025 and June 29, 2024, respectively, the Company made approximately $40.2 million and $90.0 million in capital contributions to the DGD Joint Venture. Subsequent to June 28, 2025, the Company made a capital contribution of approximately $57.0 million on June 30, 2025 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

Nextida Joint Venture

On May 12, 2025, the Company signed a non-binding term sheet with Tessenderlo Group NV (“Tessenderlo”) (XBRU: TESB) to form a joint venture. The purpose of the joint venture is to combine the collagen and gelatin businesses of the Company, which businesses operate under the Rousselot brand, and Tessenderlo, which businesses operate under the PB Leiner brand. These businesses will be contributed to a new company called Nextida™. The Company will hold an 85% ownership stake in the joint venture and Tessenderlo will hold the remaining 15% ownership stake. The term sheet covers customary items, including structure, governance, and management of the joint venture. The formation of the joint venture is subject to customary due diligence, negotiation of definitive transaction documents, satisfaction of customary closing conditions, and regulatory approvals.

Miropasz Group

On January 31, 2024, a wholly owned international subsidiary of the Company acquired all of the shares of the Miropasz Group (the “Miropasz Acquisition”), a rendering company in Poland that is now in our Feed Ingredients segment, for a cash purchase price of approximately €105.6 million (approximately $114.3 million USD at the exchange rate of €1.0:USD$1.082198 on the closing date). In addition, the Company incurred a liability of approximately €7.0 million (approximately $7.6 million USD at the exchange rate on the closing date) for acquisition consideration hold-back amount that is 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. The hold-back amount represents a noncash investing activity during the period of acquisition. During the third quarter of fiscal 2024, the Company received approximately $0.2 million from the sellers as a reduction of the purchase price and other immaterial adjustments. The Company recorded assets and liabilities consisting of property, plant and equipment of approximately $21.2 million, identifiable intangibles which includes routes and immaterial land use rights of approximately $34.9 million with a weighted average life of 17 years, other net assets of approximately $2.8 million which includes cash, working capital and net debt, and goodwill of approximately $62.8 million. Goodwill is expected to strengthen the Company’s base Feed Ingredients business and is nondeductible for tax purposes.

Gelnex

On March 31, 2023, the Company acquired all of the shares of Gelnex, a leading global producer of collagen products (the “Gelnex Acquisition”). The Gelnex Acquisition includes a network of five processing facilities in South America and one in the United States. The initial purchase price of approximately $1.2 billion was comprised of an initial cash payment of approximately $1.1 billion, which consisted of a payment of approximately R$4.3 billion Brazilian real (approximately $853.3 million USD at the exchange rate of R$5.08:USD$1.00 on the closing date) and a payment of approximately $243.5 million in USD, subject to various post-closing adjustments in accordance with the stock purchase agreement. In addition, the Company incurred a liability of approximately $104.1 million for acquisition consideration hold-back amount that is 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. The hold-back amount represents a noncash investing activity during the period of acquisition. The Gelnex Acquisition gives us immediate capacity to serve the growing needs of our collagen customers and the growing gelatin market. The initial purchase price was financed by borrowing all of the Company’s term A-3 facility of $300.0 million and term A-4 facility of $500.0 million, with the remainder coming through revolver borrowings under the Amended Credit Agreement. During the third quarter of fiscal 2023, the Company made a cash payment for working capital purchase price adjustment per the stock purchase agreement of approximately $14.1 million with an offset to goodwill. The Company obtained new information about facts and circumstances that existed at the acquisition date during the first quarter of fiscal 2024 that resulted in measurement period adjustments to increase property, plant and equipment by approximately $13.7 million, decrease intangible assets by approximately $9.5 million, decrease goodwill by approximately $9.1 million, increase deferred tax liabilities by approximately $5.1 million, increase deferred tax assets by approximately $8.1 million and a decrease in other assets and liabilities of approximately $0.1 million.

The following table summarizes the final fair value of the assets acquired and the liabilities assumed in the Gelnex Acquisition as of March 31, 2023 (in thousands):


Accounts receivable	$	81,025
Inventories	140,865
Other current assets	3,143
Property, plant and equipment	169,205
Identifiable intangible assets	339,500
Goodwill	542,572
Operating lease right-of-use assets	134
Other assets	2,703
Deferred tax asset	9,067
Accounts payable	(15,059)
Current operating lease liabilities	(26)
Current portion of long-term debt	(44,692)
Accrued expenses	(18,826)
Long-term debt, net of current portion	(1,407)
Long-term operating lease liabilities	(123)
Deferred tax liability	(12,870)
Other noncurrent liabilities	(19)
Purchase price, net of cash acquired	$	1,195,192
Less hold-back	104,145
Cash paid for acquisition, net of cash acquired	$	1,091,047

The $542.6 million of goodwill from the Gelnex Acquisition, which is expected to strengthen the Company’s collagen business and expand its ability to service increased demand of its collagen customer base, is assigned to the Food Ingredients segment. Of the goodwill recorded in the Gelnex Acquisition approximately $425.0 million is deductible for tax purposes. The identifiable intangible assets include $331.0 million in customer relationships with a weighted average life of 11.4 years and $8.5 million in trade name with a life of five years for a total weighted average life of approximately 11.3 years.

