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

Rhea-AI Filing Summary

Darden Restaurants, Inc. (DRI) – Form 4 insider transaction filed 06/20/2025

Daniel J. Kiernan, President of Olive Garden, reported the vesting and conversion of performance-based restricted stock units (PSUs) on 06/17/2025.

• Direct award: 12,856 PSUs earned and converted to common stock, reflecting out-performance versus the relative TSR target originally set on 07/27/2022 (target 6,428; payout 200%).
• Indirect award (spouse): 428 PSUs earned and converted on the same terms.
• The grant will vest in two equal installments beginning 07/27/2025; shares were acquired at $0.00 cost.
• Following the transaction, Kiernan now holds 27,355.094 DRI shares directly and 146.7871 shares indirectly via 401(k) accounts, plus the newly earned 12,856 PSUs (direct) and 428 PSUs (indirect).

No open-market purchases or sales were disclosed; all changes stem from equity incentive plan vesting. The filing indicates continued insider alignment with shareholders through increased equity exposure but does not inject new cash into the company or signal valuation views.

Positive

• Insider ownership increases by 13,284 shares with no corresponding sales, enhancing alignment with shareholders.
• Performance criteria exceeded target (200% payout), indicating strong relative TSR execution.

Negative

• None.

Insights

Securities Analyst

TL;DR: Performance PSUs vested, doubling targets; insider ownership up, no cash buy or sell.

The award shows management out-performance versus the 2022-2025 TSR benchmark, resulting in a 200% payout. Although the additional 13.3k shares expand Kiernan’s equity stake, the transaction is non-open-market and priced at $0, limiting its signaling power regarding valuation. Still, the absence of sales and the two-year vesting schedule suggest confidence and retention. From a share-count standpoint the dilution is immaterial relative to Darden’s ~122 million shares outstanding.

Corporate Governance Expert

TL;DR: Compensation plan rewarded TSR out-performance; alignment upheld, limited governance concerns.

The disclosure demonstrates pay-for-performance mechanics: PSUs linked to relative TSR, board review of results, and conversion at target dates. The 200% payout signals strong value creation versus peers. Because vesting occurs in two post-performance tranches, the structure maintains a retention hook while deferring full realization. No red flags on timing or 10b5-1 usage were noted. Overall governance impact is neutral-to-positive.

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^*

Kiernan Daniel J.

(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)
	President, Olive Garden

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								27,355.094	D
Common Stock								146.7871	I	By 401k and Spouse's 401k

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)	(2)	06/17/2025		A		12,856(3)		(4)	07/27/2026	Common Stock	12,856	$0.0000	12,856	D
Performance Restricted Stock Units (FY23)(5)	(2)	06/17/2025		A		428(6)		(4)	07/27/2026	Common Stock	428	$0.0000	428	I	By Spouse

Explanation of Responses:

1. On July 27, 2022, the Reporting Person was awarded 6,428 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.

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

3. On June 17, 2025, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 12,856 PSUs being earned in accordance with the provisions of the applicable award agreement.

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

5. On July 27, 2022, the Reporting Person was awarded 214 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.

6. On June 17, 2025, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 214 PSUs being earned in accordance with the provisions of the applicable award agreement.

Remarks:

kiernanpoa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Kiernan, Daniel J.	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.
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FAQ

How many DRI shares did Daniel J. Kiernan acquire on 06/17/2025?

He earned 12,856 shares directly plus 428 shares indirectly through a spouse, totaling 13,284 shares.

Were any Darden Restaurants (DRI) shares sold in this Form 4 filing?

No. The filing reports only share acquisitions from PSU vesting; there were no sales.

What performance metric triggered the PSU payout for DRI insider Kiernan?

The PSUs were tied to relative total shareholder return (TSR) versus a comparison group for the period 07/27/2022–05/25/2025.

When will the newly earned PSUs for DRI vest and become fully transferable?

The award vests in two equal annual installments starting 07/27/2025.

What is Daniel J. Kiernan’s total direct DRI share ownership after the transaction?

He now directly holds 27,355.094 common shares, excluding the newly earned but unvested PSUs.