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) | November 2, 2022 | | --- | --- || 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”)

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

☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On November 2, 2022, Darling Ingredients Inc. (the “Company”) announced it has entered into a definitive agreement to purchase polish rendering company, Miropasz Group for approximately €110 million Euros, subject to post-closing adjustments. The transaction is subject to customary closing conditions, and is expected to close in the third quarter of 2023. A copy of the press release announcing the acquisition is filed as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release dated November 2, 2022 regarding acquisition of Miropasz Group
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: November 3, 2022	By:	/s/ John F. Sterling
		John F. Sterling
		Executive Vice President,<br>General Counsel

Document

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Nov. 02, 2022

Darling Ingredients Inc. to Acquire Polish Rendering Company Miropasz

IRVING, TX, Nov. 02, 2022 – Darling Ingredients Inc. (NYSE: DAR) the world’s leading company turning food waste into sustainable products and producer of renewable energy, today announced it has entered into a definitive agreement to purchase Polish rendering company, Miropasz Group for approximately €110 million Euros, subject to post-closing adjustments. Miropasz processes approximately 250,000 metric tons annually through three poultry rendering plants in southeast Poland (Mirowice, Pszcaonow and Krasnystaw), and has approximately 225 employees.

“As the number one poultry producer in Europe, Poland plays a significant role in feeding the world,” said Randall C. Stuewe, Chairman and Chief Executive Officer, Darling Ingredients. “We believe meat production in Poland will continue to grow, and this acquisition provides a nice bolt-on to Darling’s existing three plants in central and western Poland and once again displays our commitment toward building out our global supply for low-carbon feedstocks.”

The transaction is subject to customary closing conditions and is expected to close in the third quarter of 2023.

About Darling

Darling Ingredients Inc. (NYSE: DAR) is the largest publicly traded company turning edible by-products and food waste into sustainable products and a leading producer of renewable energy. Recognized as a sustainability leader, the company operates more than 270 plants in 17 countries and repurposes approximately 15% of the world's meat industry waste streams into value-added products, such as green energy, renewable diesel, collagen, fertilizer, animal proteins and meals and pet food ingredients. To learn more, visit darlingii.com. Follow us on LinkedIn.

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Darling Ingredients Contacts

Investors: Suann Guthrie

VP, Investor Relations, Sustainability & Communications

(469) 214-8202; suann.guthrie@darlingii.com

Media: Jillian Fleming

Director, Global Communications

(972) 545-7115; jillian.fleming@darlingii.com