8-K
DARLING INGREDIENTS INC. (DAR)
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 23, 2025 | | --- | --- || DARLING INGREDIENTS INC. | | --- | | (Exact Name of Registrant as Specified in Charter) | | Delaware | 001-13323 | 36-2495346 | | --- | --- | --- | | (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>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 2.02. Results of Operations and Financial Condition.
On October 23, 2025, Darling Ingredients Inc. (the “Company”) issued a press release announcing financial results for the third quarter ended September 27, 2025. A copy of this press release is attached hereto as Exhibit 99.1.
The Company will hold a conference call and webcast on Thursday, October 23, 2025 to discuss these financial results. The Company will have a slide presentation available to augment management's formal presentation, which will be accessible via the investor relations section of the Company's website. A copy of this slide presentation is attached hereto as Exhibit 99.2.
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 datedOctober23, 2025 (furnished pursuant to Item 2.02). |
|---|---|
| 99.2 | Slide Presentation forOctober23, 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 |
| John F. Sterling | ||
| Executive Vice President,<br>General Counsel |
3
Document
Exhibit 99.1
FOR IMMEDIATE RELEASE 
October 23, 2025
Darling Ingredients Inc. Reports Third Quarter 2025 Results
•Net income of $19.4 million, or $0.12 per GAAP diluted share
•Total net sales of $1.6 billion
•Combined Adjusted EBITDA of $244.9 million
•Agreed on the sale of $125 million of production tax credits
IRVING, TEXAS - Darling Ingredients Inc. (NYSE: DAR) today reported net income of $19.4 million, or $0.12 per diluted share, for the third quarter of 2025, compared to net income of $16.9 million, or $0.11 per diluted share, for the third quarter of 2024. The company also reported total net sales of $1.6 billion for the third quarter of 2025, compared with total net sales of $1.4 billion for the same period a year ago.
“Our core ingredients business continues to build momentum, driven by strong fundamentals across all segments,” said Randall C. Stuewe, Chairman and Chief Executive Officer. “We are on the heels of public policy developments that we expect to play out in our favor — reinforcing our unmatched position in the industry and our focus on delivering long-term value to shareholders.”
For the nine months ended September 27, 2025, Darling Ingredients reported net sales of $4.4 billion, compared to net sales of $4.3 billion reported during the same period in 2024. For the first nine months of 2025, Darling Ingredients reported net income of $5.9 million, or $0.04 per diluted share, as compared to net income of $177.0 million, or $1.10 per diluted share, for the first nine months of 2024, driven primarily by lower earnings at Diamond Green Diesel (DGD).
DGD sold 250 million gallons of renewable fuel during the third quarter 2025, representing a negative ($0.02) EBITDA per gallon to Darling Ingredients, net of discount and broker fees related to production tax credits (PTC). For the first nine months of 2025, DGD sold 717.7 million gallons of renewable fuel, representing $0.13 EBITDA per gallon to Darling Ingredients, net of discount and broker fees related to PTC.
During the quarter, Darling Ingredients agreed on the sale of $125 million of the company’s 2025 PTC to be paid in the fourth quarter. The company anticipates selling another $125-175 million in PTC credits by the end of 2025.
Combined Adjusted EBITDA for the third quarter 2025 was $244.9 million, compared to $236.7 million for the same period in 2024. On a year-to-date basis, Combined Adjusted EBITDA totaled $690.2 million, as compared to $790.4 million for the same period in 2024.
As of September 27, 2025, Darling Ingredients had $91.5 million in cash and cash equivalents, and $1.17 billion available under its committed revolving credit agreement. Total debt outstanding as of September 27, 2025, net of cash and cash equivalents, was $4.01 billion. The preliminary leverage ratio, as measured by the company’s bank covenant, was 3.65X as of September 27, 2025. Capital expenditures were $90.1 million for the third quarter 2025 and $224.0 million for the first nine months ended September 27, 2025.
Given the ongoing complexity and uncertainty surrounding public policy and its impact on the Fuel segment, the company will now provide financial guidance exclusively for its core ingredients business. For full year 2025, the company estimates core ingredients (all segments excluding DGD) Adjusted EBITDA to be approximately $875-900 million.
Page 1
Darling Ingredients Inc. and Subsidiaries
Consolidated Statements of Operations
For the Three and Nine Months Ended September 27, 2025 and September 28, 2024
(in thousands, except per share data, unaudited)
| Three Months Ended | Nine Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Change | Change | |||||||||
| September 27, | September 28, | Favorable | September 27, | September 28, | Favorable | |||||
| 2025 | 2024 | (Unfavorable) | 2025 | 2024 | (Unfavorable) | |||||
| Net sales to third parties | $ | 1,221,846 | $ | 1,157,075 | $ | 3,574,476 | $ | 3,551,392 | ||
| Net sales to related party - Diamond Green Diesel | 342,120 | 264,816 | 77,304 | 851,602 | 746,090 | 105,512 | ||||
| Total net sales | 1,563,966 | 1,421,891 | 142,075 | 4,426,078 | 4,297,482 | 128,596 | ||||
| Costs and expenses: | ||||||||||
| Cost of sales and operating expenses (excludes depreciation and amortization, shown separately below) | 1,176,957 | 1,108,319 | (68,638) | 3,381,801 | 3,353,406 | (28,395) | ||||
| (Gain)/loss on sale of assets | (375) | 251 | 626 | 639 | (101) | (740) | ||||
| Selling, general and administrative expenses | 139,594 | 115,717 | (23,877) | 399,219 | 384,591 | (14,628) | ||||
| Acquisition and integration costs | 6,156 | 218 | (5,938) | 11,073 | 5,402 | (5,671) | ||||
| Change in fair value of contingent consideration | — | 16,156 | 16,156 | 18,024 | (42,215) | (60,239) | ||||
| Depreciation and amortization | 124,064 | 123,553 | (511) | 368,961 | 375,667 | 6,706 | ||||
| Total costs and expenses | 1,446,396 | 1,364,214 | (82,182) | 4,179,717 | 4,076,750 | (102,967) | ||||
| Equity in net income/(loss) of Diamond Green Diesel | (45,844) | 2,430 | (48,274) | (70,367) | 125,046 | (195,413) | ||||
| Operating income | 71,726 | 60,107 | 11,619 | 175,994 | 345,778 | (169,784) | ||||
| Other expense: | ||||||||||
| Interest expense | (56,925) | (66,846) | 9,921 | (166,765) | (198,947) | 32,182 | ||||
| Loss on early retirement of debt | — | — | — | (2,978) | — | (2,978) | ||||
| Foreign currency gain/(loss) | 1,067 | (134) | 1,201 | 1,018 | 515 | 503 | ||||
| Other income/(expense), net | 662 | 4,735 | (4,073) | (2,531) | 12,823 | (15,354) | ||||
| Total other expense | (55,196) | (62,245) | 7,049 | (171,256) | (185,609) | 14,353 | ||||
| Equity in net income of other unconsolidated subsidiaries | 3,277 | 3,782 | (505) | 8,431 | 9,109 | (678) | ||||
| Income from operations before income taxes | 19,807 | 1,644 | 18,163 | 13,169 | 169,278 | (156,109) | ||||
| Income tax expense/(benefit) | (1,248) | (17,471) | (16,223) | 1,663 | (12,790) | (14,453) | ||||
| Net income | 21,055 | 19,115 | 1,940 | 11,506 | 182,068 | (170,562) | ||||
| Net income attributable to noncontrolling interests | (1,692) | (2,166) | 474 | (5,642) | (5,096) | (546) | ||||
| Net income attributable to Darling | $ | 19,363 | $ | 16,949 | $ | 5,864 | $ | 176,972 | ||
| Basic income per share: | $ | 0.12 | $ | 0.11 | $ | 0.04 | $ | 1.11 | ||
| Diluted income per share: | $ | 0.12 | $ | 0.11 | $ | 0.04 | $ | 1.10 | ||
| Number of diluted common shares: | 159,947 | 160,991 | 160,067 | 161,534 |
All values are in US Dollars.
