DAR

MKT CAP $9.3BP/E 15.9DIV YIELD —FCF YIELD —REV TTM $6.5B +14.9%NET INCOME $597.9M +467.5%NET DEBT $1.7B52W 30.56 – 68.34SEC XBRL · TTM TO Invalid Date

How DAR rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2026

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Risk Factors, under the captions “ Seasonal factors and weather, including the physical impacts of climate related changes, can impact the availability, quality and volume of raw materials that we process and negatively affect our operations; ” “ Our operations are subject to extensive and evolving environmental, health and safety laws and regulations, and we could incur significant costs to comply with these requirements or be subject to sanctions or held liable for damages, including environmental damages; ” and “We may not be able to achieve our climate, sustainability or other such goals, targets or objectives. ” INTELLECTUAL PROPERTY The Company maintains valuable trademarks, service marks, copyrights, trade names, trade secrets, proprietary technologies and similar intellectual property, and considers our intellectual property to be of material value.
Page 12 HUMAN CAPITAL We are committed to having an engaged and inclusive workplace that fosters learning, development and innovation, and we are committed to building a culture and working environment that is inclusive and respectful for all, and where our employees can do their best work and feel valued for their contributions.
We retain talent by providing employees with training, mentoring and career development.
As of January 3, 2026, the Company employed globally approximately 15,000 persons full-time.
While we have no national or multi-plant union contracts, at January 3, 2026, approximately 17% of the Company’s North American employees were covered by multiple collective bargaining agreements.
In addition, approximately 66% of Darling Ingredients International's employees are covered by various collective bargaining agreements.
These authorities and regulations include: ▪ Mandatory recall authority for adulterated or misbranded foods where the use of or exposure to such foods is likely to cause serious adverse health consequences or death to humans or animals, if the responsible party fails to cease distribution and recall such adulterated or misbranded foods voluntarily. ▪ Regulations that define the FDA’s administrative detention authority to include the authority to detain an article of food if there is reason to believe the food is adulterated or misbranded.
Page 13 ▪ Section 306 of the FSMA provides that the FDA must refuse admission of food into the United States if a foreign food establishment or foreign government refuses to permit entry for an inspection. ▪ Section 102 of the FSMA amended facility registration requirements in the Federal Food, Drug and Cosmetic Act for domestic and foreign manufacturers, processors, packers or holders of food for human or animal consumption, to require that facility registrations be renewed during the fourth quarter of each even-numbered year, beginning October 1, 2012, and that additional information be included in such registrations.
FSMA also provides that, if the FDA determines that food manufactured, processed, packed, received, or held by a registered facility has a reasonable probability of causing serious adverse health consequences or death to humans or animals, the FDA may suspend the registration of a facility that created, caused, or was otherwise responsible for such reasonable probability, or knew or had reason to know of such probability and packed, received, or held the food. ▪ The FDA has issued final rules for preventive controls (“PCs”) for human food and animal feed (“Human Food PC Rule” and “Animal Food PC Rule,” respectively), which apply to registered FDA facilities that manufacture, process, pack and hold human or animal food and require these facilities to establish and implement written food safety plans, which include hazard analyses, PCs to ensure that significant hazards that are identified as needing to be controlled will be significantly reduced or prevented, monitoring of PCs, supply-chain controls if appropriate to control a significant hazard, recall plans, corrective action procedures, verification activities and record keeping standards.
In March 2025, the deadline for compliance was extended by 30 months to July 20, 2028.
Page 14 Management believes we are in compliance with these provisions of FSMA and the finalized rules.
See Item 1A “Risk Factors - Our business may be affected by the impact of animal related disease, such as BSE, and by other food safety or food regulatory issues,” for more information. • The United States Department of Agriculture (“USDA”), which has authority over meat, poultry, and egg products and inspects producers to ensure compliance with applicable laws and regulations.
The final rule established a system for classifying regions as to BSE risk that is consistent with international standards set by the World Organization for Animal Health (“WOAH”), and based importation requirements for cattle and beef products on: (i) the inherent risk of BSE infectivity in the commodity to be imported and (ii) the BSE risk status of the region from which the commodity originates. • The U.S.
The EPA also administers the National Renewable Fuel Standard Program (“RFS”). • The Association of American Feed Control Officials (“AAFCO”), which is a voluntary membership association of state and federal agencies that regulate the sale and distribution of animal feeds and animal drug remedies.
Page 15 European Union and EU Member States • The European Union, which has competence to adopt legislation which is binding on the EU Member States and, as regards regulations, their citizens, related to inter alia , employment and social affairs, agriculture, environment, consumer protection and public health. • EU Member States must correctly transpose EU Directives into their national legislation and directly apply EU Regulations, and ensure adequate and effective enforcement, control and supervision of the relevant principles, including minimum safety and health requirements for the workplace and use of work equipment by workers, as well as the implementation and maintenance of a system of official controls and other activities as appropriate to the circumstances, such as relevant communications on food and feed safety and risk, food and feed safety surveillance and other monitoring activities covering all stages of production, processing and distribution.
