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

Rhea-AI Filing Summary

Form 4 overview: On 06/17/2025 Darden Restaurants, Inc. (DRI) President, SRG, Melvin John Martin reported earning 11,998 performance restricted stock units (PSUs) that were originally granted on 07/27/2022 with a 5,999-unit target. The 200% payout confirms above-target relative total shareholder return over the 07/27/2022–05/25/2025 performance period. Each PSU converts one-for-one into common stock and will vest in two equal annual installments beginning 07/27/2025, expiring 07/27/2026.

Post-transaction holdings stand at 12,695.095 directly held DRI shares plus 11,998 derivative PSUs. No open-market purchase or sale occurred and the award carries a $0.00 exercise price, so immediate cash impact is nil.

The filing signals continued equity alignment between management and shareholders, but because it is an equity award rather than a sale or purchase it has limited near-term market impact.

Insights

Financial Analyst

TL;DR: Insider earns 11,998 PSUs for outperforming TSR; no shares sold—neutral immediate impact.

The award doubles the original target, implying strong relative TSR performance versus peers. Beneficial ownership rises, reinforcing incentive alignment, yet there is no net share issuance, cash flow effect, or trading signal. Investors should view this as routine compensation confirmation rather than a directional indicator for 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

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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).

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^*

Martin Melvin John

(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)
	President, SRG

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								12,695.095(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		11,998(4)		(5)	07/27/2026	Common Stock	11,998	$0.0000	11,998	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 5,999 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 11,998 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:

martinpoa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Martin, Melvin John	06/20/2025
	** 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

What did Darden Restaurants (DRI) report in the latest Form 4?

President Melvin John Martin earned 11,998 performance restricted stock units with no shares sold or purchased.

How many shares does the insider now own after the transaction?

He directly owns 12,695.095 common shares plus 11,998 derivative PSUs.

What performance metric triggered the PSU payout?

The metric was relative total shareholder return versus a comparison group from 07/27/2022 to 05/25/2025.

When will the newly earned PSUs vest?

They vest in two equal annual installments starting 07/27/2025 and expire on 07/27/2026.

Was there any cash exchanged or shares sold in this filing?

No. The PSUs were awarded at $0.00 exercise price and no disposal of shares occurred.