Darden Restaurants Inc SEC Filings

Form 4 overview: On 06/17/2025 Darden Restaurants, Inc. (DRI) President, SRG, Melvin John Martin reported earning 11,998 performance restricted stock units (PSUs) that were originally granted on 07/27/2022 with a 5,999-unit target. The 200% payout confirms above-target relative total shareholder return over the 07/27/2022–05/25/2025 performance period. Each PSU converts one-for-one into common stock and will vest in two equal annual installments beginning 07/27/2025, expiring 07/27/2026.

Post-transaction holdings stand at 12,695.095 directly held DRI shares plus 11,998 derivative PSUs. No open-market purchase or sale occurred and the award carries a $0.00 exercise price, so immediate cash impact is nil.

The filing signals continued equity alignment between management and shareholders, but because it is an equity award rather than a sale or purchase it has limited near-term market impact.

Form 4 highlight: Darden Restaurants, Inc. (DRI) Senior Vice President & Corporate Controller John W. Madonna reported an equity award on 06/17/2025.

Derivative award: The Compensation Committee certified performance results for a July 27 2022 grant, causing 3,000 performance restricted stock units (PSUs) to be earned versus a 1,500-unit target. Each PSU converts one-for-one into common stock at an exercise price of $0.00. The grant vests in two equal annual tranches beginning 07/27/2025 and carries a stated expiration of 07/27/2026.

Ownership change: Madonna’s direct derivative holdings rise to 3,000 PSUs, while his direct common-stock position remains 7,227.247 shares, a balance that includes purchases and dividend reinvestment through the Employee Stock Purchase Plan. No open-market purchases or sales were disclosed.

Investor context: The transaction is classified as code “A” (award) and therefore does not signal insider sentiment the way open-market activity might. Share dilution is de-minimis for a company of Darden’s size, but the filing confirms that management met or exceeded relative total-shareholder-return hurdles, modestly reinforcing alignment between executive incentives and shareholder value.

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.

Form 4 snapshot

On 06/17/2025, Darden Restaurants, Inc. (DRI) disclosed that Senior Vice President & Chief People Officer Sarah H. King earned 7,714 performance-restricted stock units (PSUs). The award originated from a 07/27/2022 grant of 3,857 target PSUs linked to relative total-shareholder-return (TSR) over the 07/27/2022-05/25/2025 performance window. Above-target TSR doubled the payout, as confirmed by the Compensation Committee.

The PSUs convert to common stock on a 1-for-1 basis at a $0 exercise price. They vest in two equal tranches beginning 07/27/2025 and expiring 07/27/2026, providing a retention incentive through FY26. No open-market purchase or sale occurred, and no Rule 10b5-1 plan was cited.

Following the transaction, King directly owns 7,714 derivative securities (unvested PSUs) and 570.16 shares of common stock accumulated through the Employee Stock Purchase Plan and associated dividend reinvestments. The filing reflects routine equity compensation; it does not materially alter DRI’s share count or indicate insider sentiment.

The Form 4 filing discloses that Susan M. Connelly, Senior Vice President & Chief Communications and Public Affairs Officer of Darden Restaurants, Inc. (DRI), recorded an equity award-related transaction on 17 June 2025.

Key details:

• Derivative award earned: 4,286 Performance Restricted Stock Units (PSUs) converted on a one-for-one basis into common stock after the Compensation Committee finalized FY23 relative-TSR results.
• Target vs. payout: The original grant on 27 July 2022 contemplated 2,143 target PSUs; strong performance doubled the payout to 4,286 units.
• Vesting schedule: The earned shares vest in two equal installments beginning 27 July 2025 and fully vesting by 27 July 2026.
• Price paid: $0.0000 per share (equity award; no open-market purchase or sale).
• Post-transaction ownership: 4,601.998 common shares held directly, plus 4,286 derivative shares (PSUs) now beneficially owned.

No shares were sold; the filing solely reflects the earning and crediting of performance-based equity. The award size is modest relative to Darden’s ~125 million shares outstanding, implying <0.01 % dilution, and therefore the transaction is considered routine from a capital-structure standpoint. However, the above-target payout signals that Darden’s total shareholder return outperformed its peer group for the FY23 performance period.

Darden Restaurants, Inc. (DRI) – Form 4 filing dated 06/20/2025

The filing discloses changes in the beneficial ownership of President & CEO Ricardo Cardenas as of the transaction date 06/17/2025.

