UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) ~~October~~November 2310, 2025

DARLING INGREDIENTS INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	001-13323	36-2495346
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5601 N. MacArthur Blvd., Irving, Texas 75038

(Address of Principal Executive Offices) (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


☐			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 the Exchange Act. ☐

Item 25.02. ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~November 2310, 2025, John F. Sterling, the Executive Vice President, General Counsel and Secretary of Darling Ingredients Inc. (the “Company”), ~~issued~~and a ~~press~~named ~~release~~executive ~~announcing~~officer ~~financial~~in ~~results~~the ~~for~~Company’s Proxy Statement dated March 20, 2025, informed the ~~third~~Company ~~quarter~~of ~~ended~~his ~~September~~intention 27to retire on March 31, ~~2025~~2027 (the “Retirement Date”). AMr. ~~copy~~Sterling ofwill ~~this~~continue ~~press~~to ~~release~~serve isas ~~attached~~the ~~hereto~~Company’s Executive Vice President, General Counsel and Secretary until January 4, 2026, on which date Nick Kemphaus, the Company’s current Senior Vice President and Deputy General Counsel, will assume Mr. Sterling’s title and function. From January 4, 2026 to the Retirement Date, Mr. Sterling will no longer serve as ~~Exhibit~~an 99executive officer of the Company, but will remain employed in an advisory capacity.1 Mr. Sterling’s current annual base salary will remain in place until March 31, 2026, after which his annual base salary will be reduced to $120,000. Mr. Sterling will not participate in the Company’s 2026 or 2027 annual or long-term incentive programs.

~~The~~Mr. ~~Company~~Kemphaus, ~~will~~age ~~hold~~47, ahas ~~conference~~over ~~call~~20 ~~and~~years ~~webcast~~of onlegal ~~Thursday,~~experience ~~October~~across ~~23,~~multiple ~~2025~~disciplines. Prior to ~~discuss~~joining ~~these~~the ~~financial~~Company ~~results~~in March of 2012, Mr. ~~The~~Kemphaus ~~Company~~worked ~~will~~in ~~have~~private apractice ~~slide~~handling ~~presentation~~complex ~~available~~litigation toand ~~augment~~intellectual ~~management's~~property ~~formal~~matters. Since ~~presentation~~joining the Company, ~~which~~Mr. ~~will~~Kemphaus behas ~~accessible~~held ~~via~~several roles in the ~~investor~~legal ~~relations~~department, ~~section~~each ofwith ~~the~~increasing ~~Company's~~responsibility, ~~website~~strategic focus and management responsibilities. In Athese ~~copy~~roles, ofhe ~~this~~has ~~slide~~been ~~presentation~~responsible isfor ~~attached~~securities, ~~hereto~~governance and board matters, mergers and acquisitions, commercial transactions, real estate, labor and employment, litigation, intellectual property and regulatory matters, including environmental, OSHA and FDA matters, as ~~Exhibit~~well 99as overseeing the Company’s attorneys responsible for legal operations in North America.2.

The Company is making reference to non-GAAP financial measures in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

The information in this Item 2.02, including the exhibits attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1						Press Release dated October 23, 2025 (furnished pursuant to Item 2.02).
99.2						Slide Presentation for October 23, 2025 Earnings Call (furnished pursuant to Item 2.02).
104						Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

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

	DARLING INGREDIENTS INC.
Date: October 23, 2025	By:	/s/ John F. Sterling
Date: November 10, 2025	By:	/s/ John F. Sterling
		John F. Sterling
		Executive Vice President,General Counsel

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