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Item 2 — Management's Discussion and Analysis
Darling Ingredients Inc. · 10-Q · Q2 FY2026 · Period ended Jul 4, 2026
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The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below under the heading “Forward Looking Statements” and elsewhere in this report, and under the heading “Risk Factors” in Part I, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026, filed with the SEC on March 3, 2026 and in the Company’s other public filings with the SEC.
The following discussion should be read in conjunction with the unaudited consolidated financial statements and related notes thereto contained in this report.
Overview
Darling Ingredients Inc. (“Darling”, and together with its subsidiaries, the “Company” or “we,” “us” or “our”) is a global developer and producer of sustainable natural ingredients from edible and inedible bio-nutrients, creating a wide range of ingredients and customized specialty solutions for customers in the pharmaceutical, food, pet food, feed, industrial, fuel, bioenergy and fertilizer industries. With operations on five continents, the Company collects and transforms all aspects of animal by-product streams into useable and specialty ingredients, such as collagen, edible fats, feed-grade fats, animal proteins and meals, plasma, pet food ingredients, organic fertilizers, yellow grease, fuel feedstocks, agriculture-based biofuels, natural casings and hides. The Company also recovers and converts recycled oils (used cooking oil and animal fats) into valuable fuel and feed ingredients and collects and processes residual bakery products into feed ingredients. In addition, the Company provides environmental services, such as grease trap collection and disposal services to food service establishments. The Company sells its products through a global network and operates within three industry segments: Feed Ingredients, Food Ingredients and Fuel Ingredients.
The Feed Ingredients operating segment includes the Company’s global activities related to (i) the collection and processing of beef, poultry and pork animal by-products in North America, Europe and South America into non-food grade oils and protein meals, (ii) the collection and processing of bakery residuals in North America into Cookie Meal®, which is predominantly used in poultry and swine rations, (iii) the collection and processing of used cooking oil in North America and South America into non-food grade fats, (iv) the collection and processing of porcine and bovine blood in China, Europe, North America and Australia into blood plasma powder and hemoglobin, (v) the processing of selected portions of slaughtered animals into a variety of meat products for use in pet food in Europe, North America and South America, (vi) the processing of cattle hides and hog skins in North America, (vii) the production of organic fertilizers using protein produced from the Company’s animal by-products processing activities in North America and Europe, (viii) the rearing and processing of black soldier fly larvae into specialty proteins and fats for use in animal feed and pet food in North America, and (ix) the provision of grease trap services to food service establishments in North America. Non-food grade oils and fats produced and marketed by the Company are principally sold to third parties to be used as ingredients in animal feed and pet food, as an ingredient for the production of agriculture-based biofuels (such as renewable diesel and SAF), or to the oleo-chemical industry to be used as an ingredient in a wide variety of industrial applications. Protein meals, blood plasma powder and hemoglobin produced and marketed by the Company are sold to third parties to be used as ingredients in animal feed, pet food and aquaculture.
The Food Ingredients operating segment includes the Company’s global activities related to (i) the purchase and processing of beef and pork bone chips, beef hides, pig skins, and fish skins into collagen in Europe, China, South America and North America, (ii) the collection and processing of porcine and bovine intestines into natural casings in Europe and China, (iii) the extraction and processing of porcine mucosa into crude heparin in Europe, (iv) the collection and refining of animal fat into food grade fat in Europe, and (v) the processing of bones to bone chips for the collagen industry and bone ash in Europe. Collagens produced and marketed by the Company are sold to third parties to be used as ingredients in the pharmaceutical, nutraceutical, food, pet food and technical (e.g., photographic) industries. Natural casings produced and marketed by the Company are sold to third parties to be used as an ingredient in the production of sausages and other similar food products.
The Fuel Ingredients operating segment includes the Company’s global activities related to (i) the Company’s share of the results of its equity investment in Diamond Green Diesel Holdings LLC, (“DGD” or the “DGD Joint Venture”), a joint venture with Valero Energy Corporation (“Valero”) to convert animal fats, recycled greases, used cooking oil, inedible corn oil, soybean oil, or other feedstocks that become economically and commercially viable into renewable fuels/products, such as renewable diesel and SAF as described in Note 3 (Investment in Unconsolidated
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Subsidiaries) to the Company’s Consolidated Financial Statements for the period ended July 4, 2026 included herein, (ii) the conversion of organic sludge and food waste into biogas in Europe, (iii) the collection and conversion of fallen stock and certain animal by-products pursuant to applicable E.U. regulations into low-grade energy sources to be used in industrial applications, and (iv) the processing of manure into natural bio-phosphate in Europe.
Corporate Activities principally include unallocated corporate overhead expenses, acquisition-related expenses, interest expense net of interest income, and other non-operating income and expenses.
Economic Conditions and Uncertainties
Global Economic Conditions
We operate globally and have operations in numerous countries. As such, we are exposed to, and impacted by global macroeconomic factors, U.S. and foreign government policies, including tariff policies, and foreign exchange fluctuations. Global economic conditions continue to be highly volatile due to, among other things, the conflicts in Ukraine and the Middle East and their impacts on volatility in energy and commodity prices, inflation, cost and supply chain pressures and availability, and disruption in banking systems and capital markets. Disturbances in world financial, credit, commodities and stock markets, including inflationary, deflationary and recessionary conditions, could have a negative impact on the Company’s results of operations. Any such disturbances or disruptions may also magnify the impact of other risks described in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended January 3, 2026, as filed with the SEC on March 3, 2026.
Energy Policies of U.S. and Foreign Governments
Prices for our finished products, including those of DGD, may be impacted by government policies around the world relating to renewable fuels and greenhouse gas emissions (“GHG”). Programs like the U.S. National Renewable Fuel Standard Program (“RFS”) and low carbon fuel standards (“LCFS”) (such as those in place in the state of California) and tax credits for biofuels and mandates for biofuel use both in the United States and abroad, such as IR Act’s 45Z and European Union’s renewable energy directive (RED III), are subject to revision and change which may impact the demand for and/or price of our finished products. Legal challenges or changes to, a failure to enforce, reductions in the mandated volumes under, or discontinuing, amending, modifying, or suspending of any of these programs could have a negative impact on our business and results of operations. However, such rules and the regulatory environment are continuing to evolve and change, and we cannot predict the ultimate effect that such changes may have on our business.
Risks Associated with Tariffs
We expect tariffs on products imported into the U.S. from Brazil, Canada, China, the European Union and Mexico, and other countries upon which tariffs may be imposed, to continue to be met with retaliatory tariffs or other measures from those countries, both of which (U.S. and foreign tariffs) could impact our consolidated results of operations as we export certain of our finished products to and from the U.S. While to date these tariffs have not had a material impact on our results of operations, the extent and duration of tariffs and the resulting impact on macroeconomic conditions and on our business are uncertain and may depend on various factors, including negotiations between the U.S. and affected countries, retaliation imposed by other countries, tariff exemptions, negative sentiment toward U.S. companies and products, and availability of lower cost inputs to our customers. In addition, following the February 20, 2026 U.S. Supreme Court decision that declared U.S. tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) on certain countries unlawful, new U.S. tariffs have been imposed under other laws which could impact our results of operations. Also, following the U.S. Supreme Court decision, the U.S. Court of International Trade ordered U.S. Customs and Border Protection (“CBP”) to refund IEEPA tariffs. The CBP then established the Consolidated Administration & Processing of Entries (“CAPE”) system to process refunds. The Company and its DGD Joint Venture have since applied for and made certain tariff recoveries. For further information about the Company’s recoveries, recorded using the loss recovery model, see our Food Segment discussions in results of operations. We will continue to evaluate the nature and extent of the impact from tariffs on our business and consolidated results of operations and actions we can take to minimize their impact.
Climate Change
There is global concern that carbon dioxide and other GHG in the atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency of extreme weather and natural disasters. We are subject to physical, operational, transitional and financial risks associated with climate change and global, regional and local weather
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conditions, as well as legal, regulatory and market responses to climate change. Certain jurisdictions in which we operate have either imposed, or are considering imposing, new or increasingly stringent legal and regulatory requirements to reduce or mitigate the potential effects of climate change, including regulation and reduction of GHG and potential carbon pricing programs. These new or increasingly stringent legal or regulatory requirements could result in significantly increased costs of compliance and additional investments in facilities and equipment, and reduced raw material supplies in areas where these requirements limit or eliminate livestock operations. While we assess climate related regulatory risks as part of our risk management process, we are unable to predict the scope, nature and timing of any new or increasingly stringent environmental laws and regulations and therefore cannot predict the ultimate impact of such laws and regulations on our business or financial results. We continue to monitor existing and proposed laws and regulations in the jurisdictions in which we operate and to consider actions we may take to potentially mitigate the unfavorable impact, if any, of such laws or regulations. Furthermore, there is legislation regulating corporate environmental, social and governance (“ESG”) practices, including practices related to the causes and impacts of climate change as well as supply chain control and compliance with human rights. These and emerging new rules, with applicability to the Company, require reporting on how sustainability issues (environmental, social, and governance) affect businesses and about the impact of business operations on people and the environment. There has also been focus from our stakeholders, including consumers, employees and investors, on our sustainability and ESG practices. We expect that stakeholder expectations with respect to sustainability and ESG matters will continue to evolve, which may necessitate additional resources to monitor, report on, and adjust our operations.
For additional information on risk factors that could impact our results, please refer to “Risk Factors” in Part I, Item 1A of the Company’s Form 10-K for the fiscal year ended January 3, 2026, as filed with the SEC on March 3, 2026.
Operating Performance Indicators
The Company monitors the performance of its business segments using key financial metrics such as results of operations, non-GAAP measurements (Adjusted EBITDA), segment operating income, raw material processed, gross margin percentage, foreign currency translation, and corporate activities. The Company’s operating results can vary significantly due to changes in factors such as fluctuations in commodity prices and energy prices, weather conditions, crop harvests, government policies and programs, changes in global demand, changes in standards of living, protein consumption, and global production of competing ingredients. The Company is exposed to certain risks associated with a business that is influenced by agricultural-based commodities. These risks are further described in Item 1A of Part I, “Risk Factors” included in the Company’s Form 10-K for the fiscal year ended January 3, 2026.
The Company’s Feed Ingredients segment animal by-products, bakery residuals, used cooking oil recovery, and blood operations are each influenced by prices for agricultural-based alternative ingredients such as corn oil, soybean oil, soybean meal, and palm oil. In these operations, the costs of the Company’s raw materials change with, or in certain cases are indexed to, the selling price or the anticipated selling price of the finished goods produced from the acquired raw materials and/or in some cases, the price spread between various types of finished products. The Company believes that this methodology of procuring raw materials generally establishes a relatively stable gross margin upon the acquisition of the raw material. Although the costs of raw materials for the Feed Ingredients segment are generally based upon actual or anticipated finished goods selling prices, rapid and material changes in finished goods prices, including competing agricultural-based alternative ingredients, generally have an immediate, and often times, material impact on the Company’s gross margin and profitability resulting from the brief lapse of time between the procurement of the raw materials and the sale of the finished goods. In addition, the volume of raw material acquired, which has a direct impact on the amount of finished goods produced, can also have a material effect on the gross margin reported, as the Company has a substantial amount of fixed operating costs.
The Company’s Food Ingredients segment collagen and natural casings products are influenced by other competing ingredients including plant-based and synthetic hydrocolloids and artificial casings, as well as agriculture-based alternative ingredients. In the collagen operation, the cost of the Company’s animal-based raw material moves in relationship to the selling price of the finished goods. The processing time for the Food Ingredients segment collagen and casings is generally 30 to 60 days, which is substantially longer than the Company’s Feed Ingredients segment animal by-products operations. Consequently, the Company’s gross margin and profitability in this segment can be influenced by the movement of finished goods prices from the time the raw materials were procured until the finished goods are sold.
The Company’s Fuel Ingredients segment converts fats into renewable fuels/products, organic sludge and food waste into biogas, and fallen stock into low-grade energy sources. The Company’s gross margin and profitability in this segment are impacted by world energy prices for oil, electricity and natural gas and governmental subsidies.
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The reporting currency for the Company’s financial statements is the U.S. dollar. The Company operates in over 15 countries and therefore, certain of the Company’s assets, liabilities, revenues and expenses are denominated in functional currencies other than the U.S. dollar, primarily in the Euro, Brazilian real, Chinese renminbi, Canadian dollar and Polish zloty. To prepare the Company’s consolidated financial statements, assets, liabilities, revenues, and expenses must be translated into U.S. dollars at the applicable exchange rate. As a result, increases or decreases in the value of the U.S. dollar against these other currencies will affect the amount of these items recorded in the Company’s consolidated financial statements, even if their value has not changed in the functional currency. This could have a significant impact on the Company’s results, if such increase or decrease in the value of the U.S. dollar relative to these other currencies is substantial.
Results of Operations
Three Months Ended July 4, 2026 Compared to Three Months Ended June 28, 2025
Operating Performance Metrics
Operating performance metrics which management routinely monitors as an indicator of operating performance include:
•Finished product commodity prices
•Segment results
•Foreign currency exchange
•Corporate activities
•Non-U.S. GAAP measures
These indicators and their importance are discussed below.
Finished Product Commodity Prices
Prices for finished product commodities that the Company produces in the Feed Ingredients segment are reported each business day on the Jacobsen Index (the “Jacobsen”), an established North American trading exchange price publisher. The Jacobsen reports industry sales from the prior day's activity by product. Included on the Jacobsen are reported prices for finished products such as protein (primarily meat and bone meal (“MBM”), poultry meal (“PM”) and feather meal (“FM”)), hides, fats (primarily bleachable fancy tallow (“BFT”) and yellow grease (“YG”)) and corn, which is a substitute commodity for the Company’s bakery by-product (“BBP”), as well as a range of other branded and value-added products, which are products of the Company’s Feed Ingredients segment. In the United States and South America, the Company regularly monitors the Jacobsen for MBM, PM, FM, BFT, YG and corn because it provides a daily indication of the Company’s U.S. and Brazilian revenue performance against business plan benchmarks. In Europe and South America, the Company regularly monitors Thomson Reuters (“Reuters”) to track the competing commodities palm oil and soy meal.
Although the Jacobsen and Reuters provide useful metrics of performance, the Company’s finished products are commodities that compete with other commodities such as corn, soybean oil, palm oil complex, soybean meal and heating oil on nutritional and functional values. Therefore, actual pricing for the Company’s finished products, as well as competing products, can be quite volatile. In addition, neither the Jacobsen nor Reuters provides forward or future period pricing for the Company’s commodities. The Jacobsen and Reuters prices quoted below are for delivery of the finished product at a specified location. Although the Company’s prices generally move in concert with reported Jacobsen and Reuters prices, the Company’s actual sales prices for its finished products may vary significantly from the Jacobsen and Reuters because of production and delivery timing differences and because the Company’s finished products are delivered to multiple locations in different geographic regions which utilize alternative price indexes. In addition, certain of the Company’s premium branded finished products may sell at prices that may be higher than the closest product on the related Jacobsen or Reuters index. During the second quarter of fiscal 2026, the Company’s actual sales prices by product trended with the disclosed Jacobsen and Reuters prices.
Average Jacobsen and Reuters prices (at the specified delivery point) for the second quarter of fiscal 2026, compared to average Jacobsen and Reuters prices for the second quarter of fiscal 2025 are as follows:
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Avg. Price 2nd Quarter 2026 Avg. Price 2nd Quarter 2025 Increase/(Decrease) % Increase/(Decrease)
Jacobsen:
MBM (Illinois) $ 315.52/ton $ 272.01/ton $ 43.51/ton 16.0 %
Feed Grade PM (Mid-South) $ 423.65/ton $ 275.40/ton $ 148.25/ton 53.8 %
Pet Food PM (Mid-South) $ 769.76/ton $ 464.30/ton $ 305.46/ton 65.8 %
Feather meal (Mid-South) $ 384.36/ton $ 306.59/ton $ 77.77/ton 25.4 %
BFT (Chicago) $ 86.51/cwt $ 57.16/cwt $ 29.35/cwt 51.3 %
YG (Illinois) $ 50.75/cwt $ 36.63/cwt $ 14.12/cwt 38.5 %
Corn (Illinois) $ 4.56/bushel $ 4.59/bushel $ (0.03)/bushel (0.7) %
Reuters:
Palm Oil (CIF Rotterdam) $ 1,524.00/MT $ 1,306.00/MT $ 218.00/MT 16.7 %
Soy meal (CIF Rotterdam) $ 420.00/MT $ 362.00/MT $ 58.00/MT 16.0 %
The following table shows the average Jacobsen and Reuters prices for the second quarter of fiscal 2026, compared to average Jacobsen and Reuters prices for the first quarter of fiscal 2026:
Avg. Price 2nd Quarter 2026 Avg. Price 1st Quarter 2026 Increase/(Decrease) % Increase/(Decrease)
Jacobsen:
MBM (Illinois) $ 315.52/ton $ 288.02/ton $ 27.50/ton 9.5 %
Feed Grade PM (Mid-South) $ 423.65/ton $ 361.17/ton $ 62.48/ton 17.3 %
Pet Food PM (Mid-South) $ 769.76/ton $ 588.80/ton $ 180.96/ton 30.7 %
Feather meal (Mid-South) $ 384.36/ton $ 336.94/ton $ 47.42/ton 14.1 %
BFT (Chicago) $ 86.51/cwt $ 59.53/cwt $ 26.98/cwt 45.3 %
YG (Illinois) $ 50.75/cwt $ 36.63/cwt $ 14.12/cwt 38.5 %
Corn (Illinois) $ 4.56/bushel $ 4.40/bushel $ 0.16/bushel 3.6 %
Reuters:
Palm Oil (CIF Rotterdam) $ 1,524.00/MT $ 1,368.00/MT $ 156.00/MT 11.4 %
Soy meal (CIF Rotterdam) $ 420.00/MT $ 390.00/MT $ 30.00/MT 7.7 %
Segment Results
Segment operating income for the three months ended July 4, 2026 was $555.2 million, which reflects an increase of $479.3 million or 631.5% as compared to the three months ended June 28, 2025.
(in thousands, except percentages) Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Three Months Ended July 4, 2026
Total net sales $ 1,149,490 $ 408,514 $ 166,074 $ — $ 1,724,078
Cost of sales and operating expenses (1) 829,513 260,196 130,996 — 1,220,705
Gross margin 319,977 148,318 35,078 — 503,373
Gross margin % 27.8 % 36.3 % 21.1 % — % 29.2 %
Loss/(gain) on sale of assets (243) 412 (285) — (116)
Selling, general and administrative expenses (2) 79,723 39,426 9,394 22,407 150,950
Restructuring and asset impairment charges — 3,933 — — 3,933
Acquisition and integration costs — — — 13,218 13,218
Depreciation and amortization 89,812 29,635 9,229 1,504 130,180
Equity in net income of Diamond Green Diesel — — 350,030 — 350,030
Segment operating income/(loss) 150,685 74,912 366,770 (37,129) 555,238
Equity in net income of other unconsolidated subsidiaries 1,905 — — — 1,905
Segment income/(loss) 152,590 74,912 366,770 (37,129) 557,143
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(1) Cost of sales and operating expenses includes the cost of raw materials, collection costs of the raw materials and factory expenses including direct labor.
(2) Selling, general and administrative expenses include payroll related costs including incentive pay and stock compensation, insurance related costs, professional fees, IT related costs, travel costs and other costs.
(in thousands, except percentages) Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Three Months Ended June 28, 2025
Total net sales $ 936,532 $ 386,142 $ 158,844 $ — $ 1,481,518
Cost of sales and operating expenses (1) 722,081 282,233 131,287 — 1,135,601
Gross margin 214,451 103,909 27,557 — 345,917
Gross margin % 22.9 % 26.9 % 17.3 % — % 23.3 %
Loss/(gain) on sale of assets 1,085 (24) (109) — 952
Selling, general and administrative expenses (2) 77,464 33,987 9,027 17,591 138,069
Acquisition and integration costs — — — 3,383 3,383
Change in fair value of contingent consideration 12,583 — — — 12,583
Depreciation and amortization 83,419 27,391 8,763 1,489 121,062
Equity in net loss of Diamond Green Diesel — — 6,000 — 6,000
Segment operating income/(loss) 39,900 42,555 15,876 (22,463) 75,868
Equity in net income of other unconsolidated subsidiaries 2,526 — — — 2,526
Segment income/(loss) 42,426 42,555 15,876 (22,463) 78,394
(1) Cost of sales and operating expenses includes the cost of raw materials, collection costs of the raw materials and factory expenses including direct labor.
(2) Selling, general and administrative expenses include payroll related costs including incentive pay and stock compensation, insurance related costs, professional fees, IT related costs, travel costs and other costs.
Feed Ingredients Segment
Raw material volume. In the three months ended July 4, 2026, the raw material processed by the Company’s Feed Ingredients segment totaled approximately 3.08 million metric tons. Compared to the three months ended June 28, 2025, the raw material volume processed in the Feed Ingredients segment remained consistent.
Sales. Total net sales increased in the Feed Ingredients segment primarily due to the following (in millions of dollars):
Fats Proteins Other Rendering Total Rendering Used Cooking Oil Bakery Other Total
Total net sales three months ended June 28, 2025 $ 390.0 $ 327.0 $ 70.8 $ 787.8 $ 85.3 $ 51.5 $ 11.9 $ 936.5
Increase (decrease) in sales volumes (24.3) 11.5 — (12.8) 21.2 (4.4) — 4.0
Increase (decrease) in finished product prices 124.7 27.5 — 152.2 57.5 (0.1) — 209.6
Increase due to currency exchange rates 3.1 4.9 0.5 8.5 — — — 8.5
Other change — — (8.3) (8.3) — — (0.8) (9.1)
Total change 103.5 43.9 (7.8) 139.6 78.7 (4.5) (0.8) 213.0
Total net sales three months ended July 4, 2026 $ 493.5 $ 370.9 $ 63.0 $ 927.4 $ 164.0 $ 47.0 $ 11.1 $ 1,149.5
Margins. In the Feed Ingredients segment for the three months ended July 4, 2026, the gross margin percentage increased to 27.8% as compared to 22.9% for the comparable period of fiscal 2025. The increase was primarily due to increases in fat and protein prices, improved quality and consistency, and increased sales into higher-margin end markets.
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Segment operating income. Feed Ingredients operating income for the three months ended July 4, 2026 was $150.7 million, an increase of $110.8 million or 277.7% as compared to the three months ended June 28, 2025. The increase was primarily due to increases in fat and protein prices leading to an increased gross margin, favorable currency exchange rates and the absence of a contingent consideration expense that was recorded in the same period of fiscal 2025 that more than offset an increase in selling, general and administrative expenses and higher depreciation and amortization expense as compared to the same period of fiscal 2025.
Food Ingredients Segment
Raw material volume. In the three months ended July 4, 2026, the raw material processed by the Company’s Food Ingredients segment totaled approximately 331,000 metric tons. Compared to the three months ended June 28, 2025, the raw material volume processed in the Food Ingredients segment increased approximately 2.2%.
Sales. Total net sales increased in the Food Ingredients segment primarily due to increases in collagen demand leading to increases in sales volumes.
Margins. In the Food Ingredients segment for the three months ended July 4, 2026, the gross margin percentage increased to 36.3% as compared to 26.9% for the comparable period of fiscal 2025. The increase was primarily due to the recognition of $18.5 million of net tariff recoveries recorded during the three months ended July 4, 2026.
Segment operating income. Food Ingredients operating income was $74.9 million for the three months ended July 4, 2026, an increase of $32.3 million or 75.8% as compared to the three months ended June 28, 2025. The increase in operating income was primarily due to the recognition of approximately $18.5 million of net tariff recoveries recorded and an increase in sales volumes due to increased market demand during the three months ended July 4, 2026 that more than offset an increase in selling, general and administrative expenses as compared to the same period of fiscal 2025.
Fuel Ingredients Segment
Raw material volume. In the three months ended July 4, 2026, the raw material processed by the Company’s Fuel Ingredients segment totaled approximately 368,000 metric tons. Compared to the three months ended June 28, 2025, the raw material volume processed in the Fuel Ingredients segment increased approximately 8.9%.
Sales. Total net sales increased in the Fuel Ingredients segment primarily due to higher energy prices.
Margins. In the Fuel Ingredients segment for the three months ended July 4, 2026, the gross margin percentage increased to 21.1% as compared to 17.3% for the comparable period of fiscal 2025. The increase was primarily due to higher finished product sales prices.
Segment operating income. Fuel Ingredients operating income (inclusive of the equity contribution from the DGD Joint Venture) for the three months ended July 4, 2026 was $366.8 million, an increase of $350.9 million or 2,206.9% as compared to the same period in fiscal 2025. The increase in operating income was due to a combination of factors, including an increase in production volumes and production tax credits recognized at the DGD Joint Venture, increases in Renewable Identification Numbers (RINs) values in connection with the EPA finalizing the rulemaking process for renewable volume obligations for 2026-27 and an increase in diesel prices which resulted in higher sales prices and margins for the DGD Joint Venture as compared to the same period in fiscal 2025.
Foreign Currency Exchange
During the second quarter of fiscal 2026, the euro and the Brazilian real strengthened against the U.S. dollar and the Canadian dollar was unchanged against the U.S. dollar as compared to the same period in fiscal 2025. Using actual results for the three months ended July 4, 2026 and using the prior year's average currency rate for the three months ended June 28, 2025, foreign currency translation would have resulted in a decrease in operating income of approximately $4.0 million. The average rates for the three months ended July 4, 2026 were €1.00:$1.16, R$1.00:$0.20 and C$1.00:$0.72 as compared to the average rates for the three months ended June 28, 2025 of €1.00:$1.13, R$1.00:$0.18 and C$1.00:$0.72, respectively.
Corporate Activities
Selling, General and Administrative Expenses. Selling, general and administrative expenses were approximately $22.4 million during the three months ended July 4, 2026, compared to approximately $17.6 million during the three
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months ended June 28, 2025, an increase of $4.8 million. The increase was primarily due to an increase in the Company's incentive based compensation expense.
Acquisition and Integration Costs. Acquisition and integration costs were approximately $13.2 million during the three months ended July 4, 2026 as compared to $3.4 million for the same period in fiscal 2025. The increased costs in the second quarter of fiscal 2026 primarily relate to the Company’s proposed joint venture with Tessenderlo Group NV and the acquisition of UPI Bovinos NewCo (the “Bovinos Acquisition”).
Depreciation and Amortization. Depreciation and amortization charges were approximately $1.5 million for the three months ended July 4, 2026 and June 28, 2025, respectively.
Interest Expense. Interest expense was $55.5 million during the three months ended July 4, 2026, compared to $51.9 million during the three months ended June 28, 2025, an increase of $3.6 million. The increase in interest expense was primarily due to interest associated with the 4.5% Notes as compared to interest expense in the same period in fiscal 2025.
Foreign Currency Gain. Foreign currency gains were $0.2 million for the three months ended July 4, 2026 compared to $1.3 million for the three months ended June 28, 2025. The change was due primarily to lower revaluation gains on non-functional currency assets and liabilities as compared to the same period of fiscal 2025.
Other expense, net. Other expense was $1.9 million in the three months ended July 4, 2026, compared to $6.5 million for the three months ended June 28, 2025. The decrease in other expense was primarily due to prior year settlement losses incurred from the termination of two of the Company’s domestic defined benefit pension plans as compared to fiscal 2026.
Equity in Net Income in Investment of Other Unconsolidated Subsidiaries. The change in this line item is not significant and primarily represents the Company’s pro rata share of the net income from its foreign unconsolidated subsidiaries.
Income Taxes. The Company recorded income tax expense of $110.6 million for the three months ended July 4, 2026, compared to an income tax expense of $4.1 million recorded in the three months ended June 28, 2025, an increase in tax expense of $106.5 million, which was primarily due to an increase in pre-tax income. The effective tax rates for the three months ended July 4, 2026 and June 28, 2025 was 22.1% and 22.2%, respectively. The effective tax rate for the three months ended July 4, 2026 differed slightly from the federal statutory rate of 21% due primarily to biofuel tax incentives, the relative mix of earnings among jurisdictions with different tax rates (including foreign withholding taxes and state income taxes) and certain losses that provided no tax benefit. The effective tax rate for the three months ended June 28, 2025 differed from the federal statutory rate of 21% due primarily to biofuel tax incentives, the relative mix of earnings among jurisdictions with different tax rates (including foreign withholding taxes and state income taxes) and certain losses that provided no tax benefit. The Company’s effective tax rate excluding the impact of the biofuel tax incentives and discrete items was 26.9% for the three months ended July 4, 2026, compared to 30.4% for the three months ended June 28, 2025.
Non-U.S. GAAP Measures
Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company's operating performance. Since EBITDA (generally, net income plus interest expense, taxes, depreciation and amortization) is not calculated identically by all companies, the presentation in this report may not be comparable to EBITDA or Adjusted EBITDA presentations disclosed by other companies. Adjusted EBITDA is calculated below and represents for any relevant period, net income/(loss) plus depreciation and amortization, restructuring and asset impairment charges, acquisition and integration costs, change in fair value of contingent consideration, foreign currency loss/(gain), net income attributable to non-controlling interests, interest expense, income tax expense, loss on early retirement of debt, other (income)/expense and equity in net (income)/loss of unconsolidated subsidiaries. Management believes that Adjusted EBITDA is useful in evaluating the Company's operating performance compared to that of other companies in its industry because the calculation of Adjusted EBITDA generally eliminates the effects of financing, income taxes, non-cash and certain other items that may vary for different companies for reasons unrelated to overall operating performance and also believes this information is useful to investors.
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The Company’s management uses Adjusted EBITDA as a measure to evaluate performance and for other discretionary purposes. In addition to the foregoing, management also uses or will use Adjusted EBITDA to measure compliance with certain financial covenants under the Company’s Senior Secured Credit Facilities, 6% Notes, 5.25% Notes and 4.5% Notes that were outstanding at July 4, 2026. However, the amounts shown below for Adjusted EBITDA differ from the amounts calculated under similarly titled definitions in the Company’s Senior Secured Credit Facilities, 6% Notes, 5.25% Notes and 4.5% Notes, as those definitions permit further adjustments to reflect certain other nonrecurring costs, non-cash charges and cash dividends from the DGD Joint Venture.
Pro forma Adjusted EBITDA to Foreign Currency is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company's operating performance. Management believes Pro forma Adjusted EBITDA to Foreign Currency is useful in evaluating the Company’s operating performance on a constant currency basis and also believes this information is useful to investors.
DGD Adjusted EBITDA is not reflected in the Adjusted EBITDA or the Pro forma Adjusted EBITDA to Foreign Currency. DGD Adjusted EBITDA is not a recognized accounting measure under GAAP; it should not be considered as an alternative to net income/(loss) or equity in net income/(loss) of Diamond Green Diesel, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity and is not intended to be a presentation in accordance with GAAP. The Company calculates DGD Adjusted EBITDA by taking DGD’s net income/(loss) plus income tax expense/(benefit), interest and debt expense, net, and DGD’s depreciation, amortization and accretion expense less other income. Management believes that DGD Adjusted EBITDA is useful in evaluating the Company’s operating performance because the calculation of DGD Adjusted EBITDA generally eliminates non-cash and certain other items at DGD unrelated to overall operating performance and also believes this information is useful to investors. The Company calculates Darling’s Share of DGD Adjusted EBITDA by taking DGD Adjusted EBITDA, net of discount and broker fees, and then multiplying by 50% to get Darling’s Share of DGD’s Adjusted EBITDA.
Combined Adjusted EBITDA is not a recognized accounting measurement under GAAP; it should not be considered as an alternative to net income, as a measure of operating results, or as an alternative to cash flow as a measure of liquidity. It is presented here not as an alternative to net income, but rather as a measure of the Company’s operating performance. Combined Adjusted EBITDA consists of Adjusted EBITDA plus DGD Adjusted EBITDA (Darling’s share). Management believes that Combined Adjusted EBITDA is useful in evaluating the Company's operating performance compared to that of other companies in its industry because the calculation of Adjusted EBITDA generally eliminates the effects of financing, income taxes, non-cash and certain other items that may vary for different companies for reasons unrelated to overall operating performance and also believes this information is useful to investors.
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Reconciliation of Net Income/(Loss) to (Non-GAAP) Adjusted EBITDA to (Non-GAAP) Pro Forma Adjusted EBITDA to Foreign Currency and to (Non-GAAP) Combined Adjusted EBITDA
Second Quarter 2026 as compared to Second Quarter 2025
Three Months Ended
(dollars in thousands) July 4, 2026 June 28, 2025
Net income attributable to Darling $ 387,312 $ 12,661
Depreciation and amortization 130,180 121,062
Interest expense 55,526 51,873
Income tax expense 110,638 4,065
Restructuring and asset impairment charges 3,933 —
Acquisition and integration costs 13,218 3,383
Change in fair value of contingent consideration — 12,583
Foreign currency gain (208) (1,313)
Other expense, net 1,918 6,526
Loss on early retirement of debt — 2,978
Equity in net income of Diamond Green Diesel (350,030) (6,000)
Equity in net income of other unconsolidated subsidiaries (1,905) (2,526)
Net income attributable to non-controlling interests 1,957 1,604
Adjusted EBITDA (Non-GAAP) $ 352,539 $ 206,896
Foreign currency exchange impact (1) (4,029) —
Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) $ 348,510 $ 206,896
DGD Adjusted EBITDA (Darling’s Share) (Non-GAAP) $ 389,203 $ 42,648
Combined Adjusted EBITDA (Non-GAAP) $ 741,742 $ 249,544
(1) The average rates for the three months ended July 4, 2026 were €1.00:$1.16 R$1.00:$0.20 and C$1.00:$0.72 as compared to the average rates for the three months ended June 28, 2025 of €1.00:$1.13, R$1.00:$0.18 and C$1.00:$0.72, respectively.
Six Months Ended July 4, 2026 Compared to Six Months Ended June 28, 2025
Operating Performance Metrics
Operating performance metrics which management routinely monitors as an indicator of operating performance include:
•Finished product commodity prices
•Segment results
•Foreign currency exchange
•Corporate activities
•Non-U.S. GAAP measures
These indicators and their importance are discussed below.
Finished Product Commodity Prices
During the first six months of fiscal 2026, the Company’s actual sales prices by product trended with the disclosed Jacobsen and Reuters prices.
Average Jacobsen and Reuters prices (at the specified delivery point) for the first six months of fiscal 2026, compared to average Jacobsen and Reuters prices for the first six months of fiscal 2025 are as follows:
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Avg. Price First Six Months 2026 Avg. Price First Six Months 2025 Increase/(Decrease) % Increase/(Decrease)
Jacobsen:
MBM (Illinois) $ 301.77/ton $ 273.14/ton $ 28.63/ton 10.5 %
Feed Grade PM (Mid-South) $ 392.41/ton $ 301.45/ton $ 90.96/ton 30.2 %
Pet Food PM (Mid-South) $ 679.28/ton $ 511.54/ton $ 167.74/ton 32.8 %
Feather meal (Mid-South) $ 360.65/ton $ 350.36/ton $ 10.29/ton 2.9 %
BFT (Chicago) $ 73.02/cwt $ 54.24/cwt $ 18.78/cwt 34.6 %
YG (Illinois) $ 43.69/cwt $ 35.38/cwt $ 8.31/cwt 23.5 %
Corn (Illinois) $ 4.48/bushel $ 4.65/bushel $ (0.17)/bushel (3.7) %
Reuters:
Palm Oil (CIF Rotterdam) $ 1,446.00/MT $ 1,393.00/MT $ 53.00/MT 3.8 %
Soy meal (CIF Rotterdam) $ 405.00/MT $ 367.00/MT $ 38.00/MT 10.4 %
Segment Results
Segment operating income for the six months ended July 4, 2026 was $782.0 million, which reflects an increase of $677.7 million or 649.8% as compared to the six months ended June 28, 2025.
(in thousands, except percentages) Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Six Months Ended July 4, 2026
Total net sales $ 2,134,828 $ 813,747 $ 326,324 $ — $ 3,274,899
Cost of sales and operating expenses (1) 1,565,867 548,172 252,566 — 2,366,605
Gross margin 568,961 265,575 73,758 — 908,294
Gross margin % 26.7 % 32.6 % 22.6 % — % 27.7 %
Loss/(gain) on sale of assets 92 476 (481) — 87
Selling, general and administrative expenses (2) 159,641 75,841 19,526 45,009 300,017
Restructuring and asset impairment charges — 4,297 — — 4,297
Acquisition and integration costs — — — 18,188 18,188
Depreciation and amortization 180,733 59,216 18,161 2,979 261,089
Equity in net income of Diamond Green Diesel — — 457,393 — 457,393
Segment operating income/(loss) 228,495 125,745 493,945 (66,176) 782,009
Equity in net income of other unconsolidated subsidiaries 4,800 — — — 4,800
Segment income/(loss) 233,295 125,745 493,945 (66,176) 786,809
(1) Cost of sales and operating expenses includes the cost of raw materials, collection costs of the raw materials and factory expenses including direct labor.
(2) Selling, general and administrative expenses include payroll related costs including incentive pay and stock compensation, insurance related costs, professional fees, IT related costs, travel costs and other costs.
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(in thousands, except percentages) Feed Ingredients Food Ingredients Fuel Ingredients Corporate Total
Six Months Ended June 28, 2025
Total net sales $ 1,832,815 $ 735,382 $ 293,915 $ — $ 2,862,112
Cost of sales and operating expenses (1) 1,436,096 529,014 239,734 — 2,204,844
Gross margin 396,719 206,368 54,181 — 657,268
Gross margin % 21.6 % 28.1 % 18.4 % — % 23.0 %
Loss/(gain) on sale of assets 1,200 31 (217) — 1,014
Selling, general and administrative expenses (2) 149,035 65,459 17,568 27,563 259,625
Acquisition and integration costs — — — 4,917 4,917
Change in fair value of contingent consideration 18,024 — — — 18,024
Depreciation and amortization 167,549 56,953 17,352 3,043 244,897
Equity in net loss of Diamond Green Diesel — — (24,523) — (24,523)
Segment operating income/(loss) 60,911 83,925 (5,045) (35,523) 104,268
Equity in net income of other unconsolidated subsidiaries 5,154 — — — 5,154
Segment income/(loss) 66,065 83,925 (5,045) (35,523) 109,422
(1) Cost of sales and operating expenses includes the cost of raw materials, collection costs of the raw materials and factory expenses including direct labor.
(2) Selling, general and administrative expenses include payroll related costs including incentive pay and stock compensation, insurance related costs, professional fees, IT related costs, travel costs and other costs.
Feed Ingredients Segment
Raw material volume. In the six months ended July 4, 2026, the raw material processed by the Company’s Feed Ingredients segment totaled approximately 6.19 million metric tons. Compared to the six months ended June 28, 2025, the raw material volume processed in the Feed Ingredients segment increased approximately 0.5%.
Sales. Total net sales increased in the Feed Ingredients segment primarily due to the following (in millions of dollars):
Fats Proteins Other Rendering Total Rendering Used Cooking Oil Bakery Other Total
Total net sales six months ended June 28, 2025 $ 731.5 $ 678.2 $ 133.0 $ 1,542.7 $ 164.2 $ 102.2 $ 23.7 $ 1,832.8
Increase (decrease) in sales volumes (18.6) 28.6 — 10.0 20.7 (11.1) — 19.6
Increase (decrease) in finished product prices 154.2 14.4 — 168.6 88.0 (2.7) — 253.9
Increase due to currency exchange rates 11.0 15.7 0.5 27.2 0.6 — — 27.8
Other change — — 1.7 1.7 — — (1.0) 0.7
Total change 146.6 58.7 2.2 207.5 109.3 (13.8) (1.0) 302.0
Total net sales six months ended July 4, 2026 $ 878.1 $ 736.9 $ 135.2 $ 1,750.2 $ 273.5 $ 88.4 $ 22.7 $ 2,134.8
Margins. In the Feed Ingredients segment for the six months ended July 4, 2026, the gross margin percentage increased to 26.7% as compared to 21.6% for the comparable period of fiscal 2025. The increase was primarily due to increases in fat and protein prices, improved quality and consistency, and increased sales into higher-margin end markets.
Segment operating income. Feed Ingredients operating income for the six months ended July 4, 2026 was $228.5 million, an increase of $167.6 million or 275.2% as compared to the six months ended June 28, 2025. The increase was primarily due to increases in fat and protein prices leading to an increased gross margin, favorable currency exchange rates and the absence of a contingent consideration expense that was recorded in the same period of fiscal 2025 that more than
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offset an increase in selling, general and administrative expenses and higher depreciation and amortization expense as compared to the same period of fiscal 2025.
