[Form 4] DARDEN RESTAURANTS INC Insider Trading Activity

Rhea-AI Filing Summary

Director M. Shan Atkins received equity awards from Darden Restaurants (DRI) consisting of restricted stock units (RSUs) tied to company common stock. The filing reports an award of 1,162 RSUs treated as a grant and another 886 RSUs granted as the FY26 director annual grant, for a total of 2,048 RSUs. The FY25 RSUs convert one-for-one into common shares and vest on the earlier of one year from grant or the next annual meeting; the FY26 RSUs follow the same vesting schedule and include a one-time option for the director to defer settlement until leaving the board. The reported holdings after the transaction show 1,162 shares beneficially owned and 886 RSUs outstanding.

Positive

• Director equity awards totaling 2,048 RSUs align the director's interests with shareholders through one‑for‑one conversion into common stock
• Standard vesting provisions (earlier of one year or next annual meeting) encourage retention and continuity on the board
• FY26 RSUs include a deferral option allowing settlement at board departure which can support longer-term alignment

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received annual RSU grants aligning his interests with shareholders via vesting tied to tenure and the next meeting.

The transaction is a routine director equity grant: RSUs convert one-for-one into common stock and vest on a time-and-event basis, which encourages retention and alignment with long-term shareholder value. The FY26 grant includes a deferral option for settlement until board departure, a common governance feature that may affect the timing of share issuance. This disclosure is procedural and does not indicate unusual governance changes.

Compensation Analyst

TL;DR: Total of 2,048 RSUs awarded across FY25 and FY26 programs, standard director compensation structure.

The reported instruments are non‑derivative RSUs with a stated zero per‑unit exercise price and one‑for‑one conversion, meaning no cash exercise is required. The combined grant size (1,162 and 886 RSUs) represents the director's annual equity retainer rather than performance‑based pay. From a pay structure perspective, these awards are typical and signal continued reliance on equity for independent director compensation.

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).

1. Name and Address of Reporting Person^*

ATKINS M SHAN

(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)
09/17/2025

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	09/17/2025		M		1,162	A	$0(1)	1,162	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 (FY25 Director Annual Grant)	(1)	09/17/2025		M			1,162	(2)	(2)	Common Stock	1,162	(1)	0.0000	D
Restricted Stock Units (FY26 Director Annual Grant)	(1)	09/17/2025		A		886		(3)	(3)	Common Stock	886	$0.0000	886	D

Explanation of Responses:

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

2. The RSUs vest on the first to occur of one year from date of grant and the date of the next annual meeting of shareholders.

3. The RSUs vest on the first to occur of one year from date of grant and the date of the next annual meeting of shareholders. The director has a one time option to defer settlement until their termination from the board.

	A. Noni Holmes-Kidd, Attorney-in-fact for Atkins, M. Shan	09/19/2025
	** 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 RSU awards were reported for DRI director M. Shan Atkins?

The filing reports 1,162 RSUs (FY25) and 886 RSUs (FY26), totaling 2,048 RSUs tied to Darden common stock.

How do the RSUs convert into Darden (DRI) stock?

The RSUs convert one‑for‑one into common stock upon settlement; the per‑unit price is reported as $0.0000 indicating no cash exercise.

What are the vesting terms for the RSUs granted to the director?

Both FY25 and FY26 RSUs vest on the earlier of one year from grant or the date of the next annual meeting of shareholders.

Is there any settlement deferral option for these director RSUs?

Yes. The FY26 director RSUs include a one-time option to defer settlement until the director’s termination from the board.

How many shares does the director beneficially own after the reported transactions?

The filing shows 1,162 shares beneficially owned following the reported transactions and 886 RSUs outstanding.