Page 2
Segment Financial Tables (in thousands, unaudited)
| Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended September 27, 2025 | ||||||||||
| Total net sales | $ | 1,029,115 | $ | 380,574 | $ | 154,277 | $ | — | $ | 1,563,966 |
| Cost of sales and operating expenses | 779,306 | 275,751 | 121,900 | — | 1,176,957 | |||||
| Gross margin | 249,809 | 104,823 | 32,377 | — | 387,009 | |||||
| Gain on sale of assets | (125) | (65) | (185) | — | (375) | |||||
| Selling, general and administrative expenses | 75,938 | 33,250 | 8,077 | 22,329 | 139,594 | |||||
| Acquisition and integration costs | — | — | — | 6,156 | 6,156 | |||||
| Depreciation and amortization | 83,590 | 29,839 | 9,129 | 1,506 | 124,064 | |||||
| Equity in net loss of Diamond Green Diesel | — | — | (45,844) | — | (45,844) | |||||
| Segment operating income/(loss) | $ | 90,406 | $ | 41,799 | $ | (30,488) | $ | (29,991) | $ | 71,726 |
| Equity in net income of other unconsolidated subsidiaries | 3,277 | — | — | — | 3,277 | |||||
| Segment income/(loss) | 93,683 | 41,799 | (30,488) | (29,991) | 75,003 | |||||
| — | ||||||||||
| Segment Adjusted EBITDA (Non-GAAP) | $ | 173,996 | $ | 71,638 | $ | 24,485 | $ | (22,329) | $ | 247,790 |
| DGD Adjusted EBITDA (Darling's Share) (Non-GAAP) | — | — | (2,884) | — | (2,884) | |||||
| Combined Adjusted EBITDA (Non-GAAP) | $ | 173,996 | $ | 71,638 | $ | 21,601 | $ | (22,329) | $ | 244,906 |
| Reconciliation of Net Income/(Loss) to (Non-GAAP) Segment Adjusted EBITDA and (Non-GAAP) Combined Adjusted EBITDA: | ||||||||||
| Net income/(loss) attributable to Darling | $ | 93,683 | $ | 41,799 | $ | (30,488) | $ | (85,631) | $ | 19,363 |
| Net income attributable to noncontrolling interests | — | — | — | 1,692 | 1,692 | |||||
| Income tax benefit | — | — | — | (1,248) | (1,248) | |||||
| Interest expense | — | — | — | 56,925 | 56,925 | |||||
| Foreign currency gain | — | — | — | (1,067) | (1,067) | |||||
| Other income, net | — | — | — | (662) | (662) | |||||
| Segment income/(loss) | $ | 93,683 | $ | 41,799 | $ | (30,488) | $ | (29,991) | $ | 75,003 |
| Acquisition and integration costs | — | — | — | 6,156 | 6,156 | |||||
| Depreciation and amortization | 83,590 | 29,839 | 9,129 | 1,506 | 124,064 | |||||
| Equity in net loss of Diamond Green Diesel | — | — | 45,844 | — | 45,844 | |||||
| Equity in net income of other unconsolidated subsidiaries | (3,277) | — | — | — | (3,277) | |||||
| Segment Adjusted EBITDA (Non-GAAP) | $ | 173,996 | $ | 71,638 | $ | 24,485 | $ | (22,329) | $ | 247,790 |
| DGD Adjusted EBITDA (Darling's Share) (Non-GAAP) * | — | — | (2,884) | — | (2,884) | |||||
| Combined Adjusted EBITDA (Non-GAAP) | $ | 173,996 | $ | 71,638 | $ | 21,601 | $ | (22,329) | $ | 244,906 |
| *See reconciliation of DGD Net Income/(Loss) to (Non-GAAP) DGD Adjusted EBITDA below the DGD Consolidated Statements of Operations |
Page 3
| Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended September 28, 2024 | ||||||||||
| Total net sales | $ | 927,457 | $ | 357,292 | $ | 137,142 | $ | — | $ | 1,421,891 |
| Cost of sales and operating expenses | 727,642 | 271,861 | 108,816 | — | 1,108,319 | |||||
| Gross margin | 199,815 | 85,431 | 28,326 | — | 313,572 | |||||
| Loss (gain) on sale of assets | 204 | 49 | (2) | — | 251 | |||||
| Selling, general and administrative expenses | 67,445 | 28,351 | 7,757 | 12,164 | 115,717 | |||||
| Acquisition and integration costs | — | — | — | 218 | 218 | |||||
| Change in fair value of contingent consideration | 16,156 | — | — | — | 16,156 | |||||
| Depreciation and amortization | 85,480 | 26,743 | 9,297 | 2,033 | 123,553 | |||||
| Equity in net income of Diamond Green Diesel | — | — | 2,430 | — | 2,430 | |||||
| Segment operating income/(loss) | $ | 30,530 | $ | 30,288 | $ | 13,704 | $ | (14,415) | $ | 60,107 |
| Equity in net income of other unconsolidated subsidiaries | 3,782 | — | — | — | 3,782 | |||||
| Segment income/(loss) | 34,312 | 30,288 | 13,704 | (14,415) | 63,889 | |||||
| Segment Adjusted EBITDA (Non-GAAP) | $ | 132,166 | $ | 57,031 | $ | 20,571 | $ | (12,164) | $ | 197,604 |
| DGD Adjusted EBITDA (Darling's Share) (Non-GAAP) | — | — | 39,085 | — | $ | 39,085 | ||||
| Combined Adjusted EBITDA (Non-GAAP) | $ | 132,166 | $ | 57,031 | $ | 59,656 | $ | (12,164) | $ | 236,689 |
| Reconciliation of Net Income/(Loss) to (Non-GAAP) Segment Adjusted EBITDA and (Non-GAAP) Combined Adjusted EBITDA: | ||||||||||
| Net income/(loss) attributable to Darling | $ | 34,312 | $ | 30,288 | $ | 13,704 | $ | (61,355) | $ | 16,949 |
| Net income attributable to noncontrolling interests | — | — | — | 2,166 | 2,166 | |||||
| Income tax benefit | — | — | — | (17,471) | (17,471) | |||||
| Interest expense | — | — | — | 66,846 | 66,846 | |||||
| Foreign currency loss | — | — | — | 134 | 134 | |||||
| Other income, net | — | — | — | (4,735) | (4,735) | |||||
| Segment income/(loss) | $ | 34,312 | $ | 30,288 | $ | 13,704 | $ | (14,415) | $ | 63,889 |
| Acquisition and integration costs | — | — | — | 218 | 218 | |||||
| Change in fair value of contingent consideration | 16,156 | — | — | — | 16,156 | |||||
| Depreciation and amortization | 85,480 | 26,743 | 9,297 | 2,033 | 123,553 | |||||
| Equity in net income of Diamond Green Diesel | — | — | (2,430) | — | (2,430) | |||||
| Equity in net income of other unconsolidated subsidiaries | (3,782) | — | — | — | (3,782) | |||||
| Segment Adjusted EBITDA (Non-GAAP) | $ | 132,166 | $ | 57,031 | $ | 20,571 | $ | (12,164) | $ | 197,604 |
| DGD Adjusted EBITDA (Darling's Share) (Non-GAAP) * | — | — | 39,085 | — | 39,085 | |||||
| Combined Adjusted EBITDA (Non-GAAP) | $ | 132,166 | $ | 57,031 | $ | 59,656 | $ | (12,164) | $ | 236,689 |
| *See reconciliation of DGD Net Income/(Loss) to (Non-GAAP) DGD Adjusted EBITDA below the DGD Consolidated Statements of Operations |
Page 4
| Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Nine Months Ended September 27, 2025 | ||||||||||
| Total net sales | $ | 2,861,930 | $ | 1,115,956 | $ | 448,192 | $ | — | $ | 4,426,078 |
| Cost of sales and operating expenses | 2,215,402 | 804,765 | 361,634 | — | 3,381,801 | |||||
| Gross margin | 646,528 | 311,191 | 86,558 | — | 1,044,277 | |||||
| Loss (gain) on sale of assets | 1,075 | (34) | (402) | — | 639 | |||||
| Selling, general and administrative expenses | 224,973 | 98,709 | 25,645 | 49,892 | 399,219 | |||||
| Acquisition and integration costs | — | — | — | 11,073 | 11,073 | |||||
| Change in fair value of contingent consideration | 18,024 | — | — | — | 18,024 | |||||
| Depreciation and amortization | 251,139 | 86,792 | 26,481 | 4,549 | 368,961 | |||||
| Equity in net loss of Diamond Green Diesel | — | — | (70,367) | — | (70,367) | |||||
| Segment operating income/(loss) | $ | 151,317 | $ | 125,724 | $ | (35,533) | $ | (65,514) | $ | 175,994 |
| Equity in net income of other unconsolidated subsidiaries | 8,431 | — | — | — | 8,431 | |||||
| Segment income/(loss) | $ | 159,748 | $ | 125,724 | $ | (35,533) | $ | (65,514) | $ | 184,425 |
| Segment Adjusted EBITDA (Non-GAAP) | $ | 420,480 | $ | 212,516 | $ | 61,315 | $ | (49,892) | $ | 644,419 |
| DGD Adjusted EBITDA (Darling's Share) (Non-GAAP) | — | — | 45,799 | — | 45,799 | |||||
| Combined Adjusted EBITDA (Non-GAAP) | $ | 420,480 | $ | 212,516 | $ | 107,114 | $ | (49,892) | $ | 690,218 |
| Reconciliation of Net Income/(Loss) to (Non-GAAP) Segment Adjusted EBITDA and (Non-GAAP) Combined Adjusted EBITDA: | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income/(loss) attributable to Darling | $ | 159,748 | $ | 125,724 | $ | (35,533) | $ | (244,075) | $ | 5,864 |
| Net income attributable to noncontrolling interests | — | — | — | 5,642 | 5,642 | |||||
| Income tax expense | — | — | — | 1,663 | 1,663 | |||||
| Interest expense | — | — | — | 166,765 | 166,765 | |||||
| Loss on early retirement of debt | — | — | — | 2,978 | 2,978 | |||||
| Foreign currency gain | — | — | — | (1,018) | (1,018) | |||||
| Other expense, net | — | — | — | 2,531 | 2,531 | |||||
| Segment income/(loss) | $ | 159,748 | $ | 125,724 | $ | (35,533) | $ | (65,514) | $ | 184,425 |
| Acquisition and integration costs | — | — | — | 11,073 | 11,073 | |||||
| Change in fair value of contingent consideration | 18,024 | — | — | — | 18,024 | |||||
| Depreciation and amortization | 251,139 | 86,792 | 26,481 | 4,549 | 368,961 | |||||
| Equity in net loss of Diamond Green Diesel | — | — | 70,367 | — | 70,367 | |||||
| Equity in net income of other unconsolidated subsidiaries | (8,431) | — | — | — | (8,431) | |||||
| Segment Adjusted EBITDA (Non-GAAP) | $ | 420,480 | $ | 212,516 | $ | 61,315 | $ | (49,892) | $ | 644,419 |
| DGD Adjusted EBITDA (Darling's Share) (Non-GAAP) * | — | — | 45,799 | — | 45,799 | |||||
| Combined Adjusted EBITDA (Non-GAAP) | $ | 420,480 | $ | 212,516 | $ | 107,114 | $ | (49,892) | $ | 690,218 |
| *See reconciliation of DGD Net Income/(Loss) to (Non-GAAP) DGD Adjusted EBITDA below the DGD Consolidated Statements of Operations |
Page 5
| Feed Ingredients | Food Ingredients | Fuel Ingredients | Corporate | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Nine Months Ended September 28, 2024 | ||||||||||
| Total net sales | $ | 2,751,452 | $ | 1,127,415 | $ | 418,615 | $ | — | $ | 4,297,482 |
| Cost of sales and operating expenses | 2,171,282 | 846,766 | 335,358 | — | 3,353,406 | |||||
| Gross margin | 580,170 | 280,649 | 83,257 | — | 944,076 | |||||
