STOCK TITAN

Darden Restaurants (NYSE: DRI) SVP exercises RSUs, stock withheld to cover taxes

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Darden Restaurants senior vice president Susan M. Connelly reported multiple equity award transactions. On July 26–27, 2026 she exercised performance and restricted stock units into 3,671 shares of common stock, while 1,445 shares were withheld at $196.31 per share to cover tax obligations. Performance and restricted stock units convert into common shares on a one-for-one basis, and 776 FY24 performance units remain outstanding.

Positive

  • None.

Negative

  • None.
Insider Connelly Susan M.
Role SVP, Chief Comm & PA Officer
Type Security Shares Price Value
Exercise Performance Restricted Stock Units (FY23) F1, F5 2,144 $0.00 $0.00
Exercise Common Stock F1, F2 2,144 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F2 844 $196.31 $166K
Exercise Performance Restricted Stock Units (FY24) F1, F4 775 $0.00 $0.00
Exercise Restricted Stock Units (FY24 Annual Grant) F3 752 $0.00 $0.00
Exercise Common Stock F1, F2 775 $0.00 $0.00
Exercise Common Stock F3, F2 752 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F2 296 $196.31 $58K
Exercise Price or Tax Liability Common Stock F2 305 $196.31 $60K
Holdings After Transaction: Performance Restricted Stock Units (FY24) — 776 shares (Direct); Restricted Stock Units (FY24 Annual Grant) — 0 shares (Direct); Performance Restricted Stock Units (FY23) — 0 shares (Direct); Common Stock — 6,391.301 shares (Direct)
Footnotes (5)
  1. F1. Performance restricted stock units convert into common stock on a one-for-one basis.
  2. F2. Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan.
  3. F3. Restricted stock units convert into common stock on a one-for-one basis.
  4. F4. This grant vests in two equal annual installments beginning on July 26, 2026.
  5. F5. This grant vested in two equal annual installments beginning on July 27, 2025.
Derivative shares exercised 3,671 shares Aggregate shares from RSU and PRSU conversions on 2026-07-26 and 2026-07-27
Shares withheld for taxes 1,445 shares Total common shares withheld under code F tax-liability transactions
Tax withholding price $196.3100 per share Per-share value used for common stock withheld to satisfy tax obligations
Remaining FY24 performance RSUs 776 units Performance Restricted Stock Units (FY24) remaining after 775 units converted on 2026-07-26
Derivative exercises reported 3 transactions Total code M derivative exercises or conversions reported in this filing
Performance Restricted Stock Units financial
"Performance restricted stock units convert into common stock on a one-for-one basis."
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
Restricted stock units financial
"Restricted stock units convert into common stock on a one-for-one basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Employee Stock Purchase Plan financial
"Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
dividend reinvestment feature financial
"and dividend reinvestment feature of the Plan."

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What insider stock transactions did Darden Restaurants (DRI) report for Susan M. Connelly?

Susan M. Connelly exercised performance and restricted stock units into 3,671 Darden common shares on July 26–27, 2026. To satisfy tax obligations, 1,445 shares were withheld at $196.31 per share, with the remainder delivered as stock.

How many Darden (DRI) shares were withheld for Susan M. Connelly’s tax obligations?

A total of 1,445 Darden common shares were withheld for Susan M. Connelly’s tax obligations. These withholding transactions used a per-share value of $196.31, as reflected in multiple code F entries on July 26–27, 2026.

How do Susan M. Connelly’s Darden (DRI) performance and restricted stock units convert?

Both performance restricted stock units and restricted stock units convert into Darden common stock on a one-for-one basis. This means each vested unit delivers one common share upon conversion, consistent with the award terms described in the footnotes.

How many Darden (DRI) performance restricted stock units does Susan M. Connelly still hold?

After converting 775 FY24 performance restricted stock units into common shares, Susan M. Connelly has 776 FY24 performance units remaining outstanding. That remaining balance is reported in the derivative holdings following the July 26, 2026 transaction.

Were Susan M. Connelly’s Darden (DRI) transactions under a Rule 10b5-1 trading plan?

The Rule 10b5-1 checkbox in the report is not marked as affirming a trading plan. As presented, the transactions are not identified as being executed pursuant to a pre-arranged Rule 10b5-1 plan.
SEC Form 4
FORM 4UNITED 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 FLORIDA 32837

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
DARDEN RESTAURANTS INC [ DRI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Chief Comm & PA Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/26/2026M775A$0(1)4,940.301(2)D
Common Stock07/26/2026M752A$0(3)5,692.301(2)D
Common Stock07/26/2026F296D$196.315,396.301(2)D
Common Stock07/26/2026F305D$196.315,091.301(2)D
Common Stock07/27/2026M2,144A$0(1)7,235.301(2)D
Common Stock07/27/2026F844D$196.316,391.301(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Units (FY24)(1)07/26/2026M775 (4)07/26/2027Common Stock775$0.0000776D
Restricted Stock Units (FY24 Annual Grant)(3)07/26/2026M75207/26/202607/26/2026Common Stock752$0.00000.0000D
Performance Restricted Stock Units (FY23)(1)07/27/2026M2,144 (5)07/27/2026Common Stock2,144$0.00000.0000D
Explanation of Responses:
1. Performance restricted stock units convert into common stock on a one-for-one basis.
2. Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan.
3. Restricted stock units convert into common stock on a one-for-one basis.
4. This grant vests in two equal annual installments beginning on July 26, 2026.
5. This grant vested in two equal annual installments beginning on July 27, 2025.
A. Noni Holmes-Kidd, Attorney-in-fact for Connelly, Susan M.07/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)