Routine Equity Award Settlement Boosts Insider Stake at Darden Restaurants

Rhea-AI Filing Summary

Darden Restaurants (DRI) Form 4: SVP & General Counsel Matthew R. Broad reported routine equity-compensation activity on 27-28 Jul 2025.

• Acquisitions: 9,336 common shares received upon the vesting/exercise of FY22-23 performance and time-based RSUs at a $0 conversion price (codes “M”).
• Dispositions: 3,675 shares automatically sold/withheld at $204.48 (code “F”) to cover tax obligations.
• Net change: Direct ownership increased from roughly 14,395.6 to 20,056.6 shares, a gain of about 5,661 shares (+39%).
• Derivatives: The underlying RSU awards converted to common stock; remaining balances on the exercised grants are now zero.

All transactions were compensation-related and executed at no cost to the insider, indicating no open-market buying or selling. The filing does not contain financial performance data or company guidance.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; insider’s direct stake rises ~5.6k shares, no cash purchases, neutral impact.

The Form 4 shows standard equity-award settlements. Broad received 9,336 shares from FY22-23 RSU/PRSU programs and surrendered 3,675 shares to cover taxes, leaving him with 20,056.6 directly held shares. Because the activity stems from previously granted compensation rather than discretionary market purchases or significant sales, it does not materially alter the supply-demand picture for DRI shares nor signal a pronounced confidence or concern. I therefore classify the filing as informational but not impactful for valuation or sentiment purposes.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Broad Matthew R

(Last) (First) (Middle)

1000 DARDEN CENTER DRIVE

(Street)

ORLANDO FL 32837

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/27/2025		M		4,714	A	$0(1)	19,109.585(2)	D
Common Stock	07/27/2025		M		2,357	A	$0(3)	21,466.585(2)	D
Common Stock	07/27/2025		F		928	D	$204.48	20,538.585(2)	D
Common Stock	07/27/2025		F		1,855	D	$204.48	18,683.585(2)	D
Common Stock	07/28/2025		M		2,265	A	$0(1)	20,948.585(2)	D
Common Stock	07/28/2025		F		892	D	$204.48	20,056.585(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units (FY23)	(1)	07/27/2025		M			4,714	(4)	07/27/2026	Common Stock	4,714	$0.0000	4,714	D
Restricted Stock Units (FY23 Annual Grant)	(3)	07/27/2025		M			2,357	07/27/2025	07/27/2025	Common Stock	2,357	$0.0000	0.0000	D
Performance Restricted Stock Units (FY22)	(1)	07/28/2025		M			2,265	(5)	07/28/2025	Common Stock	2,265	$0.0000	0.0000	D

Explanation of Responses:

1. Performance restricted stock units convert into common stock on a one-for-one basis.

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

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

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

5. This grant vested in two equal annual installments beginning on July 28, 2024.

	A. Noni Holmes-Kidd, Attorney-in-fact for Broad, Matthew R.	07/29/2025
	** 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 4 (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.
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FAQ

How many Darden (DRI) shares did SVP Matthew Broad acquire in July 2025?

He acquired 9,336 shares through the vesting/exercise of RSU and PRSU awards.

Did the insider sell any Darden stock?

Yes. 3,675 shares were automatically withheld/sold at $204.48 to satisfy tax obligations.

What is Matthew Broad’s current direct ownership in Darden after the transactions?

His direct holding stands at 20,056.585 shares.

Were the transactions open-market trades?

No. All acquisitions were equity-award conversions at a $0 exercise price; dispositions were tax withholdings.

Do these transactions indicate bullish or bearish sentiment from management?

They are routine compensation events; they do not convey a specific sentiment signal.