8-K

DARLING INGREDIENTS INC.

Date: June 18, 2025

/s/ John F. Sterling

John F. Sterling

Executive Vice President – General Counsel and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) June 18, 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 8.01.

Other Events.

Offering of Senior Notes. On June 18, 2025, Darling Ingredients Inc. (“Darling”) issued a press release announcing that Darling Global Finance B.V., an indirect, wholly owned subsidiary of Darling incorporated as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of The Netherlands, priced an offering of €750 million in aggregate principal amount of its 4.5% senior notes due 2032 (the “notes”). The notes priced at 100% of the principal amount. Settlement of the offering is expected to occur on or about June 24, 2025, subject to satisfaction of customary closing conditions. A copy of the press release announcing the pricing of the offering is attached hereto as Exhibit 99.1.

Cautionary Statements Regarding Forward-Looking Information:

This Current Report and Exhibit 99.1 includes “forward-looking statements,” which include information concerning potential refinancing transactions that Darling may enter into and other information that is not historical information. When used in this Current Report and Exhibit 99.1, the words “expected,” “intends” and “will” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon Darling’s current expectations and beliefs and various assumptions. There can be no assurance that Darling will realize these expectations or that these beliefs will prove correct. There are risks and uncertainties, many of which are outside of Darling’s control, that could cause actual results to differ materially from the results expressed or implied by such forward-looking statements. These include factors that could preclude Darling from closing the proposed refinancing transactions or realizing the anticipated benefits of the proposed refinancing transactions such as changes in interest rates and the effect of hedging on the cost of our floating rate debt, entry into an amended and restated credit agreement for the proposed senior secured credit facilities and the satisfaction of conditions to the refinancing transactions. Other risk factors include those that are discussed in Darling’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and Darling undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


99.1		Press Release dated June 18, 2025, announcing the pricing of an offering of €750 million senior notes by Darling Global Finance B.V.

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.

SEC Form 8-K filed by Darling Ingredients Inc.