Financial Analysis

Acquisitions Joint Venture with Tessenderlo Group NV On May 12, 2025, the Company signed a non-binding term sheet with Tessenderlo Group NV (Tessenderlo) (XBRU: TESB) to form a joint venture. The purpose of the joint venture is to combine the collagen and gelatin businesses of the Company, which businesses operate under the Rousselot brand, and Tessenderlo, which businesses operate under the PB Leiner brand. These businesses will be contributed to a new joint venture. The Company will hold an 85% ownership stake in the joint venture and Tessenderlo will hold the remaining 15% ownership stake. The term sheet covers customary items, including structure, governance, and management of the joint venture. The formation of the joint venture is subject to customary due diligence, negotiation of definitive transaction documents, satisfaction of customary closing conditions, and regulatory approvals. Miropasz Group On January 31, 2024, a wholly owned international subsidiary of the Company acquired all of the shares of the Miropasz Group (the Miropasz Acquisition), a rendering company in Poland that is now in our Feed Ingredients segment, for a cash purchase price of approximately 105.6 million (approximately $114.3 million USD at the exchange rate of 1.0:USD$1.082198 on the closing date). In addition, the Company incurred a liability of approximately 7.0 million (approximately $7.6 million USD at the exchange rate on the closing date) for acquisition consideration hold-back amount tha …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Contingencies The Company is a party to various lawsuits, claims and loss contingencies arising in the ordinary course of its business, including insured worker's compensation, auto, and general liability claims, assertions by certain regulatory and governmental agencies related to various matters including labor and employment, employee benefits, occupational safety and health, wage and hour, compliance, sustainability, permitting requirements, environmental matters, including air, wastewater and storm water discharges from the Companys processing facilities and other federal, state and local issues, litigation involving tort, contract, statutory, labor, employment, and other claims, and tax matters. The Companys workers compensation, auto and general liability policies contain significant deductibles or self-insured retentions. The Company estimates and accrues its expected ultimate claim costs related to accidents occurring during each fiscal year under these insurance policies and carries this accrual as a reserve until these claims are paid by the Company. As a result of the matters discussed above, the Company has established loss reserves for insurance, regulatory, governmental, environmental and litigation. At September 27, 2025 and December 28, 2024, the reserves for insurance, regulatory, governmental, environmental and litigation reflected on the balance sheet in accrued expenses and other noncurrent liabilities was approximately $101.8 million and $97.1 million, r …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt Debt consists of the following (in thousands): September 27, 2025 December 28, 2024 Amended Credit Agreement: Revolving Credit Facility ($160.8 million and zero denominated in at September 27, 2025 and December 28, 2024, respectively) $ 752,751 $ 267,000 Term A facility 900,000 Less unamortized deferred loan costs (4,006) Carrying value Term A facility 895,994 Term A-1 facility 397,000 Less unamortized deferred loan costs (366) Carrying value Term A-1 facility 396,634 Term A-2 facility 471,875 Less unamortized deferred loan costs (509) Carrying value Term A-2 facility 471,366 Term A-3 facility 297,750 Less unamortized deferred loan costs (560) Carrying value Term A-3 facility 297,190 Term A-4 facility 481,250 Less unamortized deferred loan costs (664) Carrying value Term A-4 facility 480,586 6% Senior Notes due 2030 with effective interest of 6.12% 1,000,000 1,000,000 Less unamortized deferred loan costs net of bond premium (4,940) (5,605) Carrying value 6% Senior Notes due 2030 995,060 994,395 5.25% Senior Notes due 2027 with effective interest of 5.47% 500,000 500,000 Less unamortized deferred loan costs (1,602) (2,322) Carrying value 5.25% Senior Notes due 2027 498,398 497,678 4.5% Senior Notes due 2032 - Denominated in euro with effective interest of 4.7% 876,825 Less unamortized deferred loan costs - Denominated in euro (10,073) Carrying value 4.5% Senior Notes due 2032 866,752 3.625% Senior Notes due 2026 - Denominated in euro with effective interest of 3.83% 536,7 …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following tables present the Company revenues disaggregated by geographic area and major product types by reportable segment for the three and nine months ended September 27, 2025 and September 28, 2024 (in thousands): Three Months Ended September 27, 2025 Feed Ingredients Food Ingredients Fuel Ingredients Total Geographic Area North America $ 781,733 $ 100,056 $ $ 881,789 Europe 114,784 179,342 154,277 448,403 China 12,017 56,908 68,925 South America 116,737 30,501 147,238 Other 3,844 13,767 17,611 Total net sales $ 1,029,115 $ 380,574 $ 154,277 $ 1,563,966 Major product types Fats $ 428,415 $ 44,331 $ $ 472,746 Used cooking oil 125,900 125,900 Proteins 338,800 338,800 Bakery 46,900 46,900 Other rendering 76,900 76,900 Food ingredients 311,067 311,067 Bioenergy 154,277 154,277 Other 12,200 25,176 37,376 Total net sales $ 1,029,115 $ 380,574 $ 154,277 $ 1,563,966 Nine Months Ended September 27, 2025 Feed Ingredients Food Ingredients Fuel Ingredients Total Geographic Area North America $ 2,179,259 $ 309,066 $ $ 2,488,325 Europe 323,522 532,139 448,192 1,303,853 China 23,001 161,103 184,104 South America 325,110 78,238 403,348 Other 11,038 35,410 46,448 Total net sales $ 2,861,930 $ 1,115,956 $ 448,192 $ 4,426,078 Major product types Fats $ 1,159,930 $ 133,381 $ $ 1,293,311 Used cooking oil 290,100 290,100 Proteins 1,017,000 1,017,000 Bakery 149,100 149,100 Other rendering 209,900 209,900 Food ingredients 900,997 900,997 Bioenergy 448,192 448,192 Other 35,900 81,578 117,478 …

