Kemphaus Nicholas James 4

What Happened

• Nicholas James Kemphaus, EVP, General Counsel & Secretary of Darling Ingredients (DAR), received 4,621 shares upon vesting of performance-based restricted stock (code A, acquired at $0). To satisfy tax withholding (code F), 1,819 of those shares were surrendered at $51.92 each, generating proceeds of $94,442. Net shares retained from the vesting: 2,802. Using the $51.92 price, the gross value of the 4,621 vested shares was roughly $240k.

Key Details

• Transaction date: 2026-03-09; Filing date: 2026-03-10 (timely).
• Acquired: 4,621 shares at $0 (award/vesting). Withheld/disposed: 1,819 shares at $51.92 for tax withholding = $94,442.
• Net shares received: 2,802 (4,621 − 1,819). Total beneficial ownership after the transaction is not disclosed in the filing.
• Footnote: F1 — shares were performance shares that vested for the 2023–2025 performance period.
• Codes: A = award/vesting; F = tax withholding (share surrender). Filing appears timely (no late flag).

Context

• This was a compensation-related vesting of performance shares, not an open-market buy or sell. Withholding shares to cover taxes is routine and does not necessarily indicate the insider’s view of the stock. For retail investors, award vesting increases insider exposure but should be weighed with other insider transactions and company fundamentals.