| Loss/(gain) on sale of assets | 541 | (208) | (434) | — | (101) | |||||
| Selling, general and administrative expenses | 218,598 | 88,939 | 24,911 | 52,143 | 384,591 | |||||
| Acquisition and integration costs | — | — | — | 5,402 | 5,402 | |||||
| Change in fair value of contingent consideration | (42,215) | — | — | — | (42,215) | |||||
| Depreciation and amortization | 259,493 | 82,983 | 26,687 | 6,504 | 375,667 | |||||
| Equity in net income of Diamond Green Diesel | — | — | 125,046 | — | 125,046 | |||||
| Segment operating income/(loss) | $ | 143,753 | $ | 108,935 | $ | 157,139 | $ | (64,049) | $ | 345,778 |
| Equity in net income of other unconsolidated subsidiaries | 9,109 | — | — | — | 9,109 | |||||
| Segment income/(loss) | $ | 152,862 | $ | 108,935 | $ | 157,139 | $ | (64,049) | $ | 354,887 |
| Segment Adjusted EBITDA (Non-GAAP) | $ | 361,031 | $ | 191,918 | $ | 58,780 | $ | (52,143) | $ | 559,586 |
| DGD Adjusted EBITDA (Darling's Share) (Non-GAAP) | — | — | 230,787 | — | 230,787 | |||||
| Combined Adjusted EBITDA (Non-GAAP) | $ | 361,031 | $ | 191,918 | $ | 289,567 | $ | (52,143) | $ | 790,373 |
| Reconciliation of Net Income/(Loss) to (Non-GAAP) Segment Adjusted EBITDA and (Non-GAAP) Combined Adjusted EBITDA: | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income/(loss) attributable to Darling | $ | 152,862 | $ | 108,935 | $ | 157,139 | $ | (241,964) | $ | 176,972 |
| Net income attributable to noncontrolling interests | — | — | — | 5,096 | 5,096 | |||||
| Income tax benefit | — | — | — | (12,790) | (12,790) | |||||
| Interest expense | — | — | — | 198,947 | 198,947 | |||||
| Foreign currency gain | — | — | — | (515) | (515) | |||||
| Other income, net | — | — | — | (12,823) | (12,823) | |||||
| Segment income/(loss) | $ | 152,862 | $ | 108,935 | $ | 157,139 | $ | (64,049) | $ | 354,887 |
| Acquisition and integration costs | — | — | — | 5,402 | 5,402 | |||||
| Change in fair value of contingent consideration | (42,215) | — | — | — | (42,215) | |||||
| Depreciation and amortization | 259,493 | 82,983 | 26,687 | 6,504 | 375,667 | |||||
| Equity in net income of Diamond Green Diesel | — | — | (125,046) | — | (125,046) | |||||
| Equity in net income of other unconsolidated subsidiaries | (9,109) | — | — | — | (9,109) | |||||
| Segment Adjusted EBITDA (Non-GAAP) | $ | 361,031 | $ | 191,918 | $ | 58,780 | $ | (52,143) | $ | 559,586 |
| DGD Adjusted EBITDA (Darling's Share) (Non-GAAP) * | — | — | 230,787 | — | 230,787 | |||||
| Combined Adjusted EBITDA (Non-GAAP) | $ | 361,031 | $ | 191,918 | $ | 289,567 | $ | (52,143) | $ | 790,373 |
| *See reconciliation of DGD Net Income/(Loss) to (Non-GAAP) DGD Adjusted EBITDA below the DGD Consolidated Statements of Operations |
Page 6
Darling Ingredients Inc. and Subsidiaries
Balance Sheet Disclosures
As of September 27, 2025 and December 28, 2024
(in thousands)
| (unaudited) | ||||
|---|---|---|---|---|
| September 27, | December 28, | |||
| 2025 | 2024 | |||
| Cash and cash equivalents | $ | 91,494 | $ | 75,973 |
| Property, plant and equipment, net | $ | 2,786,142 | $ | 2,713,669 |
| Current portion of long-term debt | $ | 76,911 | $ | 133,020 |
| Long-term debt, net of current portion | $ | 4,026,727 | $ | 3,908,978 |
| Other Financial Data | ||||
| As of September 27, 2025 | ||||
| (unaudited) | ||||
| September 27, | ||||
| 2025 | ||||
| Revolver availability | $ | 1,173,097 | ||
| Capital expenditures - YTD | $ | 224,045 | ||
| Preliminary Leverage Ratio | 3.65x |
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Diamond Green Diesel Joint Venture
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2025 and September 30, 2024
(in thousands, unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, | September 30, | September 30, | September 30, | ||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||
| Revenues: | |||||||||||||
| Operating revenues | $ | 1,203,732 | $ | 1,224,679 | $ | 3,201,472 | $ | 3,819,870 | |||||
| Expenses: | |||||||||||||
| Total costs and expenses less lower of cost or market inventory valuation adjustment and depreciation, amortization and accretion expense | 1,160,562 | 1,126,200 | 3,257,113 | 3,300,483 | |||||||||
| Lower of cost or market (LCM) inventory valuation adjustment | 37,811 | 20,310 | (164,438) | 57,814 | |||||||||
| Depreciation, amortization and accretion expense | 75,398 | 68,303 | 204,399 | 195,503 | |||||||||
| Total costs and expenses | 1,273,771 | 1,214,813 | 3,297,074 | 3,553,800 | |||||||||
| Operating income/(loss) | (70,039) | 9,866 | (95,602) | 266,070 | |||||||||
| Other income | 1,621 | 5,058 | 7,504 | 14,336 | |||||||||
| Interest and debt expense, net | (11,922) | (10,093) | (34,072) | (30,372) | |||||||||
| Income/(loss) before income tax expense | (80,340) | 4,831 | (122,170) | 250,034 | |||||||||
| Income tax expense/(benefit) | $ | 221 | $ | (29) | $ | 1,365 | $ | (58) | |||||
| Net income/(loss) | $ | (80,561) | $ | 4,860 | $ | (123,535) | $ | 250,092 | |||||
| Reconciliation of DGD Net Income/(Loss) to (Non-GAAP) DGD Adjusted EBITDA: | |||||||||||||
| Net income/(loss) | $ | (80,561) | $ | 4,860 | $ | (123,535) | $ | 250,092 | |||||
| Income tax expense/(benefit) | 221 | (29) | 1,365 | (58) | |||||||||
| Interest and debt expense, net | 11,922 | 10,093 | 34,072 | 30,372 | |||||||||
| Other income | (1,621) | (5,058) | (7,504) | (14,336) | |||||||||
| Operating income/(loss) | (70,039) | 9,866 | (95,602) | 266,070 | |||||||||
| Depreciation, amortization and accretion expense | 75,398 | 68,303 | 204,399 | 195,503 | |||||||||
| DGD Adjusted EBITDA (Non-GAAP) | 5,359 | 78,169 | 108,797 | 461,573 | |||||||||
| Less: Discount and Broker Fees | (11,126) | — | (17,199) | — | |||||||||
| DGD Adjusted EBITDA (Non-GAAP) after Discount and Broker Fees | (5,767) | 78,169 | 91,598 | 461,573 | |||||||||
| Darling's Share 50% | 50 | % | 50 | % | 50 | % | 50 | % | |||||
| DGD Adjusted EBITDA (Darling's Share) (Non-GAAP) | $ | (2,884) | $ | 39,085 | $ | 45,799 | $ | 230,787 |
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Diamond Green Diesel Joint Venture
Consolidated Balance Sheets
September 30, 2025 and December 31, 2024
(in thousands)
| September 30, | December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (unaudited) | ||||
| Assets: | ||||
| Cash | $ | 136,225 | $ | 353,446 |
| Total other current assets | 1,119,640 | 1,137,821 | ||
| Property, plant and equipment, net | 3,750,079 | 3,868,943 | ||
| Other assets | 538,591 | 100,307 | ||
| Total assets | $ | 5,544,535 | $ | 5,460,517 |
| Liabilities and members' equity: | ||||
| Revolver | $ | 100,000 | $ | — |
| Total other current portion of long term debt | 30,012 | 29,809 | ||
| Total other current liabilities | 213,749 | 319,688 | ||
| Total long term debt | 684,726 | 707,158 | ||
| Total other long term liabilities | 18,174 | 17,195 | ||
| Total members' equity | 4,497,874 | 4,386,667 | ||
| Total liabilities and members' equity | $ | 5,544,535 | $ | 5,460,517 |
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Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA to (Non-GAAP) Pro Forma
Adjusted EBITDA to Foreign Currency and to (Non-GAAP) Combined Adjusted EBITDA
For the Three and Nine Months Ended September 27, 2025 and September 28, 2024
(in thousands, unaudited)
| Nine Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | September 28, | September 27, | September 28, | ||||||
| (U.S. dollars in thousands) | 2024 | 2025 | 2024 | ||||||
| Net income attributable to Darling | 19,363 | $ | 16,949 | $ | 5,864 | $ | 176,972 | ||
| Depreciation and amortization | 123,553 | 368,961 | 375,667 | ||||||
| Interest expense | 66,846 | 166,765 | 198,947 | ||||||
| Loss on early retirement of debt | — | 2,978 | — | ||||||
| Income tax expense/(benefit) | (17,471) | 1,663 | (12,790) | ||||||
| Acquisition and integration costs | 218 | 11,073 | 5,402 | ||||||
| Change in fair value of contingent consideration | 16,156 | 18,024 | (42,215) | ||||||
| Foreign currency loss/(gain) | 134 | (1,018) | (515) | ||||||
| Other (income)/expense, net | (4,735) | 2,531 | (12,823) | ||||||
| Equity in net (income)/loss of Diamond Green Diesel | (2,430) | 70,367 | (125,046) | ||||||
| Equity in net income of other unconsolidated subsidiaries | (3,782) | (8,431) | (9,109) | ||||||
| Net income attributable to noncontrolling interests | 2,166 | 5,642 | 5,096 | ||||||
| Adjusted EBITDA (Non-GAAP) | 247,790 | $ | 197,604 | $ | 644,419 | $ | 559,586 | ||
| Foreign currency exchange impact | (1) | — | (8,826) | (2) | — | ||||
| Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) | 240,230 | $ | 197,604 | $ | 635,593 | $ | 559,586 | ||
| DGD Joint Venture Adjusted EBITDA (Darling's share) (Non-GAAP) | (2,884) | $ | 39,085 | $ | 45,799 | $ | 230,787 | ||
| Combined Adjusted EBITDA (Non-GAAP) | 244,906 | $ | 236,689 | $ | 690,218 | $ | 790,373 | ||
| (1) The average rates for the three months ended September 27, 2025 were 1.00:1.17, R1.00:0.18 and C1.00:0.73 as compared to the average rates for the three months ended September 28, 2024 of 1.00:1.10, R1.00:0.18 and C1.00:0.73, respectively. | |||||||||
| (2) The average rates for the nine months ended September 27, 2025 were 1.00:1.12, R1.00:0.18 and C1.00:0.71 as compared to the average rates for the nine months ended September 28, 2024 of 1.00:1.09, R1.00:0.19 and C1.00:0.74, respectively. |
All values are in US Dollars.
