[Form 4] Darden Restaurants, Inc. Insider Trading Activity

Rhea-AI Filing Summary

The Form 4 filing discloses that Susan M. Connelly, Senior Vice President & Chief Communications and Public Affairs Officer of Darden Restaurants, Inc. (DRI), recorded an equity award-related transaction on 17 June 2025.

Key details:

• Derivative award earned: 4,286 Performance Restricted Stock Units (PSUs) converted on a one-for-one basis into common stock after the Compensation Committee finalized FY23 relative-TSR results.
• Target vs. payout: The original grant on 27 July 2022 contemplated 2,143 target PSUs; strong performance doubled the payout to 4,286 units.
• Vesting schedule: The earned shares vest in two equal installments beginning 27 July 2025 and fully vesting by 27 July 2026.
• Price paid: $0.0000 per share (equity award; no open-market purchase or sale).
• Post-transaction ownership: 4,601.998 common shares held directly, plus 4,286 derivative shares (PSUs) now beneficially owned.

No shares were sold; the filing solely reflects the earning and crediting of performance-based equity. The award size is modest relative to Darden’s ~125 million shares outstanding, implying <0.01 % dilution, and therefore the transaction is considered routine from a capital-structure standpoint. However, the above-target payout signals that Darden’s total shareholder return outperformed its peer group for the FY23 performance period.

Positive

• Above-target performance payout: 4,286 PSUs earned versus 2,143 target units indicates Darden outperformed its peer TSR benchmark.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider award; above-target PSU payout reflects strong TSR, minimal dilution, limited market impact.

The filing confirms that Ms. Connelly earned 4,286 PSUs—double the target level—after the Board validated superior relative TSR for the FY23 cycle. While this indicates positive corporate performance, the absolute share amount is immaterial to Darden’s float and involves no cash outlay or insider sale. Consequently, liquidity, leverage and per-share metrics remain unaffected. Investors may view the above-target payout as a qualitative signal of management execution, but the transaction itself is largely administrative and should not move the stock.

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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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^*

Connelly Susan M.

(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, Chief Comm & PA Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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								4,601.998(1)	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
Performance Restricted Stock Units (FY23)(2)	(3)	06/17/2025		A		4,286(4)		(5)	07/27/2026	Common Stock	4,286	$0.0000	4,286	D

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 27, 2022, the Reporting Person was awarded 2,143 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 27, 2022 through May 25, 2025.

3. Performance restricted stock units convert into common stock on a one-for-one basis.

4. On June 17, 2025, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 4,286 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 27, 2025.

Remarks:

connellypoa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Connelly, Susan M.	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did DRI insider Susan Connelly report on the latest Form 4?

She earned 4,286 performance-based restricted stock units on 17 Jun 2025; no shares were sold.

Does the Form 4 involve any open-market buying or selling of DRI stock?

No. The transaction reflects a zero-cost equity award; there were no purchases or disposals for cash.

How many Darden shares does Connelly now own after the transaction?

She holds 4,601.998 common shares directly plus 4,286 PSUs beneficially.

What performance metric triggered the PSU payout for DRI management?

The award was based on relative total shareholder return versus a comparison group covering 27 Jul 2022–25 May 2025.

When will the newly earned PSUs vest?

They vest in two equal tranches on 27 Jul 2025 and 27 Jul 2026.