The Company incurred acquisition and integration costs of approximately $3.4 million and $1.1 million for the three months ended June 28, 2025 and June 29, 2024, respectively. The Company incurred acquisition and integration costs of approximately $4.9 million and $5.2 million for the six months ended June 28, 2025 and June 29, 2024, respectively.

(5) Inventories

A summary of inventories follows (in thousands):


	June 28, 2025		December 28, 2024
Finished product	$	348,486	$	335,116
Work in process	100,817		92,762
Raw material	40,103		38,117
Supplies and other	115,928		110,842
	$	605,334	$	576,837

(6) Intangible Assets

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

is as follows (in thousands):


	June 28, 2025		December 28, 2024
Indefinite Lived Intangible Assets:
Trade names	$	54,068	$	51,050
	54,068		51,050
Finite Lived Intangible Assets:
Routes	748,559		714,801
Customer relationships	307,642		278,920
Permits	329,697		316,038
Non-compete agreements	60		60
Trade names	84,070		82,401
Royalties, product development, patents, consulting, land use rights and leasehold	22,898		22,277

	1,492,926		1,414,497
Accumulated Amortization:
Routes	(292,432)		(254,164)
Customer relationships	(63,722)		(44,476)
Permits	(209,852)		(189,500)
Non-compete agreements	(38)		(33)
Trade names	(75,103)		(72,549)
Royalties, product development, patents, consulting, land use rights and leasehold	(7,027)		(6,413)

	(648,174)		(567,135)
Total intangible assets, less accumulated amortization	$	898,820	$	898,412

Gross intangible assets changed primarily due to foreign currency translation impact in the first six months of fiscal 2025. Amortization expense for the three months ended June 28, 2025 and June 29, 2024, was approximately $25.8 million and $28.4 million, respectively, and for the six months ended June 28, 2025 and June 29, 2024, was approximately $51.1 million and $56.4 million, respectively.

(7) Goodwill

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


	Feed Ingredients		Food Ingredients		Fuel Ingredients		Total
Balance at December 28, 2024
Goodwill	$	1,453,677	$	774,998	$	144,582	$	2,373,257
Accumulated impairment losses	(15,914)		(3,170)		(31,580)		(50,664)
	1,437,763		771,828		113,002		2,322,593





Foreign currency translation	71,815		69,183		14,146		155,144
Balance at June 28, 2025
Goodwill	1,525,492		844,181		158,728		2,528,401
Accumulated impairment losses	(15,914)		(3,170)		(31,580)		(50,664)
	$	1,509,578	$	841,011	$	127,148	$	2,477,737

(8) Accrued Expenses

Accrued expenses consist of the following (in thousands):


	June 28, 2025		December 28, 2024
Compensation and benefits	$	140,314	$	139,011

Accrued operating expenses	81,147		73,239

Short-term acquisition hold-backs	28,196		38,620
Short-term contingent consideration	51,201		28,862
Other accrued expense	197,133		209,563
	$	497,991	$	489,295

(9) Debt

Debt consists of the following (in thousands):


	June 28, 2025		December 28, 2024
Amended Credit Agreement:
Revolving Credit Facility ($171.2 million and zero denominated in € at June 28, 2025 and December 28, 2024, respectively)	$	651,156	$	267,000

Term A facility	900,000		—
Less unamortized deferred loan costs	(4,173)		—
Carrying value Term A facility	895,827		—

Term A-1 facility	—		397,000
Less unamortized deferred loan costs	—		(366)
Carrying value Term A-1 facility	—		396,634

Term A-2 facility	—		471,875
Less unamortized deferred loan costs	—		(509)
Carrying value Term A-2 facility	—		471,366

Term A-3 facility	—		297,750
Less unamortized deferred loan costs	—		(560)
Carrying value Term A-3 facility	—		297,190

Term A-4 facility	—		481,250
Less unamortized deferred loan costs	—		(664)
Carrying value Term A-4 facility	—		480,586

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 premium	(5,166)		(5,605)
Carrying value 6% Senior Notes due 2030	994,834		994,395

5.25% Senior Notes due 2027 with effective interest of 5.47%	500,000		500,000
Less unamortized deferred loan costs	(1,840)		(2,322)
Carrying value 5.25% Senior Notes due 2027	498,160		497,678

4.5% Senior Notes due 2032 - Denominated in euro with effective interest of 4.7%	879,225		—
Less unamortized deferred loan costs - Denominated in euro	(10,697)		—
Carrying value 4.5% Senior Notes due 2032	868,528		—

3.625% Senior Notes due 2026 - Denominated in euro with effective interest of 3.83%	—		536,733
Less unamortized deferred loan costs - Denominated in euro	—		(1,542)
Carrying value 3.625% Senior Notes due 2026	—		535,191

Other Notes and Obligations	71,821		101,958
	3,980,326		4,041,998
Less Current Maturities	51,637		133,020
	$	3,928,689	$	3,908,978

As of June 28, 2025, the Company had €146.0 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 June 28, 2025, the Company had finance lease obligations denominated in euros of approximately €5.0 million.

As of June 28, 2025, the Company had other notes and obligations of $71.8 million that consist of various overdraft facilities of approximately $31.8 million, Brazilian notes of approximately $16.4 million, and other debt of approximately $23.6 million, including the euro denominated finance lease obligations above and the U.S. finance lease obligations of approximately $2.3 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 (partially comprised of $395.0 million of term A-1 facility and $296.3 million of term A-3 Facility which, in each case, were cashlessly rolled from the Previous Credit Agreement) 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 1.50% 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 0.50% 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 1.75% per annum or ABR plus 0.75% 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 June 28, 2025, the Company had (i) $480.0 million outstanding under the revolver at SOFR plus a margin of 1.50% per annum for a total of 5.8192% per annum, (ii) $900.0 million outstanding under the term A facility at SOFR plus a margin of 1.75% per annum for a total of 6.06920% per annum, (iii) €124.0 million outstanding under the revolving credit facility at EURIBOR plus a margin of 1.50% per annum for a total of 3.389% per annum and (iv) €22.0 million outstanding under the swingline facility of the revolving credit facility at ESTR plus a margin of 0.50% per annum for a total of 2.429% per annum. As of June 28, 2025, the Company had revolving credit facility availability of $1.27 billion, under the Amended Credit Agreement taking into account amounts borrowed, ancillary facilities of $75.9 million and letters of credit issued of $0.6 million. The Company also had foreign bank guarantees of approximately $12.4 million that are not part of the Company’s Amended Credit Agreement at June 28, 2025. In addition, the Company capitalized approximately $7.5 million of deferred loan costs as of June 28, 2025 in connection with the Amended Credit Agreement.

4.5% Senior Notes due 2032. On June 24, 2025, Darling Global Finance B.V. (the “4.5% Issuer”), an indirect, wholly-owned subsidiary of Darling, issued and sold €750.0 million aggregate principal amount of 4.5% Senior Notes due 2032 (the “4.5% Notes”). The 4.5% Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of June 24, 2025 (the “4.5% Indenture”), among Darling Global Finance B.V., Darling, the subsidiary guarantors party thereto from time to time, GLAS Trust Company LLC, as trustee, principal paying agent and registrar. The gross proceeds of the offering, together with borrowings under the Company’s revolving credit facility, were used to (i) redeem the Company’s previous 3.625% senior notes and repay or otherwise refinance the Company’s Previous Credit Agreement, and (ii) pay costs, fees and expenses related to the refinancing.

The 4.5% Notes will mature on July 15, 2032. The 4.5% Issuer pays interest on the 4.5% Notes on January 15 and July 15 of each year commencing on January 15, 2026. Interest on the 4.5% Notes accrues at a rate of 4.5% per annum and is payable in cash. The 4.5% Notes are guaranteed by Darling and all of Darling’s restricted subsidiaries (other than any foreign subsidiary or any receivable entity) that are borrowers under or guarantee the Senior Secured Credit Facilities (collectively, the “4.5% Guarantors”). The 4.5% Notes and the guarantees thereof are senior unsecured obligations of the 4.5% Issuer and the 4.5% Guarantors and rank equally in right of payment to all of the 4.5% Issuer's and the 4.5% Guarantors’ existing and future senior indebtedness. The 4.5% Indenture contains covenants limiting Darling’s ability and the ability of its restricted subsidiaries (including the 4.5% Issuer) to, among other things: grant liens to secure indebtedness and merge with or into other companies or otherwise dispose of all or substantially all of their assets. The 4.5% Indenture also requires any non-guarantor restricted subsidiary that is a borrower under or that guarantees the Senior Secured Credit Facilities or, if the Senior Secured Credit Facilities are not outstanding, incurs certain material indebtedness, to guarantee the notes, unless such non-guarantor restricted subsidiary is a foreign

subsidiary, receivables entity or another exception applies. These covenants include significant exceptions and qualifications. The 4.5% Indenture does not directly restrict the issuer or the guarantors from incurring indebtedness, paying dividends or making other distributions, repurchasing Darling’s capital stock, or making investments. The Company capitalized approximately $10.6 million of deferred loan costs as of June 28, 2025 in connection with the 4.5% Notes.

