Madonna John W. 4

What Happened

John W. Madonna, Senior Vice President and Corporate Controller of Darden Restaurants (DRI), was granted 1,394 performance-based restricted stock units (PSUs) on June 23, 2026. The Form 4 reports the acquisition as an award (transaction code A) at $0.00 per share (no cash paid). The Compensation Committee determined final performance results and certified 1,394 PSUs as earned under the applicable award agreement.

Key Details

• Transaction date: June 23, 2026; filing date: June 25, 2026 (timely filing).
• Instrument: 1,394 PSUs (derivative award), reported price $0.00; value listed as $0 on the Form 4.
• Conversion: PSUs convert to common stock on a one-for-one basis when settled (per footnote).
• Vesting: The award vests in two equal annual installments beginning July 26, 2026.
• Background: The original target award was granted July 26, 2023; final earned units reflect the performance period through May 31, 2026.
• Remarks on the filing: "madonna2026poa.txt" noted on the Form 4.

Context

This is a performance-based equity award (not an open-market purchase or sale). PSUs award future shares contingent on performance; they are derivative grants that will convert into common stock if/when settled. Such awards are routine compensation for executives and do not represent an immediate cash transaction.