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Fair Value Measurements FASB authoritative guidance defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The following table presents the Companys financial instruments that are measured at fair value on a recurring and nonrecurring basis as of September 27, 2025 and are categorized using the fair value hierarchy under FASB authoritative guidance. The fair value hierarchy has three levels based on the reliability of the inputs used to determine the fair value. Fair Value Measurements at September 27, 2025 Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (In thousands of dollars) Total (Level 1) (Level 2) (Level 3) Assets Derivative assets $ 29,328 $ $ 29,328 $ Total Assets $ 29,328 $ $ 29,328 $ Liabilities Derivative liabilities $ 3,147 $ $ 3,147 $ Total Liabilities $ 3,147 $ $ 3,147 $ Fair Value Measurements at December 28, 2024 Using Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (In thousands of dollars) Total (Level 1) (Level 2) (Level 3) Assets Derivative assets $ 30,693 $ $ 30,693 $ Total Assets $ 30,693 $ $ 30,693 $ Liabilities Derivative liabilities $ 41,920 $ $ 41,920 $ Contingent consideration 28,862 28,862 Total Liabilities $ 70,782 $ $ 41,920 $ 28,862 Derivative assets and liabilities consist primarily of the Companys corn option and future con …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes The Company has provided income taxes for the three months ended September 27, 2025 and September 28, 2024, based on its estimate of the effective tax rate for the entire 2025 and 2024 fiscal years. The Companys estimated annual effective tax rate is based on forecasts of income by jurisdiction, permanent differences between book and tax income, the relative proportion of income and losses by jurisdiction, and statutory income tax rates. Discrete events such as the assessment of the ultimate outcome of tax audits, audit settlements, recognizing previously unrecognized tax benefits due to the lapsing of statutes of limitation, recognizing or derecognizing deferred tax assets due to projections of income or loss and changes in tax laws are recognized in the period in which they occur. Unrecognized tax benefits represent the difference between tax positions taken or expected to be taken in a tax return and the benefits recognized for financial statement purposes. As of September 27, 2025 and September 28, 2024, the Company had $10.8 million and $10.4 million, respectively, of gross unrecognized tax benefits and $2.6 million and $2.0 million, respectively, of related accrued interest and penalties. The Companys gross unrecognized tax benefits are not expected to decrease significantly within the next twelve months. On August 16, 2022, the U.S. government enacted the IR Act that includes tax incentives, such as the CFPC, for energy and climate initiatives. The CFPC, a …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Employee Benefit Plans During the secon d quarter of fiscal 2025, the Company terminated two of the Company's domestic defined benefit pension plans, resulting in a curtailment and a settlement for financial reporting purposes. Net pension cost for the three and nine months ended September 27, 2025 and September 28, 2024 includes the following components (in thousands): Pension Benefits Pension Benefits Three Months Ended Nine Months Ended September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024 Service cost $ 793 $ 795 $ 2,291 $ 2,369 Interest cost 1,572 1,914 5,259 5,731 Expected return on plan assets (1,467) (1,810) (4,798) (5,426) Amortization of prior service cost (3) (6) (7) (18) Amortization of actuarial loss 122 349 578 1,047 Amortization of settlement 13 5,867 Net pension cost $ 1,030 $ 1,242 $ 9,190 $ 3,703 Based on annual actuarial estimates, at September 27, 2025 the Company expects to contribute approximately $4.2 million to its pension plans to meet funding requirements during the next twelve months. Additionally, the Company has made tax deductible discretionary and required contributions to its pension plans for the nine months ended September 27, 2025 and September 28, 2024 of approximately $1.9 million and $1.8 million, respectively. The Company participates in various multiemployer pension plans which provide defined benefits to certain employees covered by labor contracts. These plans are not administered by the Company and contributions …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

Related Party Transactions Raw Material Agreement The Company entered into a Raw Material Agreement with the DGD Joint Venture in May 2011 pursuant to which the Company will offer to supply certain animal fats and used cooking oil at market prices, but the DGD Joint Venture is not obligated to purchase the raw material offered by the Company. Additionally, the Company may offer other feedstocks to the DGD Joint Venture, such as inedible corn oil, purchased on a resale basis. For the three months ended September 27, 2025 and September 28, 2024, the Company recorded net sales to the DGD Joint Venture of approximately $342.1 million and $264.8 million, respectively. For the three months ended September 27, 2025 and September 28, 2024, our net sales to the DGD Joint Venture were approximately 22% and 19%, respectively, of total net sales. For the nine months ended September 27, 2025 and September 28, 2024, the Company recorded net sales to the DGD Joint Venture of approximately $851.6 million and $746.1 million, respectively. For the nine months ended September 27, 2025 and September 28, 2024, our net sales to the DGD Joint Venture were approximately 19% and 17%, respectively, of total net sales. At September 27, 2025 and December 28, 2024, the Company had $6.0 million and $9.5 million in outstanding receivables due from the DGD Joint Venture, respectively. In addition, the Company has eliminated approximately $89.6 million and $63.7 million of additional sales for the nine month …