Other than in connection with a change of control repurchase event, as described in the 4.5% Indenture, the 4.5% Issuer is not required to make mandatory redemption or sinking fund payments on the 4.5% Notes. The 4.5% Issuer may redeem some or all of the 4.5% Notes at any time prior to July 15, 2028 at a redemption price of 100% of the principal amount plus a “make-whole” premium as provided in the 4.5% Indenture. The 4.5% Notes become redeemable at any time from July 15, 2028, in whole or in part, at the fixed redemption price specified in the 4.5% Indenture.

As of June 28, 2025, 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.

(10) Other Noncurrent Liabilities

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


	June 28, 2025		December 28, 2024
Accrued pension liability	$	19,934	$	17,676
Reserve for self-insurance, litigation, environmental and tax matters	83,647		80,757
Long-term acquisition hold-backs	96,202		104,684

Other	3,826		5,233
	$	203,609	$	208,350

(11) Income Taxes

The Company has provided income taxes for the three months ended June 28, 2025 and June 29, 2024, based on its estimate of the effective tax rate for the entire 2025 and 2024 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 June 28, 2025 and June 29, 2024, the Company had $10.8 million and $13.6 million, respectively, of gross unrecognized tax benefits and $2.7 million and $1.7 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 August 16, 2022, the U.S. government enacted the IR Act that includes tax incentives, such as the CFPC, for energy and climate initiatives. The CFPC, a new transferable income tax credit effective January 1, 2025, consolidates and replaces the refundable excise tax credits for biodiesel, renewable diesel, alternative fuel and sustainable aviation fuel mixtures (collectively the “Blenders Tax Credits”). The CFPC provides a per-gallon tax credit for producers of clean transportation fuel based on the carbon intensity of production and is calculated by multiplying the applicable amount per gallon of qualifying fuel by the emissions rates for the fuel.

On January 10, 2025, the U.S. Department of the Treasury and Internal Revenue Service released Notices 2025-10 and 2025-11, which provide clarity on issues including which entities and fuels are eligible for the credit and how taxpayers determine lifecycle emissions. In conjunction with such guidance, the Department of Energy released the 45ZCF-GREET Model allowing clean fuel producers to compute and claim the CFPC. Like the Blenders Tax Credits,

the CFPC is generated by DGD and significantly impacts our effective tax rate relative to the federal statutory rate of 21%.

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. We are currently assessing the impact of the new legislation on our financial statements.

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.

(12) Other Comprehensive Income/(Loss)

The components of other comprehensive income/(loss) and the related tax impacts for the three and six months ended June 28, 2025 and June 29, 2024 are as follows (in thousands):


	Three Months Ended
	Before-Tax				Tax (Expense)				Net-of-Tax
	Amount				or Benefit				Amount
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Defined benefit pension plans
Actuarial gain recognized	$	50	$	—	$	(12)	$	—	$	38	$	—
Amortization of prior service (cost)/benefit	(2)		(6)		1		2		(1)		(4)
Amortization of actuarial loss	207		349		(49)		(83)		158		266
Amortization of settlement	5,854		—		(1,423)		—		4,431		—
Total defined benefit pension plans	6,109		343		(1,483)		(81)		4,626		262








Corn option derivatives
Reclassified to earnings	18		—		(5)		—		13		—
Activity recognized in other comprehensive income/(loss)	(4)		1,404		2		(341)		(2)		1,063
Total corn option derivatives	14		1,404		(3)		(341)		11		1,063
Heating oil derivatives at DGD (Note 15)
Activity recognized in other comprehensive income/(loss)	(1,218)		(4,507)		296		1,095		(922)		(3,412)
Total heating oil derivatives	(1,218)		(4,507)		296		1,095		(922)		(3,412)
Interest swap derivatives
Reclassified to earnings	(4,476)		(9,305)		1,087		2,261		(3,389)		(7,044)
Activity recognized in other comprehensive income/(loss)	424		5,026		(102)		(1,222)		322		3,804
Total interest swap derivatives	(4,052)		(4,279)		985		1,039		(3,067)		(3,240)
Foreign exchange derivatives
Reclassified to earnings	(851)		(1,399)		291		462		(560)		(937)
Activity recognized in other comprehensive income/(loss)	19,063		(27,004)		(6,469)		9,152		12,594		(17,852)
Total foreign exchange derivatives	18,212		(28,403)		(6,178)		9,614		12,034		(18,789)

Foreign currency translation	135,013		(168,285)		(3,932)		247		131,081		(168,038)

Other comprehensive income/(loss)	$	154,078	$	(203,727)	$	(10,315)	$	11,573	$	143,763	$	(192,154)



	Six Months Ended
	Before-Tax				Tax (Expense)				Net-of-Tax
	Amount				or Benefit				Amount
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Defined benefit pension plans
Actuarial gain recognized	$	50	$	—	$	(12)	$	—	$	38	$	—
Amortization of prior service (cost)/benefit	(4)		(12)		2		5		(2)		(7)
Amortization of actuarial loss	456		698		(108)		(167)		348		531
Amortization of settlement	5,854		—		(1,423)		—		4,431		—
Total defined benefit pension plans	6,356		686		(1,541)		(162)		4,815		524




