Darden (DRI) Form 4: Insider RSU Conversion, Small Spouse Sale

Rhea-AI Filing Summary

Darden Restaurants (DRI) – Form 4 filed 29 Jul 2025

Olive Garden President Daniel J. Kiernan converted previously granted equity awards into common stock on 27-28 Jul 2025. He received 6,428 FY23 performance RSUs, 3,214 FY23 annual-grant RSUs and 2,945 FY22 performance RSUs, creating 12,587 new shares. Mandatory tax-withholding sales (Code F) disposed of 1,265, 2,530 and 1,159 shares at $204.48, trimming the gross addition by 4,954 shares. After the activities, his direct beneficial holding rose to 34,988.094 shares, roughly 1,205 shares more than before the transactions. Indirect 401(k) holdings total 146.7221 shares.

Spousal accounts mirrored the vestings on a far smaller scale and ended with 242 shares after an 85-share discretionary sale at $203.91 on 29 Jul 2025 (Code S). All other sales were automatic to cover taxes. No options or other derivatives remain outstanding from the exercised awards. Net outcome: insider ownership increased modestly, with only a de-minimis open-market sale.

Positive

• Net increase of approximately 1,205 shares in the President’s direct ownership, reinforcing alignment with shareholders.

Negative

• Spouse executed an 85-share open-market sale at $203.91, though the dollar amount is immaterial.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; net addition of ~1.2k shares, negligible cash sale—no material signal.

The filing shows standard award vesting rather than discretionary trading. Kiernan’s direct stake expanded to ~35k shares, worth roughly $7.1 million at the reported prices, suggesting continued alignment with shareholders. Tax-withholding disposals are mechanically executed and therefore non-informative. The spouse’s 85-share sale (~$17k) is immaterial both in absolute and relative terms. With no open option exercises or large open-market sales, the transaction does not alter the investment thesis for DRI.

Corporate Governance Expert

TL;DR: Governance-neutral event; equity-based comp delivered, ownership rises, no red flags.

Kiernan’s RSU conversions align with Darden’s long-term incentive plan that vests over two years. The increase in share ownership supports pay-for-performance principles and improves executive-shareholder alignment. Automatic F-code sales are allowable under SEC Rule 16b and do not suggest opportunistic timing. The spouse’s minor sale does not raise policy concerns. Overall, the filing is governance-compliant and non-impactful.

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
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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^*

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)
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		6,428	A	$0(1)	33,783.094	D
Common Stock	07/27/2025		M		3,214	A	$0(2)	36,997.094	D
Common Stock	07/27/2025		F		1,265	D	$204.48	35,732.094	D
Common Stock	07/27/2025		F		2,530	D	$204.48	33,202.094	D
Common Stock	07/28/2025		M		2,945	A	$0(1)	36,147.094	D
Common Stock	07/28/2025		F		1,159	D	$204.48	34,988.094	D
Common Stock	07/27/2025		M		214	A	$0(1)	214	I	By Spouse
Common Stock	07/27/2025		M		107	A	$0(2)	321	I	By Spouse
Common Stock	07/27/2025		F		27	D	$204.48	294	I	By Spouse
Common Stock	07/27/2025		F		52	D	$204.48	242	I	By Spouse
Common Stock	07/28/2025		M		85	A	$0(3)	327	I	By Spouse
Common Stock	07/29/2025		S		85	D	$203.91	242	I	By Spouse
Common Stock								146.7221	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)	07/27/2025		M			6,428	(4)	07/27/2026	Common Stock	6,428	$0.0000	6,428	D
Restricted Stock Units (FY23 Annual Grant)	(2)	07/27/2025		M			3,214	07/27/2025	07/27/2025	Common Stock	3,214	$0.0000	0.0000	D
Performance Restricted Stock Units (FY22)	(1)	07/28/2025		M			2,945	(5)	07/28/2025	Common Stock	2,945	$0.0000	0.0000	D
Performance Restricted Stock Units (FY23)	(1)	07/27/2025		M			214	(4)	07/27/2026	Common Stock	214	$0.0000	214	I	By Spouse
Restricted Stock Units (FY23 Annual Grant)	(2)	07/27/2025		M			107	07/27/2025	07/27/2025	Common Stock	107	$0.0000	0.0000	I	By Spouse
Restricted Stock Units (DSU)	(3)	07/28/2025		M			85	(5)	07/28/2025	Common Stock	85	$0.0000	0.0000	I	By Spouse

Explanation of Responses:

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

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

3. Each restricted stock unit (Darden Stock Unit "DSU") is the economic equivalent of one share of DRI common stock. The restricted stock unit (DSU) becomes payable in cash upon vesting.

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 Kiernan, Daniel J.	07/29/2025
	** 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 President Daniel J. Kiernan acquire in this Form 4?

He converted 12,587 RSUs into common stock on 27-28 Jul 2025.

What was the net change in Kiernan’s direct DRI share ownership?

After tax-withholding sales, his direct holding increased by about 1,205 shares to 34,988.094.

Were the reported share sales discretionary?

No, the 1,265, 2,530, and 1,159-share sales were automatic tax-withholding (Code F). Only the spouse’s 85-share sale was discretionary.

At what price were shares sold to cover taxes?

Tax-withholding disposals were executed at $204.48 per share.

Does Kiernan still hold derivative securities after these transactions?

No, the RSUs reported were fully converted; no remaining derivative position was disclosed.