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Darden Restaurants (NYSE: DRI) grants 4,650 performance stock units to executive

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

Rhea-AI Filing Summary

Darden Restaurants executive Todd Burrowes received a compensation award tied to performance. On June 23, 2026, he was granted 4,650 performance restricted stock units earned under a plan measured on relative total shareholder return through May 31, 2026. The units convert into common stock on a one-for-one basis and vest in two equal annual installments beginning on July 26, 2026. Following the reported transactions, he holds 44,294.1910 shares of common stock directly, including shares acquired through the employee stock purchase plan and its dividend reinvestment feature.

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Insider Burrowes Todd
Role Group Pres, Pres, Chuy's
Type Security Shares Price Value
Grant/Award Performance Restricted Stock Units (FY24) 4,650 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Performance Restricted Stock Units (FY24) — 4,650 shares (Direct, null); Common Stock — 44,294.191 shares (Direct, null)
Footnotes (1)
  1. Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan. On July 26, 2023, the Reporting Person was awarded 4,514 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 26, 2023 through May 31, 2026. Performance restricted stock units convert into common stock on a one-for-one basis. On June 23, 2026, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 4,650 PSUs being earned in accordance with the provisions of the applicable award agreement. This grant vests in two equal annual installments beginning on July 26, 2026.
PSUs earned 4,650 units Performance restricted stock units earned as of June 23, 2026
Target PSUs awarded 4,514 units Target performance restricted stock units awarded on July 26, 2023
Common shares held 44,294.1910 shares Directly held common stock following reported transactions
PSU conversion ratio 1:1 into common stock Each performance restricted stock unit converts into one common share
Performance period end May 31, 2026 End of relative total shareholder return performance measurement
Grant vesting start July 26, 2026 Vesting begins for the earned PSUs in two equal annual installments
PSU expiration date July 26, 2027 Expiration date shown for performance restricted stock unit grant
Performance restricted stock units financial
"On July 26, 2023, the Reporting Person was awarded 4,514 target performance restricted stock units (PSUs)..."
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.
relative total shareholder return financial
"subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group)..."
Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.
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 financial
"and dividend reinvestment feature of the Plan."
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
Compensation Committee financial
"the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria..."
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
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Learn about SEC filing dates
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*
Burrowes Todd

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Group Pres, Pres, Chuy's
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026
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 Stock44,294.191(1)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)(2)(3)06/23/2026A4,650(4) (5)07/26/2027Common Stock4,650$0.00004,650D
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 26, 2023, the Reporting Person was awarded 4,514 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 26, 2023 through May 31, 2026.
3. Performance restricted stock units convert into common stock on a one-for-one basis.
4. On June 23, 2026, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 4,650 PSUs being earned in accordance with the provisions of the applicable award agreement.
5. This grant vests in two equal annual installments beginning on July 26, 2026.
Remarks:
burrowes2026poa.txt
A. Noni Holmes-Kidd, Attorney-in-fact for Burrowes, Todd06/25/2026
** 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)

FAQ

What insider transaction did Todd Burrowes report at Darden Restaurants (DRI)?

Todd Burrowes reported an award of 4,650 performance restricted stock units. These units were earned after performance criteria were certified on June 23, 2026 and will convert into common stock on a one-for-one basis, subject to the vesting schedule.

How many performance restricted stock units did Darden Restaurants (DRI) grant to Todd Burrowes?

Darden Restaurants granted Todd Burrowes 4,650 performance restricted stock units. These units were earned from an original 4,514 target award, based on relative total shareholder return performance from July 26, 2023 through May 31, 2026, as determined by the compensation committee.

What are the vesting terms for Todd Burrowes’ 4,650 PSUs at Darden Restaurants (DRI)?

The 4,650 performance restricted stock units vest in two equal annual installments. Vesting begins on July 26, 2026 under the applicable award agreement, meaning half the units vest then and the remainder vest one year later, assuming continued satisfaction of vesting conditions.

How do Todd Burrowes’ performance restricted stock units at Darden Restaurants (DRI) convert into shares?

The performance restricted stock units convert into Darden Restaurants common stock on a one-for-one basis. Once vested, each unit becomes one share of common stock, aligning executive compensation with shareholder returns over the specified performance period.

How many Darden Restaurants (DRI) common shares does Todd Burrowes hold after this Form 4?

After the reported transactions, Todd Burrowes holds 44,294.1910 Darden Restaurants common shares directly. This figure includes shares acquired through the company’s Employee Stock Purchase Plan and its dividend reinvestment feature, as disclosed in the footnotes.

What performance criteria governed Todd Burrowes’ PSUs at Darden Restaurants (DRI)?

The PSUs were subject to performance criteria based on relative total shareholder return versus a selected comparison group. Performance was measured from July 26, 2023 through May 31, 2026, and on June 23, 2026, 4,650 PSUs were certified as earned under these terms.