Food Ingredients Segment
Raw material volume. In the six months ended July 4, 2026, the raw material processed by the Company’s Food Ingredients segment totaled approximately 664,000 metric tons. Compared to the six months ended June 28, 2025, the raw material volume processed in the Food Ingredients segment increased approximately 1.7%.
Sales. Total net sales increased in the Food Ingredients segment primarily due to increases in collagen demand leading to increases in sales volumes.
Margins. In the Food Ingredients segment for the six months ended July 4, 2026, the gross margin percentage increased to 32.6% as compared to 28.1% for the comparable period of fiscal 2025. The increase was primarily due to the recognition of $18.5 million of net tariff recoveries recorded during the second quarter of fiscal 2026.
Segment operating income. Food Ingredients operating income was $125.7 million for the six months ended July 4, 2026, an increase of $41.8 million or 49.8% as compared to the six months ended June 28, 2025. The increase in operating income was primarily due to an increase in sales volumes due to increased market demand and the recognition of approximately $18.5 million of net tariff recoveries recorded in the second quarter of fiscal 2026 that more than offset an increase in selling, general and administrative expenses as compared to the same period of fiscal 2025.
Fuel Ingredients Segment
Raw material volume. In the six months ended July 4, 2026, the raw material processed by the Company’s Fuel Ingredients segment totaled approximately 738,000 metric tons. Compared to the six months ended June 28, 2025, the raw material volume processed in the Fuel Ingredients segment increased approximately 3.7%.
Sales. Total net sales increased in the Fuel Ingredients segment primarily due to higher energy prices.
Margins. In the Fuel Ingredients segment for the six months ended July 4, 2026, the gross margin percentage increased to 22.6% as compared to 18.4% for the comparable period of fiscal 2025. The increase was primarily due to higher finished product sales prices.
Segment operating income. Fuel Ingredients operating income/(loss) (inclusive of the equity contribution from the DGD Joint Venture) for the six months ended July 4, 2026 was $493.9 million, an increase of $498.9 million or 9,978.0% as compared to the same period in fiscal 2025. The increase in operating income was due to a combination of factors, including an increase in production volumes and production tax credits recognized at the DGD Joint Venture, increases in RINs values in connection with the EPA finalizing the rulemaking process for renewable volume obligations for 2026-27 and an increase in diesel prices which resulted in higher sales prices and margins for the DGD Joint Venture as compared to the same period in fiscal 2025.
Foreign Currency Exchange
During the first six months of fiscal 2026, the euro, the Brazilian real and the Canadian dollar strengthened against the U.S. dollar as compared to the same period in fiscal 2025. Using actual results for the six months ended July 4, 2026 and using the prior year's average currency rate for the six months ended June 28, 2025, foreign currency translation would result in a decrease in operating income of approximately $18.5 million. The average rates for the six months ended July 4, 2026 were €1.00:$1.17, R$1.00:$0.19 and C$1.00:$0.73 as compared to the average rates for the six months ended June 28, 2025 of €1.00:$1.09, R$1.00:$0.17 and C$1.00:$0.71, respectively.
Corporate Activities
Selling, General and Administrative Expenses. Selling, general and administrative expenses were approximately $45.0 million during the six months ended July 4, 2026, compared to approximately $27.6 million during the six months ended June 28, 2025, an increase of $17.4 million. The increase was primarily due to an increase in the Company's incentive based compensation expense.
Acquisition and Integration Costs. Acquisition and integration costs were approximately $18.2 million during the six months ended July 4, 2026 as compared to $4.9 million for the same period in fiscal 2025. The increased costs in the
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first six months of fiscal 2026 primarily relate to the Company’s proposed joint venture with Tessenderlo Group NV and the Bovinos Acquisition.
Depreciation and Amortization. Depreciation and amortization charges were approximately $3.0 million for the six months ended July 4, 2026 and June 28, 2025, respectively.
Interest Expense. Interest expense was $109.6 million during the six months ended July 4, 2026, compared to $109.8 million during the six months ended June 28, 2025.
Foreign Currency Gain/(Loss). Foreign currency gains were $3.4 million for the six months ended July 4, 2026 compared to a loss of less than $0.1 million for the six months ended June 28, 2025. The change was due primarily to gains from the revaluation of non-functional currency assets and liabilities as compared to the same period of fiscal 2025.
Other expense, net. Other expense was $4.9 million in the six months ended July 4, 2026, compared to $3.2 million for the six months ended June 28, 2025. The increase in expense was due primarily to a decrease in interest income and casualty insurance gains that more than offset settlement losses from the termination of two of the Company’s domestic defined benefit pension plans.
Equity in Net Income in Investment of Other Unconsolidated Subsidiaries. The change in this line item is not significant and primarily represents the Company’s pro rata share of the net income from its foreign unconsolidated subsidiaries.
Income Taxes. The Company recorded income tax expense of $149.3 million for the six months ended July 4, 2026, compared to an income tax expense of $2.9 million recorded in the six months ended June 28, 2025, an increase in tax expense of $146.4 million, which was primarily due to an increase in pre-tax income. The effective tax rates for the six months ended July 4, 2026 and June 28, 2025 was 22.1% and (43.9)%, respectively. The effective tax rate for the six months ended July 4, 2026 differed slightly from the federal statutory rate of 21% due primarily to biofuel tax incentives, the relative mix of earnings among jurisdictions with different tax rates (including foreign withholding taxes and state income taxes) and certain losses that provided no tax benefit. The effective tax rate for the six months ended June 28, 2025 differed from the federal statutory rate of 21% due primarily to biofuel tax incentives, the relative mix of earnings among jurisdictions with different tax rates (including foreign withholding taxes and state income taxes) and certain losses that provided no tax benefit. The Company’s effective tax rate excluding the impact of the biofuel tax incentives and discrete items was 28.2% for the six months ended July 4, 2026, compared to (2.4)% for the six months ended June 28, 2025.
Non-U.S. GAAP Measures
For discussion of the reasons the Company’s management believes the following Non-GAAP financial measures provide useful information to investors and the purposes for which the Company’s management uses such measures, see “Results of Operation - Three Months Ended July 4, 2026 Compared to the Three Months Ended June 28, 2025 - Non-U.S. GAAP Measures.”
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Reconciliation of Net Income/(Loss) to (Non-GAAP) Adjusted EBITDA to (Non-GAAP) Pro Forma Adjusted EBITDA to Foreign Currency and to (Non-GAAP) Combined Adjusted EBITDA
First Six Months of Fiscal 2026 as compared to First Six Months of Fiscal 2025
Six Months Ended
(dollars in thousands) July 4, 2026 June 28, 2025
Net income/(loss) attributable to Darling $ 521,625 $ (13,499)
Depreciation and amortization 261,089 244,897
Interest expense 109,643 109,840
Income tax expense 149,264 2,911
Restructuring and asset impairment charges 4,297 —
Acquisition and integration costs 18,188 4,917
Change in fair value of contingent consideration — 18,024
Foreign currency loss/(gain) (3,351) 49
Other expense, net 4,928 3,193
Loss on early retirement of debt — 2,978
Equity in net (income)/loss of Diamond Green Diesel (457,393) 24,523
Equity in net income of other unconsolidated subsidiaries (4,800) (5,154)
Net income attributable to non-controlling interests 4,700 3,950
Adjusted EBITDA (Non-GAAP) $ 608,190 $ 396,629
Foreign currency exchange impact (1) (18,478) —
Pro forma Adjusted EBITDA to Foreign Currency (Non-GAAP) $ 589,712 $ 396,629
DGD Adjusted EBITDA (Darling’s Share) (Non-GAAP) $ 540,373 $ 48,683
Combined Adjusted EBITDA (Non-GAAP) $ 1,148,563 $ 445,312
(1) The average rates for the six months ended July 4, 2026 were €1.00:$1.17, R$1.00:$0.19 and C$1.00:$0.73 as compared to the average rates for the six months ended June 28, 2025 of €1.00:$1.09, R$1.00:$0.17 and C$1.00:$0.71, respectively.
FINANCING, LIQUIDITY AND CAPITAL RESOURCES
Credit Facilities
Indebtedness
Certain Debt Outstanding at July 4, 2026. On July 4, 2026, debt outstanding under the Company’s Amended Credit Agreement (defined below), the Company’s 6% Notes, the Company’s 5.25% Notes and the Company’s 4.5% Notes consists of the following (in thousands):
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Senior Notes:
6 % Notes due 2030 $ 1,000,000
Less unamortized deferred loan costs net of bond premiums (4,258)
Carrying value of 6% Notes due 2030 $ 995,742
5.25 % Notes due 2027 $ 500,000
Less unamortized deferred loan costs (836)
Carrying value of 5.25% Notes due 2027 $ 499,164
4.5% Notes due 2032 - Denominated in euros $ 857,700
Less unamortized deferred loan costs (8,882)
Carrying value of 4.5% Notes due 2032 $ 848,818
Amended Credit Agreement:
Term A facility $ 891,000
Less unamortized deferred loan costs (3,524)
Carrying value of Term A facility $ 887,476
Revolving Credit Facility:
Maximum availability $ 2,000,000
Ancillary Facilities 75,352
Borrowings outstanding 615,843
Letters of credit issued 762
Availability $ 1,308,043
Other Debt $ 100,681
During the first six months of fiscal 2026, the U.S. dollar strengthened as compared to the euro at January 3, 2026. Using the euro based debt outstanding at July 4, 2026 and comparing the closing balance sheet rate at July 4, 2026 to the balance sheet rate at January 3, 2026, the U.S. dollar debt balances of euro based debt decreased by approximately $28.8 million at July 4, 2026. The closing balance sheet rate assumption used in this calculation was the actual fiscal closing balance sheet rate at July 4, 2026 of €1.00:$1.1436 as compared to the closing balance sheet rate at January 3, 2026 of €1.00:$1.1750.