Relevant Directorate Generals include, but are not limited to: • Directorate-General for Health and Food Safety , which is responsible for EU policy on food safety and health and for monitoring the implementation of related EU legislation, including the TSE Regulation and the Animal By-Products Regulation, and including but not limited to food, feed hygiene, human and animal health, technical uses of animal proteins and other animal by-products and packaging. • Directorate-General for the Environment , which is responsible for EU policy on the environment and for monitoring the implementation of related EU legislation, including but not limited to Directive 2010/75/EU on Industrial Emissions (Integrated Pollution Prevention and Control) and, together with other Directorate-Generals of the European Commission, the Best Available Techniques Reference Document on the Slaughterhouses and Animal By-products Industries.
Relevant Agencies and Authorities include, but are not limited to: • The European Medicines Agency , which is responsible for the scientific evaluation, supervision and safety monitoring of medicinal products for human and veterinary use in the EU and establishes guidance amongst others for bovine-containing medicinal products for human or veterinary use, and maximum residue limits. • The European Chemicals Agency , which is responsible for the implementation of Regulation (EC) No 1907/2006 on the Registration, Evaluation, Authorisation and Restriction of Chemicals. • The European Food Safety Authority (the “EFSA”) , which advises the European Commission, the European Parliament and the EU Member States on food safety matters, including on animal feed, animal health and welfare, biological hazards and contaminants. • The Council of Europe's , European Directorate for the Quality of Medicine and Healthcare , which establishes quality standards for safe medicinal products for human and veterinary use in Europe by developing guidance and standards in the areas of blood transfusion, organ, cell and tissue transportation and consumer health issues. • The EU Member States’ national competent authorities responsible for, including but not limited to, human and animal medicinal products, issuing permits, approvals and registrations to establishments or plants engaged in certain activities related to the handling of animal by-products and food and feed production, human and animal health and feed production, environmental regulation, including waste management, collection and transport of animal by-products, as well as health and safety of workers.
Page 16 United Kingdom • The Medicines and Healthcare products Regulatory Agency (“MHRA”), which is an executive agency of the Department of Health and Social Care and is responsible for, inter alia , ensuring the safety of medicinal products for human and veterinary use. • The Department for Environment, Food and Rural Affairs (“DEFRA”), which is responsible for environmental protection, food production and standards, agriculture, fisheries and rural communities. • The Animal and Plant Health Agency (“APHA”), which is an executive agency of DEFRA and is responsible for protecting the health and welfare of the general public and animals from disease.
Feed businesses need to be approved or registered with their local authority trading standards office. • The Food Standards Agency (“FSA”), which is responsible for safeguarding public health, including in relation to food and feed.
Local authorities are responsible for delivering activities such as inspections, audits and surveillance, sampling in most food and feed establishments. • The United Kingdom’s Health and Safety Executive (“HSE”), which is the government body responsible for enforcing health and safety at work legislation, such as the Health and Safety at Work Act 1974 , and enforcing health and safety law in industrial workplaces, together with local authorities.
The HSE is the primary agency responsible for regulating chemicals in the UK and oversees the safe use, storage and disposal of chemicals to protect human health and the environment. • The United Kingdom’s Serious Fraud Office , which is responsible for investigating and prosecuting violations of the U.K.
China • The State Administration for Market Regulation and the General Administration of Customs of China , which supervise the import and export of food and feed. • The National Health Commission , which establishes standards for food and pharmaceutical products. • The Chinese Pharmacopeia , which establishes standards for pharmaceutical products. • Ministry of Ecology and Environment , which regulates the environmental protection standards. • Ministry of Human Resources and Social Security of the People’s Republic of China , which establishes the regulations of labor, welfare and health insurance. • Ministry of Emergency Management of the People’s Republic of China , which establishes the work safety standards and regulations.
