DRI Form 144 reveals planned $1.28M insider share sale

Rhea-AI Filing Summary

An SEC Form 144 indicates that an unidentified insider of Darden Restaurants, Inc. (ticker DRI) intends to sell up to 5,780 common shares through Morgan Stanley Smith Barney LLC on or about 24 June 2025. The proposed transaction is valued at roughly $1.284 million, based on the filing’s stated market value. The shares derive from multiple restricted-stock vesting events that occurred between 2020 and 2023 under the company’s equity compensation plan. Darden currently has 117,026,246 shares outstanding, so the planned disposition equals approximately 0.005 % of total shares. No sales in the past three months were reported, and the signer certifies possession of no undisclosed adverse information. A Form 144 is a notice of intent and does not guarantee the sale will be executed.

Positive

• Immaterial size: 5,780 shares represent only 0.005 % of outstanding stock, limiting dilution or price pressure.
• Transparent disclosure: Filing meets Rule 144 requirements, indicating adherence to compliance and governance standards.

Negative

• Insider selling: Any sale by a company insider can be viewed negatively by some investors, even if small.
• Lack of context: The filing provides no insight into company fundamentals, leaving investors without qualitative rationale for the sale.

Insights

Securities Analyst

TL;DR: Minor insider sale (0.005 % float); limited valuation impact, slightly negative sentiment.

The filing discloses a contemplated sale of 5,780 DRI shares, worth about $1.28 million. Relative to the 117 million shares outstanding, the proposed trade is negligible and should not affect liquidity or ownership structure. However, insider selling can be interpreted as a mildly bearish signal, especially given its forward-dated nature (June 2025). With no accompanying performance metrics or strategic commentary, the filing is best viewed as routine wealth diversification by an employee who received stock via compensation. Overall market impact is expected to be de minimis.

Corporate Governance Expert

TL;DR: Standard Rule 144 notice; no red flags in governance or compliance.

The shares originate from registered equity plans, and the filer affirms no undisclosed adverse information, aligning with Rule 144 requirements. The absence of past-quarter sales reduces aggregation concerns, and use of a major broker suggests proper execution controls. As the amount is immaterial to float, governance risk remains low.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	5780	1284402.70	117026246	06/24/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/25/2022	Restricted stock vesting under a registered plan	Issuer			459	07/25/2022	Services Rendered
Common	01/24/2021	Restricted stock vesting under a registered plan	Issuer			796	01/24/2021	Services Rendered
Common	07/29/2023	Restricted stock vesting under a registered plan	Issuer			1821	07/29/2023	Services Rendered
Common	07/24/2022	Restricted stock vesting under a registered plan	Issuer			623	07/24/2022	Services Rendered
Common	07/26/2021	Restricted stock vesting under a registered plan	Issuer			1277	07/26/2021	Services Rendered
Common	06/30/2022	Restricted stock vesting under a registered plan	Issuer			52	06/30/2022	Services Rendered
Common	02/01/2023	Restricted stock vesting under a registered plan	Issuer			2	02/01/2023	Services Rendered
Common	05/01/2023	Restricted stock vesting under a registered plan	Issuer			1	05/01/2023	Services Rendered
Common	11/01/2022	Restricted stock vesting under a registered plan	Issuer			1	11/01/2022	Services Rendered
Common	03/31/2022	Restricted stock vesting under a registered plan	Issuer			44	03/31/2022	Services Rendered
Common	07/24/2023	Restricted stock vesting under a registered plan	Issuer			226	07/24/2023	Services Rendered
Common	07/27/2020	Restricted stock vesting under a registered plan	Issuer			477	07/27/2020	Services Rendered
Common	08/01/2022	Restricted stock vesting under a registered plan	Issuer			1	08/01/2022	Services Rendered

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Darden Restaurants (DRI) shares are being sold per the Form 144?

The notice covers 5,780 common shares.

What is the estimated value of the planned DRI share sale?

The aggregate market value is approximately $1.284 million.

When is the insider expecting to sell the shares?

The approximate sale date listed is 24 June 2025.

What percentage of DRI’s outstanding shares does 5,780 represent?

Roughly 0.005 % of the 117,026,246 shares outstanding.

Which broker is handling the proposed DRI share sale?

Morgan Stanley Smith Barney LLC Executive Financial Services is listed as the broker.

Did the filer report any other sales in the past three months?

No. The filing states "Nothing to Report" for prior three-month sales.