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Revenue The Company extends payment terms to its customers based on commercially acceptable practices. The term between invoicing and payment due date is not significant. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring finished products or performing services, which is generally based on an executed agreement or purchase order. Most of the Companys products are shipped based on the customer specifications. Customer returns are infrequent and not material to the Company. Adjustments to net sales for sales deductions are generally recognized in the same period as the sale or when known. Customers in certain industries or countries may be required to prepay prior to shipment in order to maintain payment protection. These represent short-term prepayment from customers and are not material to the Company. The Company elected to treat shipping and handling as fulfillment costs. Sales, value-add, and other taxes collected concurrently with revenue-producing activities are excluded from revenue and booked on a net basis. The following tables present the Company revenues disaggregated by geographic area and major product types by reportable segment for the three and nine months ended September 27, 2025 and September 28, 2024 (in thousands): Three Months Ended September 27, 2025 Feed Ingredients Food Ingredients Fuel Ingredients Total Geographic Area North America $ 781,733 $ 100,056 $ $ 881,789 Europe 114,784 179,342 154,2 …

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Business Segments In 2024, the Company adopted Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, on a retrospective basis. The Company sells its products through a global network of over 260 locations across five continents within three industry segments: Feed Ingredients, Food Ingredients and Fuel Ingredients. The Company's segments are determined as those operations whose results are reviewed regularly by the chief operating decision maker (CODM), who is the Company's Chief Executive Officer, in deciding how to allocate resources and assess performance. Each segment is organized and managed based upon the nature of the Company's markets and customers and consists of similar products and services. The following is a description of each segment's business operations. Feed Ingredients Feed Ingredients consists principally of (i) the Companys U.S. ingredients business, including the Companys fats and proteins, used cooking oil, trap grease, the Company's Canada ingredients business, and the ingredients and specialty products businesses conducted by Darling Ingredients International under the Sonac and FASA names (proteins, fats, and blood products) and (ii) the Companys bakery residuals business. Feed Ingredients operations process animal by-products and used cooking oil into fats, proteins and hides. Food Ingredients Food Ingredients consists principally of (i) the collagen business conducted by Darlin …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements include the accounts of Darling and its consolidated subsidiaries. Noncontrolling interests represent the outstanding ownership interest in the Companys consolidated subsidiaries that are not owned by the Company. In the accompanying Consolidated Statements of Operations, the noncontrolling interest in net income of the consolidated subsidiaries is shown as an allocation of the Companys net income and is presented separately as Net income attributable to noncontrolling interests. In the Companys Consolidated Balance Sheets, noncontrolling interests represent the ownership interests in the Companys consolidated subsidiaries' net assets held by parties other than the Company. These ownership interests are presented separately as Noncontrolling interests within Stockholders' Equity. All intercompany balances and transactions have been eliminated in consolidation. (b) Fiscal Periods The Company has a 52/53 week fiscal year ending on the Saturday nearest December 31. Fiscal periods for the consolidated financial statements included herein are as of September 27, 2025, and include the 13 and 39 weeks ended September 27, 2025, and the 13 and 39 weeks ended September 28, 2024. (c) Cash and Cash Equivalents The Company considers all short-term highly liquid instruments, with an original maturity of three months or less, to be cash equivalents. Cash balances are recorded net of bo …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Stockholders' Equity Fiscal 2025 Long-Term Incentive Opportunity Awards (2025 LTIP) . On December 20, 2024, the Compensation Committee (the Committee) of the Companys Board of Directors adopted the 2025 LTIP pursuant to which on January 3, 2025 the Company awarded certain of the Companys key employees, 244,130 restricted stock units and 355,383 performance share units (the PSUs) under the Companys 2017 Omnibus Incentive Plan. The restricted stock units vest 33.33% on the first, second and third anniversaries of the grant date. The PSUs are tied to a three-year forward-looking performance period and will be earned based on the Companys average return on gross investment (ROGI), as calculated in accordance with the terms of the award agreement, relative to the average ROGI of the Companys performance peer group companies, with the earned award to be determined in the first quarter of fiscal 2028, after the final results for the relevant performance period are determined. The PSUs were granted at a target of 100%, but each PSU will reduce or increase (up to 225%) depending on the Companys ROGI relative to that of the performance peer group companies and is also subject to the application of a total shareholder return (TSR) cap/collar modifier depending on the Companys TSR during the performance period relative to that of the performance peer group companies. The Companys Board of Directors approved a share repurchase program in August 2017, which was refreshed on June 21, 2024 u …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing