Darden Restaurants Inc SEC Filings

Darden Restaurants, Inc. (DRI) – Form 4 insider transaction filed 06/20/2025

Daniel J. Kiernan, President of Olive Garden, reported the vesting and conversion of performance-based restricted stock units (PSUs) on 06/17/2025.

• Direct award: 12,856 PSUs earned and converted to common stock, reflecting out-performance versus the relative TSR target originally set on 07/27/2022 (target 6,428; payout 200%).
• Indirect award (spouse): 428 PSUs earned and converted on the same terms.
• The grant will vest in two equal installments beginning 07/27/2025; shares were acquired at $0.00 cost.
• Following the transaction, Kiernan now holds 27,355.094 DRI shares directly and 146.7871 shares indirectly via 401(k) accounts, plus the newly earned 12,856 PSUs (direct) and 428 PSUs (indirect).

No open-market purchases or sales were disclosed; all changes stem from equity incentive plan vesting. The filing indicates continued insider alignment with shareholders through increased equity exposure but does not inject new cash into the company or signal valuation views.

Darden Restaurants, Inc. (DRI) – Form 4 insider transaction: Laura B. Williamson, President of LongHorn Steakhouse, reported the vesting and crediting of performance-based restricted stock units (PSUs) on 17 June 2025. The filing shows no open-market purchases or sales, but rather the conversion of previously granted PSUs that became earned after the Compensation Committee certified performance results.

• Equity awards earned: 1,714 PSUs (direct) and 686 PSUs (indirect via spouse) converted on a one-for-one basis into common stock at a zero exercise price. These awards stem from grants made on 27 July 2022 tied to relative total shareholder return measured through 25 May 2025.
• Vesting schedule: The earned shares will vest in two equal installments beginning 27 July 2025, subject to continued service.
• Post-transaction ownership: Williamson now holds 10,084.861 common shares directly, 908.6205 shares in a 401(k) plan, and 5,418.131 shares held by her spouse. Derivative holdings total 1,714 PSUs (direct) and 686 PSUs (indirect).

No shares were disposed of, and the transaction was not executed under a Rule 10b5-1 plan. The filing indicates that company performance exceeded the target level (doubling the original PSU awards), reflecting management’s alignment with shareholder returns, but it does not involve cash outlays or signal market-based buying or selling.

Form 4 highlights for Darden Restaurants, Inc. (DRI): Senior Vice President & Chief Supply Chain Officer Douglas J. Milanes reported an acquisition of 6,000 Performance Restricted Stock Units (PSUs) on 06/17/2025. The PSUs were earned at the conclusion of a performance cycle that began on 07/27/2022 and measured relative total shareholder return versus a defined peer group. The Compensation Committee determined the final payout at 200% of the 3,000-unit target, resulting in the 6,000-unit award.

The award converts one-for-one into DRI common shares and will vest in two equal annual installments beginning 07/27/2025. No shares were sold or disposed of. Following the transaction, Milanes directly owns 3,952.696 DRI common shares and 6,000 derivative securities (PSUs).

This filing reflects achievement of stretch performance goals rather than open-market buying or selling. It signals continued alignment between the executive’s compensation and Darden’s market performance but does not materially change the company’s share count.

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.