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

Rhea-AI Filing Summary

Darden Restaurants, Inc. (DRI) – Form 4 insider transaction: Laura B. Williamson, President of LongHorn Steakhouse, reported the vesting and crediting of performance-based restricted stock units (PSUs) on 17 June 2025. The filing shows no open-market purchases or sales, but rather the conversion of previously granted PSUs that became earned after the Compensation Committee certified performance results.

• Equity awards earned: 1,714 PSUs (direct) and 686 PSUs (indirect via spouse) converted on a one-for-one basis into common stock at a zero exercise price. These awards stem from grants made on 27 July 2022 tied to relative total shareholder return measured through 25 May 2025.
• Vesting schedule: The earned shares will vest in two equal installments beginning 27 July 2025, subject to continued service.
• Post-transaction ownership: Williamson now holds 10,084.861 common shares directly, 908.6205 shares in a 401(k) plan, and 5,418.131 shares held by her spouse. Derivative holdings total 1,714 PSUs (direct) and 686 PSUs (indirect).

No shares were disposed of, and the transaction was not executed under a Rule 10b5-1 plan. The filing indicates that company performance exceeded the target level (doubling the original PSU awards), reflecting management’s alignment with shareholder returns, but it does not involve cash outlays or signal market-based buying or selling.

Positive

• Performance targets exceeded, resulting in 200 % payout of FY23 PSUs, signaling strong relative TSR during the performance period.
• Timely disclosure of award certification enhances transparency and supports sound governance practices.

Negative

• No open-market purchase; therefore, the filing offers limited insight into insider sentiment or valuation views.
• Potential dilution, albeit previously accounted for, from the issuance of 2,400 additional shares (1,714 direct, 686 indirect).

Insights

Equity Compensation Analyst

TL;DR – Performance PSUs vested; no open-market trades; impact modestly positive for alignment.

The doubling of Williamson’s FY23 PSUs confirms that Darden’s relative TSR outperformed its peer set for the three-year measurement period. While this highlights strong operational execution, the shares were already reserved under the 2022 grant and therefore create no incremental dilution beyond what had been disclosed. Because the event is compensation-driven and lacks direct market buying, trading-signal value is limited. Still, the award underscores management’s incentive alignment and may reassure investors about performance-based pay rigor.

Corporate Governance Specialist

TL;DR – Certification of PSU results shows pay-for-performance; neutral to slightly positive governance signal.

The Compensation Committee’s certification and immediate Form 4 filing demonstrate timely disclosure and transparency. Earning 200 % of target indicates that Darden’s TSR ranked in the upper cohort of its comparison group, reinforcing the incentive plan’s effectiveness. Because the shares will not fully vest until July 2026, retention incentives remain in place. There are no red flags such as 10b5-1 use, option repricing, or discretionary adjustments. Governance impact is positive but not materially stock-moving.

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^*

Williamson Laura B

(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, LongHorn Steakhouse

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								10,084.861(1)	D
Common Stock								908.6205	I	By 401k
Common Stock								5,418.131(1)	I	By Spouse

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		1,714(4)		(5)	07/27/2026	Common Stock	1,714	$0.0000	1,714	D
Performance Restricted Stock Units (FY23)(6)	(3)	06/17/2025		A		686(7)		(5)	07/27/2026	Common Stock	686	$0.0000	686	I	By Spouse

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 857 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 1714 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.

6. On July 27, 2022, the Reporting Person was awarded 343 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.

7. On June 17, 2025, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 686 PSUs being earned in accordance with the provisions of the applicable award agreement.

Remarks:

williamsonpoa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Williamson, Laura B.	06/20/2025
	** 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).
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 Laura B. Williamson acquire on 17 June 2025?

She earned 1,714 common shares from performance restricted stock units; her spouse earned 686 shares.

Did the Form 4 show any open-market purchases or sales of Darden Restaurants (DRI) stock?

No. The filing reflects vesting of performance-based units only; no shares were bought or sold on the market.

What is Laura Williamson’s total direct ownership in DRI after the transaction?

She directly owns 10,084.861 common shares, plus 1,714 PSUs that will vest over two years.

When will the newly earned PSUs for DRI fully vest?

The award vests in two equal installments beginning 27 July 2025; final vesting occurs on or before 27 July 2026.

Why were the PSUs earned at 200 % of target for DRI?

The Compensation Committee certified that relative TSR performance from July 2022 to May 2025 exceeded the maximum threshold.