Form 4: Darden Restaurants SVP General Counsel Reports Routine Stock Transactions

Darden Restaurants' SVP General Counsel, Matthew R. Broad, reported the acquisition of common stock through the conversion of restricted stock units and subsequent sales for tax withholding purposes.

Summary

• Matthew R. Broad, SVP General Counsel of Darden Restaurants Inc. (DRI), reported multiple transactions involving the company's common stock.
• On July 27, 2025, Broad acquired 4,714 shares of common stock from the conversion of Performance Restricted Stock Units (FY23) and 2,357 shares from the conversion of Restricted Stock Units (FY23 Annual Grant), both at a price of $0.
• On the same day, Broad disposed of 928 shares and 1,855 shares of common stock at a price of $204.48 per share to cover tax withholding obligations.
• On July 28, 2025, Broad acquired an additional 2,265 shares of common stock from the conversion of Performance Restricted Stock Units (FY22) at a price of $0.
• Also on July 28, 2025, Broad disposed of 892 shares of common stock at a price of $204.48 per share for tax withholding.
• Following these transactions, Broad's direct beneficial ownership of Darden Restaurants common stock is 20,056.585 shares.
• The reported beneficial ownership includes shares acquired through the Darden Restaurants, Inc. Employee Stock Purchase Plan and its dividend reinvestment feature.
• All reported transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: The filing is neutral as it reports routine insider transactions related to equity compensation, which are expected and do not indicate any significant positive or negative operational or financial developments for the company.

Positives

• Conversion of restricted stock units indicates the vesting of previously granted equity compensation, reflecting the achievement of performance or time-based conditions.
• The acquisition of shares at a $0 cost basis through RSU conversion represents a non-cash gain for the executive.

Negatives

• Sales of common stock were conducted to cover tax withholding obligations, which is a common practice for vested equity awards and not inherently negative.

Future Outlook

NA

Industry Context

This filing is a routine disclosure of insider stock transactions for Darden Restaurants, a major player in the casual dining industry. Such compensation-related transactions are common across publicly traded companies, particularly for senior executives receiving equity awards.

Comparison to Industry Standards

• The transactions reflect standard equity compensation practices, where restricted stock units vest and are converted into common stock, with a portion often sold to cover tax liabilities.
• This aligns with typical executive compensation structures observed in large restaurant and hospitality companies like McDonald's, Starbucks, or Yum! Brands, where equity incentives are a significant component of executive pay.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine compensation-related transactions. The increase in outstanding shares from RSU conversion is typically accounted for in dilution calculations.
• Employees: No direct impact on general employees, but reflects the company's executive compensation structure.

Next Steps

• The FY23 Performance Restricted Stock Units grant will vest in a second equal annual installment beginning on July 27, 2025, with an expiration date of July 27, 2026.

Key Dates

Keywords

Darden Restaurants, DRI, SEC Form 4, Insider Trading, Stock Transactions, Restricted Stock Units, Equity Compensation, Matthew R. Broad, SVP General Counsel, Rule 10b5-1 Plan