Darden (DRI) Form 4: Director Timothy Wilmott awarded 886 RSUs

Rhea-AI Filing Summary

Timothy J. Wilmott, a director of Darden Restaurants, reported receipt of restricted stock units as his FY26 director annual grant. The Form 4 shows an award of 886 Restricted Stock Units (RSUs) granted on 09/17/2025. The RSUs convert one-for-one into common stock and carry a $0.0000 per‑unit price. The RSUs vest on the earlier of one year from grant or the next annual meeting of shareholders, and the director has a one‑time option to defer settlement until termination from the board. Following the grant, Mr. Wilmott beneficially owns 27,094 shares indirectly through a trust.

Positive

• 886 RSUs granted to director as FY26 annual grant on 09/17/2025
• RSUs convert one-for-one into common stock, aligning director compensation with shareholders
• Director beneficially owns 27,094 shares indirectly via trust following the grant

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation in RSUs aligns outside director pay with shareholder interests.

The Form 4 documents a standard annual director equity grant of 886 RSUs to a sitting director, with customary vesting tied to time and the next annual meeting and a deferral option upon board exit. This is a common governance practice to link director incentives to long‑term shareholder value. The filing also clarifies that Mr. Wilmott holds 27,094 shares indirectly via trust, which is relevant to his overall alignment but no change in voting control is indicated.

Securities Analyst

TL;DR: Transaction is a non‑derivative director RSU grant; immaterial in size relative to outstanding shares.

The report classifies the award as non‑derivative Restricted Stock Units converting one‑for‑one into common shares and lists the grant price as $0.0000, consistent with compensation grants rather than market purchases. The filing reports the post‑transaction beneficial ownership amount (27,094 shares indirectly), but contains no information about share count impact or any sale/exercise activity. No exercise dates or expirations apply to the RSUs beyond vesting triggers.

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

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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^*

WILMOTT TIMOTHY 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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								27,094	I	By Trust

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
Restricted Stock Units (FY26 Director Annual Grant)	(1)	09/17/2025		A		886		(2)	(2)	Common Stock	886	$0.0000	886	D

Explanation of Responses:

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

2. The RSUs vest on the first to occur of one year from date of grant and the date of the next annual meeting of shareholders. The director has a one time option to defer settlement until their termination from the board.

	A. Noni Holmes-Kidd, Attorney-in-fact for Wilmott, Timothy J.	09/19/2025
	** 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.
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.

FAQ

What did DRI director Timothy J. Wilmott receive on 09/17/2025?

He received 886 Restricted Stock Units (RSUs) as the FY26 director annual grant.

When do the RSUs granted to the DRI director vest?

They vest on the earlier of one year from the grant date or the date of the next annual meeting of shareholders.

How do the RSUs convert into Darden common stock?

The RSUs convert into common stock on a one-for-one basis and the grant price is listed as $0.0000.

Does Timothy J. Wilmott already own DRI shares?

Yes, the Form 4 reports he beneficially owns 27,094 shares indirectly through a trust after the reported transaction.

Is there an option to defer settlement of the RSUs?

Yes, the director has a one-time option to defer settlement until termination from the board.