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Darden (DRI) supply chain chief awarded 2,171 performance stock units

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

Rhea-AI Filing Summary

Darden Restaurants Inc. reported that SVP and Chief Supply Chain Officer Douglas J. Milanes received a grant of 2,171 performance restricted stock units (PSUs) tied to fiscal 2024 performance. These PSUs convert into common stock on a one-for-one basis at no exercise price.

The PSUs relate to a target award granted on July 26, 2023, based on relative total shareholder return performance through May 31, 2026. On June 23, 2026, the Compensation Committee certified results, resulting in 2,171 PSUs being earned. This grant vests in two equal annual installments beginning on July 26, 2026. Following the reported transactions, Milanes holds 276.079 shares of common stock directly.

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Insider Milanes Douglas J.
Role SVP, Chief Supply Chain Ofcr
Type Security Shares Price Value
Grant/Award Performance Restricted Stock Units (FY24) 2,171 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Performance Restricted Stock Units (FY24) — 2,171 shares (Direct, null); Common Stock — 276.079 shares (Direct, null)
Footnotes (1)
  1. Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan. On July 26, 2023, the Reporting Person was awarded 2,107 target performance restricted stock units (PSUs) subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 26, 2023 through May 31, 2026. Performance restricted stock units convert into common stock on a one-for-one basis. On June 23, 2026, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 2,171 PSUs being earned in accordance with the provisions of the applicable award agreement. This grant vests in two equal annual installments beginning on July 26, 2026.
Performance RSUs granted 2,171 units Earned PSUs for FY24 performance; one-for-one into common stock
Common stock held 276.079 shares Direct ownership after reported transactions
RSU expiration date July 26, 2027 Performance restricted stock units expiration date
Performance period end May 31, 2026 End of relative total shareholder return measurement window
Grant vesting start July 26, 2026 First of two equal annual vesting installments
RSU exercise price $0.0000 per unit Conversion price for performance restricted stock units
Performance Restricted Stock Units financial
"Performance Restricted Stock Units (FY24)"
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.
relative total shareholder return financial
"subject to the achievement of performance criteria (relative total shareholder return as compared"
Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.
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.
Compensation Committee financial
"the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
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Form 4 Insider Transactions: What Each Field Means →
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*
Milanes Douglas J.
(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 Supply Chain Ofcr
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026		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 Stock276.079(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Units (FY24)(2)(3)06/23/2026A2,171(4) (5)07/26/2027Common Stock2,171$0.00002,171D
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. On July 26, 2023, the Reporting Person was awarded 2,107 target performance restricted stock units (PSUs) subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 26, 2023 through May 31, 2026.
3. Performance restricted stock units convert into common stock on a one-for-one basis.
4. On June 23, 2026, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 2,171 PSUs being earned in accordance with the provisions of the applicable award agreement.
5. This grant vests in two equal annual installments beginning on July 26, 2026.
A. Noni Holmes-Kidd, Attorney-in-fact for Milanes, Douglas J.06/25/2026
** 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

FAQ

What insider transaction did Darden Restaurants (DRI) report for Douglas J. Milanes?

Darden Restaurants reported that Douglas J. Milanes received a grant of 2,171 performance restricted stock units. These units were earned based on relative total shareholder return performance criteria and convert into common stock on a one-for-one basis at no exercise price.

How many performance restricted stock units did the DRI executive earn and on what basis?

Douglas J. Milanes earned 2,171 performance restricted stock units (PSUs). The PSUs were tied to performance criteria based on relative total shareholder return versus a comparison group measured from July 26, 2023 through May 31, 2026, as determined by the Compensation Committee.

When do the newly granted Darden (DRI) performance RSUs vest for Douglas J. Milanes?

The 2,171 performance restricted stock units granted to Douglas J. Milanes vest in two equal annual installments, beginning on July 26, 2026. This means half of the units vest on that date and the remaining half vests one year later, subject to award terms.

What is the conversion ratio of the DRI performance restricted stock units to common stock?

The performance restricted stock units awarded to Douglas J. Milanes convert into common stock on a one-for-one basis. Each vested PSU delivers one share of Darden Restaurants common stock, according to the award terms disclosed in the transaction details and footnotes.

How many Darden Restaurants (DRI) common shares does Douglas J. Milanes hold after this Form 4?

After the reported transactions, Douglas J. Milanes directly holds 276.079 shares of Darden Restaurants common stock. This figure reflects his direct ownership position following the grant of performance restricted stock units and is separate from the unvested PSU award.

What performance period applied to the Darden (DRI) FY24 performance restricted stock units?

The FY24 performance restricted stock units for Douglas J. Milanes were based on performance from July 26, 2023 through May 31, 2026. The key metric was relative total shareholder return compared to a selected comparison group, as certified by the Compensation Committee.