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Darden Restaurants (NYSE: DRI) SVP awarded 3,100 performance stock units

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

Rhea-AI Filing Summary

Darden Restaurants executive Sarah H. King, SVP and Chief People Officer, was awarded 3,100 performance restricted stock units (PSUs) tied to Darden common stock. These PSUs were earned based on performance criteria measured from July 26, 2023 through May 31, 2026 and convert into common stock on a one-for-one basis.

The grant vests in two equal annual installments beginning on July 26, 2026, providing time-based retention after the performance period. Following the reported update, she holds 712.727 shares of common stock directly, including shares acquired through the employee stock purchase plan and its dividend reinvestment feature. The Form 4 shows a compensation-related award with no open-market purchases or sales.

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Insider King Sarah H.
Role SVP, Chief People Officer
Type Security Shares Price Value
Grant/Award Performance Restricted Stock Units (FY24) 3,100 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Performance Restricted Stock Units (FY24) — 3,100 shares (Direct, null); Common Stock — 712.727 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 3,010 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 3,100 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.
Earned PSUs 3,100 units Performance restricted stock units earned and awarded on June 23, 2026
Target PSUs at grant 3,010 units Original target performance restricted stock units awarded on July 26, 2023
Common shares held 712.727 shares Direct Darden common stock holdings after reported transactions
PSU vesting schedule 2 equal installments Vesting begins July 26, 2026, in two annual installments
PSU expiration date July 26, 2027 Expiration date for the FY24 performance restricted stock unit award
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.
relative total shareholder return financial
"subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group)"
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.
dividend reinvestment financial
"and dividend reinvestment feature of the Plan."
Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.
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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Learn about SEC filing dates
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*
King Sarah H.

(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 People Officer
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 Stock712.727(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)06/23/2026A3,100(4) (5)07/26/2027Common Stock3,100$0.00003,100D
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 3,010 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 3,100 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.
Remarks:
king2026poa.txt
A. Noni Holmes-Kidd, Attorney-in-fact for King, Sarah H.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)

FAQ

What insider transaction did Darden Restaurants (DRI) report for Sarah H. King?

Darden reported that SVP and Chief People Officer Sarah H. King received 3,100 performance restricted stock units. These PSUs were earned based on previously set performance criteria and represent a stock-based compensation award, not an open-market share purchase or sale.

How many performance restricted stock units did the Darden (DRI) executive earn?

Sarah H. King earned 3,100 performance restricted stock units linked to Darden common stock. The award reflects performance results under a plan that originally targeted 3,010 PSUs and is structured to convert into common shares on a one-for-one basis after vesting.

When do the newly earned Darden (DRI) PSUs vest for the SVP?

The 3,100 performance restricted stock units vest in two equal annual installments beginning on July 26, 2026. This means the award continues to tie the executive’s compensation to Darden’s stock performance over time, after the performance period used to determine how many units were earned.

What performance period determined the Darden (DRI) PSUs earned by Sarah H. King?

The PSUs were based on performance criteria measured from July 26, 2023 through May 31, 2026. The Compensation Committee evaluated results over that period, including relative total shareholder return versus a comparison group, and determined that 3,100 performance units were earned under the award agreement.

How many Darden (DRI) common shares does the executive hold after this Form 4?

After the reported transactions, Sarah H. King holds 712.727 Darden common shares directly. This figure includes stock acquired through the company’s employee stock purchase plan and its dividend reinvestment feature, as described in the footnotes to the insider transaction disclosure.

Do the reported Darden (DRI) transactions include any open-market stock sales?

The disclosure shows a grant of 3,100 performance restricted stock units and an updated common stock holding balance, but no open-market purchases or sales. The activity is compensation-related and reflects equity awards and accumulated holdings rather than discretionary trading in Darden shares.