Senior Secured Credit Facilities. On June 25, 2025, Darling, Darling International Canada Inc. (“Darling Canada”), Darling International NL Holdings B.V. (“Darling NL”) and Darling Ingredients International Holding B.V. (“Darling Holding”) entered into a Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), which amended and restated the Company's then existing Second Amended and Restated Credit Agreement dated January 6, 2014 (as amended from time to time, the “Previous Credit Agreement”), with the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto. The Amended Credit Agreement refinanced the loans and commitments outstanding under the Previous Credit Agreement and provides for senior secured credit facilities in the aggregate principal amount of $2.9 billion comprised of (i) the Company’s $900.0 million six-year term A facility and (ii) the Company’s $2.0 billion five-year revolving credit facility (up to $50.0 million (as such amount may be increased to an amount not exceeding $150.0 million to the extent consented to by the applicable issuing banks) of which will be available for a letter of credit subfacility and up to $50.0 million of which will be available for a swingline sub-facility) (collectively, the “Senior Secured Credit Facilities”). The Amended Credit Agreement also permits Darling and the other borrowers thereunder to incur ancillary facilities provided by any revolving lender party to the Senior Secured Credit Facilities (with certain restrictions). The revolving credit facility will be used for working capital needs, general corporate purposes and other purposes not prohibited by the Amended Credit Agreement.
•As of July 4, 2026, the Company had availability of $1,308.0 million under the revolving credit facility, taking into account that the Company had $615.8 million in outstanding borrowings, $75.4 million in ancillary facilities and letters of credit issued of $0.8 million.
•As of July 4, 2026, the Company has borrowed all $900.0 million under the terms of the term A facility and has repaid $9.0 million, which when repaid by the Company cannot be reborrowed. The term A facility borrowings are repayable in quarterly installments of 0.25% of the aggregate principle amount of the term A facility on the last day of each March, June, September and December of each year commencing on the last day of such month falling on or after the last day of the first full fiscal quarter following June 25, 2025, the effective date of the initial borrowing, and continuing until the last day of such quarterly period ending immediately prior to the term A
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facility maturity date of June 25, 2031 and one final installment in the amount of the term A facility then outstanding, due and payable on June 25, 2031.
•The interest rate applicable to any borrowings under the revolving credit facility will equal (i) the CORRA for borrowings denominated in Canadian dollars or the adjusted term SOFR for U.S. dollar borrowings or the adjusted EURIBOR for euro borrowings or the adjusted daily simple SONIA for British pound borrowings, in each case plus 1.375% per annum or (ii) ABR for U.S. dollar borrowings or Canadian prime rate for Canadian dollar borrowings or the adjusted daily simple ESTR for euro borrowings or the adjusted daily SONIA rate for British pound borrowings, in each case plus 0.375% per annum, and in each case of clauses (i) and (ii), subject to certain step-ups or step-downs based on the Company’s total leverage ratio. The interest rate applicable to any borrowing under the term A facility equals the adjusted term SOFR plus 1.625% per annum or ABR plus 0.625% subject to certain step-ups and step-downs based on the Company’s total leverage ratio with a minimum of 1.50% for SOFR borrowings and a minimum of 0.50% for ABR borrowings.
4.5% Senior Notes due 2032. On June 24, 2025, Darling Global Finance B.V. (the “4.5% Issuer”), an indirect wholly owned subsidiary of Darling, issued and sold €750.0 million aggregate principal amount of 4.5% Senior Notes due 2032 (the “4.5% Notes”), which mature on July 15, 2032. The 4.5% Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of June 24, 2025 (the “4.5% Indenture”), among Darling Global Finance B.V., Darling, the subsidiary guarantors party thereto from time to time, and GLAS Trust Company LLC, as trustee, principal paying agent and registrar. The gross proceeds of the offering, together with borrowings under the Company’s revolving credit facility, were used to (i) redeem the Company’s previous 3.625% senior notes and repay or otherwise refinance the Company’s Previous Credit Agreement, and (ii) pay costs, fees and expenses related to the refinancing. The 4.5% Notes are guaranteed by Darling and all of Darling’s restricted subsidiaries (other than any foreign subsidiary or any receivable entity) that are borrowers under or guarantee the Senior Secured Facilities (collectively the “4.5% Guarantors”).
6% Senior Notes due 2030. On June 9, 2022, Darling issued and sold $750.0 million aggregate principal amount of 6% Senior Notes due 2030 (the “6% Initial Notes”). The 6% Initial Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of June 9, 2022 (the “6% Base Indenture”), among Darling, the subsidiary guarantors party thereto from time to time, and Truist Bank, as trustee. On August 17, 2022, Darling issued an additional $250.0 million in aggregate principal amount of its 6% Senior Notes due 2030 (the “add-on notes” and, together with the 6% Initial Notes, the “6% Notes”), which mature on June 15, 2030. The add-on notes and related guarantees, which were offered in a private offering, were issued as additional notes under the 6% Base Indenture, as supplemented by a supplemental indenture, dated as of August 17, 2022 (the “supplemental indenture” and, together with the 6% Base Indenture, the “6% Indenture”). The add-on notes have the same terms as the 6% Initial Notes (other than issue date and issue price) and, together with the 6% Initial Notes, constitute a single class of securities under the 6% Indenture. The 6% Notes are guaranteed on a senior unsecured basis by Darling and all of Darling’s restricted subsidiaries (other than foreign subsidiaries) that are borrowers under or that guarantee the Senior Secured Credit Facilities.
5.25% Senior Notes due 2027. On April 3, 2019, Darling issued and sold $500.0 million aggregate principal amount of 5.25% Senior Notes due 2027 (the “5.25% Notes”), which mature on April 15, 2027. The 5.25% Notes, which were offered in a private offering, were issued pursuant to a Senior Notes Indenture, dated as of April 3, 2019 (the “5.25% Indenture”), among Darling, the subsidiary guarantors party thereto from time to time, and Regions Bank, as trustee. The 5.25% Notes are guaranteed on a senior unsecured basis by Darling and all of Darling’s restricted subsidiaries (other than foreign subsidiaries) that are borrowers under or that guarantee the Senior Secured Credit Facilities.
Other debt consists of U.S. and European overdraft ancillary facilities, U.S. and European finance lease obligations and Brazilian, European and United Kingdom note arrangements that are not part of the Company’s Amended Credit Agreement, 6% Notes, 5.25% Notes or 4.5% Notes.
The classification of long-term debt in the Company’s July 4, 2026 consolidated balance sheet is based on the contractual repayment terms of the 6% Notes, the 5.25% Notes, the 4.5% Notes and debt issued under the Amended Credit Agreement. At the date of this report, the Company has not made a decision whether it will refinance or repay the 5.25% Notes at maturity. As long as the Company has sufficient availability on its revolving credit facility under the Company’s Amended Credit Agreement, the 5.25% Notes are expected to continue being classified as long term on the Company’s consolidated balance sheet.
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As of July 4, 2026, the Company is in compliance with all of the financial covenants under the Amended Credit Agreement, and believes it is in compliance with all of the other covenants contained in the Amended Credit Agreement, the 6% Indenture, the 5.25% Indenture and the 4.5% Indenture.
As a result of the Company’s borrowings under its Amended Credit Agreement, the 6% Indenture, the 5.25% Indenture and the 4.5% Indenture, the Company is highly leveraged. Investors should note that, in order to make scheduled payments on the indebtedness outstanding under the Amended Credit Agreement, the 6% Notes, the 5.25% Notes and the 4.5% Notes, and otherwise, the Company will rely in part on a combination of dividends, distributions and intercompany loan repayments from the Company’s direct and indirect U.S. and foreign subsidiaries. The Company is prohibited under the Amended Credit Agreement, the 6% Indenture, the 5.25% Indenture and the 4.5% Indenture from entering (or allowing such subsidiaries to enter) into contractual limitations on the Company’s subsidiaries’ ability to declare dividends or make other payments or distributions to the Company. The Company has also structured the Company’s consolidated indebtedness in such a way as to maximize the Company’s ability to move cash from the Company’s subsidiaries to Darling or another subsidiary that will have fewer limitations on the ability to make upstream payments, whether to Darling or directly to the Company’s lenders as a Guarantor. Nevertheless, applicable laws under which the Company’s direct and indirect subsidiaries are formed may provide limitations on such dividends, distributions and other payments. In addition, regulatory authorities in various countries where the Company operates or where the Company imports or exports products may from time to time impose import/export limitations, foreign exchange controls or currency devaluations that may limit the Company’s access to profits from the Company’s subsidiaries or otherwise negatively impact the Company’s financial condition and therefore reduce the Company’s ability to make required payments under the Amended Credit Agreement, the 6% Notes, the 5.25% Notes and the 4.5% Notes, or otherwise. In addition, fluctuations in foreign exchange values may have a negative impact on the Company’s ability to repay indebtedness denominated in U.S. or Canadian dollars or euros. See “Risk Factors - Our business may be adversely impacted by fluctuations in foreign currency exchange rates, which could affect our ability to comply with our financial covenants” and “- 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” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026 as filed with the SEC on March 3, 2026.
Working Capital and Capital Expenditures
On July 4, 2026, the Company had working capital of $634.3 million and its working capital ratio was 1.56 to 1 compared to working capital of $518.7 million and a working capital ratio of 1.50 to 1 on January 3, 2026. As of July 4, 2026, the Company had unrestricted cash of $160.7 million and funds available under the revolving credit facility of $1.31 billion, compared to unrestricted cash of $88.7 million and funds available under the revolving credit facility of $1.32 billion at January 3, 2026. The Company diversifies its cash investments by limiting the amounts deposited with any one financial institution.
Net cash provided by operating activities was $686.5 million for the first six months ended July 4, 2026, as compared to net cash provided by operating activities of $394.8 million for the first six months ended June 28, 2025, an increase of $291.7 million primarily due to an increase in net income and cash dividends from the DGD Joint Venture. Cash used in investing activities was $523.6 million for the first six months ended July 4, 2026, compared to $159.4 million for the first six months ended June 28, 2025, an increase in cash used in investing activities of $364.2 million primarily due to contributions made to the DGD Joint Venture, payments for acquisitions and higher capital expenditures. Net cash used in financing activities was $79.0 million for the first six months ended July 4, 2026, compared to cash used in financing activities of $215.8 million for the first six months ended June 28, 2025, a decrease in cash used in financing activities of $136.8 million, primarily due to a decrease in net debt payments in the first six months ended July 4, 2026 compared to the first six months ended June 28, 2025.
Capital expenditures of $223.6 million were made during the first six months of fiscal 2026, compared to $133.9 million in the first six months of fiscal 2025, an increase of $89.7 million. The Company expects to incur additional capital expenditures of approximately $226 million for the remainder of fiscal 2026 including compliance, replacement and expansion projects. The Company intends to finance these costs using cash flows from operations. Capital expenditures related to compliance with environmental regulations were $48.0 million and $39.1 million during the first six months ended July 4, 2026 and June 28, 2025, respectively.
