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) | January 29, 2026 | | --- | --- || 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 January 29, 2026, Darling Ingredients Inc. (the “Company”) issued a press release in which, among other things, the Company provided comments regarding its fourth quarter and fiscal year 2025 earnings including with respect to its 50/50 joint venture, known as Diamond Green Diesel (DGD). A copy of the press release is furnished as Exhibit 99.1.
The information in this Item 2.02, including the exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated January 29, 2026 (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: January 29, 2026 | By: | /s/ Nick Kemphaus |
| Nick Kemphaus | ||
| Executive Vice President,<br>General Counsel |
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Document
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
January 29, 2026
Darling Ingredients Issues Statement on Fourth Quarter and Fiscal Year 2025 Earnings;
Announces Timing of Earnings Release and Conference Call
IRVING, Texas, – Darling Ingredients Inc. (NYSE: DAR) today issued the following statement regarding fourth quarter and fiscal year 2025 earnings.
Fourth quarter and fiscal year 2025 earnings for Darling Ingredients’ 50/50 joint venture (JV), known as Diamond Green Diesel (DGD), were released today by Darling Ingredients’ JV partner within its renewable diesel segment, as part of its 2025 consolidated results.
Darling Ingredients’ JV partner today reported that its renewable diesel segment earned approximately $92 million in operating income for the three months ended Dec. 31, 2025. In the same period, DGD on a stand-alone basis incurred an unfavorable lower of cost-or-market (LCM) inventory valuation adjustment of approximately $24 million. For the 12 months ended Dec. 31, 2025, the JV partner realized an operating loss of approximately ($156) million. In the same period, DGD on a stand-alone basis, realized a favorable LCM inventory valuation adjustment of approximately $140 million.
In the three months ended Dec. 31, 2025, net income for DGD was $55 million. During the same time period, DGD sold/shipped 285.3 million gallons of renewable fuels. As determined on a stand-alone basis by Darling Ingredients, Darling Ingredients’ share of DGD Adjusted EBITDA was $58 million or $0.41 per gallon for the three months ended Dec. 31, 2025.
For the 12 months ended Dec. 31, 2025, net loss for DGD was ($68) million. During the same time period, DGD sold/shipped 1.003 billion gallons of renewable fuels. As determined on a stand-alone basis by Darling Ingredients, Darling Ingredients’ share of DGD Adjusted EBITDA was $104 million or $0.21 per gallon for the 12 months ended Dec. 31, 2025.
Darling Ingredients’ share of DGD Adjusted EBITDA for both three months ended Dec. 31, 2025, and 12 months ended Dec. 31, 2025, as calculated by Darling Ingredients includes discounts recorded on the sale and prospective sale of Section 45Z Production Tax Credits earned.
“Both DGD and our core ingredients business performance strengthened sequentially in the fourth quarter,” said Randall C. Stuewe, Chairman and Chief Executive Officer. “We anticipate ending the year with solid improvement over our prior outlook and will provide expanded commentary in our upcoming earnings materials.”
Darling Ingredients will release fourth quarter and fiscal year 2025 financial results after market on Wednesday, Feb. 11, 2026, and a presentation with accompanying supplemental financial data will also be available at darlingii.com/investors.
Darling Ingredients will host a conference call on Feb. 12, 2026, at 9 a.m. Eastern Time (8 a.m. Central Time) to discuss fourth quarter and fiscal year 2025 financial results and provide an update on company operations.
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 Feb. 12 or call 646-844-6383 (United States) or 833-470-1428 (international) using access code 476355.
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.
