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Darden Restaurants (NYSE: DRI) SVP earns 465 performance stock units tied to TSR

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Darden Restaurants Inc. reported that SVP and General Counsel Lindsay L. Koren received a grant of 465 performance restricted stock units tied to company performance. These units were earned after the Compensation Committee measured relative total shareholder return performance through May 31, 2026.

The PSUs convert into common stock on a one-for-one basis and vest in two equal annual installments beginning on July 26, 2026. Following the reported transactions, Koren holds 1,617.828 shares of common stock directly, including shares acquired through the employee stock purchase plan and dividend reinvestment.

Positive

  • None.

Negative

  • None.
Insider Koren Lindsay L.
Role SVP General Counsel
Type Security Shares Price Value
Grant/Award Performance Restricted Stock Units (FY24) 465 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Performance Restricted Stock Units (FY24) — 465 shares (Direct, null); Common Stock — 1,617.828 shares (Direct, null)
Footnotes (1)
  1. Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan. On July 26, 2023, the Reporting Person was awarded 451 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 26, 2023 through May 31, 2026. Performance restricted stock units convert into common stock on a one-for-one basis. On June 23, 2026, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 465 PSUs being earned in accordance with the provisions of the applicable award agreement. This grant vests in two equal annual installments beginning on July 26, 2026.
Common stock holdings 1,617.828 shares Directly held after reported transactions
PSUs earned 465 units Performance restricted stock units earned as of June 23, 2026
Original target PSUs 451 units Target award granted on July 26, 2023
Performance period end May 31, 2026 End date for relative total shareholder return measurement
PSU vesting start July 26, 2026 First of two equal annual vesting dates
PSU expiration date July 26, 2027 Listed expiration date for the PSU grant
PSU conversion ratio 1:1 Each performance restricted stock unit converts into one common share
Performance restricted stock units financial
"Performance restricted stock units convert into common stock on a one-for-one basis."
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
relative total shareholder return financial
"subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group)"
Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.
Employee Stock Purchase Plan financial
"Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
dividend reinvestment feature financial
"and dividend reinvestment feature of the Plan."
Compensation Committee financial
"the Compensation Committee of the Board of Directors determined the final results"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Koren Lindsay L.
(Last)(First)(Middle)
1000 DARDEN CENTER DRIVE
(Street)
ORLANDO FLORIDA 32837
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
DARDEN RESTAURANTS INC [ DRI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock1,617.828(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Units (FY24)(2)(3)06/23/2026A465(4) (5)07/26/2027Common Stock465$0.0000465D
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 26, 2023, the Reporting Person was awarded 451 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 26, 2023 through May 31, 2026.
3. Performance restricted stock units convert into common stock on a one-for-one basis.
4. On June 23, 2026, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 465 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 26, 2026.
A. Noni Holmes-Kidd, Attorney-in-fact for Koren, Lindsay L.06/25/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Darden Restaurants (DRI) disclose about Lindsay L. Koren in this Form 4?

Darden Restaurants disclosed that SVP and General Counsel Lindsay L. Koren received 465 performance restricted stock units. These were earned based on relative total shareholder return performance and will convert into common shares as they vest over future years.

How many performance restricted stock units did Lindsay L. Koren earn at Darden (DRI)?

Lindsay L. Koren earned 465 performance restricted stock units. The award was originally granted as 451 target units in July 2023 and was adjusted to 465 after the Compensation Committee determined final performance results through May 31, 2026.

When do Lindsay L. Koren’s Darden (DRI) PSUs vest and convert to stock?

The 465 performance restricted stock units vest in two equal annual installments beginning on July 26, 2026. Each vested unit converts into one share of Darden common stock according to the award’s one-for-one conversion feature described in the filing.

What performance metric determined Lindsay L. Koren’s PSUs at Darden (DRI)?

The PSUs were based on relative total shareholder return compared to a selected comparison group. Performance was measured from July 26, 2023 through May 31, 2026, and the Compensation Committee used these results to determine that 465 units were ultimately earned.

How many Darden (DRI) common shares does Lindsay L. Koren hold after this Form 4?

After the reported transactions, Lindsay L. Koren holds 1,617.828 shares of Darden common stock directly. This total includes shares acquired through the Employee Stock Purchase Plan and its dividend reinvestment feature, as noted in the filing’s footnotes.

What is the relationship between Lindsay L. Koren’s PSUs and Darden (DRI) common stock?

The performance restricted stock units convert into Darden common stock on a one-for-one basis. Once the units vest in their scheduled installments, each unit becomes one share, increasing Koren’s direct equity exposure to the company over time.