Form 4: Darden Restaurants Officer Reports Future Stock Vesting and Tax Withholding

Susan M. Connelly, SVP, Chief Communications & Public Affairs Officer at Darden Restaurants, reported future acquisitions of common stock through RSU conversions and corresponding dispositions for tax withholding purposes, effective July 27 and 28, 2025.

Summary

• Susan M. Connelly, SVP, Chief Communications & Public Affairs Officer for Darden Restaurants Inc. (DRI), reported changes in her beneficial ownership of common stock.
• On July 27, 2025, 2,142 shares of common stock were acquired through the conversion of Performance Restricted Stock Units (FY23) at a $0 price, increasing beneficial ownership to 6,772.35 shares.
• Also on July 27, 2025, an additional 1,071 shares of common stock were acquired through the conversion of Restricted Stock Units (FY23 Annual Grant) at a $0 price, bringing beneficial ownership to 7,843.35 shares.
• To cover tax obligations on July 27, 2025, 422 shares and 843 shares of common stock were disposed of at a price of $204.48 per share, reducing beneficial ownership to 7,421.35 shares and then 6,578.35 shares, respectively.
• On July 28, 2025, 1,133 shares of common stock were acquired through the conversion of Performance Restricted Stock Units (FY22) at a $0 price, increasing beneficial ownership to 7,711.35 shares.
• To cover tax obligations on July 28, 2025, 446 shares of common stock were disposed of at a price of $204.48 per share, resulting in a final reported beneficial ownership of 7,265.35 shares.
• All restricted stock units convert into common stock on a one-for-one basis.
• Beneficial ownership figures include shares acquired through the Darden Restaurants, Inc. Employee Stock Purchase Plan and its dividend reinvestment feature.

Sentiment

Score: 5

Explanation: The filing details routine vesting and tax-related dispositions of shares, which are standard compensation events and do not indicate a significant change in company outlook or insider sentiment. The future dates are unusual for a Form 4, but the transactions themselves are expected.

Positives

• Acquisition of 2,142 shares of common stock from Performance Restricted Stock Units (FY23) vesting on July 27, 2025.
• Acquisition of 1,071 shares of common stock from Restricted Stock Units (FY23 Annual Grant) vesting on July 27, 2025.
• Acquisition of 1,133 shares of common stock from Performance Restricted Stock Units (FY22) vesting on July 28, 2025.

Negatives

• Disposition of 422 shares of common stock on July 27, 2025, at $204.48 per share for tax withholding.
• Disposition of 843 shares of common stock on July 27, 2025, at $204.48 per share for tax withholding.
• Disposition of 446 shares of common stock on July 28, 2025, at $204.48 per share for tax withholding.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders are impacted by the transparency of insider ownership changes, which are standard disclosures for executive compensation.

Next Steps

• The FY23 Performance Restricted Stock Units grant is scheduled to vest in two equal annual installments, with the first installment occurring on July 27, 2025, implying a future installment on July 27, 2026.

Key Dates

Keywords

Darden Restaurants, DRI, Susan M. Connelly, SEC Form 4, Insider Trading, Stock Vesting, Restricted Stock Units, RSU, Tax Withholding, Beneficial Ownership