Darden Restaurants (DRI) 10-K risk factor changes: FY2024 vs FY2023

We have experienced and continue to experience [added: higher than normal] inflationary conditions with respect to most or all of these costs during fiscal [removed: 2023.][added: 2024.]

We are also subject to the general risks of [removed: inflation.][added: inflation and its impact on the macroeconomic environment.]

Many states and localities are also passing laws regulating employment practices and working [removed: conditions] [added: conditions,] which could have a material adverse effect on our labor costs in those areas.

Certain economic and business factors and their impacts on the restaurant industry and other general macroeconomic [removed: factors] [added: factors,] including unemployment, energy prices and interest rates that are largely beyond our control may adversely affect consumer behavior and our results of operations.

Our business results depend on a number of industry-specific and general economic factors, many of which are beyond our [removed: control.][added: control, and may adversely affect consumer behavior and our results of operations.]

General economic conditions, including slow global recovery from [removed: the] economic [removed: downturns related to the COVID-19 pandemic,] [added: downturns,] geopolitical conditions and uncertainty about the strength or pace of economic recovery, have also adversely affected our results of operations and may continue to do so.

Economic recession, a protracted economic slowdown, a worsening economy, increased unemployment, increased [added: inflation, increased] energy prices, rising interest rates, a downgrade of the U.S. government’s long-term credit rating, imposition of retaliatory tariffs on important U.S. imports and exports or other industry-wide cost pressures have affected and can continue to affect consumer behavior and spending for restaurant dining occasions and lead to a decline in sales and earnings.

In addition, if gasoline, natural gas, electricity and other energy costs remain at the current elevated levels or increase further, and credit card, home mortgage and other borrowing costs increase with rising interest rates, our guests may have lower disposable income and [removed: reduce the frequency of their dining occasions, may spend less on each dining occasion or may choose more inexpensive restaurants.]

Furthermore, we cannot predict the effects that actual or threatened armed conflicts, including the ongoing armed [removed: conflict] [added: conflicts] in the [removed: Ukraine,] [added: Ukraine and the Middle East,] terrorist attacks, efforts to combat terrorism, heightened security requirements, or a failure to protect information systems for critical infrastructure, such as the electrical grid and telecommunications systems, could have on our operations, the economy or consumer confidence generally.

Maintaining adequate staffing in our existing restaurants and hiring and training staff for our new restaurants requires precise workforce planning which has been complicated by the tight labor market in the United States and [removed: on] [added: by the dynamics of changing] consumer preferences.

An inability to adequately monitor and proactively respond to team member dissatisfaction could lead to poor guest satisfaction, higher turnover, litigation and [removed: unionization] [added: unionization,] which could jeopardize our ability to meet our growth targets or impact our results of operations.

These increased costs could, in turn, lead us to increase our menu [removed: prices] [added: prices,] which could [added: negatively] impact our sales.

The dollar amount of claims that we [removed: actually] experience under our workers’ compensation and general liability insurance, for which we carry high per-claim deductibles, may also increase at any time, thereby further increasing our costs.

For example, public concern over avian flu may cause fear about the consumption of chicken, eggs and other products derived from [removed: poultry.][added: poultry, and the inability to serve poultry-based products would restrict our ability to provide a variety of menu items to our guests.]

[added: If a virus is transmitted by human contact or respiratory] transmission, our employees or guests could become infected, or could choose, or be advised, to avoid gathering in public places, any of which could adversely affect our restaurant guest traffic and our ability to adequately staff our restaurants, receive deliveries on a timely basis or perform functions at the corporate level.

Even with strong preventative interventions and controls, food safety issues could be caused at the source or by food suppliers or distributors and, as a result, [added: may] be out of our control and require prompt action to mitigate impact.

In addition, we must effectively respond to changing guest expectations and new technological [removed: developments.][added: developments and if we fail to implement emerging technologies as quickly and efficiently as our competitors, we may lose guests or employees.]

[removed: Disruptions,] [added: As technology continues to play an increasing role in our guests’ experiences, disruptions,] failures or other performance issues with guest facing technology systems could impair the benefits that they provide to our business and negatively affect our relationship with our guests.

The failure of these systems to operate effectively, problems with transitioning to upgraded or replacement systems, [removed: a material network breach in the security of these systems as a result of a cyber attack, phishing attack, ransomware attack] or any other failure to maintain a continuous and secure cyber network could result in substantial harm or inconvenience to the Company, our team members or guests.

This could include the theft of our intellectual property, trade secrets or sensitive [added: personal or] financial information.

Any such failures or [removed: disruptions] [added: disruptions, whether caused by system failures or threat actors attempting to infiltrate our systems,] may cause delays in guest service, reduce efficiency in our operations, require significant capital investments to remediate the problem, result in customer, employee or advertiser dissatisfaction or otherwise result in negative publicity that could harm our reputation.

