DRI Form 4: Director Wilmott Acquires 158 Restricted Stock Units

Rhea-AI Filing Summary

Reporting person: Timothy J. Wilmott, a director of Darden Restaurants, Inc. (DRI). Transaction: On 08/24/2025 Wilmott was credited with 158 restricted stock units (RSUs) that convert one-for-one into common shares. The RSUs were granted as an election to take quarterly cash retainer in RSUs, with vested shares deliverable upon termination of director service. Following the reported transactions, Wilmott beneficially owns 27,094 shares indirectly (by trust) and 5,681 shares directly, with the 158 RSUs underlying additional common stock. The filing was signed by attorney-in-fact Noni Holmes-Kidd on 08/26/2025.

Positive

• Director alignment with shareholders: Wilmott elected to receive compensation as RSUs, which aligns his economic interests with long-term shareholder value
• Clear disclosure: Form 4 provides explicit counts of RSUs and post-transaction beneficial ownership (158 RSUs; 27,094 indirect; 5,681 direct)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation election into RSUs increases indirect and direct beneficial ownership modestly; not a material change to control.

Wilmott elected to receive his quarterly cash retainer as restricted stock units, a common governance practice that aligns director interests with shareholders without immediate dilution. The grant totaled 158 RSUs exercisable one-for-one into common shares and will be delivered upon termination of service, indicating these are deferred, retention-focused awards. Reported beneficial ownership after the grant is 27,094 shares indirectly and 5,681 shares directly; these levels are typical for non-executive directors and do not reflect option exercises, open-market purchases, or sales.

Securities Analyst

TL;DR: The Form 4 documents a standard director compensation election; transaction is administrative with limited investor impact.

The transaction code and details show acquisition of RSUs (Transaction Code A) at $0.00 price, consistent with compensation awards rather than market trades. The structure—RSUs delivered upon termination—means no immediate increase in voting shares. Beneficial ownership totals are disclosed explicitly: 27,094 indirect and 5,681 direct shares. No sales, option exercises, or changes suggesting liquidity events are reported.

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

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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^*

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)
08/24/2025

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 (FY19 Director Compensation)(1)	(2)	08/24/2025		A		158		(3)	(3)	Common Stock	158	$0.0000	5,681	D

Explanation of Responses:

1. Includes FY19, FY20, FY21, FY22, FY23, FY24, FY25, and FY26 director compensation.

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

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 for which vested shares will be delivered to the Reporting Person upon the Reporting Person's termination of service as a director.

Remarks:

wilmottpoa.txt

	A. Noni Holmes-Kidd, Attorney-in-fact for Wilmott, Timothy J.	08/26/2025
	** 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

Who filed the Form 4 for Darden Restaurants (DRI)?

The Form 4 was filed on behalf of Timothy J. Wilmott, a director of Darden Restaurants.

What transaction is reported in the DRI Form 4 for Timothy Wilmott?

The report discloses acquisition of 158 restricted stock units (RSUs) elected in lieu of quarterly cash retainer on 08/24/2025.

How many DRI shares does Wilmott beneficially own after the transaction?

Following the reported transaction, Wilmott beneficially owns 27,094 shares indirectly (by trust) and 5,681 shares directly.

Are the RSUs deliverable immediately and do they carry a purchase price?

The RSUs convert one-for-one into common stock and are deliverable upon the reporting person's termination of director service; the reported price is $0.00, consistent with compensation awards.

Who signed the Form 4?

The Form 4 was signed by Noni Holmes-Kidd, attorney-in-fact for Timothy J. Wilmott, dated 08/26/2025.