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

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

Equity Compensation Analyst

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.

Corporate Governance Specialist

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.

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).

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^*

Cardenas Ricardo

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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								58,901.897(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
Performance Restricted Stock Units (FY23)(2)	(3)	06/17/2025		A		42,852(4)		(5)	07/27/2026	Common Stock	42,852	$0.0000	42,852	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. 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.

3. Performance restricted stock units convert into common stock on a one-for-one basis.

4. 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.

5. This grant vests in two equal annual installments beginning on July 27, 2025.

Remarks:

cardenaspoa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Cardenas, Ricardo	06/20/2025
	** 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 CEO Ricardo Cardenas acquire in the June 2025 Form 4?

He earned 42,852 Performance RSUs; no open-market common-stock transactions were reported.

What performance metric triggered the DRI PSUs payout?

Payout was based on relative total shareholder return (TSR) versus a comparison group for 07/27/2022–05/25/2025.

When will the 42,852 PSUs granted to DRI’s CEO vest?

They vest in two equal installments beginning 07/27/2025 and ending 07/27/2026.

What is Ricardo Cardenas’s total direct share ownership after this filing?

He reports 58,901.897 directly held common shares, plus the newly earned but unvested 42,852 PSUs.

Did the filing involve a Rule 10b5-1 trading plan?

No. The Form 4 does not indicate that the transaction was executed under a Rule 10b5-1(c) plan.