Soybean meal option derivatives
Reclassified to earnings	—		(33)		—		8		—		(25)

Total soybean meal option derivatives	—		(33)		—		8		—		(25)
Corn option derivatives
Reclassified to earnings	385		—		(94)		—		291		—
Activity recognized in other comprehensive income/(loss)	(257)		1,404		63		(341)		(194)		1,063
Total corn option derivatives	128		1,404		(31)		(341)		97		1,063
Heating oil derivatives at DGD (Note 15)
Activity recognized in other comprehensive income/(loss)	182		(46,426)		(45)		11,281		137		(35,145)
Total heating oil derivatives	182		(46,426)		(45)		11,281		137		(35,145)
Interest swap derivatives
Reclassified to earnings	13,217		(26,785)		(3,212)		6,509		10,005		(20,276)
Activity recognized in other comprehensive income/(loss)	(18,900)		27,891		4,593		(6,778)		(14,307)		21,113
Total interest swap derivatives	(5,683)		1,106		1,381		(269)		(4,302)		837
Foreign exchange derivatives
Reclassified to earnings	(4,513)		(7,395)		1,523		2,508		(2,990)		(4,887)
Activity recognized in other comprehensive income/(loss)	52,222		(31,419)		(17,624)		10,658		34,598		(20,761)
Total foreign exchange derivatives	47,709		(38,814)		(16,101)		13,166		31,608		(25,648)

Foreign currency translation	256,107		(233,628)		(5,694)		920		250,413		(232,708)

Other comprehensive income/(loss)	$	304,799	$	(315,705)	$	(22,031)	$	24,603	$	282,768	$	(291,102)

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 June 28, 2025 and June 29, 2024 as follows (in thousands):


	Three Months Ended				Six Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024		Statement of Operations Classification
Derivative instruments
Soybean meal option derivatives	$	—	$	—	$	—	$	33	Net sales
Foreign exchange contracts	851		1,399		4,513		7,395		Net sales

Corn option derivatives	(18)		—		(385)		—		Cost of sales and operating expenses
Interest swaps	4,476		9,305		(13,217)		26,785		Foreign currency gain/(loss) and interest expense
	5,309		10,704		(9,089)		34,213		Total before tax
	(1,373)		(2,723)		1,783		(9,025)		Income taxes
	3,936		7,981		(7,306)		25,188		Net of tax
Defined benefit pension plans
Amortization of prior service cost	$	2	$	6	$	4	$	12	(a)
Amortization of actuarial loss	(207)		(349)		(456)		(698)		(a)
Amortization of settlement	(5,854)		—		(5,854)		—		(a)
	(6,059)		(343)		(6,306)		(686)		Total before tax
	1,471		81		1,529		162		Income taxes
	(4,588)		(262)		(4,777)		(524)		Net of tax
Total reclassifications	$	(652)	$	7,719	$	(12,083)	$	24,664	Net of tax

(a)These items are included in the computation of net periodic pension cost. See Note 14 (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 June 28, 2025 as follows (in thousands):


	Six Months Ended June 28, 2025
	Foreign				Defined
	Currency		Derivative		Benefit
	Translation		Instruments		Pension Plans		Total
Accumulated Other Comprehensive income/ (loss) December 28, 2024, attributable to Darling, net of tax	$	(648,827)	$	(23,825)	$	(11,589)	$	(684,241)
Other comprehensive loss before reclassifications	250,413		20,234		38		270,685
Amounts reclassified from accumulated other comprehensive income/ (loss)	—		7,306		4,777		12,083

Net current-period other comprehensive income	250,413		27,540		4,815		282,768
Noncontrolling interest	(5,211)		—		—		(5,211)
Accumulated Other Comprehensive income/ (loss) June 28, 2025, attributable to Darling, net of tax	$	(393,203)	$	3,715	$	(6,774)	$	(396,262)

(13) Stockholders' Equity

Fiscal 2025 Long-Term Incentive Opportunity Awards (2025 LTIP). On December 20, 2024, the Compensation Committee (the “Committee”) of the Company’s Board of Directors adopted the 2025 LTIP pursuant to which on January 3, 2025 the Company awarded certain of the Company’s key employees, 244,130 restricted stock units and 355,383 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 the earned award to be determined in the first quarter of fiscal 2028, after the final results for the relevant performance period are determined. The PSUs were granted at a target of

100%, but each PSU will reduce or increase (up to 225%) depending on the Company’s ROGI relative to that of the performance peer group companies and is also subject to the application of a total shareholder return (“TSR”) cap/collar modifier depending on the Company’s TSR during the performance period relative to that of the performance peer group companies.

