Darden Restaurants Form 4: CFO Vennam Ups Stake by 71%

Rhea-AI Filing Summary

Darden Restaurants (DRI) Form 4 – 29 Jul 2025: CFO Rajesh Vennam reported multiple transactions tied to FY22-FY23 equity awards. On 27-28 Jul 2025 he exercised 13,643 restricted/performance stock units at $0 (7,284 + 3,642 + 2,717 shares, code “M”). To satisfy tax-withholding obligations he disposed of 5,165 shares at $204.48 (code “F”).

The net result is an increase of 8,478 shares; his beneficial ownership rose from 11,867.51 to 13,061.51 common shares after the final transaction. All holdings remain directly owned. No open-market sales occurred; share deductions were administrative for taxes. The derivative table shows the FY23 performance RSUs will continue vesting through 27 Jul 2026.

These routine award conversions signal continued equity alignment by the finance chief but do not, by themselves, indicate a directional view on DRI’s valuation.

Positive

• Net addition of 8,478 shares by the CFO, raising his direct stake to about 13,062 shares.
• No discretionary open-market selling; disposals were strictly tax withholding.

Negative

• 5,165 shares withheld/sold at $204.48, marginally increasing public float.
• Event is routine and not a clear bullish signal; limited informational value for directional investors.

Insights

Equity Compensation Analyst

TL;DR: CFO converted RSUs, netting +8.5k shares; no open-market sale, neutral signal.

The filing documents routine vesting of FY22-23 RSUs. Exercises at $0 and withholding sales at $204.48 are standard, cashless transactions. The net ownership increase (≈ +71%) brings Vennam’s stake to roughly 13 k shares, maintaining insider alignment. Because sales were automatic for taxes and no discretionary disposition occurred, I view the event as neutral for market sentiment—neither a bullish purchase nor a bearish sale. Impact on float dilution is immaterial.

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^*

Vennam Rajesh

(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, CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2025

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	07/27/2025		M		7,284	A	$0(1)	11,867.51(2)	D
Common Stock	07/27/2025		M		3,642	A	$0(3)	15,509.51(2)	D
Common Stock	07/27/2025		F		1,434	D	$204.48	14,075.51(2)	D
Common Stock	07/27/2025		F		2,661	D	$204.48	11,414.51(2)	D
Common Stock	07/28/2025		M		2,717	A	$0(1)	14,131.51(2)	D
Common Stock	07/28/2025		F		1,070	D	$204.48	13,061.51(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
Performance Restricted Stock Units (FY23)	(1)	07/27/2025		M			7,284	(4)	07/27/2026	Common Stock	7,284	$0.0000	7,286	D
Restricted Stock Units (FY23 Annual Grant)	(3)	07/27/2025		M			3,642	07/27/2025	07/27/2025	Common Stock	3,642	$0.0000	0.0000	D
Performance Restricted Stock Units (FY22)	(1)	07/28/2025		M			2,717	(5)	07/28/2025	Common Stock	2,717	$0.0000	0.0000	D

Explanation of Responses:

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

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

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

4. This grant vests in two equal annual installments beginning on July 27, 2025.

5. This grant vested in two equal annual installments beginning on July 28, 2024.

	A. Noni Holmes-Kidd, Attorney-in-fact for Vennam, Rajesh	07/29/2025
	** 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.
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FAQ

How many DRI shares did CFO Rajesh Vennam acquire in July 2025?

He acquired 13,643 shares by exercising FY22-FY23 RSUs at $0.

How many DRI shares were disposed of for taxes?

A total of 5,165 shares were withheld/sold at $204.48 to cover taxes.

What is the CFO’s new beneficial ownership in Darden Restaurants?

After the transactions, Vennam directly owns 13,061.51 common shares.

Were any open-market sales executed by the CFO?

No. All disposals were coded “F,” indicating automatic tax-withholding, not discretionary sales.

When do the remaining FY23 performance RSUs vest?

They vest in two equal installments, ending on 27 Jul 2026.