Darden (DRI) Insider Filing: 1,162 and 886 RSU Grants to Director

Rhea-AI Filing Summary

Darden Restaurants (DRI) director Juliana L. Chugg reported award activity dated 09/17/2025. The filing shows two restricted stock unit grants: 1,162 RSUs labeled as the FY25 director annual grant and 886 RSUs labeled as the FY26 director annual grant. The RSUs convert one-for-one into common stock and vest on the earlier of one year from grant or the next annual shareholders meeting. The report was signed by an attorney-in-fact on behalf of Ms. Chugg on 09/19/2025. The filing indicates the FY25 RSUs were reported with a transaction code M and the FY26 RSUs with code A, and the reported price for the RSUs is $0.0000.

Positive

• Alignment with shareholders: Director received RSUs that convert one-for-one to common stock, aligning incentives with long-term shareholder value.
• Retention-focused structure: RSUs vest on time or next annual meeting, promoting continuity on the board.
• Non-cash compensation: Grants are equity-based at $0.0000 price, preserving company cash.

Negative

• Potential dilution: Combined 2,048 RSUs will convert into common shares if vested, increasing outstanding share count.
• Limited immediacy of information: The filing does not state the company-wide impact or percentage dilution relative to total shares outstanding.

Insights

Corporate Governance Expert

TL;DR: Routine director equity awards align board member incentives with shareholders but create modest share dilution upon vesting.

These grants are standard annual director compensation delivered as restricted stock units that convert one-for-one into common shares and vest based on time or next annual meeting. The combined 2,048 RSUs are small relative to typical public company floats, indicating limited dilution risk. The use of RSUs promotes retention and alignment without immediate cash outlay by the company.

Securities Analyst

TL;DR: Disclosure is procedural and routine; transaction codes indicate grant reporting and a ministerial modification or correction.

The form shows a grant (code A) of 886 RSUs and a reported item with code M for 1,162 RSUs dated 09/17/2025. Both convert one-for-one to common stock at $0.0000, consistent with standard equity compensation. No cash proceeds or option exercises are reported. This is a routine insider reporting item and not a material corporate event based on the data provided.

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

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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).

1. Name and Address of Reporting Person^*

CHUGG JULIANA L

(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)	4,258	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		(2)	(2)	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.

Remarks:

chuggpoa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Chugg, Juliana L.	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.
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FAQ

What did Juliana L. Chugg report on Form 4 for DRI?

The filing reports two restricted stock unit grants dated 09/17/2025: 1,162 RSUs (FY25) and 886 RSUs (FY26) that convert one-for-one into common stock.

When do the RSUs vest according to the filing?

The RSUs vest on the earlier of one year from the grant date or the date of the next annual meeting of shareholders.

What transaction codes are shown and what do they indicate?

The FY25 RSUs are reported with code M and the FY26 RSUs with code A, indicating a modification/correction and an acquisition/grant respectively as shown on the form.

How many total shares will the RSUs convert into if fully vested?

If fully vested, the two grants convert into a total of 2,048 common shares (1,162 + 886) on a one-for-one basis.

Who signed the Form 4 and when?

The form was signed by Noni Holmes-Kidd, attorney-in-fact for Juliana L. Chugg, on 09/19/2025.