The Company’s Board of Directors approved a share repurchase program in August 2017, which was refreshed on June 21, 2024 up to an aggregate of $500.0 million of the Company’s Common Stock depending on market conditions, and extended to August 13, 2026. During the first six months of fiscal 2025, $34.7 million of Common Stock was repurchased under the share repurchase program. As of June 28, 2025, the Company had approximately $460.3 million remaining under the share repurchase program.

(14) Employee Benefit Plans

During the second quarter of fiscal 2025, the Company terminated two of the Company's domestic defined benefit pension plans, resulting in a curtailment and a settlement for financial reporting purposes. Net pension cost for the three and six months ended June 28, 2025 and June 29, 2024 includes the following components (in thousands):


	Pension Benefits				Pension Benefits
	Three Months Ended				Six Months Ended
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Service cost	$	755	$	783	$	1,498	$	1,574
Interest cost	1,770		1,906		3,687		3,817
Expected return on plan assets	(1,615)		(1,806)		(3,331)		(3,616)
Amortization of prior service cost	(2)		(6)		(4)		(12)
Amortization of actuarial loss	207		349		456		698

Amortization of settlement	5,854		—		5,854		—
Net pension cost	$	6,969	$	1,226	$	8,160	$	2,461

Based on annual actuarial estimates, at June 28, 2025 the Company expects to contribute approximately $4.2 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 June 28, 2025 and June 29, 2024 of approximately $1.3 million and $1.2 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 four U.S. multiemployer plans in which it participated. As of June 28, 2025, the Company has an aggregate accrued liability of approximately $4.2 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.

15) 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 June 28, 2025, the Company had foreign exchange forward and option contracts outstanding that qualified and were designated for hedge accounting as well as corn option and forward contracts, soybean meal option contracts, other commodity forward contracts, interest rate swaps and foreign currency forward contracts that did not qualify and were not designated for hedge accounting.

In fiscal 2025 and fiscal 2024, 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. The interest rate swaps are still held by the Company as nondesignated hedges, carried at fair value on the balance sheet with changes in fair value recognized in interest expense. At June 28, 2025, the aggregate fair value of these interest rate swaps was approximately $5.1 million and was recorded in other current assets. At December 28, 2024, the aggregate fair value of these interest rate swaps was approximately $4.2 million and was recorded in other current assets, accrued expenses, other assets and noncurrent liabilities on the balance sheet, with an offset recorded in accumulated other comprehensive loss.

In fiscal 2023, the Company also entered into cross currency swaps that were designated as cash flow hedges to hedge the Company’s intercompany loans. During the three months ended June 28, 2025, the intercompany loans and cross currency swaps were settled. At June 28, 2025 and December 28, 2024, the aggregate fair value of these cross currency swaps was approximately zero and $22.2 million, respectively. At December 28, 2024, these amounts are included in other current assets on the balance sheet, with an offset recorded in accumulated other comprehensive loss.

In fiscal 2024 and fiscal 2025, 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 2026. At June 28, 2025 and December 28, 2024, the aggregate fair value of these foreign exchange contracts was approximately $12.3 million and $32.6 million, respectively. These amounts are included in other current assets, other long term assets, accrued expenses and other non-current 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 not any open designated corn, soybean meal or heating oil contracts entered into by the Company at June 28, 2025.

As of June 28, 2025, 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		Contract Currency
Type	Amount	Type	Amount
Brazilian real	236,144	Euro	35,538
Brazilian real	2,654,714	U.S. dollar	460,975

Euro	24,864	U.S. dollar	28,793
Euro	79,784	Polish zloty	341,545
Euro	10,898	Japanese yen	1,833,785
Euro	32,964	Chinese renminbi	269,710
Euro	16,041	Australian dollar	28,330
Euro	4,247	British pound	3,638



Polish zloty	49,199	Euro	11,477
British pound	156	Euro	182
British pound	206	U.S. dollar	276
Japanese yen	129,480	U.S. dollar	898
U.S. dollar	232	Japanese yen	34,181

The Company estimates the amount that will be reclassified from accumulated other comprehensive loss at June 28, 2025 into earnings over the next 12 months for all cash flow hedges will be approximately $2.2 million. As of June 28, 2025, $4.1 million has 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 June 28, 2025 and June 29, 2024 (in thousands):


		Loss or (Gain) Recognized in Income on Derivatives Not Designated as Hedges
		Three Months Ended				Six Months Ended
Derivatives not designated as hedging instruments	Location	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024

Foreign exchange	Foreign currency loss/(gain)	$	(549)	$	(194)	$	(836)	$	(850)
Foreign exchange	Net sales	(517)		158		(584)		642
Foreign exchange	Cost of sales and operating expenses	132		(107)		192		(299)
Foreign exchange	Selling, general and administrative expenses	(6,978)		8,091		(14,167)		9,572
Interest rate swap	Interest expense	(961)		—		(961)		—
Corn options and futures	Net sales	—		238		—		546
Corn options and futures	Cost of sales and operating expenses	(380)		(1,868)		(1,981)		(2,236)



Soybean meal	Net sales	221		—		221		—
Soybean oil	Net sales	(158)		—		(158)		—
Other commodities	Selling, general and administrative expenses	(424)		—		(701)		—
Total		$	(9,614)	$	6,318	$	(18,975)	$	7,375

At June 28, 2025, the Company had forward purchase agreements in place for purchases of approximately $275.3 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.

