Darden (DRI) SVP John W. Madonna Converts RSUs; Shares Sold

What Happened

• John W. Madonna, SVP and Corporate Controller of Darden Restaurants (DRI), had restricted/ performance stock units convert into 2,874 shares (697 + 677 on 7/26; 1,500 on 7/27) at $0 exercise price (derivative conversion).
• To satisfy tax withholding related to the vesting/conversion, Madonna surrendered (disposed) 701 shares (165, 170 and 366) at $196.31 per share, generating approximately $137,613 in withholding proceeds.
• These transactions reflect vesting/conversion and tax-withholding (routine administrative actions), not an open-market sale for investment purposes.

Key Details

• Transaction dates: July 26–27, 2026. Filing date: July 29, 2026.
• Acquired: 2,874 shares via conversion (code M) at $0.00 (per footnotes, RSUs/PSUs convert one-for-one).
• Disposed for tax withholding: 701 shares (code F) at $196.31 — total ~ $137,613 (165 → $32,391; 170 → $33,373; 366 → $71,849).
• Footnotes: F1 = performance RSUs convert 1-for-1; F3 = restricted stock units convert 1-for-1; F4/F5 describe vesting schedules for the grants.
• Shares owned after the transactions are not specified in the provided excerpt of the filing.
• Filing timeliness: filing date is 7/29/2026 for transactions on 7/26–7/27/2026; the filing does not indicate a late-report flag in the provided details.

Context

• These were conversions of granted RSUs/PSUs (no cash exercise price) with shares withheld/surrendered to cover taxes — a common, administrative outcome of vesting. This is not the same as an open-market sale and should not be interpreted as a discretionary sale signal.