Darden (DRI) Director Granted 2,048 RSUs as Annual Compensation

Rhea-AI Filing Summary

Darden Restaurants director William S. Simon received annual restricted stock unit (RSU) grants as compensation, increasing his direct holding. The Form 4 reports acquisition of 1,162 RSUs for the fiscal year 2025 director annual grant and 886 RSUs for the fiscal year 2026 director annual grant, each converting one-for-one into common stock at $0.0000 per share. After the reported transactions, Mr. Simon beneficially owns 8,614 shares of Darden common stock directly. The RSUs vest on the earlier of one year from grant or the next annual shareholders meeting.

Positive

• Director alignment: RSU grants increase William S. Simon's direct ownership to 8,614 shares, aligning interests with shareholders.
• Standard compensation: Awards are time-based RSUs with customary vesting, indicating routine governance practice rather than extraordinary transactions.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity awards modestly increase insider ownership without cash cost, showing alignment with shareholders.

The reported transactions are standard annual director grants: 1,162 RSUs (FY25 grant) and 886 RSUs (FY26 grant) issued at a zero cash exercise price and converting one-for-one to common shares. These awards raise Mr. Simon's direct beneficial ownership to 8,614 shares. From a financial perspective, this is a non-dilutive compensation mechanism for the director (shares vest upon time-based conditions) and represents typical governance practice to align directors with shareholder interests. The transactions do not indicate sale or purchase in the open market and are unlikely to materially affect company capital structure.

Corporate Governance Expert

TL;DR: Standard director compensation via RSUs with customary vesting; governance-aligned but not materially transformative.

The grant structure—time-based RSUs vesting on the earlier of one year or the next annual meeting—is a common approach to retain and align board members. The zero price per share confirms these are compensatory awards rather than market transactions. Increasing a director's direct holding to 8,614 shares modestly strengthens personal economic alignment with shareholders, though the absolute amount appears routine for board compensation and does not reflect a significant ownership stake that would change governance dynamics.

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
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).

1. Name and Address of Reporting Person^*

Simon William S

(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)	8,614	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:

simonpoa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Simon, William S.	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 insider activity does the Form 4 for DRI show?

The Form 4 reports director William S. Simon received 1,162 RSUs (FY25) and 886 RSUs (FY26), issued as director annual grants.

How many Darden (DRI) shares does William S. Simon own after the reported transactions?

Following the reported transactions, Mr. Simon beneficially owns 8,614 shares of Darden common stock directly.

At what price were the RSUs granted to the director?

The restricted stock units were granted with an effective conversion price of $0.0000, converting one-for-one into common stock.

When do the RSUs vest according to the Form 4?

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

Were these reported transactions purchases or open-market trades?

No open-market trades were reported; the Form 4 discloses compensatory RSU grants to the director, not purchases or sales.