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

Rhea-AI Filing Summary

On 07/23/2025, Darden Restaurants (DRI) Senior Vice President & General Counsel Matthew R. Broad filed a Form 4 detailing his FY26 annual equity award. He acquired 1,963 Restricted Stock Units (1 : 1 conversion to common) and received options on 5,756 shares with a $208.51 exercise price, expiring 07/23/2035. The option vests in two equal tranches beginning 07/23/2028.

No shares were sold or disposed; Mr. Broad’s direct ownership rises to 14,395.585 shares. Given Darden’s ±121 million shares outstanding, the dilution from these awards is de-minimis and the filing appears to be a routine compensation grant rather than a directional signal.

Insights

Financial Analyst

TL;DR: Routine equity grant; no sales; neutral market impact.

The Form 4 shows standard annual compensation—RSUs and options—granted to DRI’s General Counsel. There is no disposal of existing shares, implying neither bullish nor bearish sentiment. The aggregate 7,719-share potential issuance represents <0.01% of common stock, so dilution risk is immaterial. Investors typically read such grants as retention tools, not trading signals. Accordingly, the market impact should be neutral.

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

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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^*

Burrowes Todd

(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)
	Group President

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

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								46,354.968(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
Restricted Stock Units (FY26 Annual Grant)	(2)	07/23/2025		A		1,732		07/23/2028	07/23/2028	Common Stock	1,732	$0.0000	1,732	D
Stock Option (Right to Buy)	$208.51	07/23/2025		A		5,079		(3)	07/23/2035	Common Stock	5,079	$0.0000	5,079	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. Restricted stock units convert into common stock on a one-for-one basis.

3. This option vests in two equal annual installments beginning on July 23, 2028.

	A. Noni Holmes-Kidd, Attorney-in-fact for Burrowes, Todd	07/25/2025
	** 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 DRI insider Matthew R. Broad report in the Form 4?

He was granted 1,963 RSUs and 5,756 stock options at a $208.51 strike price on 07/23/2025.

Did the DRI executive sell any shares?

No. The filing reports only acquisitions via equity awards; no shares were sold or disposed.

How many DRI shares does Matthew Broad now own?

After the grant, his direct beneficial ownership is 14,395.585 common shares.

When do the newly issued DRI stock options vest and expire?

They vest in two equal parts starting 07/23/2028 and expire on 07/23/2035.

Is the share dilution from these awards material to DRI investors?

No. The combined 7,719 shares represent less than 0.01% of DRI’s total shares outstanding, making dilution immaterial.