STOCK TITAN

Darden (NYSE: DRI) Olive Garden president awarded 2,325 performance stock units

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

Rhea-AI Filing Summary

Darden Restaurants executive John W. Wilkerson, President of Olive Garden, reported a compensation-related equity award and updated share holdings. He was granted 2,325 Performance Restricted Stock Units (FY24), which convert into common stock on a one-for-one basis and were earned based on relative total shareholder return performance from July 26, 2023 through May 31, 2026.

The award vests in two equal installments beginning on July 26, 2026, and represents 2,325 underlying shares of common stock following the grant. The filing also shows 17,791.595 common shares held directly and 614.7695 shares held indirectly through a 401(k) plan, including shares acquired via the employee stock purchase plan and dividend reinvestment. These are routine compensation and retirement-plan holdings, not open-market trades.

Positive

  • None.

Negative

  • None.
Insider Wilkerson John W.
Role President, Olive Garden
Type Security Shares Price Value
Grant/Award Performance Restricted Stock Units (FY24) 2,325 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Performance Restricted Stock Units (FY24) — 2,325 shares (Direct, null); Common Stock — 17,791.595 shares (Direct, null); Common Stock — 614.77 shares (Indirect, By 401k)
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 2,257 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 2,325 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.
Performance RSUs granted 2,325 units FY24 performance restricted stock units earned as of June 23, 2026
Underlying common shares 2,325 shares One-for-one conversion of performance RSUs into common stock
Direct common stock holdings 17,791.595 shares Common stock held directly following the reported transactions
401(k) common stock holdings 614.7695 shares Indirect holdings via 401(k), including ESPP and dividend reinvestment
PSU performance period start July 26, 2023 Beginning of relative total shareholder return measurement period
PSU performance period end May 31, 2026 End of performance criteria period for FY24 PSUs
RSU vesting start date July 26, 2026 First of two equal annual vesting installments
RSU expiration date July 26, 2027 Expiration date for the performance restricted stock units
Performance restricted stock units financial
"On July 26, 2023, the Reporting Person was awarded 2,257 target performance restricted stock units"
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"
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 feature financial
"and dividend reinvestment feature of the Plan."
Compensation Committee financial
"On June 23, 2026, the Compensation Committee of the Board of Directors determined the final results"
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.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
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*
Wilkerson John W.

(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)
President, Olive Garden
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 Stock17,791.595(1)D
Common Stock614.7695IBy 401k
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)06/23/2026A2,325(4) (5)07/26/2027Common Stock2,325$0.00002,325D
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 2,257 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 2,325 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:
wilkerson2026poa.txt
A. Noni Holmes-Kidd, Attorney-in-fact for Wilkerson, John W.06/25/2026
** 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 Darden Restaurants (DRI) report for John W. Wilkerson?

Darden reported that John W. Wilkerson received a grant of 2,325 Performance Restricted Stock Units (FY24). These units were earned based on performance criteria and convert into common stock on a one-for-one basis, reflecting a compensation-related equity award rather than an open-market trade.

How many performance stock units did the DRI executive earn and when do they vest?

John W. Wilkerson earned 2,325 performance restricted stock units. The grant vests in two equal annual installments beginning on July 26, 2026, providing staged delivery of common stock tied to his continued service after the performance period.

What performance period was used for John W. Wilkerson’s FY24 PSUs at Darden (DRI)?

The FY24 performance restricted stock units were based on performance from July 26, 2023 through May 31, 2026. Payout depended on Darden’s relative total shareholder return compared to a selected comparison group over this multi-year timeframe.

How many Darden Restaurants (DRI) shares does John W. Wilkerson own after this Form 4?

After the reported transactions, John W. Wilkerson holds 17,791.595 Darden common shares directly and 614.7695 shares indirectly through a 401(k) plan. He also has 2,325 performance restricted stock units representing an equal number of underlying common shares.

Are the reported DRI equity changes open-market buys or sells?

No, the filing reflects a grant of performance restricted stock units and updated holdings, not open-market purchases or sales. The RSUs are a compensation award, and the 401(k) position includes shares from the employee stock purchase plan and dividend reinvestment.

What is the conversion ratio for Darden (DRI) performance restricted stock units?

The performance restricted stock units convert into common stock on a one-for-one basis. This means each earned PSU delivers one share of Darden common stock upon vesting, directly linking the award size to the number of shares ultimately received.