[Form 4] Darden Restaurants, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Darden Restaurants (NYSE:DRI) filed a Form 4 reporting that Group President Melvin John Martin exercised 12,212 options at $78.84 and immediately sold the same number of common shares in open-market trades priced between $217.26 – $220.47, realising roughly $2.7 million in gross proceeds.

After the transactions, his direct ownership remains about 12,695 shares, indicating no net change in investment exposure. The option granted in 2020 is now fully exercised, and the filing does not note use of a Rule 10b5-1 trading plan. No other material changes were disclosed.

Insights

Corporate Governance Expert

TL;DR: Executive cashes out $2.7 m via exercise-and-sell; holdings flat, sentiment slightly negative.

Martin converted low-strike options and liquidated every acquired share the same day, locking in a ~180% spread over the $78.84 exercise price. While his pre-existing 12.7 k share stake is preserved, the sale equals nearly half his effective ownership float and exceeds $2 m, meeting materiality thresholds. The absence of a disclosed 10b5-1 plan suggests discretionary timing, which can be interpreted as short-term scepticism toward valuation. Still, the transaction looks tax-efficient and does not alter corporate strategy or fundamentals. Overall impact is modestly negative as optics of a large insider sale may pressure near-term sentiment.

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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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^*

Martin Melvin John

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Group President

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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	06/25/2025		M		12,212	A	$78.84	24,907.095(1)	D
Common Stock	06/25/2025		S		3,200	D	$220.0594(2)	21,707.095(1)	D
Common Stock	06/25/2025		S		4,468	D	$218.7012(3)	17,239.095(1)	D
Common Stock	06/25/2025		S		4,544	D	$217.7799(4)	12,695.095(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$78.84	06/25/2025		M			12,212	(5)	07/29/2030	Common Stock	12,212	$0.0000	0.0000	D

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. This transaction was executed in multiple trades at prices ranging from $219.88 to $220.47. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $218.37 to $219.08. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $217.26 to $218.23. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This option vested in two equal annual installments beginning on July 29, 2023.

	A. Noni Holmes-Kidd, Attorney-in-fact for Martin, Melvin John	06/26/2025
	** 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.
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

How many DRI shares did Group President Melvin John Martin sell on 25 June 2025?

He sold 12,212 shares in three separate open-market transactions.

What was the average sale price for Melvin John Martin's DRI shares?

The weighted average price was approximately $218.9 per share, with trades executed between $217.26 and $220.47.

What was the total dollar value of the shares sold by the insider?

The sales generated gross proceeds of roughly $2.7 million.

Did the insider's overall DRI ownership decrease after these transactions?

No. After exercising options and selling the same number of shares, his direct holding remains at 12,695.095 shares.

Were the transactions executed under a Rule 10b5-1 trading plan?

The Form 4 does not indicate that the trades were made pursuant to a Rule 10b5-1 plan.