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Darden Restaurants (NYSE: DRI) CFO converts 13,090 RSUs, 5,153 withheld

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Darden Restaurants SVP & CFO Rajesh Vennam converted 13,090 restricted stock units into common stock in transactions on July 26–27, 2026. The units converted into common shares on a one-for-one basis. To satisfy tax obligations, 5,153 shares were withheld at $196.3100 per share.

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Insider Vennam Rajesh
Role SVP, CFO
Type Security Shares Price Value
Exercise Performance Restricted Stock Units (FY23) F1, F5 7,286 $0.00 $0.00
Exercise Common Stock F1, F2 7,286 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F2 2,868 $196.31 $563K
Exercise Performance Restricted Stock Units (FY24) F1, F4 2,945 $0.00 $0.00
Exercise Restricted Stock Units (FY24 Annual Grant) F3 2,859 $0.00 $0.00
Exercise Common Stock F1, F2 2,945 $0.00 $0.00
Exercise Common Stock F3, F2 2,859 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F2 1,126 $196.31 $221K
Exercise Price or Tax Liability Common Stock F2 1,159 $196.31 $228K
Holdings After Transaction: Performance Restricted Stock Units (FY24) — 2,945 shares (Direct); Restricted Stock Units (FY24 Annual Grant) — 0 shares (Direct); Performance Restricted Stock Units (FY23) — 0 shares (Direct); Common Stock — 17,047.499 shares (Direct)
Footnotes (5)
  1. F1. Performance restricted stock units convert into common stock on a one-for-one basis.
  2. F2. Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan.
  3. F3. Restricted stock units convert into common stock on a one-for-one basis.
  4. F4. This grant vests in two equal annual installments beginning on July 26, 2026.
  5. F5. This grant vested in two equal annual installments beginning on July 26, 2026.
RSUs converted 13090 shares Total underlying shares from derivative exercises reported for July 26–27, 2026
Shares withheld for taxes 5153 shares Total shares reported with code F for tax obligations at $196.3100 per share
Tax withholding price $196.3100 per share Per-share value used for shares withheld to pay tax liability
Remaining FY24 PRSUs 2945 shares Derivative balance shown after the FY24 performance restricted stock unit conversion
Performance restricted stock units financial
"Security titled "Performance Restricted Stock Units (FY23)" converted one-for-one"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
Restricted stock units financial
"Restricted stock units convert into common stock on a one-for-one basis."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Employee Stock Purchase Plan financial
"Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
dividend reinvestment feature financial
"and dividend reinvestment feature of the Plan."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider transactions did Darden Restaurants (DRI) CFO Rajesh Vennam report?

Rajesh Vennam reported converting 13,090 restricted stock units into Darden common stock on July 26–27, 2026. The awards converted one-for-one into shares, and a portion of the resulting stock was withheld to cover associated tax obligations.

How many Darden (DRI) shares did Rajesh Vennam acquire through RSU conversions?

Across several equity awards, Rajesh Vennam acquired 13,090 shares of Darden common stock through the exercise or conversion of performance and time-based restricted stock units. All units converted to common stock on a one-for-one basis according to the reported footnotes.

How many Darden (DRI) shares were withheld for Rajesh Vennam’s taxes and at what price?

A total of 5,153 shares of Darden common stock were withheld to satisfy tax obligations, valued at $196.3100 per share. These dispositions were reported under transaction code F, indicating payment of tax liability by withholding shares instead of an open-market sale.

Were Rajesh Vennam’s Darden (DRI) transactions open-market purchases or sales?

The filing shows no open-market purchases or sales. Reported activity reflects the conversion of performance and restricted stock units into common shares and the withholding of some of those shares to cover tax liabilities, rather than discretionary market trades.

What types of equity awards were involved in Darden (DRI) CFO Rajesh Vennam’s Form 4?

The transactions involved Performance Restricted Stock Units (FY23 and FY24) and Restricted Stock Units (FY24 Annual Grant). Footnotes state these units convert into common stock on a one-for-one basis, with one FY24 grant vesting in two equal annual installments beginning July 26, 2026.

Does the Darden (DRI) Form 4 indicate any remaining performance or restricted stock units for Rajesh Vennam?

One FY24 performance restricted stock unit grant shows 2,945 derivative shares remaining after the reported conversion. No other derivative positions are listed in the derivative holdings summary, so only this remaining balance appears in the reported data.
SEC Form 4
FORM 4UNITED 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 FLORIDA 32837

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
DARDEN RESTAURANTS INC [ DRI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/26/2026M2,945A$0(1)12,055.499(2)D
Common Stock07/26/2026M2,859A$0(3)14,914.499(2)D
Common Stock07/26/2026F1,126D$196.3113,788.499(2)D
Common Stock07/26/2026F1,159D$196.3112,629.499(2)D
Common Stock07/27/2026M7,286A$0(1)19,915.499(2)D
Common Stock07/27/2026F2,868D$196.3117,047.499(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Units (FY24)(1)07/26/2026M2,945 (4)07/26/2027Common Stock2,945$0.00002,945D
Restricted Stock Units (FY24 Annual Grant)(3)07/26/2026M2,85907/26/202607/26/2026Common Stock2,859$0.00000.0000D
Performance Restricted Stock Units (FY23)(1)07/27/2026M7,286 (5)07/27/2026Common Stock7,286$0.00000.0000D
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 26, 2026.
5. This grant vested in two equal annual installments beginning on July 26, 2026.
A. Noni Holmes-Kidd, Attorney-in-fact for Vennam, Rajesh07/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)