Dudley Sandra 4

What Happened
Sandra Dudley, EVP & Chief Strategy Officer of Darling Ingredients (DAR), exercised 8,431 stock options on Feb 13, 2026 (exercise price $12.29, cost $103,617). Following the exercise, 3,575 shares were surrendered/withheld to cover tax liability (reported value $185,400) and an additional 8,651 shares were sold in open-market transactions across three trades. Total reported proceeds from the dispositions equal $633,383. This sequence—exercise of options followed by share-withholding for taxes and open-market sales—is a routine cashless exercise and sale, not a purchase signal.

Key Details

• Transaction date: 2026-02-13; Form filed 2026-02-17 (timely filing).
• Options exercised: 8,431 shares at $12.29 each (total exercise cost reported $103,617).
• Shares withheld for taxes: 3,575 shares at $51.86 (reported value $185,400).
• Open-market sales:
  • 4,856 shares @ $51.86 = $251,832
  • 1,464 shares @ $51.57 = $75,498
  • 2,331 shares @ $51.76 = $120,653
• Total shares disposed (withholding + sales): 12,226; total proceeds reported: $633,383.
• Shares owned after the transactions: not specified in the provided filing.
• Footnote: Options originated under the 2017 Omnibus Incentive Plan; portions became exercisable in 2018–2020 (see F1).
• Filing timeliness: appears timely (filed within standard Form 4 reporting window).

Context

• This was an exercise of vested options followed by using some shares to satisfy taxes and selling the remainder—commonly called a cashless exercise. Such transactions are typically for liquidity/tax purposes and do not necessarily signal a change in insider sentiment.
• Transaction codes: M = exercise/conversion of derivative (option), F = payment of exercise price or tax liability (shares withheld), S = open-market sale.