STOCK TITAN

Darden Restaurants Insider Award: 6,000 PSUs Granted to SVP Milanes

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

Rhea-AI Filing Summary

Form 4 highlights for Darden Restaurants, Inc. (DRI): Senior Vice President & Chief Supply Chain Officer Douglas J. Milanes reported an acquisition of 6,000 Performance Restricted Stock Units (PSUs) on 06/17/2025. The PSUs were earned at the conclusion of a performance cycle that began on 07/27/2022 and measured relative total shareholder return versus a defined peer group. The Compensation Committee determined the final payout at 200% of the 3,000-unit target, resulting in the 6,000-unit award.

The award converts one-for-one into DRI common shares and will vest in two equal annual installments beginning 07/27/2025. No shares were sold or disposed of. Following the transaction, Milanes directly owns 3,952.696 DRI common shares and 6,000 derivative securities (PSUs).

This filing reflects achievement of stretch performance goals rather than open-market buying or selling. It signals continued alignment between the executive’s compensation and Darden’s market performance but does not materially change the company’s share count.

Positive

  • 200% performance payout: Achievement of relative TSR goals resulted in 6,000 PSUs versus 3,000 target, implying strong shareholder return performance.

Negative

  • None.

Insights

TL;DR: Insider earned 6,000 PSUs (200% payout); no sales—neutral to slightly positive signal.

The Form 4 documents a routine equity-compensation event. The 6,000 PSUs derive from a 2022 award with relative TSR metrics; doubling of target indicates Darden outperformed its comparison group over the 34-month period. Because the units are earned—not purchased—the filing shows no incremental cash investment by the insider and creates no selling pressure. Vested conversion is staggered (50% in 2025, 50% in 2026), promoting retention. From a governance lens, the outcome evidences performance-based pay working as designed. For investors, the information is mildly positive as it confirms superior TSR, yet the economic impact is immaterial to DRI’s capitalization.

Insider Milanes Douglas J.
Role SVP, Chief Supply Chain Ofcr
Type Security Shares Price Value
Grant/Award Performance Restricted Stock Units (FY23) 6,000 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Performance Restricted Stock Units (FY23) — 6,000 shares (Direct); Common Stock — 3,952.696 shares (Direct)
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 27, 2022, the Reporting Person was awarded 3,000 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 6,000 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.
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).
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*
Milanes Douglas J.

(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, Chief Supply Chain Ofcr
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 3,952.696(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 6,000(4) (5) 07/27/2026 Common Stock 6,000 $0.0000 6,000 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 3,000 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 6,000 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:
milanespoa.txt
A. Noni Holmes-Kidd, Attorney-in-fact for Milanes, Douglas J. 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.
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 insider activity did Darden Restaurants (DRI) report on 06/17/2025?

SVP Douglas J. Milanes earned 6,000 performance restricted stock units; no shares were sold.

How many DRI common shares does Douglas Milanes now own directly?

After the transaction he holds 3,952.696 shares directly.

What performance period did the earned PSUs cover?

The PSUs measured relative TSR from 07/27/2022 to 05/25/2025.

When will the 6,000 PSUs vest into DRI common stock?

They vest in two equal tranches beginning 07/27/2025 and ending 07/27/2026.

Did the Form 4 indicate any insider sales of DRI stock?

No; the filing shows an acquisition of PSUs only, with zero dispositions.