Kemphaus Nicholas James 4

What Happened
Nicholas James Kemphaus, EVP, General Counsel & Secretary of Darling Ingredients (DAR), exercised 5,760 stock options on 2026-02-13 at $12.29 per share (exercise cost $70,790). On the same day he had 3,099 shares withheld to cover taxes ($161,241) and sold additional shares in multiple open-market transactions (2,661 @ $52.03 = $138,452; 2,546 @ $52.29 = $133,130; 620 @ $51.96 = $32,215; 3 @ $52.56 = $158). Total proceeds from open-market sales were ~$303,955; combined with the tax-withheld value, the sales/withholding amounted to roughly $465,196. The filing also records the option conversion/termination associated with the exercise.

Key Details

• Transaction date: 2026-02-13; Form 4 filed: 2026-02-17 (filed late relative to the typical 2-business-day requirement).
• Exercise: 5,760 shares at $12.29 — cash paid ~$70,790.
• Tax withholding (F): 3,099 shares @ $52.03 — ~$161,241.
• Open-market sales (S) on 02/13: 2,661 @ $52.03; 2,546 @ $52.29; 620 @ $51.96; 3 @ $52.56 — total proceeds ~$303,955.
• Derivative entry (M) also shows 5,760 shares converted/terminated (reported at $0 in the derivative line).
• Shares owned after the transactions: not specified in the filing.
• Footnote: Options were granted under the 2017 Omnibus Incentive Plan (vesting tranches dated 02/06/2018, 02/06/2019, 02/06/2020).
• No 10b5-1 plan or gift reported in this filing.

Context

• This was primarily an option exercise followed by share sales and tax-withholding — a common pattern (cashless or partial cashless exercise) where newly acquired shares are used/sold to cover taxes and exercise costs.
• The exercise itself is an acquisition of shares via options, but the immediate sales/withholding are routine liquidity and tax-related transactions and do not by themselves indicate personal bullishness or bearishness.
• Filing was late, which may affect timeliness transparency but does not change the reported transactions.