DRI Form 4: James P. Fogarty Granted 1,162 FY25 and 886 FY26 RSUs

Rhea-AI Filing Summary

James P. Fogarty, a director of Darden Restaurants, reported equity awards and resulting ownership changes on 09/17/2025. The filing shows an award of 1,162 restricted stock units (RSUs) identified as the FY25 director annual grant and an additional 886 RSUs identified as the FY26 director annual grant. RSUs convert one-for-one into common stock and are reported as direct ownership. After the reported FY25 award, Fogarty beneficially owned 26,548 shares

Positive

• Director alignment: Awarded a total of 2,048 RSUs (1,162 + 886) which convert one-for-one into common stock, increasing direct ownership.
• Clear vesting terms: RSUs vest on the earlier of one year from grant or the next annual meeting, providing time-based alignment with shareholders.
• Proper disclosure: Transaction reported on a Form 4 and signed by an attorney-in-fact, indicating compliance with Section 16 reporting requirements.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity grants increased direct ownership by 2,048 RSUs, a standard non-cash compensation event.

The Form 4 documents two director RSU grants totaling 2,048 units granted 09/17/2025, converting one-for-one into common shares. The filing lists the FY25 grant of 1,162 RSUs and an FY26 grant of 886 RSUs, both reported as direct beneficial ownership with a $0 price. These awards increased reported beneficial ownership to 26,548 shares

Corporate Governance Expert

TL;DR: Director received annual RSU grants with standard vesting tied to time or next annual meeting.

The filing shows the director annual grants (FY25 and FY26) are restricted stock units that vest on the earlier of one year from the grant date or the next annual meeting, a common structure to align director interests with shareholders. The awards are reported as direct ownership and signed by an attorney-in-fact, indicating proper procedural execution of the Form 4.

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^*

FOGARTY JAMES P

(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		1,162	A	$0(1)	26,548	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 Director Annual Grant)	(1)	09/17/2025		M			1,162	(2)	(2)	Common Stock	1,162	(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.

Remarks:

fogartypoa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Fogarty, James P.	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 James P. Fogarty report in the Form 4 for Darden (DRI)?

The Form 4 reports RSU awards on 09/17/2025: 1,162 RSUs (FY25) and 886 RSUs (FY26), converting one-for-one into common stock and reported as direct ownership.

How many total RSUs were awarded to the director and do they convert to shares?

A total of 2,048 RSUs were reported (1,162 + 886). The RSUs convert into common stock on a one-for-one basis per the filing.

What is the vesting schedule for the RSUs reported in the DRI 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.

Did the Form 4 show any cash consideration for the awards?

No cash consideration was reported; the filing shows a $0 price for the awards.

How many shares did Fogarty beneficially own after the FY25 reported transaction?

Following the FY25 transaction, the filing reports Fogarty beneficially owned 26,548 shares of common stock.