dar-202509260000916540false00009165402025-09-262025-09-26
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) | September 26, 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).
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 26, 2025, Matt Jansen, the Chief Operating Officer – North America for Darling Ingredients Inc. (the “Company”), has departed from his role with the Company. Due to his qualifying termination of employment under the terms of the Senior Executive Termination Benefits Agreement (the “Termination Benefits Agreement”) entered into between the Company and Mr. Jansen, Mr. Jansen is eligible for severance benefits, as described in the Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission on March 20, 2025, subject to Mr. Jansen’s execution and non-revocation of a release of claims in favor of the Company and compliance with the terms of the Termination Benefits Agreement.
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: September 26, 2025 | By: | /s/ John F. Sterling | |
| | John F. Sterling | |
| | Executive Vice President, General Counsel | |