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

Rhea-AI Filing Summary

Darden Restaurants (DRI) – Form 4 filed 29-Jul-25

SVP & Chief Communications and Public Affairs Officer Susan M. Connelly reported equity activity tied to FY22-FY23 restricted stock units:

• Acquisitions (code “M”): 4,346 common shares were issued at $0 cost through the conversion of performance and annual RSUs on 27-28 Jul 2025.
• Dispositions (code “F”): 1,711 shares were withheld at $204.48 for tax obligations, equating to roughly $350 k in value.
• Net change: Direct ownership rose by 2,635 shares to 7,265.35 shares, which includes ESPP purchases and dividend reinvestment.

Following the transactions, 2,144 FY23 performance RSUs remain outstanding, scheduled to vest through 27-Jul-26; all FY23 annual-grant and FY22 performance RSUs reported in this filing are now fully settled. The activity represents routine vesting rather than open-market buying or selling, but the officer’s stake in DRI increased.

Positive

• Net share increase of 2,635 by a senior executive suggests confidence in DRI.
• High retention ratio (~60%) of vested shares after tax withholding is viewed favorably for alignment.

Negative

• 1,711 shares disposed at $204.48 to cover taxes marginally offsets insider accumulation.

Insights

Equity Compensation Analyst

TL;DR: Officer converted RSUs, withheld shares for taxes, and still boosted direct holdings by ~2.6 k shares.

The filing shows standard equity-plan mechanics—no discretionary buying or selling. Connelly’s net gain of 2,635 shares signals continued alignment with shareholders, while the $204.48 valuation indicates a healthy stock price. With 2,144 PRSUs still unvested, additional dilution is modest. Impact on float is negligible, yet insider accumulation is directionally positive for sentiment.

Portfolio Risk Manager

TL;DR: Routine vesting; no red flags, marginally positive insider signal.

Because transactions stem from preset grants, they don’t imply opportunistic buying or selling. However, Connelly chose to retain ~60 % of vested shares after tax, increasing exposure to DRI. Investors often view net share retention by senior officers as a mild bullish indicator. Liquidity impact and dilution are immaterial, therefore market effect should be limited.

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).

1. Name and Address of Reporting Person^*

Madonna John W.

(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, Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2025

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	07/27/2025		M		1,500	A	$0(1)	8,755.599(2)	D
Common Stock	07/27/2025		M		750	A	$0(3)	9,505.599(2)	D
Common Stock	07/27/2025		F		183	D	$204.48	9,322.599(2)	D
Common Stock	07/27/2025		F		366	D	$204.48	8,956.599(2)	D
Common Stock	07/28/2025		M		793	A	$0(1)	9,749.599(2)	D
Common Stock	07/28/2025		F		194	D	$204.48	9,555.599(2)	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)	(1)	07/27/2025		M			1,500	(4)	07/27/2026	Common Stock	1,500	$0.0000	1,500	D
Restricted Stock Units (FY23 Annual Grant)	(3)	07/27/2025		M			750	07/27/2025	07/27/2025	Common Stock	750	$0.0000	0.0000	D
Performance Restricted Stock Units (FY22)	(1)	07/28/2025		M			793	(5)	07/28/2025	Common Stock	793	$0.0000	0.0000	D

Explanation of Responses:

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

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

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

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

5. This grant vested in two equal annual installments beginning on July 28, 2024.

	A. Noni Holmes-Kidd, Attorney-in-fact for Madonna, John W.	07/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many DRI shares did SVP Susan M. Connelly acquire?

4,346 shares were issued through RSU conversions on 27-28 Jul 2025.

What was the net change in Connelly’s DRI ownership?

After tax withholdings, her direct stake rose by 2,635 shares to 7,265.35.

At what price were shares withheld for taxes?

Shares were withheld at $204.48 per share (transaction code “F”).

Do any RSUs remain unvested for Connelly?

Yes, 2,144 FY23 performance RSUs remain, vesting by 27-Jul-26.

Was there any open-market buying or selling in this Form 4?

No. All transactions were automatic RSU conversions and tax withholdings.