Page 17 Brazil • The Ministry of Agriculture and Cattle (Ministério da Agricultura, Pecuária) , which regulates the production of collagen and activities related to animal feed (i.e., animal slaughter by products). • Ministry of Labor (Ministério do Trabalho) , which regulates labor health and safety. • The Ministry of the Environment and Climate Change (Ministério do Meio Ambiente e Mudança do Clima - MMA), which regulates and supervises the implementation of the national policy for the environment. • Federal Environmental Agency (Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis - IBAMA), which regulates and supervises the development of potentially pollutant activities in Brazil as well as is responsible for the Federal Technical Registry (Cadastro Técnico Federal – CTF), required for all the enterprises which develop potentially pollutant activities and/or use of natural resources. • Various local and State environmental agencies , which are responsible for the State-Level and local-level control, supervision, monitoring and licensing process for pollution generating activities in the areas in which we operate. • Brazilian Federal Police, which is responsible for regulating and inspecting controlled chemical industrial products. • Brazilian Army , which is responsible for regulating and inspecting controlled chemical industrial products. • Federal Council of Veterinary Medicine (CFMV), and its regional counterparts (Reginal Councils of Veterinary Medicine – CRMV ), which guide, control, inspect, and regulate the exercise of certain professional categories, and issue the registration of companies (i.e., the Legal Entity Registration Certificate issued by the competent professional council – “CRPJ”) and the annotation of legally qualified professionals in charge of them (i.e., the Technical Responsibility Note issued by the competent professional council – “ART”). • Federal Council of Chemistry (CFQ) , and its regional counterparts (Regional Councils of Chemistry – CRQ), which guide, control, inspect, and regulate the exercise of certain professional categories, and issue the CRPJ (described above) and the ART (described above). • Brazilian Oil, Gas & Biofuels Regulatory Agency (ANP ), which is responsible for the regulation of the operation of biofuel production plants, an activity that one of our subsidiaries is engaged with. • National Land Transport Agency (ANTT ), which issues subscriptions on the National Register of Road Freight Transporters (RNTRC) and regulates road cargo transportation, an activity that one of our subsidiaries is engaged with. • The Office of the Comptroller General (CGU) , the Public Prosecutor’s Office (Minestério Público da União) , and the Attorney General’s Office (AGU) , which enforce the Brazilian corporate anti-corruption law.
Australia • The Australian Quarantine and Inspection Service , which regulates the import and export of agricultural products, including animal by-products. • The Department of Agriculture, Fisheries and Forestry , which administers meat and animal by-product legislation. • PrimeSafe , which is the principal regulator of meat and animal by-product businesses in the State of Victoria. • The Australian Competition and Consumer Commission , which regulates Australia’s competition and consumer protection law. • The Australian Securities and Investments Commission , which regulates Australia’s company and financial services laws. • Worksafe Victoria , which is the regulator responsible for administering and enforcing occupational health and safety laws and regulations in the State of Victoria. • Environment Protection Authority Victoria , which administers environmental protection laws in Victoria.
Page 18 • Goulburn-Murray Rural Water Corporation , which manages allocation and use of water under local water laws in Victoria.
The Company’s website is https://www.darlingii.com and the address for the Company’s investor relations website is https://www.darlingii.com/investors .
Risks and uncertainties that may affect, or have affected, our business, operating results and financial condition include, but are not limited to, the following: • The prices of many of our products are subject to significant volatility associated with commodities markets; • Our business is dependent on the procurement of raw materials, which is a competitive aspect of our business; • The DGD Joint Venture subjects us to a number of risks; • Our renewable energy businesses, including the DGD Joint Venture, are highly dependent on government programs, incentives and regulatory frameworks, which are subject to change and uncertainty; • We are highly dependent on natural gas, diesel fuel and electricity, the prices of which can be volatile, and such dependency could materially adversely affect our business; • A significant percentage of our revenue is attributable to a limited number of suppliers and customers; • Certain of our operating facilities are highly dependent upon a single or a few suppliers; • We face risks associated with our international activities, which could negatively affect our sales to customers in foreign countries and our operations and assets in such countries; • Seasonal factors and weather, including the physical impacts of climate related changes, can impact the availability, quality and volume of raw materials that we process and negatively affect our operations; • If we or our customers are the subject of product liability or other claims or product recalls, we may incur significant and unexpected costs and our business reputation could be adversely affected; Page 19 • In certain markets we are highly dependent upon a single operating facility and various events beyond our control could cause an interruption in the operation of our facilities, which could adversely affect our business in those markets; • We may incur losses and additional costs as a result of our hedging transactions; • Media campaigns related to feed and food ingredient production or fuel production present reputational and other risks; • An impairment in the carrying value of our goodwill or other intangible assets may have a material adverse effect on our results of operations; • Our operations are subject to extensive and evolving environmental, health and safety laws and regulations, and we could incur significant costs to comply with these requirements or be subject to sanctions or held liable for damages, including environmental damages; • Our business may be negatively impacted by the occurrence of any disease correctly or incorrectly linked to animals; • Our business may be affected by the impact of animal related disease, such as BSE, and by other food safety or food regulatory issues; • P andemics, epidemics or disease outbreaks, may disrupt our business, including, among other things, our supply chain and production processes, each of which could materially affect our operations, liquidity, financial condition and results of operations; • We may be subject to work stoppages at our operating facilities, which could cause interruptions in the manufacturing or distribution of our products; • Certain U.S. multiemployer defined benefit pension plans to which we contribute are underfunded and these plans may require minimum funding contributions or we may be subject to liabilities due to a termination of, or our withdrawal from, such plans; • Our substantial indebtedness could adversely affect our financial condition; • Despite our existing level of indebtedness, we and our subsidiaries could substantially increase our