(16) 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 June 28, 2025 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 June 28, 2025 Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In thousands of dollars)	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Derivative assets	$	36,928	$	—	$	36,928	$	—
Total Assets	$	36,928	$	—	$	36,928	$	—

Liabilities
Derivative liabilities	$	12,003	$	—	$	12,003	$	—
Contingent consideration	51,201		—		—		51,201
Total Liabilities	$	63,204	$	—	$	12,003	$	51,201


			Fair Value Measurements at December 28, 2024 Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In thousands of dollars)	Total		(Level 1)		(Level 2)		(Level 3)
Assets
Derivative assets	$	30,693	$	—	$	30,693	$	—
Total Assets	$	30,693	$	—	$	30,693	$	—

Liabilities
Derivative liabilities	$	41,920	$	—	$	41,920	$	—
Contingent consideration	28,862		—		—		28,862
Total Liabilities	$	70,782	$	—	$	41,920	$	28,862

Derivative assets and liabilities consist primarily of the Company’s corn option and future contracts, foreign currency forward and option contracts, interest rate swap contracts and cross currency 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 15 (Derivatives) to the Company’s Consolidated Financial Statements included herein for discussion on the Company’s derivatives.

The fair value measurement of contingent consideration liability uses significant unobservable inputs (level 3). Through the quarter ended March 29, 2025, we estimated the fair value of the FASA contingent consideration using a Monte Carlo simulation methodology from a third-party that includes simulating the forecasted net income or earnings plus interest expense, taxes, depreciation and amortization (“EBITDA”) using a Geometric Brownian Motion in a risk-neutral framework. The assumptions used in the FASA contingent consideration analysis included the EBITDA forecast through the remaining term of the contingent consideration, an EBITDA discount rate, an EBITDA volatility, credit spread, risk-free rate and exchange rate. Significant increases and decreases in these inputs could result in a significantly lower or higher fair value measurement of the FASA contingent consideration. At June 28, 2025, no Monte Carlo model was used as the contingent consideration period had elapsed and actual EBITDA was known, subject to seller approval, and therefore the liability was recorded based on the actual EBITDA calculation. The changes in contingent consideration liability are due to the following:


(in thousands of dollars)	Contingent Consideration
Balance as of December 28, 2024	$	28,862
Total included in earnings during period	18,024
Exchange rate changes	4,315
Balance as of June 28, 2025	$	51,201

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


			Fair Value Measurements at June 28, 2025 Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In thousands of dollars)	Total		(Level 1)		(Level 2)		(Level 3)
Liabilities
6% Senior notes	$	1,015,100	$	—	$	1,015,100	$	—
5.25% Senior notes	498,750		—		498,750		—

4.5% Senior notes	884,676		—		884,676		—
Term Loan A	895,500		—		895,500		—





Revolver debt	644,644		—		644,644		—
Total Liabilities	$	3,938,670	$	—	$	3,938,670	$	—


			Fair Value Measurements at December 28, 2024 Using
			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
(In thousands of dollars)	Total		(Level 1)		(Level 2)		(Level 3)
Liabilities
6% Senior notes	$	982,500	$	—	$	982,500	$	—
5.25% Senior notes	490,000		—		490,000		—
3.625% Senior notes	534,908		—		534,908		—
Term loan A-1	395,015		—		395,015		—
Term loan A-2	469,516		—		469,516		—
Term loan A-3	296,261		—		296,261		—
Term loan A-4	478,844		—		478,844		—

Revolver debt	264,330		—		264,330		—
Total Liabilities	$	3,911,374	$	—	$	3,911,374	$	—

The fair value of the senior notes, term loan A, term loan A-1, term loan A-2, term loan A-3, term loan A-4 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.

(17) 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 June 28, 2025 and December 28, 2024, the reserves for insurance, regulatory, governmental, environmental and litigation reflected on the balance sheet in accrued expenses and other non-current liabilities was approximately $99.3 million and $97.1 million, respectively. The Company has insurance

recovery receivables reflected on the balance sheet in other assets of approximately $39.0 million as of June 28, 2025 and December 28, 2024, 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.

(18) Business Segments

In 2024, the Company adopted Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, on a retrospective basis.

