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 18, 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:

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

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

Item 8.01. Other Events.

On October 18, 2022, Darling Ingredients Inc. (the “Company”) announced it has entered into a definitive agreement to purchase Gelnex, a leading global producer of collagen products (including gelatin and collagen peptides), for approximately $1.2 billion USD in cash. The transaction is subject to customary regulatory approvals and is anticipated to close in the first quarter 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.

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.

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Document

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Oct. 18, 2022

Darling Ingredients to Acquire Brazilian Collagen Producer Gelnex,

Increasing Production Capacity for Grass-fed Bovine Collagen

IRVING, Texas, – 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 acquire all of the shares of Gelnex, a leading global producer of collagen products (including gelatin and collagen peptides), for approximately $1.2 billion USD in cash. The transaction is subject to customary regulatory approvals and is anticipated to close in first quarter 2023.

Headquartered in Brazil with five facilities in South America and one in the United States, Gelnex has the capacity to produce 46,000 metric tons of collagen products annually, which it exports to more than 60 countries around the world, and employs about 1,200 employees.

“Driven by strong growth in demand for collagen products in the global health and nutrition market, we anticipate the collagen peptides market to double in the next five years,” said Randall C. Stuewe, Chairman and Chief Executive Officer. “Gelnex is a well-run business and will be immediately accretive. This acquisition will allow Darling to continue to grow its presence in the health and nutrition market and increases our production capacity for grass-fed bovine collagen in South America to help meet the future demand of our collagen customers worldwide.”

With 11 state-of-the-art facilities on four continents around the world, Darling Ingredients’ health brand Rousselot is a leading manufacturer and worldwide supplier of hundreds of collagen products made from bovine, porcine and fish sources.

“Collagen is the most abundant protein naturally found in the body, and it plays an increasing role in the health and nutrition market by consumers seeking benefits to their hair, nails, skin, joints, bones and muscles,” Stuewe said. “Our versatile and high-quality collagen products can be used in a broad range of applications, including powder blends, capsules, tablets, nutritional bars, drinks, dairy, confectionery and more.”

Morgan Stanley & Co. LLC acted as Darling Ingredients’ exclusive financial advisor in connection with the transaction.

Darling Ingredients will host a teleconference and webcast for investors at 11:00 a.m., ET, today, October 18, 2022. Due to historically high call volume, the company is offering participants the opportunity to register in advance for the conference through the following link:

https://dpregister.com/sreg/10172598/f4e5203cce

Participants who do not wish to pre-register for the call may dial in using 844-868-8847 (U.S. callers) or 412-317-6593 (international callers) and ask for the "Darling Ingredients" call. A replay will be available two hours after completion of the call through October 25, 2022. To access the replay, please dial 877-344-7529 (U.S. callers), 855-669-9658 (Canada) and 412-317-0088 (International callers) and reference passcode 2178877. The live webcast and archived replay also can be accessed at http://ir.darlingii.com.

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 250 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) 5451-7115; jillian.fleming@darlingii.com