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Darden Restaurants (NYSE: DRI) SVP settles 5,138 stock units, withholds shares

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

Douglas J. Milanes, SVP and Chief Supply Chain Officer of Darden Restaurants, settled 5,138 performance and restricted stock units into common stock on July 26–27, 2026. In connection with these vestings, 1,183 shares were withheld for tax or exercise obligations at $196.31 per share, and 427 shares were otherwise disposed at the same price.

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Insider Milanes Douglas J.
Role SVP, Chief Supply Chain Ofcr
Type Security Shares Price Value
Exercise Performance Restricted Stock Units (FY23) F1, F5 3,000 $0.00 $0.00
Exercise Common Stock F1, F2 3,000 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F2 768 $196.31 $151K
Exercise Performance Restricted Stock Units (FY24) F1, F4 1,085 $0.00 $0.00
Exercise Restricted Stock Units (FY24 Annual Grant) F3 1,053 $0.00 $0.00
Exercise Common Stock F1, F2 1,085 $0.00 $0.00
Exercise Common Stock F3, F2 1,053 $0.00 $0.00
Exercise Price or Tax Liability Common Stock F2 415 $196.31 $81K
Exercise Common Stock F2 427 $196.31 $84K
Holdings After Transaction: Performance Restricted Stock Units (FY24) — 1,086 shares (Direct); Restricted Stock Units (FY24 Annual Grant) — 0 shares (Direct); Performance Restricted Stock Units (FY23) — 0 shares (Direct); Common Stock — 3,834.171 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 27, 2025.
Total units settled 5,138 units Aggregate performance and restricted stock units converted into common stock
FY23 Performance RSUs converted 3,000 units Performance Restricted Stock Units (FY23) converted into common stock on July 27, 2026
FY24 Performance RSUs converted 1,085 units Performance Restricted Stock Units (FY24) converted into common stock on July 26, 2026
FY24 RSUs converted 1,053 units Restricted Stock Units (FY24 Annual Grant) converted into common stock on July 26, 2026
Shares withheld for tax/exercise 1,183 shares Common shares withheld to pay exercise price or tax liability (code F transactions)
Withholding/share price $196.31 per share Per-share value used for 1,183 withheld shares and 427 additional disposed shares
Additional shares disposed 427 shares Common shares disposed in connection with derivative conversions at $196.31 per share
Performance Restricted Stock Units financial
"Performance restricted stock units convert into common stock on a one-for-one basis."
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."

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FAQ

What insider stock activity did Darden Restaurants (DRI) report for Douglas J. Milanes?

Douglas J. Milanes reported settling 5,138 performance and restricted stock units into Darden Restaurants common stock. The transactions occurred on July 26–27, 2026, reflecting the vesting and conversion of FY23 and FY24 stock-based awards into directly held shares.

How many Darden Restaurants (DRI) shares were withheld for tax or exercise obligations?

A total of 1,183 shares of Darden Restaurants common stock were withheld to satisfy tax or exercise obligations. These shares were recorded under code F transactions at a per-share price of $196.31, tied to the vesting and conversion of equity awards.

Which equity awards were involved in the Darden (DRI) insider transactions?

The transactions involved Performance Restricted Stock Units (FY23 and FY24) and Restricted Stock Units (FY24 Annual Grant). These units converted into Darden Restaurants common stock on a one-for-one basis as they vested according to their respective award schedules.

Were any Darden Restaurants (DRI) shares disposed outside of tax withholding?

Yes. In addition to tax- or exercise-related withholding, 427 shares of Darden Restaurants common stock were disposed in connection with the derivative conversions. This disposal was reported at $196.31 per share under transaction code M with a disposition flag.

Did Douglas J. Milanes use a Rule 10b5-1 plan for these Darden (DRI) transactions?

The filing’s Rule 10b5-1 checkbox was not marked as an affirming plan. The transactions are reported directly as equity award vestings, conversions, and related share withholdings, without being designated as executed under a pre-arranged trading plan.
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*
Milanes Douglas J.

(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, Chief Supply Chain Ofcr
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 Stock07/26/2026M1,085A$0(1)1,391.171(2)D
Common Stock07/26/2026M1,053A$0(3)2,444.171(2)D
Common Stock07/26/2026F415D$196.312,029.171(2)D
Common Stock07/26/2026M427D$196.311,602.171(2)D
Common Stock07/27/2026M3,000A$0(1)4,602.171(2)D
Common Stock07/27/2026F768D$196.313,834.171(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)07/26/2026M1,085 (4)07/26/2027Common Stock1,085$0.00001,086D
Restricted Stock Units (FY24 Annual Grant)(3)07/26/2026M1,05307/26/202607/26/2026Common Stock1,053$0.00000.0000D
Performance Restricted Stock Units (FY23)(1)07/27/2026M3,000 (5)07/27/2026Common Stock3,000$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 27, 2025.
A. Noni Holmes-Kidd, Attorney-in-fact for Milanes, Douglas J.07/29/2026
** 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)