[Form 4] Darden Restaurants, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Darden Restaurants, Inc. (DRI) – Form 4 insider filing discloses that Senior Vice-President & Chief Financial Officer Rajesh Vennam earned additional equity under a previously granted performance award.

On 17 June 2025, the Compensation Committee certified results for the FY-23 Performance Restricted Stock Unit (PSU) grant originally issued on 27 July 2022. Based on relative total-shareholder-return performance, the award paid out at 200 % of target, increasing Mr. Vennam’s holdings by 14,570 PSUs (one common share per unit). The grant will vest in two equal annual tranches beginning 27 July 2025; no cash was exchanged (exercise price $0.00).

After the transaction Mr. Vennam reports:

• 10,335.158 shares of DRI common stock held directly (includes ESPP purchases and dividend reinvestment).
• 14,570 derivative PSUs held directly, subject to time-based vesting.

No open-market purchases or sales were recorded, and there is no change in total direct share ownership beyond routine equity-plan accrual. The filing signals that Darden exceeded its relative TSR hurdle, but because the shares arise from pre-existing compensation agreements rather than discretionary buying, investor impact is generally neutral.

Positive

• 200 % PSU payout confirms Darden outperformed its relative TSR benchmark for FY-23, indicating strong shareholder returns.
• CFO equity stake increases, further aligning executive interests with investors and supporting pay-for-performance governance.

Negative

• None.

Insights

Financial Analyst

TL;DR: Performance PSUs doubled; CFO now holds 14,570 new units—positive signal on TSR, but routine equity plan, limited market impact.

The award reflects Darden’s relative TSR outperformance for the 2022-2025 measurement window, resulting in a 200 % payout (14,570 vs. 7,285 target). While this confirms that management met aggressive goals, the shares were earned rather than bought. No cash flowed and float dilution is immaterial because the shares were already reserved under the 2022 plan. Investors may view the outcome favorably as evidence of value creation, yet pricing implications should be modest given the filing’s predictable, non-discretionary nature.

Corporate Governance Specialist

TL;DR: Governance-aligned compensation trigger; indicates pay-for-performance is functioning, neutral for valuation.

The Committee’s certification and subsequent Form 4 filing demonstrate transparent adherence to Darden’s equity-compensation framework. The vesting schedule—a two-year, equal-installment cadence—adds retention value while deferring full liquidity. Because the award was contingent on outperforming a peer group, the disclosure underscores a functioning pay-for-performance link. However, the lack of open-market buying limits any immediate bullish inference. Overall, governance practices appear sound, but the event is operational rather than catalytic.

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
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 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)
	SVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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								10,335.158(1)	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
Performance Restricted Stock Units (FY23)(2)	(3)	06/17/2025		A		14,570(4)		(5)	07/27/2026	Common Stock	14,570	$0.0000	14,570	D

Explanation of Responses:

1. Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan.

2. On July 27, 2022, the Reporting Person was awarded 7,285 target performance restricted stock units (PSUs) subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 27, 2022 through May 25, 2025.

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

4. On June 17, 2025, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 14,570 PSUs being earned in accordance with the provisions of the applicable award agreement.

5. This grant vests in two equal annual installments beginning on July 27, 2025.

Remarks:

vennampoa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Vennam, Rajesh	06/20/2025
	** 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 Darden (DRI) PSUs did CFO Rajesh Vennam earn on 17 June 2025?

He earned 14,570 performance restricted stock units after the Compensation Committee certified results.

What performance metric triggered the PSU payout for DRI’s CFO?

The metric was relative total shareholder return versus a selected comparison group from 27 July 2022 to 25 May 2025.

When will the newly earned DRI PSUs vest?

The award vests in two equal annual installments beginning on 27 July 2025.

Did the CFO buy or sell Darden shares on the open market?

No. The filing shows an equity award acquisition under the company’s compensation plan; no open-market transactions occurred.

What is the CFO’s total direct common-stock holding after this filing?

Mr. Vennam directly holds 10,335.158 DRI shares post-transaction.