DRI insider sale of 5,661 shares; 515-share charitable gift reported

Rhea-AI Filing Summary

Darden Restaurants (DRI) insider Matthew R. Broad, SVP General Counsel, reported transactions on 10/06/2025 that reduced his direct holdings. He sold 5,661 shares at a weighted average price of $193.4048, leaving 13,915.754 shares directly owned. Separately, he made a bona fide gift of 515 shares to a donor advised fund, and his total post-transaction holdings include shares acquired under the Employee Stock Purchase Plan and dividend reinvestment.

The sale was executed in multiple trades at prices between $193.32 and $193.44. The reporting person certified the form via attorney-in-fact on 10/08/2025.

Positive

• Charitable gift of 515 shares to a donor advised fund demonstrates philanthropic action
• Remaining holdings include ESPP and dividend reinvestment, showing continued insider participation in equity ownership

Negative

• Officer sold 5,661 shares at a weighted average price of $193.4048, reducing direct holdings
• Filing does not specify a 10b5-1 plan, leaving timing of sale potentially ad hoc

Insights

Corporate Governance Analyst

Officer sale plus charitable gift modestly reduces insider stake.

The filing shows an executive-level sale of 5,661 shares at a weighted average of $193.4048 and a 515-share gift to a donor advised fund on 10/06/2025. This combination lowers direct beneficial ownership to 13,915.754 shares, with other shares held via the employee plan and dividend reinvestment.

The primary dependency is whether this sale follows a pre-existing plan or was ad hoc; the form does not indicate a 10b5-1 plan. Monitor subsequent Form 4 filings within the next weeks for additional sales or plan disclosures.

Compensation & Equity Specialist

Transactions reflect routine liquidity and charitable donation, not option exercises.

The report lists a non-derivative sale (code S) and a gift (code G); no derivative exercises are disclosed. The filing notes shares include purchases under the Employee Stock Purchase Plan and dividend reinvestment, indicating ongoing equity accumulation offset by the sale and gift.

Watch for updates to total beneficial ownership reported in future filings and any disclosure of a written sale plan; any material change would appear in subsequent Form 4s within the quarter.

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).

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^*

Broad Matthew R

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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	10/06/2025		G		515(1)	D	$0.0000	19,576.754(2)	D
Common Stock	10/06/2025		S		5,661	D	$193.4048(3)	13,915.754(2)	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

Explanation of Responses:

1. This transaction represents a bona fide gift of 515 shares of Darden Restaurants, Inc. common stock to a donor advised fund. No consideration was received in connection with this transfer.

2. Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan.

3. This transaction was executed in multiple trades at prices ranging from $193.32 to $193.44. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

	A. Noni Holmes-Kidd, Attorney-in-fact for Broad, Matthew R.	10/08/2025
	** 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 Matthew R. Broad (DRI) report on the Form 4 filed?

He reported a sale of 5,661 shares at a weighted average price of $193.4048 and a gift of 515 shares to a donor advised fund, with post-transaction direct holdings of 13,915.754 shares.

When were the transactions executed for the DRI Form 4?

The transactions were executed on 10/06/2025, and the form was signed via attorney-in-fact on 10/08/2025.

What price range did the reported sale of Darden shares occur at?

The sale was executed in multiple trades at prices ranging from $193.32 to $193.44; the weighted average is $193.4048.

Did the Form 4 show any derivative transactions or option exercises for DRI?

No derivative securities or option exercises are reported; only non-derivative common stock transactions (a sale and a gift) are listed.

Does the filing state whether the sale was under a 10b5-1 plan?

No. The form does not indicate that the sale was made pursuant to a 10b5-1 trading plan.