Complying with [added: existing and] newly developed laws and regulations, which are subject to change and uncertain interpretations and may be inconsistent from jurisdiction to jurisdiction, may lead to a decline in guest engagement or cause us to incur substantial costs or modifications to our operations or business practices to comply.

In addition, if our security and information systems are compromised as a result of data corruption or loss, [removed: cyber attack] [added: cyber-attack] or a network security incident, or if our employees or vendors fail to comply with these laws and regulations or fail to meet industry standards and this information is obtained by unauthorized [added: persons or used inappropriately, it could result in liabilities and penalties and could damage our reputation, cause interruption of normal business performance, cause us to incur substantial costs and result in a loss of customer confidence, which could adversely affect our results of operations and financial condition.]

Risks Relating to the Acquisition [added: and Integration] of [removed: Ruth’s][added: Chuy’s Holdings]

The inability to successfully integrate [removed: Ruth’s Chris Steak House] [added: the Chuy’s operations] into our business could harm our ability to achieve the sales growth, cost savings and other benefits we expect to be able to realize in the [removed: Ruth’s Chris Steak House] [added: Chuy’s] operations.

[removed: Our] [added: After the completion of the Chuy’s Merger, our] integration of the [removed: Ruth’s Chris Steak House] [added: Chuy’s] business into our operations [removed: is] [added: will be] a [removed: complex] [added: complex, costly] and time-consuming process that may not be successful.

The primary areas of focus for successfully combining the business of [removed: Ruth’s Chris Steak House] [added: Chuy’s] with our operations may include, among others: retaining and integrating management and other key [removed: employees and franchisees;] [added: employees;] integrating information, communications and other systems; and managing the growth of the combined company.

Even if we successfully integrate the business of [removed: Ruth’s Chris Steak House] [added: Chuy’s] into our operations, there can be no assurance that we will realize the anticipated benefits.

We [removed: acquired Ruth’s Chris Steak House with the expectation] [added: expect] that the [removed: acquisition would] [added: Chuy’s Merger will] result in various benefits for the combined company including, among others, business and growth opportunities and significant synergies from increased efficiency in purchasing, distribution and other restaurant and corporate support.

Increased competition and/or deterioration in business conditions may limit [added: or delay] our ability to expand this business.

As such, we may not be able to realize the synergies, goodwill, business opportunities and growth prospects anticipated in connection with the [removed: acquisition.][added: Chuy’s Merger.]

We are subject to a number of risks relating to public policy changes and federal, state and local regulation of our business, including in the areas of environmental matters, minimum wage, employee benefit regulations, unionization, menu labeling, immigration requirements and taxes, and an insufficient or ineffective response to legislation or government regulation may [added: adversely] impact our cost structure, operational efficiencies and talent availability.

Legislative, regulatory or other efforts to combat climate change or other environmental concerns could result in future increases in the cost of raw materials, taxes, [added: compliance, risk management,] transportation and utilities, which could decrease our operating profits and necessitate future investments in facilities and equipment.

Failure to comply with the laws and regulatory requirements of federal, state and local authorities could result in, among other things, revocation of required licenses, [removed: administrative enforcement actions, fines and civil and criminal liability.]

We face intense competition, and if we have an insufficient [added: strategy or] focus on competition and the consumer landscape, our business, financial condition and results of operations could be adversely affected.

During periods of high public health risk such as [added: during] the COVID-19 pandemic, many consumers choose to order food To Go or for delivery rather than dining in at full-service restaurants.

These initiatives may not be successful, and pose a variety of other risks, as discussed above under the heading: [removed: “Our] [added: *“Our] inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could have a material adverse impact on our [removed: business.”][added: business.”*]

As of May [removed: 28, 2023, 1,839] [added: 26, 2024, 1,952] of our [removed: 1,914] [added: 2,031] restaurants operating in the United States and Canada operate in leased locations and the leases are generally non-cancellable for some period of time.

Supply chain disruptions have increased some of our costs and limited the availability of certain products for our restaurants [added: in the past] and may continue to do so.

restaurant and other expenses when we close, relocate or remodel existing [removed: restaurants.][added: restaurants and we have experienced higher than usual costs and expenses in recent years.]

reduce the frequency of their dining occasions, may spend less on each dining occasion or may choose more inexpensive food options.

Social media has dramatically increased the speed with which negative publicity, including actual or perceived food safety incidents, is disseminated before there is any meaningful opportunity to investigate, respond to and address an issue.

From time-to-time, we and our third party service providers and suppliers experience unauthorized attempts to infiltrate and interrupt information systems.

