Form 4: Darden Restaurants CEO Ricardo Cardenas Reports Executive Stock Vesting and Tax-Related Disposals

Darden Restaurants CEO Ricardo Cardenas reported the acquisition of common stock through the vesting of restricted stock units and the subsequent disposal of shares for tax withholding purposes.

Summary

• Ricardo Cardenas, President and CEO of Darden Restaurants Inc. (DRI), reported multiple transactions involving Darden common stock, all conducted pursuant to a Rule 10b5-1(c) plan.
• On July 27, 2025, Cardenas acquired 21,426 shares of common stock from the conversion of Performance Restricted Stock Units (FY23) at a price of $0.
• Also on July 27, 2025, an additional 10,713 shares of common stock were acquired from the conversion of Restricted Stock Units (FY23 Annual Grant) at a price of $0.
• To cover tax obligations related to these vestings, 4,216 shares and 8,432 shares were disposed of on July 27, 2025, at a price of $204.48 per share.
• On July 28, 2025, Cardenas acquired 4,982 shares of common stock from the conversion of Performance Restricted Stock Units (FY22) at a price of $0.
• An additional 1,961 shares were disposed of on July 28, 2025, at a price of $204.48 per share for tax withholding.
• Following these transactions, Cardenas's direct beneficial ownership of Darden common stock is 81,442.249 shares.
• The reported beneficial ownership includes shares acquired through the Darden Restaurants, Inc. Employee Stock Purchase Plan and its dividend reinvestment feature.

Sentiment

Score: 7

Explanation: The transactions primarily reflect the routine vesting of executive compensation and subsequent tax-related disposals. The net effect is an increase in shares held from vesting, offset by tax sales, but the overall beneficial ownership remains substantial. The acquisition of shares through vesting is a positive sign of compensation realization.

Positives

• Acquisition of 37,121 shares of common stock through the vesting of restricted stock units, indicating the realization of executive compensation and continued equity stake in the company.
• The vesting of Performance Restricted Stock Units (FY23 and FY22) suggests the achievement of performance targets or time-based vesting conditions, reflecting positively on past company performance.

Negatives

• Disposal of 14,609 shares of common stock at $204.48 per share for tax withholding purposes, which reduces direct ownership, though this is a standard practice for RSU vesting.

Future Outlook

The filing indicates the future vesting of the second installment of FY23 Performance Restricted Stock Units on July 27, 2026.

Industry Context

This filing is specific to an individual executive's stock transactions and does not provide broader insights into industry trends or competitive landscape.

Stakeholder Impact

• Shareholders: The transactions represent a routine part of executive compensation. The disposal of shares for tax purposes is a standard procedure and is generally not significant enough to materially impact the share price. The continued substantial ownership by the CEO aligns management's interests with shareholders.

Next Steps

• Vesting of the second installment of FY23 Performance Restricted Stock Units is expected on July 27, 2026.

Key Dates

Keywords

Darden Restaurants, DRI, Ricardo Cardenas, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Executive Compensation, Common Stock, Rule 10b5-1