Darling Ingredients Inc. Announces Pricing of Offering of €750 Million of Senior Notes Due 2032 by Darling Global Finance B.V.

Darling Ingredients Inc. (NYSE: DAR) (“Darling” or the “Company”), the world’s leading company turning food waste into sustainable products and producer of renewable energy, today announced the pricing of an offering of €750 million in aggregate principal amount of 4.5% senior notes due 2032 (the “notes”). The notes will be issued by Darling Global Finance B.V. (the “Issuer”), an indirect, wholly owned subsidiary of the Company incorporated under the laws of The Netherlands. The offering is expected to close on or about June 24, 2025, subject to the satisfaction of customary closing conditions.

The notes will be guaranteed by the Company and the Company’s restricted subsidiaries that will be borrowers under or that will guarantee the Company’s senior secured credit facilities under the proposed Third Amended and Restated Credit Agreement, other than foreign subsidiaries, receivables entities and certain other subsidiaries. The Company intends to use the proceeds from the offering of the notes, together with the drawings under the proposed senior secured credit facilities, to (i) redeem the Issuer’s €515.0 million principal amount of the 3.625% Senior Notes due 2026 and repay certain of the Company’s existing senior secured credit facilities; and (ii) pay costs, fees and expenses related to the refinancing, including the issuance discount for the initial purchasers.

The notes and related guarantees will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the notes and related guarantees were offered in the United States only to persons reasonably believed to be “qualified institutional buyers” in reliance on Rule 144A under the Securities Act and outside the United States to non‑U.S. persons in reliance on Regulation S under the Securities Act.

“The proceeds from the offering of the notes will be used to fully repay our outstanding Euro notes and some of the outstanding debt under our existing credit agreement,” said Randall C. Stuewe, Chairman and Chief Executive Officer. “By refinancing and upsizing our Euro notes at this time, we are able to maintain our blended cost of debt at current levels, while extending the term of the notes for another seven years.”