• Performance RSUs earned: 42,852 Performance Restricted Stock Units (PSUs) from the FY23 award were earned (transaction code “A”) after the Compensation Committee certified relative TSR results. The original target of 21,426 units (granted 07/27/2022) vested at 200 % of target.
• Vesting schedule: The earned PSUs convert one-for-one into common stock and will vest in two equal tranches beginning 07/27/2025, with full vesting by 07/27/2026.
• Current ownership: Following the award, Cardenas reports 58,901.897 shares held directly, plus the newly earned 42,852 PSUs reported in Table II.
• Form I (non-derivative): No open-market purchases or sales were reported; the common-stock line only updates post-award totals.

No cash was paid for the units (exercise price $0.0000), and the transaction was conducted under normal equity-compensation provisions, not under a Rule 10b5-1 trading plan.

Investor takeaway: The filing reflects compensation-related share issuance rather than discretionary buying or selling. It modestly increases insider alignment but introduces incremental dilution typical of equity awards.

Form 4 overview – Darden Restaurants, Inc. (DRI)

On 06/17/2025, President of Business Development Todd Burrowes reported the vesting outcome of a FY-23 performance-based equity award. The Compensation Committee certified results for the 07/27/2022 PSU grant tied to relative total shareholder return, resulting in 11,998 Performance Restricted Stock Units (PSUs) being earned, double the original 5,999 target. These units convert one-for-one into common stock and will vest in two equal annual tranches beginning 07/27/2025. No open-market purchases or sales of common shares were disclosed.

Following the transaction Mr. Burrowes owns 46,326.616 DRI common shares directly and 11,998 unvested PSUs (derivative securities). The award carries no exercise price and was granted at $0.00, implying no immediate cash outflow by the insider but potential future dilution for shareholders when settled in equity.

The filing signals that Darden’s relative TSR performance exceeded threshold and target levels for the measurement period, unlocking the maximum 200 % payout. While incremental dilution is immaterial (≈0.01 % of shares outstanding), the certification highlights management’s ability to outperform its peer group during the performance cycle.

Form 4 overview: On 06/17/2025, Darden Restaurants, Inc. (ticker: DRI) reported that its Senior Vice President & General Counsel, Matthew R. Broad, earned 9,428 performance-restricted stock units (PSUs). The award stems from a grant originally made on 07/27/2022 for 4,714 target PSUs tied to relative total shareholder return; the Compensation Committee certified final results at 200 % of target, doubling the payout. Each PSU converts one-for-one into common stock, carries a $0.00 exercise price, and will vest in two equal annual instalments beginning 07/27/2025, fully vesting by 07/27/2026.

The filing lists 14,367.233 shares of common stock currently held directly by the insider, reflecting prior holdings plus shares accumulated through the employee stock-purchase plan and dividend reinvestment. No open-market purchases or sales were executed, and no Rule 10b5-1 trading plan was indicated. From an ownership perspective, the transaction marginally increases insider alignment but represents an immaterial 0.01 % of DRI’s ~121 million outstanding shares, implying negligible dilution. As the grant arises from previously disclosed equity-compensation agreements, the event is considered routine and carries limited market impact.

Darden Restaurants, Inc. (NYSE: DRI) filed an 8-K on 20 June 2025 disclosing two material events.

1. Financial & capital-allocation update (Item 2.02)
The company furnished a news release (Exhibit 99.1) announcing its fiscal 2025 Q4 and full-year results. While specific figures are contained in the exhibit rather than the 8-K body, management highlighted three shareholder-friendly actions:

• Quarterly dividend increased (exact amount not stated in the filing).
• New US$1 billion share-repurchase program authorised, replacing prior authorisations.
• Initial fiscal 2026 outlook to be discussed on the accompanying earnings call; slide deck to be posted on the investor-relations website.

2. Leadership transition (Item 5.02)
Dan Kiernan, President of Olive Garden, will retire effective 31 August 2025. The Board appointed John Wilkerson (currently President, Cheddar’s Scratch Kitchen) as President-elect, Olive Garden, effective 23 June 2025 and full President effective 1 September 2025. Wilkerson and Kiernan will work together through the transition period to ensure operational continuity.

Investor take-away: The filing combines a capital-return announcement—typically viewed favourably by shareholders—with an internally sourced leadership change at the company’s largest brand. The absence of detailed financial metrics within the filing limits immediate quantitative analysis, but the dividend hike and sizeable buyback suggest confidence in cash-flow generation entering fiscal 2026.