Insider Alert: DRI CFO Cuts Stake by 56%, Nets $1.28M

Rhea-AI Filing Summary

Darden Restaurants (NYSE: DRI) filed a Form 4 disclosing that CFO Rajesh Vennam sold 5,780 common shares on 24 Jun 2025 at $222.215 per share, realizing roughly $1.28 million.

The transaction reduced his direct stake by about 56%, leaving 4,555 shares that include accumulations from the Employee Stock Purchase Plan and its dividend reinvestment feature. No derivative trades were reported and the filing does not flag a Rule 10b5-1 trading plan.

This sizeable insider sale by the company’s finance chief is often viewed as a potential negative signal for investor sentiment.

Positive

• None.

Negative

• CFO Rajesh Vennam sold 5,780 shares (~56% of his holdings) for $1.28 million, a sizable discretionary insider sale that may signal lowered confidence.

Insights

Financial Analyst

TL;DR: CFO off-loads $1.28 M, cuts stake by 56%; bearish cue.

Magnitude: At over $1 million and more than half of his prior holdings, the sale is materially significant. Timing: Occurs shortly after fiscal-year end, ahead of any earnings blackout, suggesting opportunistic liquidity rather than scheduled diversification. Residual stake is modest (<4,600 shares), limiting alignment with shareholders. Absent a 10b5-1 plan, the discretionary nature heightens negative perception. Investors typically assign a discount when senior financial officers reduce exposure so sharply, as these insiders possess superior visibility into near-term trends.

Governance Specialist

TL;DR: Large unscheduled insider sale raises governance and sentiment flags.

Material insider disposals by C-suite executives are tracked as potential early warnings. Vennam’s action breaches the 5 % and $1 M thresholds, making it report-worthy under best-practice governance screens. The absence of a disclosed 10b5-1 plan removes the affirmative-defense context, so markets may interpret intent rather than routine diversification. While single transactions are not conclusive of misconduct, history shows that clustered sales often precede guidance resets. Boards typically encourage transparent trading plans to avoid such optics; investors should monitor if other executives follow suit.

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^*

Vennam Rajesh

(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)
	SVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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	06/24/2025		S		5,780	D	$222.215	4,555.158(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

Explanation of Responses:

1. Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan.

	A. Noni Holmes-Kidd, Attorney-in-fact for Vennam, Rajesh	06/26/2025
	** 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 the CFO sell on 24 June 2025?

Rajesh Vennam sold 5,780 common shares.

What was the total dollar value of the CFO’s sale?

At an average price of $222.215, the sale was worth approximately $1.28 million.

How many DRI shares does the CFO now own?

Following the transaction, he directly owns 4,555.158 shares.

Was the transaction executed under a Rule 10b5-1 trading plan?

The Form 4 does not indicate that the sale was made pursuant to a Rule 10b5-1(c) plan.

Did the filing report any derivative security transactions?

No. Table II lists no derivative securities acquired or disposed of.