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DARLING INGREDIENTS INC.

For the period ended Sep 27, 2025. Filed Nov 5, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 27, 2025 · Filed Nov 5, 2025

DAR$51.57-1.8%Stored close · as of Nov 10, 2026

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Item 1. LEGAL PROCEEDINGS

On May 21, 2025, plaintiff William Jopke (“Plaintiff”) filed a Verified Stockholder Class Action Complaint (the “Complaint”) in the Court of Chancery of the State of Delaware (the “Court”) against the Company and the members of its board of directors (the “Board”), commencing an action styled Jopke v. Darling Ingredients Inc., C.A. No. 2025-0562-PAF (the “Action”). In the Action, Plaintiff alleged that certain provisions in the Amended and Restated Bylaws of Darling Ingredients Inc. (as adopted on February 24, 2023, the “Bylaws”) violated 8 Del. C.§228 (“Section 228”). While the Company and the Board deny completely all of the allegations of wrongdoing in the Complaint, on July 7, 2025, the Board amended the Bylaws. As a result of this amendment of the Bylaws, the parties agreed that the amendment of the Bylaws mooted the claims in the Action and filed a Stipulation and Proposed Order dismissing the Action with prejudice as to the Plaintiff in the Action only. Without admitting any fault or wrongdoing, the Company agreed to pay $70,000 in fees and expenses to Plaintiff’s counsel in the Action (the “Mootness Fee”).

On August 19, 2025, the Court entered a Stipulation and Order dismissing the Action as moot, subject to the Company filing an affidavit with the Court confirming compliance with the requirement in the order that the Company disclose in its next periodic filing with the SEC the payment of the Mootness Fee. The Court has not passed on the amount of fees and expenses.

In addition, other information required by this Item 1 is contained within Note 17 (Contingencies) on pages 27 through 29 of this Form 10-Q and is incorporated herein by reference.

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