About Darling Ingredients
A pioneer in circularity, Darling Ingredients Inc. (NYSE: DAR) takes material from the animal agriculture and food industries, and transforms them into valuable ingredients that nourish people, feed animals and crops, and fuel the world with renewable energy. The company operates over 260 facilities in more than 15 countries and processes about 15% of the world’s animal agricultural by-products, produces about 30% of the world’s collagen (both gelatin and hydrolyzed collagen), and is one of the largest producers of renewable energy. To learn more, visit darlingii.com. Follow us on LinkedIn.
Darling Ingredients will host a conference call at 9 a.m. Eastern Time (8 a.m. Central Time) on October 23, 2025, to discuss third quarter 2025 financial results. A presentation accompanying supplemental financial data will also be available at darlingii.com/investors.
To access the call as a listener, please register for the audio-only webcast.
To join the call as a participant to ask a question, please register in advance to receive a confirmation email with the dial-in number and PIN for immediate access on October 23, 2025, or call 833-470-1428 (United States) or 404-975-4839 (international) using access code 932698.
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A replay of the call will be available online via the webcast registration link two hours after the call ends. A transcript will be posted at darlingii.com/investors within 24 hours.
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Use of Non-GAAP Financial Measures:
Segment Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income/(loss), as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income (loss), but rather as a measure of the segment’s operating performance. Segment Adjusted EBITDA consists of net income/(loss) plus depreciation and amortization, restructuring and asset impairment charges, acquisition and integration costs, change in fair value of contingent consideration, foreign currency loss/(gain), net income/(loss) attributable to noncontrolling interests, interest expense, income tax provision, other income/(expense), equity in net (income)/loss of unconsolidated subsidiaries and equity in net (income)/loss of Diamond Green Diesel. Management believes that Segment Adjusted EBITDA is useful in evaluating the segment’s operating performance because the calculation of Segment Adjusted EBITDA generally eliminates non-cash and certain other items for reasons unrelated to overall operating performance and also believes this information is useful to investors.
Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company's operating performance. Since EBITDA (generally, net income plus interest expense, taxes, depreciation and amortization) is not calculated identically by all companies, the presentation in this report may not be comparable to EBITDA or Adjusted EBITDA presentations disclosed by other companies. Adjusted EBITDA is calculated above and represents for any relevant period, net income/(loss) plus depreciation and amortization, restructuring and asset impairment charges, acquisition and integration costs, change in fair value of contingent consideration, foreign currency loss/(gain), net income/(loss) attributable to non-controlling interests, interest expense, income tax provision, other income/(expense) and equity in net (income)/loss of unconsolidated subsidiaries. Management believes that Adjusted EBITDA is useful in evaluating the Company's operating performance compared to that of other companies in its industry because the calculation of Adjusted EBITDA generally eliminates the effects of financing, income taxes, non-cash and certain other items that may vary for different companies for reasons unrelated to overall operating performance and also believes this information is useful to investors.
The Company’s management uses Adjusted EBITDA as a measure to evaluate performance and for other discretionary purposes. In addition to the foregoing, management also uses or will use Adjusted EBITDA to measure compliance with certain financial covenants under the Company’s Senior Secured Credit Facilities, 6% Notes, 5.25% Notes and 4.5% Notes that were outstanding at September 27, 2025. However, the amounts shown above for Adjusted EBITDA differ from the amounts calculated under similarly titled definitions in the Company’s Senior Secured Credit Facilities, 6% Notes, 5.25% Notes and 4.5% Notes, as those definitions permit further adjustments to reflect certain other nonrecurring costs, non-cash charges and cash dividends from the DGD Joint Venture. Additionally, the Company evaluates the impact of foreign exchange on operating cash flow, which is defined as segment operating income (loss) plus depreciation and amortization.
Pro forma Adjusted EBITDA to Foreign Currency is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company's operating performance. Management believes Pro forma Adjusted EBITDA to Foreign Currency is useful in evaluating the Company’s operating performance on a constant currency basis and also believes this information is useful to investors.
Combined Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company’s operating performance. Combined Adjusted EBITDA consists of Adjusted EBITDA plus DGD Adjusted EBITDA (Darling’s Share). When Combined Adjusted EBITDA is presented by segment, Combined Adjusted EBITDA consists of Segment Adjusted EBITDA plus DGD Adjusted EBITDA (Darling’s Share). Management believes that Combined Adjusted EBITDA is useful in evaluating the Company's operating performance compared to that of other companies in its industry because the calculation of Combined Adjusted EBITDA generally eliminates the effects of financing, income taxes, non-cash and certain other items that may vary for different companies for reasons unrelated to overall operating performance and also believes this information is useful to investors.
Information reconciling forward-looking Combined Adjusted EBITDA to net income is unavailable to the Company without unreasonable effort. The Company is not able to provide reconciliations of Combined Adjusted EBITDA to net income because certain items required for such reconciliations are outside of the Company’s control and/or cannot be reasonably predicted, such as the impact of volatile commodity prices on the Company’s operations, impact of foreign currency exchange fluctuations, depreciation and amortization and the provision for income taxes. Preparation of such reconciliations for Darling Ingredients
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Inc. and the Company’s joint venture, Diamond Green Diesel, would require a forward-looking balance sheet, statement of operations and statement of cash flows, prepared in accordance with GAAP for each entity, and such forward-looking financial statements are unavailable to the Company without unreasonable effort. The Company provides guidance for its Combined Adjusted EBITDA outlook that it believes will be achieved; however, it cannot accurately predict all the components of the Combined Adjusted EBITDA calculation.
DGD Adjusted EBITDA is not reflected in the Adjusted EBITDA or the Pro forma Adjusted EBITDA to Foreign Currency. DGD Adjusted EBITDA is not a recognized accounting measure under GAAP; it should not be considered as an alternative to net income/(loss) or equity in net income/(loss) of Diamond Green Diesel, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity and is not intended to be a presentation in accordance with GAAP. The Company calculates DGD Adjusted EBITDA by taking DGD’s net income/(loss) plus income tax expense/(benefit), interest and debt expense, net, and DGD’s depreciation, amortization and accretion expense less other income. Management believes that DGD Adjusted EBITDA is useful in evaluating the Company’s operating performance because the calculation of DGD Adjusted EBITDA generally eliminates non-cash and certain other items at DGD unrelated to overall operating performance and also believes this information is useful to investors. The Company calculates Darling’s Share of DGD Adjusted EBITDA by taking DGD Adjusted EBITDA, net of discount and broker fees, and then multiplying by 50% to get Darling’s Share of DGD’s Adjusted EBITDA.
EBITDA per gallon is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income or equity in income of Diamond Green Diesel, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity and is not intended to be a presentation in accordance with GAAP. EBITDA per gallon is presented here not as an alternative to net income or equity in income of Diamond Green Diesel, but rather as a measure of Diamond Green Diesel's operating performance. Since EBITDA per gallon (generally, net income plus interest expense, taxes, depreciation and amortization divided by total gallons sold) is not calculated identically by all companies, this presentation may not be comparable to EBITDA per gallon presentations disclosed by other companies. Management believes that EBITDA per gallon is useful in evaluating Diamond Green Diesel's operating performance compared to that of other companies in its industry because the calculation of EBITDA per gallon generally eliminates the effects of financing, income taxes and certain non-cash
and other items presented on a per gallon basis that may vary for different companies for reasons unrelated to overall operating performance.
Cautionary Statements Regarding Forward-Looking Information:
This media release includes “forward-looking” statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements. Statements that are not statements of historical facts are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “guidance,” “outlook,” “project,” “planned,” “contemplate,” “potential,” “possible,” “proposed,” “intend,” “believe,” “anticipate,” “expect,” “may,” “will,” “would,” “should,” “could,” and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical facts included in this release are forward-looking statements. Forward-looking statements are based on the Company's current expectations and assumptions regarding its business, the economy and other future conditions. The Company cautions readers that any such forward-looking statements it makes are not guarantees of future performance and that actual results may differ materially from anticipated results or expectations expressed in its forward-looking statements as a result of a variety of factors, including many that are beyond the Company's control.
Important factors that could cause actual results to differ materially from the Company’s expectations include: existing and unknown future limitations on the ability of the Company's direct and indirect subsidiaries to make their cash flow available to the Company for payments on the Company's indebtedness or other purposes; reduced demands or prices for biofuels, biogases or renewable electricity; global demands for grain and oilseed commodities, which have exhibited volatility, and can impact the cost of feed for cattle, hogs and poultry, thus affecting available rendering feedstock and selling prices for the Company’s products; reductions in raw material volumes available to the Company due to weak margins in the meat production industry as a result of higher feed costs, reduced consumer demand, reduced volume due to government regulations affecting animal production or other factors, reduced volume from food service establishments, or otherwise; reduced demand for animal feed; reduced finished product prices, including a decline in fat, used cooking oil, protein or collagen (including, without limitation, collagen peptides and gelatin) finished product prices; changes to government policies around the world relating to renewable fuels and greenhouse gas (“GHG”) emissions that adversely affect prices, margins or markets (including for the DGD Joint Venture), including programs like renewable fuel standards, low carbon fuel standards (“LCFS”), renewable fuel mandates and tax credits for biofuels, or loss or diminishment of tax credits due to failure to satisfy any eligibility requirements, including, without limitation, in relation to the blender tax credit or the Clean Fuels Production Credit (“CFPC”); climate related adverse results, including with respect to the Company’s climate goals, targets or commitments; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives or products which do not meet specifications, contract requirements or regulatory standards; the occurrence of 2009 H1N1 flu (initially known as “Swine
Page 13
Flu”), highly pathogenic strains of avian influenza (collectively known as “Bird Flu”), severe acute respiratory syndrome (“SARS”), bovine spongiform encephalopathy (or “BSE”), porcine epidemic diarrhea (“PED”) or other diseases associated with animal origin in the U.S. or elsewhere, such as the outbreak of African Swine Fever in China and elsewhere; the occurrence of pandemics, epidemics or disease outbreaks, such as the COVID-19 outbreak; unanticipated costs and/or reductions in raw material volumes related to the Company’s compliance with the existing or unforeseen new U.S. or foreign (including, without limitation, China) regulations (including new or modified animal feed, Bird Flu, SARS, PED, BSE or ASF or similar or unanticipated regulations) affecting the industries in which the Company operates or its value added products; risks associated with the DGD Joint Venture, including possible unanticipated operating disruptions and a decline in margins on the products produced by the DGD Joint Venture; risks and uncertainties relating to international sales and operations, including imposition of tariffs, quotas, trade barriers and other trade protections by the U.S. or foreign countries; tax changes, such as global minimum tax measures, or issues related to administration, guidance and/or regulations associated with biofuel policies, including CFPC, and risks associated with the qualification and sale of such credits; difficulties or a significant disruption (including, without limitation, due to cyber-attack) in the Company’s information systems, networks or the confidentiality, availability or integrity of our data or failure to implement new systems and software successfully; risks relating to possible third-party claims of intellectual property infringement; increased contributions to the Company’s pension and benefit plans, including multiemployer and employer-sponsored defined benefit pension plans as required by legislation, regulation or other applicable U.S. or foreign law or resulting from a U.S. mass withdrawal event; bad debt write-offs; loss of or failure to obtain necessary permits and registrations; continued or escalated conflict in the Middle East, North Korea, Ukraine or elsewhere, including the Russia-Ukraine war and on-going or emerging conflicts in the Middle East; uncertainty regarding the exit of the U.K. from the European Union; uncertainty regarding any administration changes in the U.S. or elsewhere around the world, including, without limitation, impacts to trade, tariffs and/or policies impacting the Company (such as biofuel policies and mandates); and/or unfavorable export or import markets. These factors, coupled with volatile prices for natural gas and diesel fuel, inflation rates, climate conditions, currency exchange fluctuations, general performance of the U.S. and global economies, disturbances in world financial, credit, commodities and stock markets, and any decline in consumer confidence and discretionary spending, including the inability of consumers and companies to obtain credit due to lack of liquidity in the financial markets, among others, could cause actual results to vary materially from the forward-looking statements included in this report or negatively impact the Company’s results of operations. Among other things, future profitability may be affected by the Company’s ability to grow its business, which faces competition from companies that may have substantially greater resources than the Company. The Company’s announced share repurchase program may be suspended or discontinued at any time and purchases of shares under the program are subject to market conditions and other factors, which are likely to change from time to time. For more detailed discussion of these factors and other risks and uncertainties regarding the Company, its business and the industries in which it operates, see the Company’s filings with the SEC, including the Risk Factors discussion in Item 1A of Part I of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2024. The Company cautions readers that all forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update any forward-looking statements, whether as a result of changes in circumstances, new events or otherwise.
#
Darling Ingredients Contacts
Investors: Suann Guthrie
Senior VP, Investor Relations, Sustainability & Communications
(469) 214-8202; suann.guthrie@darlingii.com
Media: Jillian Fleming
Director, Global Communications
(972) 541-7115; jillian.fleming@darlingii.com
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darlingingredientsq32025
Financial Results Q3 2025 October 23, 2025 Exhibit 99.2
This presentation includes “forward-looking” statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements. Statements that are not statements of historical facts are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “guidance,” “outlook,” “project,” “planned,” “contemplate,” “potential,” “possible,” “proposed,” “intend,” “believe,” “anticipate,” “expect,” “may,” “will,” “would,” “should,” “could,” and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical facts included in this presentation are forward-looking statements. Forward-looking statements are based on the Company's current expectations and assumptions regarding its business, the economy and other future conditions. The Company cautions readers that any such forward-looking statements it makes are not guarantees of future performance and that actual results may differ materially from anticipated results or expectations expressed in its forward-looking statements as a result of a variety of factors, including many that are beyond the Company's control. Important factors that could cause actual results to differ materially from the Company’s expectations include: existing and unknown future limitations on the ability of the Company's direct and indirect subsidiaries to make their cash flow available to the Company for payments on the Company's indebtedness or other purposes; reduced demands or prices for biofuels, biogases or renewable electricity; global demands for grain and oilseed commodities, which have exhibited volatility, and can impact the cost of feed for cattle, hogs and poultry, thus affecting available rendering feedstock and selling prices for the Company’s products; reductions in raw material volumes available to the Company due to weak margins in the meat production industry as a result of higher feed costs, reduced consumer demand, reduced volume due to government regulations affecting animal production or other factors, reduced volume from food service establishments, or otherwise; reduced demand for animal feed; reduced finished product prices, including a decline in fat, used cooking oil, protein or collagen (including, without limitation, collagen peptides and gelatin) finished product prices; changes to government policies around the world relating to renewable fuels and greenhouse gas (“GHG”) emissions that adversely affect prices, margins or markets (including for the DGD Joint Venture), including programs like renewable fuel standards, low carbon fuel standards (“LCFS”), renewable fuel mandates and tax credits for biofuels, or loss or diminishment of tax credits due to failure to satisfy any eligibility requirements, including, without limitation, in relation to the blender tax credit or the Clean Fuels Production Credit (“CFPC”); climate related adverse results, including with respect to the Company’s climate goals, targets or commitments; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives or products which do not meet specifications, contract requirements or regulatory standards; the occurrence of 2009 H1N1 flu (initially known as “Swine Flu”), highly pathogenic strains of avian influenza (collectively known as “Bird Flu”), severe acute respiratory syndrome (“SARS”), bovine spongiform encephalopathy (or “BSE”), porcine epidemic diarrhea (“PED”) or other diseases associated with animal origin in the U.S. or elsewhere, such as the outbreak of African Swine Fever in China and elsewhere; the occurrence of pandemics, epidemics or disease outbreaks, such as the COVID-19 outbreak; unanticipated costs and/or reductions in raw material volumes related to the Company’s compliance with the existing or unforeseen new U.S. or foreign (including, without limitation, China) regulations (including new or modified animal feed, Bird Flu, SARS, PED, BSE or ASF or similar or unanticipated regulations) affecting the industries in which the Company operates or its value added products; risks associated with the DGD Joint Venture, including possible unanticipated operating disruptions and a decline in margins on the products produced by the DGD Joint Venture; risks and uncertainties relating to international sales and operations, including imposition of tariffs, quotas, trade barriers and other trade protections by the U.S. foreign countries; tax changes, such as global minimum tax measures, or issues related to administration, guidance and/or regulations associated with biofuel policies, including CFPC, and risks associated with the qualification and sale of such credits; difficulties or a significant disruption (including, without limitation, due to cyber-attack) in the Company’s information systems, networks or the confidentiality, availability or integrity of our data or failure to implement new systems and software successfully; risks relating to possible third-party claims of intellectual property infringement; increased contributions to the Company’s pension and benefit plans, including multiemployer and employer-sponsored defined benefit pension plans as required by legislation, regulation or other applicable U.S. or foreign law or resulting from a U.S. mass withdrawal event; bad debt write-offs; loss of or failure to obtain necessary permits and registrations; continued or escalated conflict in the Middle East, North Korea, Ukraine or elsewhere, including the Russia- Ukraine war and on-going or emerging conflicts in the Middle East; uncertainty regarding the exit of the U.K. from the European Union; uncertainty regarding any administration changes in the U.S. or elsewhere around the world, including, without limitation, impacts to trade, tariffs and/or policies impacting the Company (such as biofuel policies and mandates); and/or unfavorable export or import markets. These factors, coupled with volatile prices for natural gas and diesel fuel, inflation rates, climate conditions, currency exchange fluctuations, general performance of the U.S. and global economies, disturbances in world financial, credit, commodities and stock markets, and any decline in consumer confidence and discretionary spending, including the inability of consumers and companies to obtain credit due to lack of liquidity in the financial markets, among others, could cause actual results to vary materially from the forward-looking statements included in this report or negatively impact the Company’s results of operations. Among other things, future profitability may be affected by the Company’s ability to grow its business, which faces competition from companies that may have substantially greater resources than the Company. The Company’s announced share repurchase program may be suspended or discontinued at any time and purchases of shares under the program are subject to market conditions and other factors, which are likely to change from time to time. For more detailed discussion of these factors and other risks and uncertainties regarding the Company, its business and the industries in which it operates, see the Company’s filings with the SEC, including the Risk Factors discussion in Item 1A of Part I of the Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2024. The Company cautions readers that all forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update any forward-looking statements, whether as a result of changes in circumstances, new events or otherwise.
