Darden (DRI) Director Reports 21,943-Share Sale and 886 RSU Grant

Rhea-AI Filing Summary

Charles M. Sonsteby, a director of Darden Restaurants (DRI), reported changes in his holdings on a Form 4 filed for transactions dated September 17, 2025. The filing shows a disposal of 21,943 shares of Common Stock and the grant/acquisition of 886 Restricted Stock Units (RSUs) tied to the FY26 director annual grant. The RSUs convert one-for-one into common shares, vest the earlier of one year from grant or the next annual shareholder meeting, and include a one-time option to defer settlement until the director leaves the board. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Receipt of 886 RSUs as FY26 director annual grant with standard one-for-one conversion to common stock
• RSU vesting terms include a deferral option until termination from the board, providing flexibility

Negative

• Disposal of 21,943 common shares by a company director reported on 09/17/2025

Insights

Corporate Governance Expert

TL;DR: A director sold 21,943 shares and received 886 RSUs with standard vesting and deferral rights.

The disposal of 21,943 common shares is a straightforward non-derivative sale recorded on the Form 4, while the RSU grant of 886 units is a routine director compensation element. The RSUs vest on customary triggers: one year or the next annual meeting, and include a deferral option until board departure, which is typical for independent director equity awards. No unusual acceleration, performance conditions, or derivative exercises are disclosed.

Securities Analyst

TL;DR: Insider reported both a sale and a standard director equity grant; impact appears neutral.

The filing combines a disposal of common stock with the acquisition of restricted stock units granted as FY26 director compensation. The RSUs convert one-for-one to common shares with a $0.00 per-share price reported, indicating standard grant accounting rather than purchase. The size of the RSU grant (886 shares) is modest relative to typical institutional positions and there are no derivative instruments retained. From a disclosure standpoint the Form 4 provides clear transaction dates and vesting mechanics.

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
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).

1. Name and Address of Reporting Person^*

SONSTEBY CHARLES 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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								21,943	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 Director Annual Grant)	(1)	09/17/2025		A		886		(2)	(2)	Common Stock	886	$0.0000	886	D

Explanation of Responses:

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

2. The RSUs vest on the first to occur of one year from date of grant and the date of the next annual meeting of shareholders. The director has a one time option to defer settlement until their termination from the board.

Remarks:

sonstebypoa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Sonsteby, Charles M.	09/19/2025
	** 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 transactions did the DRI Form 4 filed by Charles M. Sonsteby report?

The filing reports a disposal of 21,943 shares of Common Stock and the acquisition of 886 Restricted Stock Units (RSUs) on 09/17/2025.

How do the RSUs granted to the director convert into Darden (DRI) shares?

The RSUs convert one-for-one into common stock according to the Form 4 explanation.

When do the RSUs vest for the FY26 director annual grant?

The RSUs vest on the earlier of one year from the grant date or the date of the next annual meeting of shareholders.

Is there an option to defer the RSU settlement?

Yes. The director has a one-time option to defer settlement until termination from the board, per the filing.

Who signed the Form 4 filing for Charles M. Sonsteby?

The Form 4 was signed by Noni Holmes-Kidd, Attorney-in-fact for Charles M. Sonsteby on 09/19/2025.