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Current Report · Items 7.01, 9.01 · 8-K

DARLING INGREDIENTS INC.

DARNYSEEQUITYCurrent

Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On May 12, 2025, Darling Ingredients Inc. (the “Company”) announced that it signed a non-binding term sheet with Tessenderlo Group NV (“Tessenderlo”) (XBRU: TESB) to form a joint venture.…

Filed May 12, 2025Accepted May 12, 2025, 2:05 AM EDTCIK 916540Accession 0001193125-25-117232
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Company context

A pioneer in circularity, Darling Ingredients Inc. (NYSE: DAR) takes material from the animal agriculture and food industries and transforms them into valuable ingredients that nourish people, feed animals and crops, and fuel the world with renewable energy. The company operates over 260 facilities in more than 15 countries and processes about 15% of the world’s animal agricultural by-products, produces about 30% of the world’s collagen (both gelatin and hydrolyzed collagen), and is one of the largest producers of renewable energy. To learn more, visit darlingii.com. Follow us on LinkedIn.

Current securities

Recent company filings

  1. 4 filingSep 4, 2026
  2. 144 filingSep 2, 2026
  3. 4 filingAug 18, 2026
  4. 144 filingAug 18, 2026
  5. 144 filingAug 17, 2026

Disclosure sections

Items 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On May 12, 2025, Darling Ingredients Inc. (the “Company”) announced that it 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 company called NextidaTM. 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. The transaction is anticipated to close in 2026. A copy of the press release announcing the proposed transaction is furnished as Exhibit 99.1. The Company will hold a conference call and webcast for investors today, May 12, 2025 at 8 a.m., Central Time, to review the proposed transaction. The Company will have a slide presentation available to augment management’s formal presentation, which will be accessible via the investor relations section of the Company’s website. A copy of the slide presentation is furnished as Exhibit 99.2. This Current Report and Exhibits 99.1 and 99.2 includes “forward-looking statements,” which may include information concerning the Company’s financial performance, plans, objectives, goals, strategies, future earnings, cash flow, performance and other information that is not historical information. When used in this Current Report and Exhibits 99.1 and 99.2, the words “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “will” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statements contained in this Current Report and Exhibits 99.1 and 99.2. Numerous factors, many of which are beyond the Company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. These include factors which could preclude the Company from closing the proposed transaction or realizing the anticipated benefits of the proposed transaction. Other risk factors include those that are discussed in the Company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. The information in this Current Report and Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Filed exhibits (2)
EX-99.1 (by filename) d33757dex991.htm

EX-99.1 2 d33757dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE May 12, 2025 ───────────────────────── Darling Ingredients and Tessenderlo Group Agree to Form New Company to Accelerate Growth in Attractive Collagen-Based Health, Wellness and Nutrition Sector Creates ~$1.5 billion revenue company in fast-growing collagen-based health, nutrition and food sectors 85% owned and consolidated by Darling Ingredients Non-cash transaction, combining assets, capabilities Strengthens foundation around serving food and pharma customers Provides a platform for accelerated product development and growth Creates an opportunity to unlock significant shareholder value IRVING, Texas - Darling Ingredients Inc. (NYSE: DAR) today announced the signing of a non-binding term sheet with Tessenderlo Group (XBRU: TESB) to combine the collagen and gelatin segments of their companies into a new company called Nextida™, requiring no cash or initial investment from either party. This strategic partnership aims to create a top-tier, collagen-based health, wellness and nutrition products company positioned to capitalize on global collagen growth. The transaction is…

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EX-99.2 (by filename) d33757dex992.htm

EX-99.2 3 d33757dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 Nextida: Accelerating growth in health, wellness, nutrition products sector May 12, 2025 This presentation includes “forward-looking” statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements. Statements that are not statements of historical facts are forward-looking statements and are made pursuant to the safe harbor provisions of the Private SecuritiesLitigation Reform Act of 1995. Words such as “estimate,” “guidance,” “outlook,” “project,” “planned,” “contemplate,” “potential,” “possible,” “proposed,” “intend,” “believe,” “anticipate,” “expect,” “may,” “will,” “would,” “should,” “could,” and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical facts included in this presentation are forward-looking statements. Forward-looking statements are based on the Company's current expectations and assumptions regarding its business, the economy and other future conditions. The Company cautions readers that any such forward-looking statements it makes are not g…

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