indebtedness, which could further exacerbate the risks to our financial condition described above; • We may not generate sufficient cash to service all of our debt and may be forced to take other actions to satisfy our debt obligations, which may not be successful; • Our ability to make payments on our debt depends in part on the performance of our subsidiaries, including our non-guarantor subsidiaries, and their ability to transfer funds to members of our group liable to make payments on our debt; • The market price of our common stock has been and may continue to be volatile, which could cause the value of your investment to decline; • Our ability to pay any dividends on our common stock may be limited and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock; • Future sales of our common stock or the issuance of other equity may adversely affect the market price of our common stock; • Our common stock is an equity security and is subordinate to our existing and future indebtedness; • The issuance of shares of preferred stock could adversely affect holders of common stock, which may negatively impact your investment; • We may incur material costs and liabilities in complying with government regulations; • Downturns and volatility in global economies and commodity and credit markets could materially adversely affect our business, results of operations and financial condition; • We may not successfully identify and complete acquisitions or joint ventures on favorable terms or achieve anticipated synergies relating to any acquisitions or joint ventures, and such acquisitions or joint ventures could result in unknown liabilities, unforeseen operating difficulties and expenditures and require significant management resources; • Our business may be adversely impacted by fluctuations in foreign currency exchange rates, which could affect our ability to comply with our financial covenants; • Large capital projects can take many years to complete, and market conditions could deteriorate over time, negatively impacting project returns; • Changes in consumer preference could negatively impact our business; • If we experience difficulties or a significant disruption in our information systems or if we fail to implement new systems and software successfully, our business could be materially adversely affected; Page 20 • Increased information technology security threats and more sophisticated computer crime pose a risk to our systems, networks, products and services, while data privacy and cybersecurity laws continue to proliferate presenting heightened regulatory risk; • Artificial intelligence could subject the Company to loss through various internal and external risks; • Our success is dependent on our key personnel; • We could have a material weakness in our internal control over financial reporting that would require remediation; • Changes in our tax rates or exposure to additional income tax liabilities could impact our profitability; • Litigation or regulatory proceedings may materially adversely affect our business, results of operations and financial condition; • Our European pension funds may require minimum funding contributions; • The insurance coverage that we maintain may not cover, or fully cover, all operational risks, and if the number or severity of claims for which we are self-insured increases, if we are required to accrue or pay additional amounts because the claims prove to be more severe than our recorded liabilities, if our insurance premiums increase or if we are unable to obtain insurance at acceptable rates or at all, our financial condition and results of operations may be materially adversely affected; • We may divest certain of our brands or businesses from time to time, which could adversely affect us; • Terrorist attacks or acts of war may cause damage or disruption to us and our employees, facilities, information systems, security systems, suppliers and customers, which could materially and adversely affect our net sales, costs and expenses and financial condition; • We may be unable to protect our intellectual property rights; • Our products, processes, methods, and equipment may infringe upon the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products; • The healthcare reform legislation in the United States and its implementing regulations could impact the healthcare benefits we are required to provide our employees in the United States and cause our compensation costs to increase, potentially reducing our net income and adversely affecting our cash flows; • We may incur significant charges and experience disruptions or losses of customer and/or supplier relationships in the event we close or divest all or part of a manufacturing plant or facility; and • We may not be able to achieve our climate, sustainability or other such goals, targets or objectives.
Risks Related to our Business The prices of many of our products are subject to significant volatility associated with commodities markets.
A significant decrease in the market price of any of our products or of other commodities that may be substituted for our products would have a material adverse effect on our results of operations and cash flow.
We may not be able to implement future price increases in response to increases in the market prices of raw materials, and any such price increases may have adverse impacts on future sales volumes.
Furthermore, an increased preference by meat processors for alternative feed ingredients, such as all vegetable diets in the case of poultry producers, could negatively impact the prices of certain of our finished products that would need to be sold to alternative markets and destinations.
In the Page 21 collagen operation, in particular, the cost of the Company’s animal-based raw material moves in relationship to the selling price of the finished goods.
The Company’s Fuel Ingredients segment, which converts fats and oils into biofuels (including renewable diesel and SAF), organic sludge and food waste into biogas, and fallen stock into low-grade energy sources, is impacted by world energy prices for oil, electricity and natural gas, as well as potential competition from the adoption of non-rendered feedstock in biofuel markets.
The Company’s results of operations in its Feed, Food and Fuel Ingredients segments are also impacted by U.S. and foreign tariffs and trade restrictions that affect trade flows, supply and demand and market prices for the Company’s raw materials and finished products.
Our business is dependent on the procurement of raw materials, which is a competitive aspect of our business.
In addition, we utilize an extensive vehicle fleet to collect and transport raw material, for which we compete with other industries for qualified drivers, which from time to time are in short supply.
Page 22 A majority of the Company’s U.S. volume of animal by-product raw materials, including its significant U.S. accounts, and substantially all of the Company’s U.S. bakery feed raw materials, are acquired on a “formula basis,” which allows us to adjust our costs of materials based on changes in the price of our finished products, and are in most cases set forth in contracts with our suppliers.
The DGD Joint Venture subjects us to a number of risks.
In January 2011, one of our wholly-owned subsidiaries, entered into a limited liability company agreement (as subsequently amended, the “DGD LLC Agreement”) with a wholly-owned subsidiary of Valero to form the DGD Joint Venture, which was formed to design, engineer, construct and operate the DGD St.
As of January 3, 2026, under the equity method of accounting, we had an investment in the DGD Joint Venture of approximately $2.1 billion included on the Consolidated Balance Sheet.

and 254 more.

Gone since FY2024

Risk Factors, under the captions “ Seasonal factors and weather, including the physical impacts of climate changes, can impact the availability, quality and volume of raw materials that we process and negatively affect our operations; ” “ Our operations are subject to various laws, rules and regulations including those relating to the protection of the environment and to health and safety, and we could incur significant costs to comply with these requirements or be subject to sanctions or held liable for damages, including environmental damages; ” and “We may not be able to achieve our climate, sustainability or other such goals, targets or objectives. ” INTELLECTUAL PROPERTY The Company maintains valuable trademarks, service marks, copyrights, trade names, trade secrets, proprietary technologies and similar intellectual property, and considers our intellectual property to be of material value.
HUMAN CAPITAL We are committed to having an engaged, diverse and inclusive workplace that fosters learning, development and innovation, and we are committed to building a culture and working environment that is inclusive and respectful for all, and where our employees can do their best work and feel valued for their contributions.
Page 12 We retain talent by providing employees with training, mentoring and career development.
As of December 28, 2024, the Company employed globally approximately 15,500 persons full-time.
While we have no national or multi-plant union contracts, at December 28, 2024, approximately 16% of the Company’s North American employees were covered by multiple collective bargaining agreements.
In addition, approximately 64% of Darling Ingredients International's employees are covered by various collective bargaining agreements.
These authorities and regulations include: ▪ Mandatory recall authority for adulterated or misbranded foods where the use of or exposure to such foods is likely to cause serious adverse health consequences or death to humans or animals, if the responsible party fails to cease distribution and recall such adulterated or misbranded foods voluntarily. ▪ Regulations that define the FDA’s administrative detention authority to include the authority to detain an article of food if there is reason to believe the food is adulterated or misbranded. ▪ Section 306 of the FSMA provides that the FDA must refuse admission of food into the United States if a foreign food establishment or foreign government refuses to permit entry for an inspection. ▪ Section 102 of the FSMA amended facility registration requirements in the Federal Food, Drug and Cosmetic (“FD&C”) Act for domestic and foreign manufacturers, processors, packers or holders of food for human or animal consumption, to require that facility registrations be renewed during the fourth quarter of each even-numbered year, beginning October 1, 2012, and that additional information be included in such registrations.
FSMA also provides that, if the FDA determines that food manufactured, processed, packed, received, or held Page 13 by a registered facility has a reasonable probability of causing serious adverse health consequences or death to humans or animals, the FDA may suspend the registration of a facility that created, caused, or was otherwise responsible for such reasonable probability, or knew or had reason to know of such probability and packed, received, or held the food. ▪ The FDA has issued final rules for preventive controls (“PCs”) for human food and animal feed (“Human Food PC Rule” and “Animal Food PC Rule,” respectively), which apply to registered FDA facilities that manufacture, process, pack and hold human or animal food and require these facilities to establish and implement written food safety plans, which include hazard analyses, PCs to ensure that significant hazards that are identified as needing to be controlled will be significantly reduced or prevented, monitoring of PCs, supply-chain controls if appropriate to control a significant hazard, recall plans, corrective action procedures, verification activities and record keeping standards.
The compliance date for all persons subject to the rule is January 20, 2026.
Management believes we are in compliance with these provisions of FSMA and the finalized rules.
See Item 1A “Risk Factors - Our business may be affected by the impact of animal related disease, such as BSE, and by other food safety issues,” for more information regarding the BSE Feed Rule.
Page 14 • The United States Department of Agriculture (“USDA”), which has authority over meat, poultry, and egg products and inspects producers to ensure compliance with applicable laws and regulations.
The final rule established a system for classifying regions as to BSE risk that is consistent with international standards set by the World Organization for Animal Health (“OIE”), and based importation requirements for cattle and beef products on: (i) the inherent risk of BSE infectivity in the commodity to be imported and (ii) the BSE risk status of the region from which the commodity originates. • The U.S.
The EPA also administers the National Renewable Fuel Standard Program (“RFS2”). • The Association of American Feed Control Officials (“AAFCO”), which is a voluntary membership association of state, and federal agencies that regulate the sale and distribution of animal feeds and animal drug remedies.
European Union and EU Member States • The European Union, which has competence to adopt legislation which is binding on the EU Member States and, as regards regulations, their citizens, related to inter alia , employment and social affairs, agriculture, environment, consumer protection and public health. • EU Member States must correctly transpose EU Directives into their national legislation and directly apply EU Regulations, and ensure adequate and effective enforcement, control and supervision of the relevant principles, including minimum safety and health requirements for the workplace and use of work equipment by workers, as well Page 15 as the implementation and maintenance of a system of official controls and other activities as appropriate to the circumstances, such as relevant communications on food and feed safety and risk, food and feed safety surveillance and other monitoring activities covering all stages of production, processing and distribution.
Relevant Directorate Generals include, but are not limited to: • Directorate-General for Health and Food Safety , which is responsible for EU policy on food safety and health and for monitoring the implementation of related EU legislation, including but not limited to food, feed, human and animal health, technical uses of animal by-products and packaging. • Directorate-General for the Environment , which is responsible for EU policy on the environment and for monitoring the implementation of related EU legislation, including but not limited to Directive 2010/75/EU on Industrial Emissions (Integrated Pollution Prevention and Control) and, together with other Directorate-Generals of the European Commission, the Best Available Techniques Reference Document on the Slaughterhouses and Animal By-products Industries.
Relevant Agencies and Authorities include, but are not limited to: • The European Medicines Agency , which is responsible for the scientific evaluation, supervision and safety monitoring of medicinal products for human and veterinary use in the EU and establishes guidance amongst others for bovine-containing medicinal products for human or veterinary use, and maximum residue limits. • The European Chemicals Agency , which is responsible for the implementation of Regulation (EC) No 1907/2006 on the Registration, Evaluation, Authorisation and Restriction of Chemicals. • The European Food Safety Authority , which advises the European Commission, the European Parliament and the EU Member States on food safety matters, including on animal feed, animal health and welfare, biological hazards and contaminants. • The Council of Europe's , European Directorate for the Quality of Medicine and Healthcare , which establishes quality standards for safe medicinal products for human and veterinary use in Europe by developing guidance and standards in the areas of blood transfusion, organ, cell and tissue transportation and consumer health issues. • The EU Member States’ national competent authorities responsible for, including but not limited to, human and animal medicinal products, issuing permits, approvals and registrations to establishments or plants engaged in certain activities related to the handling of animal by-products and food and feed production, human and animal health and feed production, environmental regulation, including waste management, collection and transport of animal by-products, as well as health and safety of workers.
United Kingdom • The Medicines and Healthcare products Regulatory Agency (“MHRA”), is an executive agency of the Department of Health and Social Care and is responsible for, inter alia , ensuring the safety of medicinal products for human and veterinary use. • The Department for Environment, Food and Rural Affairs (“DEFRA”) is responsible for environmental protection, food production and standards, agriculture, fisheries and rural communities. • The Animal and Plant Health Agency (“APHA”) is an executive agency of DEFRA and is responsible for protecting the health and welfare of the general public and animals from disease.
Feed businesses need to be approved or registered with their local authority trading standards office.
Page 16 • The Food Standards Agency (“FSA”) is responsible for safeguarding public health, including in relation to food and feed.
Local authorities are responsible for delivering activities such as inspections, audits and surveillance, sampling in most food and feed establishments. • The United Kingdom’s Health and Safety Executive (“HSE”)is the government body responsible for enforcing health and safety at work legislation, such as the Health and Safety at Work Act 1974 , and enforcing health and safety law in industrial workplaces, together with local authorities.
The HSE is the primary agency responsible for regulating chemicals in the UK and oversees the safe use, storage and disposal of chemicals to protect human health and the environment. • The United Kingdom’s Serious Fraud Office is responsible for investigating and prosecuting violations of the U.K.
China • The General Administration of Quality Supervision, Inspection and Quarantine , which supervises the import and export of food and feed. • The Ministry of Health of the People’s Republic of China , which establishes standards for food and pharmaceutical products. • The Chinese Pharmacopeia , which establishes standards for pharmaceutical products. • Ministry of Environmental Protection of the People's Republic of China , which regulates the environmental protection standards. • Ministry of Labor and Social Security of the People's Republic of China , which establishes the regulations of labor, welfare and health insurance. • State Administration of Work Safety , which establishes the work safety standards and regulations.
Brazil • The Ministry of Agriculture and Cattle (Ministério da Agricultura, Pecuária) , which regulates the production of collagen and activities related to animal feed (i.e., animal slaughter by products). • Ministry of Labor (Ministério do Trabalho) , which regulates labor health and safety. • The Ministry of the Environment and Climate Change (Ministério do Meio Ambiente e Mudança do Clima - MMA), which regulates and supervises the implementation of the national policy for the environment. • Federal Environmental Agency (Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis - IBAMA), which regulates and supervises the development of potentially pollutant activities in Brazil as well as is responsible for Page 17 the Federal Technical Registry (Cadastro Técnico Federal – CTF), required for all the enterprises which develop potentially pollutant activities and/or use of natural resources. • Various local and State environmental agencies responsible for the State-Level and local-level control, supervision, monitoring and licensing process for pollution generating activities in the areas in which we operate. • Brazilian Federal Police, responsible for regulating and inspecting controlled chemical industrial products. • Brazilian Army , responsible for regulating and inspecting controlled chemical industrial products. • Federal Council of Veterinary Medicine (CFMV), and its regional counterparts (Reginal Councils of Veterinary Medicine – CRMV ), which guide, control, inspect, and regulate the exercise of certain professional categories, and issue the registration of companies (i.e., the Legal Entity Registration Certificate issued by the competent professional council – “CRPJ”) and the annotation of legally qualified professionals in charge of them (i.e., the Technical Responsibility Note issued by the competent professional council – “ART”). • Federal Council of Chemistry (CFQ) , and its regional counterparts (Regional Councils of Chemistry – CRQ), which guide, control, inspect, and regulate the exercise of certain professional categories, and issue the CRPJ (described above) and the ART (described above). • Brazilian Oil, Gas & Biofuels Regulatory Agency (ANP ), responsible for the regulation of the operation of biofuel production plants, an activity that one of our subsidiaries is engaged with. • National Land Transport Agency (ANTT ), which issues subscriptions on the National Register of Road Freight Transporters (RNTRC) and regulates road cargo transportation, an activity that one of our subsidiaries is engaged with. • The Office of the Comptroller General (CGU) , the Public Prosecutor’s Office (Minestério Público da União) , and the Attorney General’s Office (AGU) , which enforce the Brazilian corporate anti-corruption law.
Australia • The Australian Quarantine and Inspection Service , which regulates the import and export of agricultural products, including animal by-products. • The Department of Agriculture, Fisheries and Forestry , which administers meat and animal by-product legislation. • PrimeSafe , which is the principal regulator of meat and animal by-product businesses in the State of Victoria. • The Australian Competition and Consumer Commission , which regulates Australia’s competition and consumer protection law. • The Australian Securities and Investments Commission , which regulates Australia’s company and financial services laws. • Worksafe Victoria , which is the regulator responsible for administering and enforcing occupational health and safety laws and regulations in the State of Victoria. • Environment Protection Authority Victoria , which administers environmental protection laws in Victoria. • Goulburn-Murray Rural Water Corporation , which manages allocation and use of water under local water laws in Victoria.
Page 18 The Company’s website is https://www.darlingii.com and the address for the Company’s investor relations website is https://www.darlingii.com/investors .
Risks and uncertainties that may affect, or have affected, our business, operating results and financial condition include, but are not limited to, the following: • The prices of many of our products are subject to significant volatility; • Our business is dependent on the procurement of raw materials, which is the most competitive aspect of our business; • The DGD Joint Venture subjects us to a number of risks; • Our renewable energy businesses may be affected by energy policies around the world; • We are highly dependent on natural gas, diesel fuel and electricity, the prices of which can be volatile, and such dependency could materially adversely affect our business; • A significant percentage of our revenue is attributable to a limited number of suppliers and customers; • Certain of our operating facilities are highly dependent upon a single or a few suppliers; • We face risks associated with our international activities, which could negatively affect our sales to customers in foreign countries and our operations and assets in such countries; • Seasonal factors and weather, including the physical impacts of climate changes, can impact the availability, quality and volume of raw materials that we process and negatively affect our operations; • If we or our customers are the subject of product liability or other claims or product recalls, we may incur significant and unexpected costs and our business reputation could be adversely affected; • In certain markets we are highly dependent upon a single operating facility and various events beyond our control could cause an interruption in the operation of our facilities, which could adversely affect our business in those markets; • We may incur losses and additional costs as a result of our hedging transactions; • Media campaigns related to feed and food ingredient production or fuel production present reputational and other risks; • An impairment in the carrying value of our goodwill or other intangible assets may have a material adverse effect on our results of operations; • Our operations are subject to various laws, rules and regulations including those relating to the protection of the environment and to health and safety, and we could incur significant costs to comply with these requirements or be subject to sanctions or held liable for damages, including environmental damages; • Our business may be negatively impacted by the occurrence of any disease correctly or incorrectly linked to animals; Page 19 • Our business may be affected by the impact of animal related disease, such as BSE, and by other food safety issues; • P andemics, epidemics or disease outbreaks, such as coronavirus (“COVID-19”), may disrupt our business, including, among other things, our supply chain and production processes, each of which could materially affect our operations, liquidity, financial condition and results of operations; • We may be subject to work stoppages at our operating facilities, which could cause interruptions in the manufacturing or distribution of our products; • Certain U.S. multiemployer defined benefit pension plans to which we contribute are underfunded and these plans may require minimum funding contributions or we may be subject to liabilities due to a termination of, or our withdrawal from, such plans; • The proposed Employment Rights Bill is set to overhaul employment law in the UK, with a number of employees friendly proposals which could have an adverse effect on our business due to increased costs associated with being an employer; • Our substantial level of indebtedness could adversely affect our financial condition; • Despite our existing level of indebtedness, we and our subsidiaries may still be able to incur substantially more indebtedness, which could further exacerbate the risks to our financial condition described above; • We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful; • Our ability to repay our indebtedness depends in part on the performance of our subsidiaries, including our non-guarantor subsidiaries, and their ability to make payments; • The market price of our common stock has been and may continue to be volatile, which could cause the value of your investment to decline; • Our ability to pay any dividends on our common stock may be limited and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock; • Future sales of our common stock or the issuance of other equity may adversely affect the market price of our common stock; • Our common stock is an equity security and is subordinate to our existing and future indebtedness; • The issuance of shares of preferred stock could adversely affect holders of common stock, which may negatively impact your investment; • We may incur material costs and liabilities in complying with government regulations; • Downturns and volatility in global economies and commodity and credit markets could materially adversely affect our business, results of operations and financial condition; • We may not successfully identify and complete acquisitions on favorable terms or achieve anticipated synergies relating to any acquisitions, and such acquisitions could result in unknown liabilities, unforeseen operating difficulties and expenditures and require significant management resources; • Our business may be adversely impacted by fluctuations in foreign currency exchange rates, which could affect our ability to comply with our financial covenants; • Large capital projects can take many years to complete, and market conditions could deteriorate over time, negatively impacting project returns; • Changes in consumer preference could negatively impact our business; • If we experience difficulties or a significant disruption in our information systems or if we fail to implement new systems and software successfully, our business could be materially adversely affected; • Increased information technology security threats and more sophisticated computer crime pose a risk to our systems, networks, products and services, while data privacy and cybersecurity laws continue to proliferate presenting heightened regulatory risk; • Artificial intelligence could subject the Company to loss through various internal and external risks; • Our success is dependent on our key personnel; • We could have a material weakness in our internal control over financial reporting that would require remediation; • Changes in our tax rates or exposure to additional income tax liabilities could impact our profitability; • Litigation or regulatory proceedings may materially adversely affect our business, results of operations and financial condition; • Our European pension funds may require minimum funding contributions; Page 20 • The insurance coverage that we maintain may not cover, or fully cover, all operational risks, and if the number or severity of claims for which we are self-insured increases, if we are required to accrue or pay additional amounts because the claims prove to be more severe than our recorded liabilities, if our insurance premiums increase or if we are unable to obtain insurance at acceptable rates or at all, our financial condition and results of operations may be materially adversely affected; • We may divest certain of our brands or businesses from time to time, which could adversely affect us; • Terrorist attacks or acts of war may cause damage or disruption to us and our employees, facilities, information systems, security systems, suppliers and customers, which could materially and adversely affect our net sales, costs and expenses and financial condition; • We may be unable to protect our intellectual property rights; • Our products, processes, methods, and equipment may infringe upon the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products; • The healthcare reform legislation in the United States, its implementing regulations, and subsequent healthcare developments could impact the healthcare benefits we are required to provide our employees in the United States and cause our compensation costs to increase, potentially reducing our net income and adversely affecting our cash flows; • We may incur significant charges and experience disruptions or losses of customer and/or supplier relationships in the event we close or divest all or part of a manufacturing plant or facility; • We may not be able to achieve our climate, sustainability or other such goals, targets or objectives; and • The United Kingdom's withdrawal from the EU could have an adverse effect on our business, investments and future operations in Europe.
Risks Related to the Company The prices of many of our products are subject to significant volatility.
While we seek to mitigate the risks associated with price declines, a significant decrease in the market price of any of our products or of other commodities that may be substituted for our products would have a material adverse effect on our results of operations and cash flow.
There can be no assurance as to whether we could implement future price increases in response to increases in the market prices of raw materials or how any such price increases would affect future sales volumes to our customers.
Furthermore, an increased preference by meat processors for alternative feed ingredients, such as all vegetable diets in the case of poultry producers, could negatively impact the prices of certain of our finished products which would need to be sold to alternative markets and destinations.
In the collagen operation, in particular, the cost of the Company’s animal-based raw material moves in relationship to the selling price of the finished goods.
Page 21 The Company’s Fuel Ingredients segment, which converts fats and oils into renewable diesel, SAF, organic sludge and food waste into biogas, and fallen stock into low-grade energy sources, is impacted by world energy prices for oil, electricity and natural gas, as well as potential competition from the adoption of non-rendered feedstock in biofuel markets.
Our business is dependent on the procurement of raw materials, which is the most competitive aspect of our business.
In addition, we utilize an extensive vehicle fleet to collect and transport raw material, for which we compete with other industries for qualified drivers.
The U.S. has been experiencing a growing shortage of truck drivers.
A majority of the Company’s U.S. volume of animal by-product raw materials, including its significant U.S. accounts, and substantially all of the Company’s U.S. bakery feed raw materials, are acquired on a “formula basis,” which allows us to adjust our costs of materials based on changes in the price of our finished products, and are in most cases set forth in contracts with our suppliers.
Page 22 The DGD Joint Venture subjects us to a number of risks.
In January 2011, Darling, through a wholly-owned subsidiary, entered into a limited liability company agreement (as subsequently amended, the “DGD LLC Agreement”) with a wholly-owned subsidiary of Valero to form the DGD Joint Venture, which was formed to design, engineer, construct and operate the DGD St.
As of December 28, 2024, under the equity method of accounting, we had an investment in the DGD Joint Venture of approximately $2.2 billion included on the Consolidated Balance Sheet.

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