Cardenas Ricardo 4

What Happened

• Ricardo Cardenas, President & CEO and Director of Darden Restaurants (DRI), was awarded 23,249 performance-based restricted stock units (PSUs) on June 23, 2026. The Form 4 reports an acquisition of 23,249 shares at $0.00 (award/derivative), reflecting an earned PSU grant rather than a cash purchase.
• These PSUs convert into common stock on a one‑for‑one basis when they vest. The reported award reflects the Compensation Committee’s final performance determination for the period July 26, 2023 through May 31, 2026.

Key Details

• Transaction date and price: June 23, 2026; 23,249 PSUs @ $0.00 (award).
• Vesting: The grant vests in two equal annual installments beginning July 26, 2026.
• How PSUs were earned: Originally granted as target PSUs on July 26, 2023 (22,571 target PSUs); final performance results increased the earned amount to 23,249 PSUs.
• Conversion: PSUs convert to common stock on a one‑for‑one basis upon vesting.
• Shares owned after transaction: Not specified in the provided filing.
• Filing timeliness/remarks: Form filed June 25, 2026 for a June 23, 2026 award (appears timely). Remarks reference a POA file (cardenas2026poa.txt).
• Related plan notes: Includes references to the company’s Employee Stock Purchase Plan/dividend reinvestment feature in the footnotes.

Context

• This was an earned equity award tied to relative total shareholder return performance, not an open‑market purchase or sale. As a compensation award, it reflects pay tied to performance metrics; it does not indicate an immediate cash outlay by the insider.
• When PSUs vest and convert to shares, they may be subject to standard holding, tax‑withholding, or company trading‑policy rules before any sale.