Darden (DRI) Form 4: Cardenas Adds 42.9k Shares via Performance Grant
Rhea-AI Filing Summary
Darden Restaurants, Inc. (DRI) – Form 4 filing dated 06/20/2025
The filing discloses changes in the beneficial ownership of President & CEO Ricardo Cardenas as of the transaction date 06/17/2025.
- Performance RSUs earned: 42,852 Performance Restricted Stock Units (PSUs) from the FY23 award were earned (transaction code “A”) after the Compensation Committee certified relative TSR results. The original target of 21,426 units (granted 07/27/2022) vested at 200 % of target.
- Vesting schedule: The earned PSUs convert one-for-one into common stock and will vest in two equal tranches beginning 07/27/2025, with full vesting by 07/27/2026.
- Current ownership: Following the award, Cardenas reports 58,901.897 shares held directly, plus the newly earned 42,852 PSUs reported in Table II.
- Form I (non-derivative): No open-market purchases or sales were reported; the common-stock line only updates post-award totals.
No cash was paid for the units (exercise price $0.0000), and the transaction was conducted under normal equity-compensation provisions, not under a Rule 10b5-1 trading plan.
Investor takeaway: The filing reflects compensation-related share issuance rather than discretionary buying or selling. It modestly increases insider alignment but introduces incremental dilution typical of equity awards.
Positive
- 42,852 PSUs earned reflect above-target relative TSR performance, indicating strong shareholder returns over the measurement period.
- CEO’s direct and contingent ownership increases, enhancing management-shareholder alignment.
Negative
- Incremental share dilution will occur as the PSUs convert, although spread over two years.
- No open-market purchase; therefore the filing does not signal personal capital commitment at current prices.
Insights
TL;DR: CEO earned 42,852 PSUs, doubling target grant; no market trades, neutral dilution impact.
The award was triggered by above-target TSR over the 07/2022-05/2025 performance window. Because PSUs convert one-for-one, the share count impact is straightforward and fully service-based. Vesting over two years spreads dilution, which is already included in the company’s SBC forecasts. No purchase or sale signal is present, so the filing is informational rather than directional for the stock price.
TL;DR: Performance-based payout signals strong TSR achievement; award magnitude within large-cap norms.
Doubling of the target PSUs indicates Darden outperformed its peer set. From a governance lens, use of relative TSR and multi-year vesting aligns management with shareholders while mitigating windfall risk. The earned shares lift Cardenas’s stake to roughly 100k including unvested units, reinforcing alignment. However, investors should watch cumulative dilution across future cycles.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Performance Restricted Stock Units (FY23) | 42,852 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan. On July 27, 2022, the Reporting Person was awarded 21,426 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 27, 2022 through May 25, 2025. Performance restricted stock units convert into common stock on a one-for-one basis. On June 17, 2025, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 42,852 PSUs being earned in accordance with the provisions of the applicable award agreement. This grant vests in two equal annual installments beginning on July 27, 2025.