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):


	Feed Ingredients		Food Ingredients		Fuel Ingredients		Corporate (a)		Total
Three Months Ended June 28, 2025
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 (b)									(60,064)
Income before income taxes									$	18,330

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

(b) Total other expense includes interest expense, loss on early retirement of debt, foreign currency gain (loss) and other income (expense). Interest expense, loss on early retirement of debt and foreign currency gain (loss) are separately disclosed on our Consolidated Statements of Operations. Other income/(expense) consists of interest income of approximately $3.0 million, casualty loss of approximately $(0.9) million, other pension expense excluding service cost of approximately $(6.2) million and other expense of approximately $(2.4) million.


	Feed Ingredients		Food Ingredients		Fuel Ingredients		Corporate		Total
Three Months Ended June 29, 2024
Total net sales	$	934,147	$	378,841	$	142,304	$	—	$	1,455,292
Cost of sales and operating expenses	737,871		276,760		113,790		—		1,128,421
Gross margin	196,276		102,081		28,514		—		326,871

Loss/(gain) on sale of assets	205		37		(20)		—		222
Selling, general and administrative expenses	74,015		28,844		8,409		18,463		129,731

Acquisition and integration costs	—		—		—		1,130		1,130
Change in fair value of contingent consideration	(33,122)		—		—		—		(33,122)
Depreciation and amortization	86,444		27,372		8,723		2,066		124,605
Equity in net income of Diamond Green Diesel	—		—		44,197		—		44,197
Segment operating income/(loss)	68,734		45,828		55,599		(21,659)		148,502

Equity in net income of other unconsolidated subsidiaries	3,017		—		—		—		3,017
Segment income/(loss)	71,751		45,828		55,599		(21,659)		151,519

Total other expense (c)									(69,380)
Income before income taxes									$	82,139

(c) Total other expense includes interest expense, loss on early retirement of debt, foreign currency gain (loss) and other income (expense). Interest expense, loss on early retirement of debt and foreign currency gain (loss) are separately disclosed on our Consolidated Statements of Operations. Other income (expense) consists of interest income of approximately $1.8 million, casualty gain of approximately $0.1 million, other pension expense excluding service cost of approximately $(0.4) million and other expense of approximately $(2.0) million.


	Feed Ingredients		Food Ingredients		Fuel Ingredients		Corporate		Total
Six Months Ended June 28, 2025
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 (d)									(116,060)
Loss before income taxes									$	(6,638)

(d) Total other expense includes interest expense, loss on early retirement of debt, foreign currency gain (loss) and other income (expense). Interest expense, loss on early retirement of debt and foreign currency gain (loss) are separately disclosed on our Consolidated Statements of Operations. Other income/(expense) consists of interest income of approximately $10.6 million, casualty loss of approximately $(1.5) million, other pension expense excluding service cost of approximately $(6.7) million and other expense of approximately $(5.6) million.


	Feed Ingredients		Food Ingredients		Fuel Ingredients		Corporate		Total
Six Months Ended June 29, 2024
Total net sales	$	1,823,995	$	770,123	$	281,473	$	—	$	2,875,591
Cost of sales and operating expenses	1,443,640		574,905		226,542		—		2,245,087
Gross margin	380,355		195,218		54,931		—		630,504

Loss/(gain) on sale of assets	337		(257)		(432)		—		(352)
Selling, general and administrative expenses	151,153		60,588		17,154		39,979		268,874

Acquisition and integration costs	—		—		—		5,184		5,184
Change in fair value of contingent consideration	(58,371)		—		—		—		(58,371)
Depreciation and amortization	174,013		56,240		17,390		4,471		252,114
Equity in net income of Diamond Green Diesel	—		—		122,616		—		122,616
Segment operating income/(loss)	113,223		78,647		143,435		(49,634)		285,671

Equity in net income of other unconsolidated subsidiaries	5,327		—		—		—		5,327
Segment income/(loss)	118,550		78,647		143,435		(49,634)		290,998

Total other expense (e)									(123,364)
Income before income taxes									$	167,634

(e) Total other expense includes interest expense, loss on early retirement of debt, foreign currency gain (loss) and other income (expense). Interest expense, loss on early retirement of debt and foreign currency gain (loss) are separately disclosed on our Consolidated Statements of Operations. Other income (expense) consists of interest income of approximately $8.4 million, casualty gain of approximately $7.9 million, other pension expense excluding service cost of approximately $(0.9) million and other expense of approximately $(7.3) million.

(19) 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 revenues disaggregated by geographic area and major product types by reportable segment for the three and six months ended June 28, 2025 and June 29, 2024 (in thousands):


	Three Months Ended June 28, 2025
	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
	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


	Three Months Ended June 29, 2024
	Feed Ingredients		Food Ingredients		Fuel Ingredients		Total
Geographic Area
North America	$	719,783	$	100,562	$	—	$	820,345
Europe	107,777		166,102		142,304		416,183
China	8,058		61,927		—		69,985
South America	94,908		37,173		—		132,081
Other	3,621		13,077

DARLING INGREDIENTS INC. 10-Q