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Darden Restaurants (NYSE: DRI) SVP reports 2,874 units vest, 701 shares withheld

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

Rhea-AI Filing Summary

Darden Restaurants SVP and Corporate Controller John W. Madonna reported the vesting and conversion of 2,874 restricted stock units into common stock on July 26–27, 2026. In connection with these conversions, he disposed of 701 shares as payment of exercise price or tax liability at $196.31, and the filing indicates the transactions were not made under a Rule 10b5-1 plan.

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Insider Madonna John W.
Role SVP, Corporate Controller
Type Security Shares Price Value
Exercise Performance Restricted Stock Units (FY23) F1, F5 1,500 $0.00 $0.00
Exercise Common Stock F1, F2 1,500 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F2 366 $196.31 $72K
Exercise Performance Restricted Stock Units (FY24) F1, F4 697 $0.00 $0.00
Exercise Restricted Stock Units (FY24 Annual Grant) F3 677 $0.00 $0.00
Exercise Common Stock F1, F2 697 $0.00 $0.00
Exercise Common Stock F3, F2 677 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F2 165 $196.31 $32K
Exercise Price or Tax Liability Common Stock F2 170 $196.31 $33K
Holdings After Transaction: Performance Restricted Stock Units (FY24) — 697 shares (Direct); Restricted Stock Units (FY24 Annual Grant) — 0 shares (Direct); Performance Restricted Stock Units (FY23) — 0 shares (Direct); Common Stock — 11,386.942 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.
Restricted units converted 2,874 shares Total shares from derivative exercises of performance and restricted stock units on July 26–27, 2026
Shares withheld 701 shares Shares disposed as payment of exercise price or tax liability in code F transactions
Withholding price 196.3100 per share Price reported for common stock dispositions used as payment of exercise price or tax liability
FY23 PRSUs converted 1,500 units Performance restricted stock units (FY23) converting one-for-one into common stock on July 27, 2026
FY24 performance RSUs 697 units FY24 performance restricted stock units tied to a grant vesting in two installments beginning July 26, 2026
FY24 RSUs converted 677 units Restricted stock units from the FY24 annual grant converting one-for-one into common stock on July 26, 2026
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
"Includes shares acquired pursuant to the ... dividend reinvestment feature of the Plan."
exercise price or tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did John W. Madonna report for Darden Restaurants (DRI)?
John W. Madonna reported 2,874 restricted stock units converting into Darden common stock on July 26–27, 2026. He also disposed of 701 shares as payment of exercise price or tax liability at $196.31 in connection with these equity award conversions.

How many restricted stock units vested for John W. Madonna at Darden (DRI)?
A total of 2,874 units vested and converted into common stock for John W. Madonna. This included 1,500 FY23 performance restricted stock units, 697 FY24 performance restricted stock units, and 677 FY24 restricted stock units.

How many Darden (DRI) shares were withheld and at what price in Madonna’s Form 4?
Madonna had 701 shares of Darden common stock disposed of as payment of exercise price or tax liability. These code F transactions used a price of $196.31 per share for the withheld shares reported in the Form 4.

Were John W. Madonna’s Darden (DRI) transactions under a Rule 10b5-1 trading plan?
The Form 4 indicates the transactions were not made under a Rule 10b5-1 trading plan. The document-level Rule 10b5-1 checkbox is explicitly unchecked, signaling these trades were not executed pursuant to a pre-arranged plan.

What types of equity awards did John W. Madonna exercise or convert at Darden (DRI)?
Madonna’s transactions involved performance restricted stock units (FY23 and FY24) and restricted stock units from the FY24 annual grant. All such units convert into common stock on a one-for-one basis, according to the related footnotes.

What role does John W. Madonna hold at Darden Restaurants (DRI) in this Form 4?
John W. Madonna is identified as SVP, Corporate Controller of Darden Restaurants. The reported equity award conversions and related share dispositions reflect transactions in his capacity as an executive officer of the company.
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*
Madonna John W.
(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, Corporate Controller
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 Stock07/26/2026M697A$0(1)9,910.942(2)D
Common Stock07/26/2026M677A$0(3)10,587.942(2)D
Common Stock07/26/2026F165D$196.3110,422.942(2)D
Common Stock07/26/2026F170D$196.3110,252.942(2)D
Common Stock07/27/2026M1,500A$0(1)11,752.942(2)D
Common Stock07/27/2026F366D$196.3111,386.942(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)07/26/2026M697 (4)07/26/2027Common Stock697$0.0000697D
Restricted Stock Units (FY24 Annual Grant)(3)07/26/2026M67707/26/202607/26/2026Common Stock677$0.00000.0000D
Performance Restricted Stock Units (FY23)(1)07/27/2026M1,500 (5)07/27/2026Common Stock1,500$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 Madonna, John W.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)

Source: View Original Filing on SEC EDGAR