Form 4: Darden Restaurants SVP Controller Reports Routine Stock Transactions

John W. Madonna, SVP, Corporate Controller of Darden Restaurants Inc., reported the acquisition of common stock through restricted stock unit conversions and subsequent dispositions for tax withholding.

Summary

• John W. Madonna, SVP, Corporate Controller of Darden Restaurants Inc. (DRI), reported multiple transactions involving the company's common stock.
• On July 27, 2025, Madonna acquired 1,500 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 750 shares of common stock were acquired from the conversion of Restricted Stock Units (FY23 Annual Grant) at a price of $0.
• On July 28, 2025, 793 shares of common stock were acquired from the conversion of Performance Restricted Stock Units (FY22) at a price of $0.
• Concurrent with these acquisitions, Madonna disposed of shares for tax withholding purposes: 183 shares and 366 shares on July 27, 2025, and 194 shares on July 28, 2025, all at a price of $204.48 per share.
• Following these reported transactions, John W. Madonna's beneficial ownership of Darden Restaurants Inc. common stock stands at 9,555.599 shares.
• The reported beneficial ownership includes shares acquired through the Darden Restaurants, Inc. Employee Stock Purchase Plan and its dividend reinvestment feature.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While there are dispositions, they are for tax purposes related to RSU vesting, which is a routine event. The net effect is an increase in the executive's direct ownership through the vesting of equity awards, indicating continued alignment of interests with shareholders.

Positives

• Acquisition of 1,500 common shares from Performance Restricted Stock Units (FY23) on July 27, 2025, indicating vesting of long-term incentives.
• Acquisition of 750 common shares from Restricted Stock Units (FY23 Annual Grant) on July 27, 2025, reflecting routine equity compensation.
• Acquisition of 793 common shares from Performance Restricted Stock Units (FY22) on July 28, 2025, further increasing direct ownership.
• Continued significant beneficial ownership of 9,555.599 shares by a key executive, aligning management interests with shareholders.

Negatives

• Disposition of 183 shares, 366 shares, and 194 shares on July 27 and 28, 2025, respectively, at $204.48 per share, primarily for tax withholding purposes related to RSU vesting.

Future Outlook

The filing primarily details past and current insider transactions related to equity compensation and does not provide specific forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions, common across all publicly traded companies. It reflects the standard practice of executives receiving and vesting equity compensation, which is a common component of executive pay packages in the restaurant and hospitality industry.

Comparison to Industry Standards

• The vesting and conversion of Restricted Stock Units (RSUs) into common stock, followed by dispositions for tax withholding, is a standard practice for executive compensation across various industries, including the restaurant sector.
• The one-for-one conversion ratio of RSUs to common stock is typical for such equity awards.
• The inclusion of shares from an Employee Stock Purchase Plan and dividend reinvestment feature in beneficial ownership is also a common aspect of employee stock programs.

Related Party Transactions

• The reported transactions are insider dealings between a corporate officer (John W. Madonna) and the issuer (Darden Restaurants Inc.) related to equity compensation plans.

Stakeholder Impact

• Shareholders: Provides transparency into executive stock ownership and compensation, reinforcing alignment of interests.
• Employees: Demonstrates the company's ongoing use of equity compensation as part of its remuneration strategy.

Next Steps

• Future vesting schedules for remaining Performance Restricted Stock Units (FY23) will occur in annual installments beginning July 27, 2025.

Key Dates

Keywords

Darden Restaurants, DRI, SEC Form 4, Insider Trading, Stock Transactions, Restricted Stock Units, Equity Compensation, Corporate Controller, Beneficial Ownership