Accrued Insurance and Pension Plan Obligations
Based upon the annual actuarial estimate, current year accruals and claims paid during the first six months of fiscal 2026, the Company has an accrued balance of approximately $27.3 million that it expects will become due during the
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next twelve months in order to meet obligations related to the Company’s self-insurance reserves and accrued insurance obligations, which are included in current accrued expenses at July 4, 2026. The self-insurance reserve is composed of estimated liability for claims arising for workers’ compensation, auto liability, general liability and medical claims liability. The self-insurance reserve liability and medical claims liability are determined annually, based upon third-party actuarial estimates. The actuarial estimates may vary from year to year due to changes in the cost of health care, the pending number of claims and other factors beyond the control of management of the Company.
Based upon current actuarial estimates, the Company expects to contribute approximately $0.5 million to its domestic pension plans in order to meet minimum pension funding requirements during the next twelve months. In addition, the Company expects to make payments of approximately $3.5 million under its foreign pension plans in the next twelve months. The minimum pension funding requirements are determined annually, based upon a third-party actuarial estimate. The actuarial estimate may vary from year to year due to fluctuations in return on investments or other factors beyond the control of management of the Company or the administrator of the Company’s pension funds. No assurance can be given that the minimum pension funding requirements will not increase in the future. The Company has made tax deductible discretionary and required contributions to its domestic pension plans for the first six months ended July 4, 2026 of approximately $0.1 million. Additionally, the Company has made required and tax deductible discretionary contributions to its foreign pension plans for the first six months ended July 4, 2026 of approximately $0.9 million.
The U.S. Pension Protection Act of 2006 (“PPA”) went into effect in January 2008. The stated goal of the PPA is to improve the funding of U.S. pension plans. U.S. plans in an under-funded status are required to increase employer contributions to improve the funding level within PPA timelines. Volatility in the world equity and other financial markets, including that associated with the ongoing conflicts in Ukraine and the Middle East and U.S. and foreign tariffs and other retaliatory measures, could have a material negative impact on U.S. pension plan assets and the status of required funding under the PPA. The Company participates in various U.S. multiemployer pension plans which provide defined benefits to certain employees covered by labor contracts. These plans are not administered by the Company and contributions are determined in accordance with provisions of negotiated labor contracts to meet their pension benefit obligations to their participants. The Company’s contributions to each individual U.S. multiemployer plan represent less than 5% of the total contributions among the contributors to each plan. Based on the most currently available information, the Company has determined that, if a withdrawal were to occur, withdrawal liabilities for two of the U.S. plans in which the Company currently participates could be material to the Company. With respect to the other U.S. multiemployer pension plans in which the Company participates and which are not individually significant, five plans have certified as critical or red zone, as defined by the PPA. The Company currently has withdrawal liabilities recorded on three U.S. multiemployer plans in which it participated. As of July 4, 2026, the Company has an aggregate accrued liability of approximately $3.3 million representing the present value of scheduled withdrawal liability payments on the multiemployer plans that have given notice of withdrawal. While the Company has no ability to calculate a possible current liability for under-funded multiemployer plans that could terminate or could require additional funding under the PPA, the amounts could be material.
DGD Joint Venture
The DGD Joint Venture currently operates two renewable diesel plants, one located adjacent to Valero’s St. Charles Refinery in Norco, Louisiana (the “DGD St. Charles Plant”) and one located adjacent to Valero’s Port Arthur Refinery in Port Arthur, Texas (the “DGD Port Arthur Plant” and, together with the DGD St. Charles Plant, the “DGD Facilities”), with a combined renewable fuel (including renewable diesel and SAF) production capacity of approximately 1.2 billion gallons per year. The DGD Joint Venture was formed in January 2011 to design, engineer, construct and operate the DGD St. Charles Plant, which reached mechanical completion and began production of renewable diesel and certain other co-products in late June 2013. In October 2021, the DGD Joint Venture completed an expansion of the DGD St. Charles Plant that increased its renewable diesel production capability to up to 750 million gallons per year of renewable diesel, as well as its capability to separate renewable naphtha (approximately 30 million gallons) and other light end renewable hydrocarbons for sale into low carbon fuel markets. Additionally, in November 2022 the DGD Joint Venture completed the construction of the DGD Port Arthur Plant, with a capacity to produce 470 million gallons per year of renewable diesel and 20 million gallons per year of renewable naphtha and having similar logistics flexibilities as those of the DGD St. Charles Plant. Furthermore, in November 2024, the DGD Joint Venture completed a capital project at the DGD Port Arthur Plant to provide the plant with the capability to upgrade approximately fifty percent (50%) of its current 470 million gallon annual production capacity to SAF. Renewable diesel is a low-carbon transportation fuel that is interchangeable with diesel produced from petroleum and is produced at the DGD Facilities using an advanced hydroprocessing-isomerization process licensed from UOP LLC, known as the Ecofining™ Process, and a pretreatment process developed by the Desmet Ballestra Group, to convert fats (animal fats, used cooking oils, distillers corn oil and vegetable oils) into renewable diesel, renewable naphtha and other light end renewable hydrocarbons.
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On June 15, 2023, Darling, through its wholly owned subsidiary Darling Green Energy LLC (“Darling Green”), and Diamond Alternative Energy, LLC, a wholly owned subsidiary of Valero (“Diamond Alternative” and together with Darling Green, the “DGD Lenders”), entered into a revolving loan agreement (the “2023 DGD Loan Agreement”) with the DGD Joint Venture, pursuant to which the DGD Lenders committed to making loans available to the DGD Joint Venture in the total amount of $200.0 million with each lender committed to $100.0 million of the total commitment. Any borrowings by the DGD Joint Venture under the 2023 DGD Loan Agreement are at the applicable annum rate equal to the sum of (a) term SOFR on such day plus (b) 2.50%. The 2023 DGD Loan Agreement has been amended to extend the expiration date to June 15, 2029. In March 2026, the DGD Joint Venture borrowed $100.0 million, or $50.0 million of the Company’s portion of the commitment, which was repaid in March 2026. The DGD Joint Venture paid interest to the Company for each of the three months ended July 4, 2026 and June 28, 2025 of zero and paid interest to the Company for the six months ended July 4, 2026 and June 28, 2025 of $0.2 million and zero, respectively. As of July 4, 2026 and January 3, 2026, zero was owed to Darling Green under the 2023 DGD Loan Agreement. Subsequent to July 4, 2026, the DGD Joint Venture borrowed $200.0 million or $100.0 million of the Company’s portion of the 2023 DGD Loan Agreement commitment.
On June 23, 2023, the DGD Joint Venture entered into an amended and restated credit agreement for a $400.0 million senior, unsecured revolving credit facility, with CoBank ACB acting as lead arranger and the administrative agent for the lending group, which is comprised of Farm Credit System institutions. The DGD Joint Venture entered into a second amendment to the amended and restated credit agreement which extends the expiration date to February 26, 2029 and is non-recourse to the joint venture partners. As of June 30, 2026 and our July 4, 2026 quarter ending date, the DGD Joint Venture had zero borrowings outstanding under the unsecured revolving credit facility.
Based on the sponsor support agreements executed in connection with the initial construction of the DGD St. Charles Plant, the Company contributed a total of approximately $111.7 million for initial completion of the DGD St. Charles Plant, and Darling has subsequently made $1,137.6 million in additional capital contributions to the DGD Joint Venture as of July 4, 2026. As of July 4, 2026, under the equity method of accounting, the Company has an investment in the DGD Joint Venture of approximately $2,495.3 million included on the consolidated balance sheet.
The Company’s original investment in DGD has expanded since 2011 to the point that it is now integral to how Darling operates its business. Darling traditionally collected and converted used cooking oil and animal fats into feed ingredients which were sold on a caloric value to feed animals as well as for industrial technical uses. Over the past decade, the world’s increasing focus on renewable energy sources, motivated by supporting agricultural economies and finding solutions for GHGs and climate change, has provided a new finished market for the Company’s finished fats ingredients. With Darling’s significant fats ownership, this has and continues to transform how Darling operates. In 2025, DGD was Darling’s largest finished product customer in terms of total net sales, with Darling recording sales of approximately $1.2 billion to DGD or 20% of total net sales. For the six months ended July 4, 2026 and June 28, 2025, the Company recorded net sales to the DGD Joint Venture of approximately $662.1 million or 20% and $509.5 million or 18%, respectively, of total net sales.
From a procurement, production and distribution standpoint, DGD has become integral to Darling’s base business. DGD is integrated into the Company’s operations via the combined vertical operating structure from collecting raw fats, to processing collected fats at Darling facilities worldwide to transporting the refined fats to the DGD Facilities as feedstock. The Darling supply chain has become more efficient and sustainable with transparency for verification to obtain full value to low carbon intensity markets. The development of the low carbon markets in North America and Europe has influenced how Darling operates its core business and has also been a driver for the recent DGD expansions, which are making DGD much more relevant to Darling’s earnings. Since 2011 when construction began on DGD, Darling has invested substantially to increase its U.S. railcar fleet to efficiently manage nationwide transportation of Darling fats to DGD. Additionally, Darling acquired an Iowa location on the Mississippi River that further enhances the ability of the Company’s Midwest network of facilities to collect and deliver feedstocks to DGD via water, rail or truck from a centralized location. In fiscal 2022, Darling acquired both Valley Proteins and FASA, each of which supply additional feedstocks to DGD. Darling has also stepped up collection efforts by providing indoor used cooking oil collection units in exchange for extended collection contracts at eating establishments and has moved to more of a centralized digital marketing effort with restaurant chains and franchise groups and invested in internet search engine key words to improve visibility with restaurants. The Company also includes DGD in marketing efforts to emphasize environmental sustainability that restaurants participate in when their used cooking oil is collected by Darling. From a production standpoint, Darling now isolates used cooking oil from other fats to preserve identification to qualify for a lower carbon intensity value. As a result, the Company includes its equity in net income of the DGD Joint Venture as operating income.
