[Form 3] Darden Restaurants, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

National Fuel Gas Co. (NFG) filed a Form 3 reporting the initial beneficial ownership of recently designated insider Michael D. Colpoys, President of NFG Distribution Corp. The filing, dated 07/03/2025, discloses the following holdings as of the event date 07/01/2025:

• Direct ownership: 11,095 shares of NFG common stock.
• Indirect ownership: 14,149 shares held through the NFG 401(k) Stock Fund and 49 shares held as UTMA custodian for his son.
• Derivative holdings: 3,778 restricted stock units (RSUs) comprising three grants—533 RSUs vesting on 12 / 01 / 2025; 1,444 RSUs vesting 722 / 722 on 12 / 06 / 2025 – 2026; and 1,801 RSUs vesting 600 / 600 / 601 on 12 / 05 / 2025 – 2027. Each RSU converts to one share of common stock upon vesting.

The form is informative for governance transparency; it does not announce any transaction, compensation change, or strategic development. No 10% ownership threshold is indicated, and there are no material financial metrics disclosed.

Insights

Corporate Governance Expert

TL;DR: Routine Form 3 discloses new officer’s modest share and RSU holdings; governance transparency, negligible market impact.

This Form 3 merely satisfies Section 16(a) reporting for Michael D. Colpoys upon becoming an NFG insider. Total direct and indirect common shares (25,293) equate to well below 1 % of NFG’s outstanding shares, and RSUs are standard executive incentives with staggered vesting through 2027. No purchases, sales, option exercises, or compensation amendments are reported. Accordingly, it is a compliance event rather than a signal of strategic intent or financial change.

Portfolio Manager

TL;DR: Filing has no earnings or cash-flow data; negligible for valuation models.

The disclosed ownership neither alters share count materially nor suggests insider sentiment shifts—shares were already issued. RSUs represent potential dilution of fewer than 4,000 shares, immaterial against NFG’s ~92 million share base. Therefore, portfolio weighting or risk assessments remain unchanged.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Wilkerson John W.

(Last) (First) (Middle)

1000 DARDEN CENTER DRIVE

(Street)

ORLANDO FL 32837

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2025

3. Issuer Name and Ticker or Trading Symbol
DARDEN RESTAURANTS INC [ DRI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President Elect, Olive Garden

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,771.706(1)	D
Common Stock	596.593	I	By 401k

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units (FY22)(2)	(3)	07/28/2025	Common Stock	1,585(4)	$0.0000	D
Performance Restricted Stock Units (FY23)(5)	(6)	07/27/2026	Common Stock	6,428(7)	$0.0000	D
Phantom Stock	(8)	(8)	Common Stock	516.1618(9)	(8)	D
Restricted Stock Units (FY23 Annual Grant)	07/27/2025	07/27/2025	Common Stock	1,607	$0.0000(10)	D
Restricted Stock Units (FY24 Annual Grant)	07/26/2026	07/26/2026	Common Stock	1,129	$0.0000(10)	D
Restricted Stock Units (FY25 Annual Grant)	07/24/2027	07/24/2027	Common Stock	1,307	$0.0000(10)	D
Stock Option (Right to Buy)	(11)	07/27/2032	Common Stock	5,429	$121.47	D
Stock Option (Right to Buy)	(12)	07/24/2029	Common Stock	6,364	$124.24	D
Stock Option (Right to Buy)	(13)	07/24/2034	Common Stock	3,973	$139.43	D
Stock Option (Right to Buy)	(14)	07/28/2031	Common Stock	4,241	$148.2	D
Stock Option (Right to Buy)	(15)	07/26/2033	Common Stock	3,399	$169.02	D

Explanation of Responses:

1. Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan.

2. On July 28, 2021, the Reporting Person was awarded 2,384 target performance restricted stock units (PSUs) subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 29, 2020 through May 28, 2023.

3. This grant vests in two equal annual installments beginning on July 28, 2024.

4. On June 18, 2024, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 3,170 PSUs being earned in accordance with the provisions of the applicable award agreement.

5. On July 27, 2022, the Reporting Person was awarded 3,214 target performance restricted stock units (PSUs) subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 28, 2021 through May 26, 2024.

6. This grant vests in two equal annual installments beginning on July 27, 2025.

7. On June 17, 2025, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 6,428 PSUs being earned in accordance with the provisions of the applicable award agreement.

8. Each share of phantom stock is the economic equivalent of one share of DRI common stock. The share of phantom stock becomes payable in cash upon settlement.

9. Includes phantom stock acquired under the Darden Restaurants, Inc. FlexComp Plan based on information provided by the plan administrator as of June 23, 2024.

10. Restricted stock units convert into common stock on a one-for-one basis.

11. This option vests in two equal annual installments beginning on July 27, 2025.

12. This option vested in two equal annual installments beginning on July 24, 2022.

13. This option vests in two equal annual installments beginning on July 24, 2027.

14. This option vests in two equal annual installments beginning on July 28, 2024.

15. This option vests in two equal annual installments beginning on July 26, 2026.

Remarks:

wilkersonpoa.txt

	Ashaki Noni Holmes-Kidd, Attorney-in-fact for Wilkerson, John W.	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did Michael D. Colpoys file a Form 3 for NFG?

He became an insider (President of NFG Distribution Corp.), triggering Section 16(a) initial ownership disclosure.

How many NFG common shares does Colpoys own directly?

He owns 11,095 shares directly.

What indirect NFG holdings are reported in the Form 3?

He holds 14,149 shares via the NFG 401(k) Stock Fund and 49 shares as UTMA custodian for his son.

How many restricted stock units does Colpoys hold and when do they vest?

He holds 3,778 RSUs; 533 vest on 12/01/2025, 722 on 12/06/2025, 722 on 12/06/2026, 600 on 12/05/2025, 600 on 12/05/2026, and 601 on 12/05/2027.

Does Colpoys own more than 10% of NFG shares?

No. His combined direct, indirect, and RSU holdings are well below the 10% threshold.