Darden Restaurants (DRI) director takes FY26 fee in RSUs, gains shares

Rhea-AI Filing Summary

Darden Restaurants director Daryl Kenningham received a grant of 149 Restricted Stock Units as part of FY26 director compensation. These units settled immediately and were converted one-for-one into 149 shares of common stock at a price of $0.00 per share. Following the conversion, he directly owns 1,615 shares of Darden common stock.

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).

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^*

Kenningham Daryl

(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)
02/22/2026

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	02/22/2026		M		149	A	$0(1)	1,615	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (FY26 Director Compensation)(2)	(1)	02/22/2026		A		149(3)		02/22/2026	02/22/2026	Common Stock	149	$0.0000	149	D
Restricted Stock Units (FY26 Director Compensation)(2)	(1)	02/22/2026		M			149	02/22/2026	02/22/2026	Common Stock	149	$0.0000	0.0000	D

Explanation of Responses:

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

2. Includes FY26 director compensation.

3. The Reporting Person elected to take all of the quarterly cash retainer for serving as a director in the form of restricted stock units which settle immediately.

Remarks:

kenningham2025v2poa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Kenningham, Daryl A.	02/24/2026
	** 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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FAQ

What insider transaction did Daryl Kenningham report at Darden Restaurants (DRI)?

Daryl Kenningham reported receiving 149 Restricted Stock Units as FY26 director compensation, which immediately converted into 149 shares of common stock. This transaction reflects equity-based director pay rather than an open-market purchase or sale.

How many Darden Restaurants (DRI) shares does Daryl Kenningham own after this Form 4?

After the reported transactions, Daryl Kenningham directly owns 1,615 shares of Darden Restaurants common stock. This total reflects the immediate conversion of 149 Restricted Stock Units into common shares as part of his FY26 director compensation package.

Were the Darden Restaurants (DRI) Restricted Stock Units granted to Daryl Kenningham part of director compensation?

Yes. The 149 Restricted Stock Units are identified as FY26 director compensation. Footnotes state that Kenningham elected to receive his quarterly cash retainer for board service entirely in the form of Restricted Stock Units that settle immediately into common stock.

Did Daryl Kenningham buy or sell Darden Restaurants (DRI) shares on the open market?

No open-market buy or sell is reported. The Form 4 shows a grant of 149 Restricted Stock Units and their immediate conversion into 149 common shares at $0.00 per share, reflecting equity compensation rather than a market transaction.

What does the one-for-one conversion of Darden Restaurants (DRI) RSUs mean?

The footnotes explain that each Restricted Stock Unit converts into one share of Darden common stock. In this case, 149 RSUs converted into 149 common shares, matching the grant size exactly and clarifying how director equity awards translate into stock ownership.