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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of report (Date of earliest event reported) |
December 10, 2025 |
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DARLING INGREDIENTS INC. |
| (Exact Name of Registrant as Specified in Charter) |
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| Delaware |
001-13323 |
36-2495346 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
5601 N. MacArthur Blvd., Irving, Texas 75038
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 717-0300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common stock $0.01 par value per share |
DAR |
New York Stock Exchange |
(“NYSE”) |
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NYSE Texas |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On December 10, 2025, Darling Ingredients Inc., a Delaware corporation (“Darling”), issued a press release announcing entry into a definitive agreement with Tessenderlo Group NV, a public limited company organized under the laws of Belgium (“Tessenderlo”), to form a joint venture. The definitive agreement is the Master Contribution Agreement (the “Contribution Agreement”) and is among Darling, Darling Global Holdings Inc., a Delaware corporation and wholly owned subsidiary of Darling (together with Darling, the “Company”), Tessenderlo, and NewCo Collagen LLC, a Delaware limited liability company (“NewCo”). Under the Contribution Agreement, the Company and Tessenderlo have agreed to contribute certain of their assets and liabilities related to their respective collagen and gelatin business segments into NewCo in exchange for equity interests in NewCo, and upon the closing of the transaction, the Company will have an 85% equity interest and Tessenderlo will have a 15% equity interest in NewCo. The completion of the transaction contemplated by the Contribution Agreement is subject to all required regulatory approvals and certain other closing conditions.
In addition, at and subject to the closing of the transaction, Darling (or a wholly-owned subsidiary) and Tessenderlo will enter into an amended and restated limited liability company agreement of NewCo that will set forth, among other things, the governance and operation of NewCo’s business and assets and the respective rights and obligations of the members of NewCo, which include certain restrictive covenants, equity transfer restrictions and the right of Tessenderlo, upon the five or seven year anniversaries of the closing of the transaction, to require Darling or its designee to purchase Tessenderlo’s equity in NewCo at a pre-agreed price.
A copy of the press release announcing entry into the definitive agreement is furnished as Exhibit 99.1.
This Current Report and Exhibit 99.1 include “forward-looking statements,” which may include information concerning Darling’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 Exhibit 99.1, 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 Darling 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 Exhibit 99.1. Numerous factors, many of which are beyond Darling’s control, could cause actual results to differ materially from those expressed as forward-looking statements. These include factors which could preclude Darling from closing the transaction with Tessenderlo or realizing the anticipated benefits of the proposed transaction. Other risk factors include those that are discussed in Darling’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and Darling 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 Exhibit 99.1 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| 99.1 |
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| 104 |
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Cover Page Interactive Data File (embedded within Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DARLING INGREDIENTS INC. |
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| Date: December 10, 2025 |
By: |
/s/ John F. Sterling |
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John F. Sterling |
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Executive Vice President,
General Counsel |
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EX-99.1
2
us-projectoceandefiniative.htm
EX-99.1
Document
FOR IMMEDIATE RELEASE EXH 99.1
Dec. 10, 2025
Darling Ingredients and Tessenderlo Group Sign Definitive Agreement to form New Company to Accelerate Growth in Attractive Collagen-Based Health, Wellness and Nutrition Sector
IRVING, Texas – Darling Ingredients Inc. (NYSE: DAR) today announced the signing of a definitive agreement with Tessenderlo Group (XBRU: TESB) to combine the collagen and gelatin segments of their companies into a new company, 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.
Darling Ingredients first announced the joint venture in May. The proposed new company will combine Darling Ingredients’ collagen and gelatin business, branded as Rousselot, with Tessenderlo Group’s PB Leiner business. Darling Ingredients will hold a majority, 85% ownership stake and Tessenderlo Group will hold the remaining 15%. The combination will result in a new company, initially with expected annual revenue of approximately $1.5 billion, and total gelatin and collagen capacity of about 200,000 metric tons across 22 facilities located in South America, North America, Europe and Asia.
Over time, the integration of the two companies provides significant opportunities to realize synergies and develop the Nextida portfolio of products, which are designed to deliver targeted health benefits and provide a significant opportunity to increase earnings.
“This strategic partnership is expected to create new opportunities for growth, while expanding options to enhance shareholder value for Darling Ingredients,” said Randall C. Stuewe, Chairman and Chief Executive Officer of Darling Ingredients. “Collagen continues to be the fastest-growing part of our food segment, and with PB Leiner’s talented team, assets and product portfolio, we are well positioned to accelerate innovation, scale and growth in this dynamic market.”
Luc Tack, Chief Executive Officer, Tessenderlo Group, added “This final agreement is an important step forward in building a stronger future for our partnership.”
Pending regulatory approvals, the transaction is expected to close in 2026.
About Darling Ingredients
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.
About Tessenderlo Group
Tessenderlo Group is an industrial group that focuses on agriculture, valorizing bio-residuals, machinery, mechanical engineering, electronics, energy, and providing industrial solutions with a focus on water. With its headquarters in Belgium, the group is active in over 100 countries and has a global team of more than 7,000 employees.
Cautionary Statements Regarding Forward-Looking Information:
This release may contain “forward-looking statements,” which 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, including information concerning the outlook and projected performance of the proposed joint venture company to be formed with Tessenderlo. When used in this release, 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 or the joint venture company to be formed with Tessenderlo 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 release. 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 with Tessenderlo 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.
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Darling Ingredients Contacts
Media: Jillian Fleming
Director, Global Communications
(972) 541-7115; jillian.fleming@darlingii.com
Investors: Suann Guthrie
Senior VP, Investor Relations and Global Affairs
(469) 214-8202; suann.guthrie@darlingii.com
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