Q3 2025 Earnings (unaudited) 3 * Unaudited (1) Includes Darling’s share of DGD EBITDA (2) Per Bank Covenant In millions, except per share Q3-2025* Q3-2024* % variance YTD 2025* YTD 2004* % variance Total Net Sales $1,564.0 $1,421.9 10.0% $4,426.1 $4,297.5 3.0% Gross Margin $387.0 $313.6 23.4% $1,044.3 $944.1 10.6% Gross Margin % 24.7% 22.1% 11.8% 23.6% 22.0% 7.3% Net Income $19.4 $16.9 14.8% $5.9 $177.0 (96.7%) EPS Diluted $0.12 $0.11 9.1% $0.04 $1.10 (96.4%) Combined Adjusted EBITDA In millions Feed $174.0 $132.2 31.6% $420.5 $361.0 16.5% Food $71.6 $57.0 25.6% $212.5 $191.9 10.7% Fuel (1) $21.6 $59.7 (63.8%) $107.1 $289.6 (63.0%) Corporate ($22.3) ($12.2) 82.8% ($49.9) ($52.1) (4.2%) Total combined adjusted EBITDA $244.9 $236.7 3.5% $690.2 $790.4 (12.7%) % varianceQ3-2025* Q3-2024* % variance YTD 2025* YTD 2024* As of As of 9/27/2025* 12/28/2024 Cash and cash equivalents $ 91 $ 76 Revolver availability $ 1,173 $ 1,160 Total debt $ 4,104 $ 4,042 Net debt $ 4,013 $ 3,966 Preliminary leverage ratio (2) 3.65X 3.93X Balance Sheet In millions, except ratio data
Combined Adjusted EBITDA (in millions, unaudited) 4 $165.0 $197.0 $197.6 $230.3 $189.7 $205.9 $247.8 $115.1 $76.6 $39.1 $59.2 $6.0 $42.6 $(2.9)-10 40 90 140 190 240 290 340 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 Combined Adjusted EBITDA Global Ingredients DGD $249.5 65.1% 26.8% 8.1% Q3 2025 % of Total Combined Adjusted EBITDA by Segment Feed Food Fuel $280.1 $273.6 $236.7 $289.5 $195.8 $244.9
Feed Segment 5 • Sales and margins increased both quarter-over-quarter and year-over-year, driven by strong global demand and disciplined execution • Robust demand for domestic fats supported by “America First” policy and U.S. energy dominance contributed to improved revenue and margin performance • Global rendering business (particularly Brazil, Canada and Europe) demonstrated stronger year-over-year performance driven by sustained global demand • Export protein demand showing signs of recovery, with slightly firmer pricing trends emerging • Minimal deferred margins on sales to DGD in Q3 *Unaudited US$ (in thousands) Q3 2025* Q3 2024* YTD 2025* YTD 2024* Total Net sales $ 1,029,115 $ 927,457 $ 2,861,930 $ 2,751,452 Cost of sales and operating expenses 779,306 727,642 2,215,402 2,171,282 Gross margin 249,809 199,815 646,528 580,170 Loss/(gain) on sale of assets (125) 204 1,075 541 Selling, general and administrative expenses 75,938 67,445 224,973 218,598 Change in fair value of contingent consideration — 16,156 18,024 (42,215) Depreciation and amortization 83,590 85,480 251,139 259,493 Segment operating income $ 90,406 $ 30,530 $ 151,317 $ 143,753 Equity in net income of other unconsolidated subsidiaries 3,277 3,782 8,431 9,109 Segment income $ 93,683 $ 34,312 $ 159,748 $ 152,862 Segment adjusted EBITDA $ 173,996 $ 132,166 $ 420,480 $ 361,031 DGD adjusted EBITDA (Darling's Share) (Non-GAAP) — — — — Combined segment adjusted EBITDA (Non-GAAP) $ 173,996 $ 132,166 $ 420,480 $ 361,031 Raw material processed (mmts) 3.2 3.1 9.3 9.3
Feed Segment Reconciliation of Net Income/(Loss) to (Non-GAAP) Segment Adjusted EBITDA 6 *Unaudited ** When presented by Segment, no adjustments are necessary to reconcile Segment Income to Net Income/(Loss) for the Feed Segment. US $ (in thousands) Q3 2025* Q3 2024* YTD 2025* YTD 2024* Segment income** 93,683$ 34,312$ 159,748$ 152,862$ Change in fair value of contingent consideration — 16,156 18,024 (42,215) Depreciation and amortization 83,590 85,480 251,139 259,493 Equity in net income of other unconsolidated subsidiaries (3,277) (3,782) (8,431) (9,109) Segment Adjusted EBITDA (Non-GAAP) $ 173,996 132,166 420,480 361,031
Food Segment 7 *Unaudited US$ (in thousands) Q3 2025* Q3 2024* YTD 2025* YTD 2024* Total Net sales $ 380,574 $ 357,292 $ 1,115,956 $ 1,127,415 Cost of sales and operating expenses 275,751 271,861 804,765 846,766 Gross margin 104,823 85,431 311,191 280,649 Loss (gain) on sale of assets (65) 49 (34) (208) Selling, general and administrative expenses 33,250 28,351 98,709 88,939 Depreciation and amortization 29,839 26,743 86,792 82,983 Segment operating income $ 41,799 $ 30,288 $ 125,724 $ 108,935 Segment income $ 41,799 $ 30,288 $ 125,724 $ 108,935 Segment adjusted EBITDA $ 71,638 $ 57,031 $ 212,516 $ 191,918 DGD adjusted EBITDA (Darling's Share) (Non-GAAP) — — — — Combined segment adjusted EBITDA (Non-GAAP) $ 71,638 $ 57,031 $ 212,516 $ 191,918 Raw material processed (mmts) 314,000 306,000 968,000 911,000 • Consistent quarter-over-quarter sales, with year-over-year growth reflecting increased demand for collagen • Tariff-related volume softness late in the quarter, but impact was offset by strong cost management, stable demand and growth in other areas • Business remains resilient, and is anticipated to rebound in coming months as global collagen demand continues to strengthen
Food Segment Reconciliation of Net Income/(Loss) to (Non-GAAP) Segment Adjusted EBITDA 8 *Unaudited ** When presented by Segment, no adjustments are necessary to reconcile Segment Income to Net Income/(Loss) for the Food Segment. US $ (in thousands) Q3 2025* Q3 2024* YTD 2025* YTD 2024* Segment income** 41,799$ 30,288$ 125,724$ 108,935$ Depreciation and amortization 29,839 26,743 86,792 82,983 Segment Adjusted EBITDA (Non-GAAP) $ 71,638 $ 57,031 $ 212,516 $ 191,918
Fuel Segment 9 • Lower volumes at DGD 3 due to turnaround impacted higher-margin SAF sales, moderating overall segment performance in Q3 • Higher volumes expected in Q4, with DGD 3 and 2 running, positioning the segment for an improved finish to the year • DGD results include a $37.8 million LCM expense at the entity level • $125 million in production tax credit (PTC) sales closed in Q3, anticipate selling another $125-175 million in PTC credits by the end of 2025. Darling’s Share of Contributions to DGD • $200 million Q3 2025, $240 million YTD 2025 • $4.6 million additional contribution subsequent to quarter close *Unaudited US$ (in thousands) Q3 2025* Q3 2024* YTD 2025* YTD 2024* Total Net sales $ 154,277 $ 137,142 $ 448,192 $ 418,615 Cost of sales and operating expenses 121,900 108,816 361,634 335,358 Gross margin 32,377 28,326 86,558 83,257 Gain on sale of assets (185) (2) (402) (434) Selling, general and administrative expenses 8,077 7,757 25,645 24,911 Depreciation and amortization 9,129 9,297 26,481 26,687 Equity in net income/(loss) of Diamond Green Diesel (45,844) 2,430 (70,367) 125,046 Segment operating income/(loss) $ (30,488) $ 13,704 $ (35,533) $ 157,139 Segment income/(loss) $ (30,488) $ 13,704 $ (35,533) $ 157,139 Segment adjusted EBITDA $ 24,485 $ 20,571 $ 61,315 $ 58,780 DGD adjusted EBITDA (Darling's Share) (Non-GAAP) (2,884) 39,085 45,799 230,787 Combined segment adjusted EBITDA (Non-GAAP) $ 21,601 $ 59,656 $ 107,114 $ 289,567 Raw material processed (mmts) 351,000 391,000 1,063,000 1,110,000
Fuel Segment 10*Unaudited ** When presented by Segment, no adjustments are necessary to reconcile Segment Income/(Loss) to Net Income/(Loss) for the Fuel Segment. Reconciliation of Net Income/(Loss) to (Non-GAAP) Segment Adjusted EBITDA Reconciliation of DGD Net Income/(Loss) to (Non-GAAP) DGD Adjusted EBITDA US $ (in thousands) Q3 2025* Q3 2024* YTD 2025* YTD 2024* Segment income/(loss)** (30,488)$ 13,704$ (35,533)$ 157,139$ Depreciation and amortization 9,129 9,297 26,481 26,687 Equity in net (income)/loss of Diamond Green Diesel 45,844 (2,430) 70,367 (125,046) Segment Adjusted EBITDA (Non-GAAP) $ 24,485 $ 20,571 $ 61,315 $ 58,780 US $ (in thousands) Q3 2025* Q3 2024* YTD 2025* YTD 2024* Net income/(loss) (80,561)$ $ 4,860 $ (123,535) $ 250,092 Income tax expense/(benefit) 221 (29) 1,365 (58) Interest and debt expense, net 11,922 10,093 34,072 30,372 Other income (1,621) (5,058) (7,504) (14,336) Operating income/(loss) (70,039) 9,866 (95,602) 266,070 Depreciation, amortization and accretion expense 75,398 68,303 204,399 195,503 DGD Adjusted EBITDA (Non-GAAP) 5,359 78,169 108,797 461,573 Less: Discount and Broker Fees (11,126) — (17,199) — DGD Adjusted EBITDA (Non-GAAP) after Discount and Broker Fees (5,767)$ $ 78,169 $ 91,598 $ 461,573 Darling's Share 50% 50 % 50 % 50 % 50 % DGD Adjusted EBITDA (Darling's Share) (Non-GAAP) $ (2,884) $ 39,085 $ 45,799 $ 230,787
$0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 $0.00 $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 Quarterly Avg. Prices D4 RINs (1.7 Multiple) & Yellow Grease - IL D4 RINs (x 1.7) (Right Axis) Yellow Grease - Illinois (Left Axis) $/lb Fuel Segment 11 Diamond Green Diesel (unaudited) YTD 2024Q3 2024YTD 2025Q3 2025 US $ and gallons (in millions) $230.8$39.1$45.8($2.9) Pro forma Adjusted EBITDA (Darling’s share) 987.2311.2713.7231.5Total gallons produced 983.1316.6717.7250.0Total gallons sold/shipped $0.47$0.25$0.13$(0.02) EBITDA per gallon sold/shipped* *after broker and discount fees
Appendix Proprietary12