To date, interruptions of these information systems as a result of unauthorized infiltration attempts have not had a material impact on our operations.

However, because technology is increasingly complex and cyber-attacks are increasingly sophisticated and more frequent, there can be no assurance that such incidents will not have a material adverse effect on us in the future.

For example, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our and our service providers’ and key suppliers’ cybersecurity risks.

Unauthorized access, theft, use, destruction or other compromises are becoming increasingly sophisticated and may occur through a variety of methods, including attacks using malicious code, vulnerabilities in software, hardware or other infrastructure (including systems used by our supply chain), system misconfigurations, phishing or social engineering.

Failure of our or our service providers’ information systems to function as intended, or cyber-attacks or security breaches, could result in loss of revenue, assets, personal data, intellectual property, trade secrets or other sensitive and confidential data, violation of applicable privacy and data security laws, reputational harm to the companies and their brands, operational disruptions, legal challenges and significant remediation and other costs, all of which could have a material adverse effect on our business.

Such security breaches also could result in a violation of applicable U.S. and international privacy, cyber and other laws or trigger data breach notification laws, including new disclosure rules promulgated by the SEC, and subject us to private third party or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability.

As information security laws and regulations change and cyber risks evolve, we may be required to make significant capital investments and other expenditures to comply with new legal requirements, investigate security incidents, remedy cybersecurity issues, recuperate lost data, prevent future compromises and adapt systems and practices to react to the changing threat environment.

The complexity of these privacy and data protection laws may result in significant costs arising from compliance and from any non-compliance, whether or not due to our negligence, and could affect our brand reputation and our results of operations.

We have and expect to continue to have significant expenses arising from compliance with these regulatory regimes due to changes in the techniques and sophistication used to conduct cyber-attacks and breaches.

The failure to complete our acquisition of Chuy’s Holdings in a timely fashion, or at all, may adversely affect our business and our stock price.

Consummation of our planned acquisition of Chuy’s Holdings (the “Chuy’s Merger”) is subject to the satisfaction or waiver of customary closing conditions, including (i) the affirmative vote of a majority of the outstanding shares of Chuy’s Holdings common stock in favor of the Chuy’s Merger, (ii) the absence of an order or law prohibiting the Chuy’s Merger or making consummation of the Chuy’s Merger illegal or otherwise prohibited, (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and (iv) the absence of a material adverse effect with respect to either us or Chuy’s Holdings.

There can be no assurance that these or other closing conditions will be satisfied in a timely manner or at all.

Any delay in completing the acquisition could cause us not to realize some or all of the anticipated benefits when expected, if at all.

If the Chuy’s Merger is not completed, our stock price could decline to the extent it reflects an assumption that we will complete the acquisition.

Furthermore, if the Chuy’s Merger is not completed, we may suffer other consequences that could

adversely affect our business, results of operations and stock price, including incurring significant acquisition costs that we would be unable to recover, negative publicity and a negative impression of us in the investment community.

administrative enforcement actions, fines and civil and criminal liability.

Furthermore, delivery aggregators and food delivery services provide consumers with convenient access to a broad range of competing restaurant chains and food retailers, particularly in urbanized areas, and may form a closer relationship with our customers and increase costs to us.

We may be unable to successfully respond to changing consumer preferences, including with respect to new technologies and alternative methods of engaging with our brands, like delivery.

In addition, online platforms and aggregators may direct potential customers to other options based on paid placements, online reviews or other factors.

Environmental, Social, and Governance (ESG) matters, including those related to climate change and inclusion and diversity matters, our reporting of such matters, or sustainability ratings could negatively impact our business, results of operations and financial condition.

ESG related matters have received increased focus recently from investors, employees, ratings agencies, governmental agencies and other stakeholders.

From time to time, we may publish statements relating to our commitment to responsible business, including commitments relating to greenhouse gas emissions.

Such statements reflect the Company’s current plans and aspirations at the time they are made, and should not be construed as guarantees or that we will be able to achieve them.

Our failure to adequately update, accomplish or accurately track and report on these commitments on a timely basis, or at all, could adversely affect our reputation, financial performance and growth, and expose us to increased scrutiny from the investment community, special interest groups and enforcement authorities.

In addition, as an “anti-ESG” sentiment exists among some individuals and government institutions, we may also face scrutiny, reputational risk, lawsuits or market access restrictions from these parties regarding our ESG initiatives.

Additionally, we may face increased scrutiny related to any third party sustainability ratings we receive, which could adversely affect our reputation, business, and results of operations.

Reputational value is also based on perceptions, and broad access to social media makes it easy for anyone to provide public feedback that can influence perceptions of us, our brands, and our properties, and it may be difficult to control or effectively manage negative publicity, regardless of whether it is accurate.

