Darden (DRI) Director Elects RSUs; 155 Shares Issued on 08/24/2025

Rhea-AI Filing Summary

Darden Restaurants insider report: Director Daryl Kenningham received 155 restricted stock units as part of FY26 director compensation and elected to take his quarterly cash retainer in the form of RSUs. The RSUs were granted and settled on 08/24/2025 and convert into common stock one-for-one, resulting in 155 shares beneficially owned directly after the transaction. The Form 4 was signed by attorney-in-fact Noni Holmes-Kidd on 08/26/2025. The report shows this was a routine director compensation election and immediate settlement of equity in lieu of cash.

Positive

• Director aligned with shareholders by electing to receive the cash retainer as restricted stock units
• Immediate settlement of 155 RSUs into common stock increased direct ownership by 155 shares

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation election converted cash retainer into 155 immediately settled RSUs, increasing direct shareholding modestly.

This filing documents a non-executive director electing to receive his quarterly cash retainer as restricted stock units under FY26 director compensation. The RSUs settled immediately on 08/24/2025 and convert one-for-one into common stock, resulting in 155 additional shares held directly. From a governance perspective, electing equity over cash aligns director pay with shareholder outcomes and is a common, non-material disclosure for investors. There are no indications of derivative transactions, unusual vesting terms, or changes to control.

Securities Analyst

TL;DR: Non-derivative acquisition of 155 shares via RSU settlement; transaction is routine and immaterial to company capitalization.

The Form 4 reports code M and code A entries indicating the grant and immediate settlement of 155 RSUs tied to FY26 director compensation. The RSUs have a $0.0000 per-share price and convert one-for-one into common stock. Such director compensation elections are standard and typically have negligible impact on outstanding shares or dilution at this scale. No dispositions, option exercises, or additional derivative holdings were reported.

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
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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^*

Kenningham Daryl

(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)
08/24/2025

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	08/24/2025		M		155	A	$0(1)	457	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 Compensation)(2)	(1)	08/24/2025		A		155(3)		08/24/2025	08/24/2025	Common Stock	155	$0.0000	155	D
Restricted Stock Units (FY26 Director Compensation)(2)	(1)	08/24/2025	08/24/2025	M			155	08/24/2025	08/24/2025	Common Stock	155	$0.0000	0.0000	D

Explanation of Responses:

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

2. Includes FY26 director compensation.

3. The Reporting Person elected to take all of the quarterly cash retainer for serving as a director in the form of restricted stock units which settle immediately.

Remarks:

kenninghampoa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Kenningham, Daryl A.	08/26/2025
	** 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.
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FAQ

What did Daryl Kenningham report on the Form 4 for DRI?

The Form 4 reports acquisition and immediate settlement of 155 restricted stock units on 08/24/2025, converting one-for-one into 155 shares of Darden common stock.

Why were the RSUs granted to the director?

The RSUs were part of FY26 director compensation, as the reporting person elected to take his quarterly cash retainer in the form of restricted stock units.

How did the transaction affect the director's ownership?

Following the reported transaction, the reporting person directly beneficially owned 155 additional shares resulting from the RSU settlement.

When was the Form 4 signed and who signed it?

The Form 4 was signed by attorney-in-fact Noni Holmes-Kidd on 08/26/2025.