• Significant RIN oversupply in 2025 due to 2023 – 2025 SREs + Est. Carryforward deficits, despite lower total BBD production in 2025 o ~3.1B gal domestic RD+SAF o ~1.1B gal domestic BD • 50% reallocation of SREs in 2026 & 2027 absorbs 100% of RIN surplus by end 2026, likely leads to incremental increase in feedstock and farm product prices in 2026 and significant increase in 2027 • 100% reallocation of SREs in 2026 & 2027 would require significantly more BBD production in 2026, likely significant increase to feedstock and farm product prices in both 2026 & 2027 • Imports of RD/SAF & BD expected to remain low 2025 – 2027 RVO / RIN S&D 13 in billions RINs 2025 2026 2027 Beginning RIN Bank 0.50 1.71 (1.77) SREs 2023 0.67 - - 2024 0.73 - - 2025 0.78 - - 2026 - 0.70 - 2027 - - 0.70 =Adj. Beginning RIN Bank 2.68 2.41 (1.07) Demand (Mandates + Exports) Conventional (15.34) (15.00) (15.00) Non Cellulosic Advanced (6.60) (7.72) (8.10) BBD Exports (1.57) (1.57) (1.57) Carryforward Deficits 0.50 (0.50) SRE Reallocation - (1.44) (0.35) % Reallocation 0% 50% 50% Annual Mandated RINs (23.01) (26.23) (25.02) RIN Generation (Supply) -Ethanol 14.50 14.50 14.50 -Biodiesel Dom 1.65 1.65 1.65 -RD + SAF Dom 5.12 5.12 5.12 -Biodiesel Imp. 0.06 0.06 0.06 -RD + SAF Imp 0.23 0.23 0.23 -Other Advanced 0.49 0.49 0.49 =Total Generation 22.04 22.04 22.04 Ending RIN Bank: w/ 50% Reallocation 1.71 (1.77) (4.05) w/ 100% Reallocation 1.71 (3.21) (5.84) Source: Bloomberg Intelligence BBD margins would NEED to improve to reach either scenario’s levels of production: ~1 – 3 billion additional annual gallons needed to satisfy 2026 & 2027 RVOs, depending on whether SRE reallocations are 50% or 100% Scenarios based on EPA supplemental proposal Sept.18, 2025
$0.00 $0.50 $1.00 $1.50 $2.00 $2.50 2021 2022 2023 2024 2025 Biofuel RIN Values ($/RIN) Source: Argus D4 - Biomass-based diesel D6 - Ethanol $0 $50 $100 $150 $200 $250 Monthly Average LCFS Carbon Credit Price (USD/MT) California LCFS and RIN Value History 14
Feed Segment – Historical (unaudited) 15 US$ (in millions) Q1-2024 Q2-2024 Q3-2024 Q4-2024 Total 2024 Q1-2025 Q2-2025 Q3-2025 Total Net Sales $ 889.8 $ 934.1 $ 927.5 $ 924.2 $ 3,675.6 $ 896.3 $ 936.5 $ 1,029.1 Gross Margin 184.1 196.3 199.8 209.3 789.5 182.3 214.5 249.8 Gross Margin % 20.7% 21.0% 21.5% 22.6% 21.5% 20.3% 22.9% 24.3% Loss (Gain) on sale of assets 0.1 0.2 0.2 (1.2) (0.7) 0.1 1.1 (0.1) SG&A 77.1 74 67.4 60.5 279.1 71.6 77.5 75.9 SG&A Margin % 8.7% 7.9% 7.3% 6.5% 7.6% 8.0% 8.3% 7.4% Operating Income 44.5 68.7 30.5 60.2 204.0 21.0 39.9 90.4 Segment Adjusted EBITDA $ 106.8 $ 122.1 $ 132.2 $ 150.0 $ 511.1 $ 110.6 $ 135.9 $ 174.0 Raw Material Processed (mmts) 3.1 3.1 3.1 3.1 12.5 3.1 3.1 3.2
Feed Segment Sales (unaudited) 16 US $ (in millions) Fats Proteins Other Total Rendering Used Cooking Oils Bakery Other Total Net sales three months ended September 28, 2024 346.9$ 369.5$ 69.7$ 786.1$ 81.6$ 47.7$ 12.1$ 927.5$ Increase/(decrease) in sales volumes (8.3) 3.5 0 (4.8) (0.6) (3.1) 0 (8.5) Increase/(decrease) in finished goods prices 84.5 (41.8) 0 42.7 44.9 2.3 - 89.9 Increase/(decrease) in currency exchange rates 5.4 7.6 2.1 15.1 (0.1) 0 0 15.0 Other change 0 0 5.1 5.1 0 0 0.1 5.2 Total change 81.6 (30.7) 7.2 58.1 44.2 (0.8) 0.1 101.6 Net sales three months ended September 27, 2025 428.5$ 338.8$ 76.9$ 844.2$ 125.8$ 46.9$ 12.2$ 1,029.1$ Fats Proteins Other Total Rendering Used Cooking Oils Bakery Other Total Net sales nine months ended September 28, 2024 972.8$ 1,119.7$ 225.9$ 2,318.4$ 253.6$ 141.1$ 38.4$ 2,751.5$ Increase/(decrease) in sales volumes (1.0) (2.3) - (3.3) (0.3) (5.2) - (8.8) Increase/(decrease) in finished goods prices 183.3 (108.4) - 74.9 37.3 13.2 - 125.4 Increase/(decrease) in currency exchange rates 4.9 8.0 2.4 15.3 (0.6) - - 14.7 Other change - - (18.4) (18.4) - - (2.5) (20.9) Total change 187.2 (102.7) (16.0) 68.5 36.4 8.0 (2.5) 110.4 Net sales nine months ended September 27, 2025 1,160.0$ 1,017.0$ 209.9$ 2,386.9$ 290.0$ 149.1$ 35.9$ 2,861.9$
Food Segment – Historical (unaudited) 17 US$ (in millions) Q1-2024 Q2-2024 Q3-2024 Q4-2024 Total 2024 Q1-2025 Q2-2025 Q3-2025 Total Net Sales $ 391.3 $ 378.8 $ 357.3 $ 361.7 $ 1,489.1 $ 349.2 $ 386.1 $ 380.6 Gross Margin 93.1 102.1 85.4 93.1 373.8 102.5 103.9 104.8 Gross Margin % 23.8% 26.9% 23.9% 25.7% 25.1% 29.3% 26.9% 27.5% Loss (gain) on sale of assets (0.3) 0.0 0.0 (1.6) (1.8) 0.1 0.0 0.0 SG&A 31.7 28.8 28.4 30.7 119.6 29.6 34 33.3 SG&A Margin % 8.1% 7.6% 7.9% 8.5% 8.0% 8.5% 8.8% 8.7% Operating Income 32.8 45.8 30.3 35.7 144.7 41.4 42.6 41.8 Segment Adjusted EBITDA 61.7 73.2 57.0 64.0 255.9 70.9 69.9 71.6 Raw Material Processed (mmts) 0.30 0.30 0.31 0.32 1.23 0.33 0.32 0.31
Fuel Segment – Historical (unaudited) 18 (1) Includes Fuel Segment base EBITDA and Darling's share of DGD EBITDA. (2) Excludes feed stock (raw material) processed at the DGD joint venture. US$ (in millions) Q1-2024 Q2-2024 Q3-2024 Q4-2024 Total 2024 Q1-2025 Q2-2025 Q3-2025 Total Net Sales $ 139.2 $ 142.3 $ 137.1 $ 131.9 $ 550.5 $ 135.1 $ 158.8 $ 154.2 Gross Margin 26.4 28.5 28.3 31.3 114.6 26.6 27.6 32.3 Gross Margin % 19.0% 20.0% 20.7% 23.8% 20.8% 19.7% 17.3% 20.9% Loss (gain) on sale of assets (0.4) 0.0 0.0 (1.3) (1.7) (0.1) (0.1) (0.2) SG&A 8.7 8.4 7.8 7.5 32.4 8.5 9 8.1 Depreciation and amortization 8.7 8.7 9.3 9.2 35.9 8.6 8.8 9.1 Equity in net income/(loss) of DGD 78.4 44.2 2.4 24 149.1 (30.5) 6.0 (45.8) Operating Income/(Loss) 87.8 55.6 13.7 40 197.2 (20.9) 15.9 (30.5) Segment adjusted EBITDA 18.1 20.1 20.6 25.2 84.0 18.2 18.6 24.5 DGD adjusted EBITDA (Darling's Share) 115.1 76.6 39.1 59.2 289.9 6.0 42.6 (2.9) Combined adjusted EBITDA (1) $ 133.1 $ 96.8 $ 59.7 $ 84.3 $ 373.9 $ 24.2 $ 61.3 $ 21.6 Raw Material Processed (mmts) (2) 0.36 0.36 0.39 0.39 1.5 0.37 0.34 0.35
19 Historical Pricing 2025 Finished Product Pricing Feed Segment Ingredients January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Yellow Grease - Illinois / cwt $33.50 $34.39 $34.50 $34.13 $34.60 $36.98 $38.28 $36.63 $39.82 $40.50 $39.43 $39.91 Used Cooking Oil (UCO) - Illinois / cwt $40.36 $42.50 $42.50 $41.79 $43.17 $45.50 $47.25 $45.31 $51.41 $52.50 $49.50 $51.14 Bleachable Fancy Tallow - Chicago Renderer / cwt $47.95 $54.11 $51.90 $51.32 $53.31 $58.14 $60.05 $57.16 $63.14 $65.00 $60.81 $63.00 Meat and Bone Meal - Ruminant - IL/ ton $280.71 $272.11 $270.00 $274.27 $270.00 $270.00 $276.00 $272.01 $285.45 $298.57 $310.00 $298.01 Poultry By-Product Meal - Feed Grade - Mid South/ton $327.50 $327.50 $327.50 $327.50 $299.17 $260.00 $267.00 $275.40 $280.00 $297.14 $333.33 $303.49 Poultry By-Product Meal - Pet Food - Mid South/ton $552.26 $546.71 $577.38 $558.78 $520.24 $422.62 $450.00 $464.30 $450.00 $489.29 $516.07 $485.11 2025 Vegetable Oils Pricing Competing Ingredient for Feed Segment fats & biofuel feedstock January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Soybean Oil (crude/de-gummed) - Central Illinois / cwt $42.93 $44.67 $41.51 $43.04 $46.98 $49.11 $51.05 $49.04 $56.92 $54.80 $50.54 $54.08 Soybean Oil (RBD) - Central Illinois / cwt $46.11 $47.90 $44.81 $46.27 $50.72 $52.91 $55.94 $53.19 $60.32 $56.97 $53.54 $56.96 Distiller's Corn Oil - IL/WI cwt $44.08 $49.88 $47.95 $47.30 $52.57 $55.86 $58.48 $55.64 $64.25 $63.72 $58.29 $62.09 2025 Cash Corn Pricing Competing Ingredient for Bakery Feeds and Fats January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Corn - Track Central IL #2 Yellow / bushel $4.45 $4.60 $4.30 $4.71 $4.51 $4.33 $4.14 $4.59 $3.19 $3.70 $3.87 $4.08 2025 European Benchmark Pricing Palm Oil - Competing ingredient for edible fats in Food Segment Soy meal - Competing ingredient for protein meals in Feed Segment January February March Q1 Avg. April May June Q2 Avg. July August Sept. Q3 Avg. Palm oil - CIF Rotterdam / metric ton $1,331 $1,522 $1,585 $1,479 $1,373 $1,283 $1,261 $1,306 $1,280 $1,334 $1,332 $1,315 Soy meal - CIF Rotterdam / metric ton $369 $373 $376 $373 $374 $361 $351 $362 $334 $345 $353 $344 QTR. over QTR. (Sequential) Year over Year (Q3) Comparison Q2-2025 Q3-2025 % Q3-2024 Q3-2025 % Average Jacobsen Prices (USD) Avg. Avg. Change Avg. Avg. Change Yellow Grease - Illinois / cwt $36.63 $39.91 9.0% $37.11 $39.91 7.5% Used Cooking Oil (UCO) - Illinois / cwt $45.31 $51.14 12.9% $38.21 $51.14 33.8% Bleachable Fancy Tallow - Chicago Renderer / cwt $57.16 $63.00 10.2% $50.62 $63.00 24.5% Meat and Bone Meal - Ruminant - Illinois / ton $272.01 $298.01 9.6% $296.12 $298.01 0.6% Poultry By-Product Meal - Feed Grade - Mid South / ton $275.40 $303.49 10.2% $362.42 $303.49 -16.3% Poultry By-Product Meal - Pet Food - Mid South / ton $464.30 $485.11 4.5% $611.13 $485.11 -20.6% Soybean Oil (crude/de-gummed) - Central Illinois / cwt $49.04 $54.08 10.3% $44.28 $54.08 22.1% Soybean Oil (RBD) - Central Illinois / cwt $53.19 $56.96 7.1% $49.77 $56.96 14.4% Distiller's Corn Oil - IL/WI per cwt $55.64 $62.09 11.6% $42.90 $62.09 44.7% Average Wall Street Journal Prices (USD) Corn - Track Central IL #2 Yellow / bushel $4.59 $4.08 -11.1% $3.97 $4.08 2.8% Average Thomson Reuters Prices (USD) Palm oil - CIF Rotterdam / metric ton $1,306 $1,315 0.7% $1,081 $1,315 21.6% Soy meal - CIF Rotterdam / metric ton $362 $344 -5.0% $429 $344 -19.8% 2025 Average Jacobsen Prices (USD) 2025 Average Jacobsen Prices (USD) 2025 Average Wall Street Journal Prices (USD) 2025 Average Thomson Reuters Prices (USD)
