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Darden Restaurants (NYSE: DRI) CEO converts RSUs and withholds shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Darden Restaurants President and CEO Ricardo Cardenas exercised equity awards covering 44,336 common shares on July 26–27, 2026, converting performance and restricted stock units one-for-one into stock. To satisfy exercise price or tax obligations, 17,449 shares were withheld at 196.3100 per share (code F); no code "S" open‑market sales were reported. An FY24 performance award shows 11,625 units remaining, vesting in two equal annual installments beginning July 26, 2026.

Positive

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Insider Cardenas Ricardo
Role President and CEO
Type Security Shares Price Value
Exercise Performance Restricted Stock Units (FY23) F1, F5 21,426 $0.00 $0.00
Exercise Common Stock F1, F2 21,426 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F2 8,432 $196.31 $1.66M
Exercise Performance Restricted Stock Units (FY24) F1, F4 11,624 $0.00 $0.00
Exercise Restricted Stock Units (FY24 Annual Grant) F3 11,286 $0.00 $0.00
Exercise Common Stock F1, F2 11,624 $0.00 $0.00
Exercise Common Stock F3, F2 11,286 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F2 4,442 $196.31 $872K
Exercise Price or Tax Liability Common Stock F2 4,575 $196.31 $898K
Holdings After Transaction: Performance Restricted Stock Units (FY24) — 11,625 shares (Direct); Restricted Stock Units (FY24 Annual Grant) — 0 shares (Direct); Performance Restricted Stock Units (FY23) — 0 shares (Direct); Common Stock — 106,188.988 shares (Direct)
Footnotes (5)
  1. F1. Performance restricted stock units convert into common stock on a one-for-one basis.
  2. F2. Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan.
  3. F3. Restricted stock units convert into common stock on a one-for-one basis.
  4. F4. This grant vests in two equal annual installments beginning on July 26, 2026.
  5. F5. This grant vested in two equal annual installments beginning on July 27, 2025.
Common shares from award exercises 44336 shares Total common shares underlying equity awards exercised or converted on July 26–27, 2026
Shares withheld for tax or exercise 17449 shares Common shares withheld under code F to satisfy exercise price or tax liability
Withholding reference price 196.3100 per share Price used for share withholding transactions dated July 26–27, 2026
FY23 performance RSUs converted 21426 units Performance Restricted Stock Units (FY23) converting into common stock on July 27, 2026
FY24 RSUs (annual grant) converted 11286 units Restricted Stock Units (FY24 Annual Grant) converting into common stock on July 26, 2026
FY24 performance RSUs converted 11624 units Performance Restricted Stock Units (FY24) converting into common stock on July 26, 2026
FY24 performance RSUs remaining 11625 units Performance Restricted Stock Units (FY24) outstanding after July 26, 2026 transaction
Performance Restricted Stock Units financial
"Performance restricted stock units convert into common stock on a one-for-one basis."
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
Restricted Stock Units financial
"Restricted stock units convert into common stock on a one-for-one basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Employee Stock Purchase Plan financial
"Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
dividend reinvestment feature financial
"and dividend reinvestment feature of the Plan."

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What stock transactions did Darden (DRI) CEO Ricardo Cardenas report in this Form 4?
Ricardo Cardenas reported exercising equity awards into 44,336 Darden common shares, converting performance and restricted stock units one-for-one. The transactions occurred on July 26–27, 2026, with no code "S" open‑market sales reported in the filing.

How many Darden (DRI) shares were withheld for taxes or exercise price in this filing?
The filing shows 17,449 Darden common shares withheld under code F to satisfy exercise price or tax obligations. These shares were valued at 196.3100 per share across transactions dated July 26 and 27, 2026, instead of being sold on the open market.

What are the vesting terms of the FY24 performance RSUs for Darden (DRI) CEO Ricardo Cardenas?
An FY24 Performance Restricted Stock Unit grant vests in two equal annual installments beginning on July 26, 2026. After converting 11,624 units into common stock, the report shows 11,625 performance units remaining outstanding under this award.

Were Ricardo Cardenas's Darden (DRI) transactions made under a Rule 10b5-1 plan?
The Rule 10b5-1 checkbox in the report is not checked, indicating these transactions were not reported as executed under an affirmative Rule 10b5-1 trading plan. The filing does not reference any separate pre-arranged trading arrangement in the footnotes.

Do the reported Darden (DRI) holdings include Employee Stock Purchase Plan shares?
A footnote states that reported common stock holdings include shares acquired through the Darden Restaurants, Inc. Employee Stock Purchase Plan and its dividend reinvestment feature. This means some shares come from ongoing employee purchases and reinvested dividends, not only from equity awards.
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Cardenas Ricardo
(Last)(First)(Middle)
1000 DARDEN CENTER DRIVE
(Street)
ORLANDO FLORIDA 32837
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
DARDEN RESTAURANTS INC [ DRI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/26/2026M11,624A$0(1)90,925.988(2)D
Common Stock07/26/2026M11,286A$0(3)102,211.988(2)D
Common Stock07/26/2026F4,442D$196.3197,769.988(2)D
Common Stock07/26/2026F4,575D$196.3193,194.988(2)D
Common Stock07/27/2026M21,426A$0(1)114,620.988(2)D
Common Stock07/27/2026F8,432D$196.31106,188.988(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Units (FY24)(1)07/26/2026M11,624 (4)07/26/2027Common Stock11,624$0.000011,625D
Restricted Stock Units (FY24 Annual Grant)(3)07/26/2026M11,28607/26/202607/26/2026Common Stock11,286$0.00000.0000D
Performance Restricted Stock Units (FY23)(1)07/27/2026M21,426 (5)07/27/2026Common Stock21,426$0.00000.0000D
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 26, 2026.
5. This grant vested in two equal annual installments beginning on July 27, 2025.
A. Noni Holmes-Kidd, Attorney-in-fact for Cardenas, Ricardo07/29/2026
** Signature of Reporting PersonDate
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.
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR