Form 4: DRI Director Reports 886 RSU Grant and 823 RSU Conversion

Rhea-AI Filing Summary

Daryl Kenningham, a director of Darden Restaurants, reported equity awards and conversions on 09/17/2025. The filing shows Restricted Stock Units (RSUs) converting one-for-one into common stock. On that date 823 RSUs associated with the FY25 annual grant are recorded and 886 RSUs from the FY26 director annual grant were acquired, totaling 1,709 RSUs referenced in the filing. The FY25 RSUs and the FY26 director grant vest on the earlier of one year from grant or the next annual meeting of shareholders. Following the reported transactions, the reporting person beneficially owned 1,280 shares of common stock as shown in the form. The form was signed by an attorney-in-fact on 09/19/2025.

Insights

Corporate Governance Expert

TL;DR: Routine director equity awards and RSU conversions were reported; no indication of cash transactions or unusual dispositions.

The filing documents standard director compensation in the form of Restricted Stock Units that convert one-for-one into common shares and vest based on time or the next annual meeting. The total RSUs referenced equal 1,709 units across FY25 and FY26 grants, with 886 RSUs shown as newly acquired. Beneficial ownership after these entries is reported as 1,280 shares. This pattern aligns with customary equity-based compensation for non-employee directors and is a routine disclosure under Section 16.

Securities Analyst

TL;DR: The Form 4 indicates non-cash equity grants for a director; the disclosure appears routine and immaterial to company valuation by itself.

The statement lists a conversion of 823 RSUs tied to the FY25 annual grant and acquisition of 886 RSUs for the FY26 director grant, both at $0.0000 price per share as recorded. These entries reflect award and conversion mechanics rather than open-market trades. Reported beneficial ownership of 1,280 shares provides context on the director's stake size as disclosed. No sale or market disposition is reported in this filing.

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

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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^*

Kenningham Daryl

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		M		823	A	$0(1)	1,280	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
Restricted Stock Units (FY25 Annual Grant)	(1)	09/17/2025		M			823	(2)	(2)	Common Stock	823	(1)	0.0000	D
Restricted Stock Units (FY26 Director Annual Grant)	(1)	09/17/2025		A		886		(2)	(2)	Common Stock	886	$0.0000	886	D

Explanation of Responses:

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

2. The RSUs vest on the first to occur of one year from date of grant and the date of the next annual meeting of shareholders.

	A. Noni Holmes-Kidd, Attorney-in-fact for Kenningham, Daryl A.	09/19/2025
	** 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.
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

What did Darden (DRI) director Daryl Kenningham report on Form 4?

The Form 4 reports acquisition and conversion of Restricted Stock Units: 823 RSUs (FY25) and 886 RSUs (FY26 director grant) with RSUs converting one-for-one into common stock.

How many total RSUs are shown in the Form 4 for Daryl Kenningham?

The filing references a total of 1,709 RSUs (823 from FY25 plus 886 from the FY26 director grant).

What is the vesting schedule for the RSUs reported in the Form 4?

The RSUs vest on the earlier of one year from the date of grant or the date of the next annual meeting of shareholders, per the filing.

How many shares did the reporting person beneficially own after the transactions?

The Form 4 shows the reporting person beneficially owned 1,280 shares of common stock following the reported transactions.

When were the transactions and when was the Form 4 signed?

Transactions are dated 09/17/2025 and the Form 4 was signed by an attorney-in-fact on 09/19/2025.