STUEWE RANDALL C 4

What Happened

• Randall C. Stuewe, Chairman & CEO of Darling Ingredients, exercised stock options on 2026-02-24 to acquire 353,152 common shares at an exercise price of $8.51 per share (total exercise cost ≈ $3,005,324).
• To satisfy tax withholding and/or payment obligations, 174,263 of the resulting shares were surrendered/disposed at $51.64 per share (proceeds reported as ≈ $8,998,941). The underlying option instruments were converted as part of the exercise.
• Net shares retained from the exercise: 353,152 − 174,263 = 178,889 shares. The transaction is an option exercise (acquisition) with a routine share surrender for taxes — not a conventional open-market sale for investment reasons.

Key Details

• Transaction date: 2026-02-24; Form 4 filed: 2026-02-26 (timely).
• Option exercise: 353,152 shares @ $8.51 (acquired) — $3,005,324 total exercise price.
• Tax/withholding disposition: 174,263 shares @ $51.64 (disposed) — $8,998,941 reported.
• Net shares retained from the exercise: 178,889. The Form 4 does not state total post-transaction ownership beyond the net retained shares.
• Footnote: These options were granted under the 2012 Omnibus Incentive Plan; tranches of 117,717 and 117,718 shares became exercisable in 2017–2019 (see footnote F1).
• Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (share withholding).

Context

• This is effectively a cashless exercise: options were exercised and some of the issued shares were withheld/surrendered to cover taxes or exercise costs. Such withholding is a common administrative step and does not necessarily indicate the insider is reducing their economic stake by choice.
• The primary action was an acquisition (exercise of options); the disposition line reflects tax/withholding mechanics rather than a market sale for investment purposes.