Darden (DRI) Form 4: Director sells shares and receives FY26 RSU grant

Rhea-AI Filing Summary

Cynthia T. Jamison, a director and Chairman of the Board of Darden Restaurants, reported transactions on 09/17/2025. She disposed of 6,961 shares of common stock and received a director annual grant of 1,365 restricted stock units (RSUs) that convert one-for-one into common shares. The RSUs vest on the earlier of one year from grant or the next annual shareholders' meeting, and the director may elect a one-time deferral of settlement until termination from the board. The Form 4 was signed by an attorney-in-fact on 09/19/2025.

Positive

• Director compensation granted via 1,365 RSUs aligns executive incentives with shareholder value
• Standard vesting and deferral provisions preserve retention incentives and allow deferral until board departure

Negative

• Reported disposition of 6,961 common shares reduces the reporting person's direct shareholdings

Insights

Corporate Governance Expert

TL;DR: Routine director compensation and a separate disposition of shares; no clear material change to ownership or control.

The filing shows two routine items: a sale/disposition of 6,961 common shares and the grant of 1,365 RSUs as the FY26 director annual grant. The RSUs are nominal in size relative to a large-cap issuer and follow standard vesting and deferral features for non-employee directors. The transactions do not indicate a change in board composition or a transfer that materially affects governance. Documentation was executed by an attorney-in-fact, which is common for administrative filings.

Securities Analyst

TL;DR: Incremental insider activity: a disposal and a compensatory equity grant; likely immaterial for investors.

The disposition of 6,961 shares reduces the reporting person's direct holdings but is offset in part by the 1,365 RSU grant that vests over time. The RSU grant has a $0.00 per-unit price, indicating it is compensatory rather than a market purchase. Neither transaction, taken alone, provides evidence of material change in expected company performance or insider conviction.

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

OMB Number:			3235-0287
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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^*

JAMISON CYNTHIA T

(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)	X	Other (specify below)
			Chairman of the Board

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								6,961	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 (FY26 Director Annual Grant)	(1)	09/17/2025		A		1,365		(2)	(2)	Common Stock	1,365	$0.0000	1,365	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. The director has a one time option to defer settlement until their termination from the board.

Remarks:

jamisonpoa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Jamison, Cynthia T.	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 Cynthia T. Jamison report on the DRI Form 4?

She reported a disposition of 6,961 common shares and a grant of 1,365 restricted stock units (RSUs) on 09/17/2025.

How do the RSUs granted to the Darden director vest?

The RSUs convert one-for-one into common stock and vest on the earlier of one year from grant or the next annual meeting of shareholders.

Can the director delay receiving the shares from the RSUs?

Yes. The director has a one-time option to defer settlement until termination from the board.

What was the price of the RSU grant reported on Form 4?

The RSUs were reported with a per-unit price of $0.0000, indicating a compensatory grant rather than a purchase.

Who signed the Form 4 for Cynthia Jamison?

The filing was signed by Noni Holmes-Kidd, Attorney-in-fact for Cynthia T. Jamison on 09/19/2025.