Form 4: Darden Restaurants SVP Acquires 9,428 Performance RSUs
Rhea-AI Filing Summary
Form 4 overview: On 06/17/2025, Darden Restaurants, Inc. (ticker: DRI) reported that its Senior Vice President & General Counsel, Matthew R. Broad, earned 9,428 performance-restricted stock units (PSUs). The award stems from a grant originally made on 07/27/2022 for 4,714 target PSUs tied to relative total shareholder return; the Compensation Committee certified final results at 200 % of target, doubling the payout. Each PSU converts one-for-one into common stock, carries a $0.00 exercise price, and will vest in two equal annual instalments beginning 07/27/2025, fully vesting by 07/27/2026.
The filing lists 14,367.233 shares of common stock currently held directly by the insider, reflecting prior holdings plus shares accumulated through the employee stock-purchase plan and dividend reinvestment. No open-market purchases or sales were executed, and no Rule 10b5-1 trading plan was indicated. From an ownership perspective, the transaction marginally increases insider alignment but represents an immaterial 0.01 % of DRI’s ~121 million outstanding shares, implying negligible dilution. As the grant arises from previously disclosed equity-compensation agreements, the event is considered routine and carries limited market impact.
Positive
- Outperformance confirmation: Award at 200 % of target implies Darden’s TSR beat its comparison group over the three-year period.
- Increased insider alignment: SVP’s direct and deferred holdings rise to roughly 23.8 k shares, marginally tightening management-shareholder interests.
Negative
- None.
Insights
TL;DR: Routine PSU vesting; boosts insider stake, negligible dilution, neutral market impact.
The Form 4 shows the SVP & General Counsel earning 9,428 PSUs after exceeding TSR goals. Because the units stem from a pre-existing 2022 grant, there is no cash outlay or open-market trade, and Darden’s share count rises by less than 0.01 %. The certification signals that DRI outperformed its peer set over the 2022-2025 measurement period, but that information was effectively telegraphed via relative TSR metrics investors already track. Insider ownership moves to about 23,795 shares (common plus unvested PSUs), a modest alignment positive yet not large enough to shift governance or sentiment. Overall, the disclosure is neutral for valuation or near-term trading.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Performance Restricted Stock Units (FY23) | 9,428 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan. On July 27, 2022, the Reporting Person was awarded 4,714 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. Performance restricted stock units convert into common stock on a one-for-one basis. On June 17, 2025, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 9,428 PSUs being earned in accordance with the provisions of the applicable award agreement. This grant vests in two equal annual installments beginning on July 27, 2025.
