Form 4: Darden Restaurants Exec Ups Stake to 53.5k Shares

Rhea-AI Filing Summary

Form 4 filed 29-Jul-2025 reveals routine equity-compensation activity by Darden Restaurants (DRI) Group President Todd Burrowes.

• 11,715 common shares were issued on 27-28 Jul 2025 as FY22-23 performance and time-based RSUs converted (transaction code “M”, exercise price $0).
• Automatic tax-withholding sales (code “F”) removed 4,612 shares at $204.48.
• Net effect: direct ownership rose by about 7,100 shares to 53,457.968.
• Burrowes still holds 6,000 unvested performance RSUs vesting through Jul-26.

No open-market purchases or discretionary sales occurred; the filing therefore carries a neutral informational signal but modestly increases management’s equity stake.

Positive

• Net increase of ~7,100 shares in the insider’s direct holdings after vesting, modestly strengthening shareholder alignment.
• No discretionary open-market sales; all disposals were tax-withholding, avoiding negative signal.

Negative

• 4,612 shares were sold (withheld) at $204.48, creating incremental market supply, albeit for taxes.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; net 7k-share gain, no sentiment shift—neutral impact.

The transactions convert stock units granted in prior years, a standard cadence for Darden’s long-term incentive plan. All disposals were withholding to cover taxes, so there is no evidence of profit-motivated selling. Post-filing ownership of ~53.5 k shares equals roughly US$10.9 m at the execution price, modestly increasing the insider’s exposure. With 6 k PRSUs still outstanding, further vesting is expected in FY26. Overall, the filing neither signals bullish accumulation nor bearish liquidation and should have minimal market impact.

Corporate Governance Expert

TL;DR: Alignment improves slightly; transactions follow compensation schedule—governance view neutral.

Vesting and associated tax sales comply with Darden’s equity plan and Section 16 requirements. The ~13% rise in owned shares marginally tightens pay-for-performance alignment, while the absence of open-market selling avoids negative optics. Remaining PRSUs retain performance linkage through FY26. No red flags around timing, volume, or pricing are observed, supporting a neutral governance assessment.

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^*

Burrowes Todd

(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)
07/27/2025

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	07/27/2025		M		5,998	A	$0(1)	52,352.968(2)	D
Common Stock	07/27/2025		M		3,000	A	$0(3)	55,352.968(2)	D
Common Stock	07/27/2025		F		1,181	D	$204.48	54,171.968(2)	D
Common Stock	07/27/2025		F		2,361	D	$204.48	51,810.968(2)	D
Common Stock	07/28/2025		M		2,717	A	$0(1)	54,527.968(2)	D
Common Stock	07/28/2025		F		1,070	D	$204.48	53,457.968(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units (FY23)	(1)	07/27/2025		M			5,998	(4)	07/27/2026	Common Stock	5,998	$0.0000	6,000	D
Restricted Stock Units (FY23 Annual Grant)	(3)	07/27/2025		M			3,000	07/27/2025	07/27/2025	Common Stock	3,000	$0.0000	0.0000	D
Performance Restricted Stock Units (FY22)	(1)	07/28/2025		M			2,717	(5)	07/28/2025	Common Stock	2,717	$0.0000	0.0000	D

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 27, 2025.

5. This grant vested in two equal annual installments beginning on July 28, 2024.

	A. Noni Holmes-Kidd, Attorney-in-fact for Burrowes, Todd	07/29/2025
	** 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 Todd Burrowes acquire through RSU vesting on 27-28 July 2025?

11,715 shares were issued via performance and time-based RSU conversions.

What is Todd Burrowes’ total ownership in Darden Restaurants after the Form 4 transactions?

He directly owns 53,457.968 common shares.

Did the insider sell any DRI shares on the open market?

No. Shares disposed (4,612) were withheld automatically to cover taxes (code "F").

At what price were the tax-withholding sales executed?

Shares were valued at $204.48 each.

How many unvested RSUs does the insider still hold?

He retains 6,000 performance RSUs vesting through July 2026.