Diamond Green Diesel Joint Venture
Consolidated Statements of Income
For the Three and Twelve Months Ended December 31, 2025 and December 31, 2024
(in thousands)
| Three Months Ended | Twelve Months Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (unaudited) | (unaudited) | Change | (unaudited) | Change | ||||||||||
| December 31, | December 31, | Favorable | December 31, | December 31, | Favorable | |||||||||
| 2025 | 2024 | (Unfavorable) | 2025 | 2024 | (Unfavorable) | |||||||||
| Revenues: | ||||||||||||||
| Operating revenues | $ | 1,395,358 | $ | 1,245,722 | $ | 4,596,830 | $ | 5,065,592 | ||||||
| Expenses: | ||||||||||||||
| Total costs and expenses excluding lower of cost or market inventory valuation adjustment and depreciation, amortization and accretion expense | 1,243,285 | 1,009,285 | (234,000) | 4,500,398 | 4,309,768 | (190,630) | ||||||||
| Lower of cost or market (LCM) inventory valuation adjustment | 24,353 | 118,120 | 93,767 | (140,085) | 175,934 | 316,019 | ||||||||
| Depreciation, amortization and accretion expense | 62,488 | 69,489 | 7,001 | 266,887 | 264,992 | (1,895) | ||||||||
| Total costs and expenses | 1,330,126 | 1,196,894 | (133,232) | 4,627,200 | 4,750,694 | 123,494 | ||||||||
| Operating income/(loss) | 65,232 | 48,828 | 16,404 | (30,370) | 314,898 | (345,268) | ||||||||
| Other income | 1,817 | 7,778 | (5,961) | 9,321 | 22,114 | (12,793) | ||||||||
| Interest and debt expense, net | (12,268) | (8,301) | (3,967) | (46,340) | (38,673) | (7,667) | ||||||||
| Income/(loss) before income tax expense | 54,781 | 48,305 | 6,476 | (67,389) | 298,339 | (365,728) | ||||||||
| Income tax expense/(benefit) | (299) | 233 | 532 | 1,066 | 175 | (891) | ||||||||
| Net income/(loss) | $ | 55,080 | $ | 48,072 | $ | (68,455) | $ | 298,164 | ||||||
| Reconciliation of DGD Net Income/(Loss) to (Non-GAAP) DGD Adjusted EBITDA: | ||||||||||||||
| Net income/(loss) | $ | 55,080 | $ | 48,072 | $ | (68,455) | $ | 298,164 | ||||||
| Income tax expense/(benefit) | (299) | 233 | 1,066 | 175 | ||||||||||
| Interest and debt expense, net | 12,268 | 8,301 | 46,340 | 38,673 | ||||||||||
| Other income | (1,817) | (7,778) | (9,321) | (22,114) | ||||||||||
| Operating income/(loss) | 65,232 | 48,828 | (30,370) | 314,898 | ||||||||||
| Depreciation, amortization and accretion expense | 62,488 | 69,489 | 266,887 | 264,992 | ||||||||||
| DGD Adjusted EBITDA (Non-GAAP) | 127,720 | 118,317 | 236,517 | 579,890 | ||||||||||
| Less: Discount and Broker Fees | (11,887) | — | (29,086) | — | ||||||||||
| DGD Adjusted EBITDA (Non-GAAP) after Discount and Broker Fees | 115,833 | 118,317 | 207,431 | 579,890 | ||||||||||
| Darling's Share 50% | 50 | % | 50 | % | 50 | % | 50 | % | ||||||
| DGD Adjusted EBITDA (Darling's Share) (Non-GAAP) | $ | 57,917 | $ | 59,159 | $ | 103,716 | $ | 289,945 |
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.
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.
Adjusted EBITDA per gallon is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income/(loss) or equity in 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. Adjusted EBITDA per gallon is presented here not as an alternative to net income/(loss) or equity in income/(loss) of Diamond Green Diesel, but rather as a measure of Diamond Green Diesel's operating performance. Since Adjusted 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 Adjusted EBITDA per gallon presentations disclosed by other companies. Management believes that Adjusted 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 Adjusted 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 may contain “forward-looking statements,” which include information concerning the Company’s financial performance, plans, objectives, goals, strategies, future earnings, cash flow, performance and other information that is not historical information. When used in this release, the words “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “will” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statements contained in this release. These include issues related to administration, guidance and/or regulations associated with government policies around the world relating to renewable fuels including programs like renewable fuel standards, low carbon fuel standards, renewable fuel mandates and tax credits for biofuels, as well as issues related to the qualification and sale of tax credits for biofuels, including Section 45Z Production Tax Credits. Numerous other factors, many of which are beyond the Company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. Other risk factors include those that are discussed in the Company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the Company 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.
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Darling Ingredients Contacts
Investors: Suann Guthrie
Senior VP, Investor Relations and Global Affairs
(469) 214-8202; suann.guthrie@darlingii.com
Media: Jillian Fleming
Director, Global Communications
(972) 541-7115; jillian.fleming@darlingii.com