20 See reconciliation of DGD Net Income (Loss) to (Non-GAAP) DGD Adjusted EBITDA within the Fuel Segment schedules. (1) The average rates for the three months ended September 27, 2025 were €1.00:$1.17, R$1.00:$0.18 and C$1.00:$0.73 as compared to the average rates for the three months ended September 28, 2024 of €1.00:$1.10, R$1.00:$0.18 and C$1.00:$0.73, respectively. (2) The average rates for the nine months ended September 27, 2025 were €1.00:$1.12, R$1.00:$0.18 and C$1.00:$0.71 as compared to the average rates for the nine months ended September 28, 2024 of €1.00:$1.09, R$1.00:$0.19 and C$1.00:$0.74, respectively. Reconciliation of Net Income to (Non-GAAP) Adjusted EBITDA to (Non-GAAP) Pro Forma Adjusted EBITDA to Foreign Currency and to (Non-GAAP) Combined Adjusted EBITDA For the Three and Nine Months Ended September 27, 2025 and September 28, 2024 (in thousands, unaudited) Adjusted EBITDA September 27, September 28, September 27, September 28, (U.S. dollars in thousands) 2025 2024 2025 2024 Net income attributable to Darling 19,363 16,949 5,864 176,972 Depreciation and amortization 124,064 123,553 368,961 375,667 Interest expense 56,925 66,846 166,765 198,947 Loss on early retirement of debt — — 2,978 — Income tax expense/(benefit) (1,248) (17,471) 1,663 (12,790) Acquisition and integration costs 6,156 218 11,073 5,402 Change in fair value of contingent consideration — 16,156 18,024 (42,215) Foreign currency loss/(gain) (1,067) 134 (1,018) (515) Other (income)/expense, net (662) (4,735) 2,531 (12,823) Equity in net (income)/loss of Diamond Green Diesel 45,844 (2,430) 70,367 (125,046) Equity in net income of other unconsolidated subsidiaries (3,277) (3,782) (8,431) (9,109) Net income attributable to noncontrolling interests 1,692 2,166 5,642 5,096 Adjusted EBITDA (Non-GAAP) $ 247,790 $ 197,604 $ 644,419 $ 559,586 Foreign currency exchange impact (7,560) (1) — (8,826) (2) — Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) $ 240,230 $ 197,604 $ 635,593 $ 559,586 DGD Joint Venture Adjusted EBITDA (Darling's share) (Non-GAAP) $ (2,884) $ 39,085 $ 45,799 $ 230,787 Combined Adjusted EBITDA (Non-GAAP) $ 244,906 $ 236,689 $ 690,218 $ 790,373 Three Months Ended Nine Months Ended
Non-U.S. GAAP Measures Segment Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income/(loss), as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income (loss), but rather as a measure of the segment’s operating performance. Segment Adjusted EBITDA consists of net income/(loss) plus depreciation and amortization, restructuring and asset impairment charges, acquisition and integration costs, change in fair value of contingent consideration, foreign currency loss/(gain), net income/(loss) attributable to noncontrolling interests, interest expense, income tax provision, other income/(expense), equity in net (income)/loss of unconsolidated subsidiaries and equity in net (income)/loss of Diamond Green Diesel. Management believes that Segment Adjusted EBITDA is useful in evaluating the segment’s operating performance because the calculation of Segment Adjusted EBITDA generally eliminates non-cash and certain other items for reasons unrelated to overall operating performance and also believes this information is useful to investors. Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company's operating performance. Since EBITDA (generally, net income plus interest expense, taxes, depreciation and amortization) is not calculated identically by all companies, the presentation in this report may not be comparable to EBITDA or Adjusted EBITDA presentations disclosed by other companies. Adjusted EBITDA is calculated above and represents for any relevant period, net income/(loss) plus depreciation and amortization, restructuring and asset impairment charges, acquisition and integration costs, change in fair value of contingent consideration, foreign currency loss/(gain), net income/(loss) attributable to non-controlling interests, interest expense, income tax provision, other income/(expense) and equity in net (income)/loss of unconsolidated subsidiaries. Management believes that Adjusted EBITDA is useful in evaluating the Company's operating performance compared to that of other companies in its industry because the calculation of Adjusted EBITDA generally eliminates the effects of financing, income taxes, non-cash and certain other items that may vary for different companies for reasons unrelated to overall operating performance and also believes this information is useful to investors. The Company’s management uses Adjusted EBITDA as a measure to evaluate performance and for other discretionary purposes. In addition to the foregoing, management also uses or will use Adjusted EBITDA to measure compliance with certain financial covenants under the Company’s Senior Secured Credit Facilities, 6% Notes, 5.25% Notes and 4.5% Notes that were outstanding at September 27, 2025. However, the amounts shown above for Adjusted EBITDA differ from the amounts calculated under similarly titled definitions in the Company’s Senior Secured Credit Facilities, 6% Notes, 5.25% Notes and 4.5% Notes, as those definitions permit further adjustments to reflect certain other nonrecurring costs, non-cash charges and cash dividends from the DGD Joint Venture. Additionally, the Company evaluates the impact of foreign exchange on operating cash flow, which is defined as segment operating income (loss) plus depreciation and amortization. Pro forma Adjusted EBITDA to Foreign Currency is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company's operating performance. Management believes Pro forma Adjusted EBITDA to Foreign Currency is useful in evaluating the Company’s operating performance on a constant currency basis and also believes this information is useful to investors.
Non-U.S. GAAP Measures Combined Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company’s operating performance. Combined Adjusted EBITDA consists of Adjusted EBITDA plus DGD Adjusted EBITDA (Darling’s Share). When Combined Adjusted EBITDA is presented by segment, Combined Adjusted EBITDA consists of Segment Adjusted EBITDA plus DGD Adjusted EBITDA (Darling’s Share). Management believes that Combined Adjusted EBITDA is useful in evaluating the Company's operating performance compared to that of other companies in its industry because the calculation of Combined Adjusted EBITDA generally eliminates the effects of financing, income taxes, non-cash and certain other items that may vary for different companies for reasons unrelated to overall operating performance and also believes this information is useful to investors. DGD Adjusted EBITDA is not reflected in the Adjusted EBITDA or the Pro forma Adjusted EBITDA to Foreign Currency. DGD Adjusted EBITDA is not a recognized accounting measure under GAAP; it should not be considered as an alternative to net income/(loss) or equity in net income/(loss) of Diamond Green Diesel, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity and is not intended to be a presentation in accordance with GAAP. The Company calculates DGD Adjusted EBITDA by taking DGD’s net income/(loss) plus income tax expense/(benefit), interest and debt expense, net, and DGD’s depreciation, amortization and accretion expense less other income. Management believes that DGD Adjusted EBITDA is useful in evaluating the Company’s operating performance because the calculation of DGD Adjusted EBITDA generally eliminates non-cash and certain other items at DGD unrelated to overall operating performance and also believes this information is useful to investors. The Company calculates Darling’s Share of DGD Adjusted EBITDA by taking DGD Adjusted EBITDA, net of discount and broker fees, and then multiplying by 50% to get Darling’s Share of DGD’s Adjusted EBITDA. EBITDA per gallon is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income or equity in income of Diamond Green Diesel, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity and is not intended to be a presentation in accordance with GAAP. EBITDA per gallon is presented here not as an alternative to net income or equity in income of Diamond Green Diesel, but rather as a measure of Diamond Green Diesel's operating performance. Since EBITDA per gallon (generally, net income plus interest expense, taxes, depreciation and amortization divided by total gallons sold) is not calculated identically by all companies, this presentation may not be comparable to EBITDA per gallon presentations disclosed by other companies. Management believes that EBITDA per gallon is useful in evaluating Diamond Green Diesel's operating performance compared to that of other companies in its industry because the calculation of EBITDA per gallon generally eliminates the effects of financing, income taxes and certain non-cash and other items presented on a per gallon basis that may vary for different companies for reasons unrelated to overall operating performance.
Financial Results Q3 2025 October 23, 2025