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

Rhea-AI Filing Summary

Darden Restaurants (NYSE:DRI) filed a Form 4 reporting that SVP & Chief Communications & Public Affairs Officer Susan M. Connelly exercised 4,735 stock options at $107.05 and immediately sold the same number of common shares at a weighted-average $223.78 on 06/24/2025, generating proceeds of roughly $1.06 million.

The sale reduced her direct ownership from 9,337 to 4,602 shares, a ~51% decline. No 10b5-1 trading plan was disclosed. The transaction exceeds the $1 million materiality threshold and may influence investor sentiment regarding insider confidence.

Positive

• None.

Negative

• SVP Susan M. Connelly sold 4,735 shares (≈$1.06 M), cutting her direct stake by about 51%

Insights

Insider Trading Analyst

TL;DR: $1.06 M sale halves insider stake—bearish signal.

The officer converted deeply in-the-money options ($107.05 strike) and liquidated the entire lot at $223.78, realising a 109% spread. Because she disposed of 50%+ of her holdings and the cash value tops $1 million, markets may view this as profit-taking rather than routine diversification. The absence of a disclosed 10b5-1 plan leaves timing discretion unanswered, adding to perceived negative sentiment. Insider sales of this magnitude often precede near-term price consolidation unless countered by strong fundamentals.

Corporate Governance Specialist

TL;DR: Routine option exercise, but large stake cut merits caution.

While option exercises followed by same-day sales are common, the resulting ownership drop to 4,602 shares is substantial for a senior officer. Investors should note that executive equity alignment shrank materially, potentially weakening incentive linkage. However, the transaction does not indicate broader governance concerns—no pledging, no related-party dealings, and timely Section 16 filing. Absent other red flags, the governance impact is neutral, though perception risk remains.

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^*

Connelly Susan 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Comm & PA Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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	06/24/2025		M		4,735	A	$107.05	9,336.998(1)	D
Common Stock	06/24/2025		S		4,735	D	$223.7773(2)	4,601.998(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
Stock Option (Right to Buy)	$107.05	06/24/2025		M			4,735	(3)	07/25/2028	Common Stock	4,735	$0.0000	0.0000	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. This transaction was executed in multiple trades at prices ranging from $223.674 to $224.00. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This option vests in two equal annual installments beginning on July 25, 2021.

	A. Noni Holmes-Kidd, Attorney-in-fact for Connelly, Susan M.	06/26/2025
	** 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

How many shares did [[**DRI**]] insider Susan M. Connelly sell on June 24, 2025?

She sold 4,735 common shares.

What was the approximate dollar value of the shares sold by [[**DRI**]]'s SVP Susan M. Connelly?

The sale was worth roughly $1.06 million at a weighted-average $223.7773 per share.

At what price did [[**DRI**]]'s insider exercise her stock options?

The options were exercised at $107.05 per share.

How many [[**DRI**]] shares does Susan M. Connelly own after the transaction?

Her direct beneficial ownership is 4,601.998 shares.

Did the Form 4 disclose a Rule 10b5-1 trading plan for the sale by [[**DRI**]]'s insider?

The filing does not indicate that the sale was made under a Rule 10b5-1 plan.