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Financial Impact of Significant Debt Outstanding
The Company has a substantial amount of indebtedness, which could make it more difficult for the Company to satisfy its obligations to its financial lenders and its contractual and commercial commitments, limit the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements on commercially reasonable terms or at all, require the Company to use a substantial portion of its cash flows from operations to pay principal and interest on its indebtedness instead of other purposes, thereby reducing the amount of the Company’s cash flows from operations available for working capital, capital expenditures, acquisitions and other general corporate purposes, increase the Company’s vulnerability to adverse economic, industry and business conditions, expose the Company to the risk of increased interest rates as certain of the Company’s borrowings are at variable rates of interest, limit the Company’s flexibility in planning for, or reacting to, changes in the Company’s business and the industry in which the Company operates, place the Company at a competitive disadvantage compared to other, less leveraged competitors, and/or increase the Company’s cost of borrowing.
Cash Flows and Liquidity Risks
Management believes that the Company’s cash flows from operating activities, unrestricted cash and funds available under the Amended Credit Agreement, will be sufficient to meet the Company’s working capital needs and maintenance and compliance-related capital expenditures, scheduled debt and interest payments, income tax obligations, and other contemplated needs through the next twelve months. Numerous factors could have adverse consequences to the Company that cannot be estimated at this time, such as negative impacts from U.S. or foreign government trade policies, the ongoing conflicts in Ukraine and the Middle East and those other factors discussed below under the heading “Forward Looking Statements”. These factors, coupled with volatile prices for natural gas and diesel fuel, currency exchange fluctuations, general performance of the U.S. and global economies, disturbances in world financial, credit, commodities and stock markets, and any decline in consumer confidence, including the inability of consumers and companies to obtain credit due to lack of liquidity in the financial markets, among others, could negatively impact the Company’s results of operations in fiscal 2026 and thereafter. The Company reviews the appropriate use of unrestricted cash periodically. As of the date of this report, no decision has been made as to non-ordinary course material cash usages at this time; however, potential usages could include: opportunistic capital expenditures and/or acquisitions and joint ventures; investments relating to the Company’s renewable energy strategy, including, without limitation, potential investments in additional renewable diesel or SAF projects; investments in response to governmental regulations relating to human and animal food safety or other regulations; unexpected funding required by the legislation, regulation or mass termination of multiemployer plans; and paying dividends or repurchasing stock, subject to limitations under the Amended Credit Agreement, the 6% Indenture, the 5.25% Indenture and the 4.5% Indenture, as well as suitable cash conservation to withstand adverse commodity cycles.
The Company’s Board of Directors approved a share repurchase program in August 2017, which was refreshed and increased on August 5, 2026 up to an aggregate of $1.0 billion of the Company’s Common Stock depending on market conditions. The repurchases may be made from time to time on the open market at prevailing market prices or in negotiated transactions off the market. There is no expiration date for this program and the repurchase authorization may be modified, suspended, or discontinued at any time. During the first six months of fiscal 2026, $73.4 million of Common Stock was repurchased under the share repurchase program (prior to the refresh). As of July 4, 2026, the Company had approximately $386.9 million remaining in its share repurchase program (prior to the refresh), and $1.0 billion remaining as of August 5, 2026.
Each of the factors described above has the potential to adversely impact the Company’s liquidity in a variety of ways, including through reduced raw materials availability, reduced finished product prices, reduced sales, potential inventory buildup, increased bad debt reserves, potential impairment charges and/or higher operating costs.
Sales prices for many of the principal products that the Company sells are typically influenced by sales prices for agricultural-based alternative ingredients, the prices of which are based on established commodity markets and are subject to volatile changes, and sales prices for the principal products that DGD sells are typically influenced by the demand and pricing of renewable diesel, which is dependent on governmental energy policies and programs and impacted by the value of RINs and LCFS credits stemming from certain such governmental energy policies and programs. Any decline in these prices has the potential to adversely impact the Company’s liquidity. Any of a decline in raw material availability, a decline in agricultural-based alternative ingredients prices, increases in energy prices or the impact of U.S. and foreign regulations and tariffs (including, without limitation, with respect to China), changes in foreign exchange rates, imposition of currency controls and currency devaluations has the potential to adversely impact the Company’s liquidity. A decline in commodities prices, adverse changes to governmental energy policies and programs, a rise in energy prices, a slowdown in
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the U.S. or international economy, high inflation rates or other factors could cause the Company to fail to meet management's expectations or could cause liquidity concerns.
OFF BALANCE SHEET OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS
Based upon the underlying purchase agreements, the Company has commitments to purchase $463.5 million of commodity products consisting of approximately $208.8 million of finished products, approximately $216.9 million of natural gas and diesel fuel and approximately $37.8 million of other commitments during the next five years, which are not included in liabilities on the Company’s balance sheet at July 4, 2026. The Company intends to take physical delivery of the commodities under the forward purchase agreements and accordingly, these contracts are not subject to the requirements of fair value accounting because they qualify as normal purchases. The commitments will be recorded on the balance sheet of the Company when delivery of these commodities or products occurs and ownership passes to the Company during the remainder of fiscal 2026 through fiscal 2030, in accordance with accounting principles generally accepted in the United States.
The following table summarizes the Company’s other commercial commitments, including both on- and off-balance sheet arrangements that are part of the Company’s Amended Credit Agreement and other foreign and domestic bank guarantees that are not a part of the Company’s Amended Credit Agreement at July 4, 2026 (in thousands):
Other commercial commitments:
Standby letters of credit $ 762
Standby letters of credit (ancillary facility) 38,307
Foreign bank guarantees 12,188
Total other commercial commitments: $ 51,257
CRITICAL ACCOUNTING POLICIES
The Company follows certain significant accounting policies when preparing its consolidated financial statements. A complete summary of these policies is included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 3, 2026, filed with the SEC on March 3, 2026.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 23, (New Accounting Pronouncements) to the Company’s Consolidated Financial Statements included herein for a description of new accounting pronouncements.
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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 Securities Litigation 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 report are forward looking statements, including, without limitation, the statements under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and located elsewhere herein regarding industry prospects, the Company’s financial position and the Company’s use of cash. 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 guarantees of future performance and that actual results may differ materially from anticipated results or expectations expressed in its forward-looking statements as a result of a variety of factors, including many that are beyond the Company’s control.
In addition to those factors discussed elsewhere in this report and in the Company’s other public filings with the SEC, important factors that could cause actual results to differ materially from the Company’s expectations include: existing and unknown future limitations on the ability of the Company’s direct and indirect subsidiaries to make their cash flow available to the Company for payments on the Company’s indebtedness or other purposes; reduced demands or prices for biofuels, biogases or renewable electricity; global demands for grain and oilseed commodities, which have exhibited volatility, and can impact the cost of feed for cattle, hogs and poultry, thus affecting available rendering
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feedstock and selling prices for the Company’s products; reductions in raw material volumes available to the Company due to weak margins in the meat production industry as a result of higher feed costs, reduced consumer demand, reduced volume due to government regulations affecting animal production or other factors, reduced volume from food service establishments, or otherwise; reduced demand for animal feed; reduced finished product prices, including a decline in fat, used cooking oil, protein or collagen (including, without limitation, collagen peptides and gelatin) finished product prices; changes to government policies around the world relating to renewable fuels and GHG emissions that adversely affect prices, margins or markets (including for the DGD Joint Venture), including programs like renewable fuel standards, LCFS, renewable fuel mandates and tax credits for biofuels or loss or diminishment of tax credits due to failure to satisfy any eligibility requirements, including, without limitation, in relation to the blenders tax credit or the CFPC; climate related adverse results, including with respect to the Company’s climate goals, targets or commitments; possible product recall resulting from developments relating to the discovery of unauthorized adulterations to food or food additives or products which do not meet specifications, contract requirements or regulatory standards; the occurrence of 2009 H1N1 flu (initially known as Swine Flu), highly pathogenic strains of avian influenza (collectively known as Bird Flu), severe acute respiratory syndrome (“SARS”), bovine spongiform encephalopathy (“BSE”), porcine epidemic diarrhea (“PED”) or other diseases associated with animal origin in the U.S. or elsewhere, such as the outbreak of African Swine Fever (“ASF”) in China and elsewhere; the occurrence of pandemics, epidemics or disease outbreaks; unanticipated costs and/or reductions in raw material volumes related to the Company’s compliance with the existing or unforeseen new U.S. or foreign (including, without limitation, China) regulations (including new or modified animal feed, Bird Flu, SARS, PED, BSE or ASF or similar or unanticipated regulations) affecting the industries in which the Company operates or its value added products; risks associated with the DGD Joint Venture, including possible unanticipated operating disruptions and/or a decline in margins on the products produced by the DGD Joint Venture; risks and uncertainties relating to international sales and operations, including imposition of tariffs, quotas, trade barriers and other trade protections by the U.S. or foreign countries; tax changes, such as global minimum tax measures, or issues related to administration, guidance and/or regulations associated with biofuel policies, including CFPC, and risks associated with the qualification and sale of such credits; difficulties or a significant disruption (including, without limitation, due to cyber-attack) in the Company’s information systems, networks or the confidentiality, availability or integrity of our data or failure to implement new systems and software successfully; risks relating to possible third-party claims of intellectual property infringement; increased contributions to the Company’s pension and benefit plans, including multiemployer and employer-sponsored defined benefit pension plans as required by legislation, regulation or other applicable U.S. or foreign law or resulting from a U.S. mass withdrawal event; bad debt write-offs; loss of or failure to obtain necessary permits and registrations; the potential for future terrorist attacks, responses to terrorist attacks and other acts of war or hostility, including the ongoing conflicts in the Middle East, Africa, North Korea and Ukraine; uncertainty regarding any administration changes in the U.S. or elsewhere around the world, including, without limitation, impacts to trade, tariffs and/or policies impacting the Company (such as biofuel policies and mandates); and/or unfavorable export or import markets. These factors, coupled with volatile prices for natural gas and diesel fuel, inflation rates, climate conditions, currency exchange fluctuations, general performance of the U.S. and global economies, disturbances in world financial, credit, commodities and stock markets, and any decline in consumer confidence and discretionary spending, including the inability of consumers and companies to obtain credit due to lack of liquidity in the financial markets, among others, could cause actual results to vary materially from the forward-looking statements included in this report or negatively impact the Company’s results of operations. Among other things, future profitability may be affected by the Company’s ability to grow its business, which faces competition from companies that may have substantially greater resources than the Company. The Company’s announced share repurchase program may be suspended or discontinued at any time and purchases of shares under the program are subject to market conditions and other factors, which are likely to change from time to time. The Company cautions readers that all forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update any forward-looking statements, whether as a result of changes in circumstances, new events or otherwise.