While reputations may take decades to build, negative incidents can quickly erode trust and confidence, particularly if they result in adverse mainstream and social media publicity, governmental investigations, proceedings or penalties, or litigation.

Negative publicity also may result from health concerns including food safety and flu or virus outbreaks, publication of government or industry findings concerning food products, environmental disasters, crime

The inability to serve poultry-based products would restrict our ability to provide a variety of menu items to our guests.

If a virus is transmitted by human contact or respiratory

As information security laws and regulations change and cyber risks evolve, we may incur additional costs to ensure we remain in compliance and protect guest, employee and Company information.

persons or used inappropriately, it could result in liabilities and penalties and could damage our reputation, cause interruption of normal business performance, cause us to incur substantial costs and result in a loss of customer confidence, which could adversely affect our results of operations and financial condition.

On June 14, 2023, we completed our acquisition of Ruth’s, owner, operator and franchisor of Ruth’s Chris Steak House restaurants.

Changes in these rules or their interpretation or

Fiscal [removed: 2023,] [added: 2024,] which ended May [removed: 28, 2023,] [added: 26, 2024,] and fiscal [removed: 2022,] [added: 2023,] which ended May [removed: 29, 2022,] [added: 28, 2023,] each consisted of 52 weeks.

At May [removed: 28, 2023,] [added: 26, 2024,] we [added: owned and] operated [removed: 1,914] [added: 2,031] restaurants through subsidiaries in the United States and Canada under the Olive Garden®, LongHorn Steakhouse®, Cheddar’s Scratch Kitchen®, Yard House®, [added: Ruth’s Chris Steak House® (Ruth’s Chris),] The Capital Grille®, Seasons 52®, Bahama Breeze®, Eddie V’s Prime [removed: Seafood®,] [added: Seafood® (Eddie V’s)] and The Capital Burger® trademarks.

We own and operate all of our restaurants in the United States and Canada, except for 2 joint venture restaurants managed by [added: us, 4 restaurants managed by] us [added: under contractual agreements] and [removed: 34] [added: 85] franchised restaurants.

We also have [removed: 35] [added: 61] franchised restaurants in operation located in [added: Canada,] Latin America, [removed: Asia,] the [removed: Middle East] [added: Caribbean, Asia] and the [removed: Caribbean.][added: Middle East.]

Fiscal [removed: 2023] [added: 2024] Financial Highlights

- Total sales increased [removed: 8.9] [added: 8.6] percent to [removed: $10.49] [added: $11.39] billion in fiscal [removed: 2023] [added: 2024] from [removed: $9.63] [added: $10.49] billion in fiscal [removed: 2022] [added: 2023] driven by a blended same-restaurant sales increase of [removed: 6.8] [added: 1.6] percent and sales from [removed: 47] [added: the addition of 80] net [added: company-owned Ruth's Chris restaurants and 37 other net] new restaurants.

- Reported diluted net earnings per share from continuing operations increased to [removed: $8.00] [added: $8.53] in fiscal [removed: 2023] [added: 2024] from [removed: $7.40] [added: $8.00] in fiscal [removed: 2022,] [added: 2023,] a [removed: 8.1] [added: 6.6] percent increase.

- Net earnings from continuing operations increased to [removed: $983.5 million] [added: $1.03 billion] in fiscal [removed: 2023] [added: 2024] from [removed: $954.7] [added: $983.5] million in fiscal [removed: 2022,] [added: 2023,] a [removed: 3.0] [added: 4.8] percent increase.

- Net loss from discontinued operations [removed: decreased] [added: increased] to [removed: $1.6] [added: $2.9] million [removed: ($0.01] [added: ($0.02] per diluted share) in fiscal [removed: 2023,] [added: 2024,] from [removed: $1.9] [added: $1.6] million ($0.01 per diluted share) in fiscal [removed: 2022.][added: 2023.]

When combined with results from continuing operations, our diluted net earnings per share was [removed: $7.99] [added: $8.51] for fiscal [removed: 2023] [added: 2024] and [removed: $7.39] [added: $7.99] for fiscal [removed: 2022.][added: 2023.]

We expect fiscal [removed: 2024] [added: 2025] sales from continuing operations to increase between [removed: 9.5] [added: 3.5] percent and [removed: 10.5] [added: 4.5] percent, driven by [removed: the addition of the Ruth’s Chris Steak House restaurants to our portfolio, Darden] same-restaurant sales growth [added: (1)] of [removed: 2.5] [added: 1.0] percent to [removed: 3.5] [added: 2.0] percent, and sales from [removed: approximately] [added: 45 to] 50 new restaurant openings.

In fiscal [removed: 2024,] [added: 2025,] we expect our annual effective tax rate to be [removed: 12 percent to 12.5] [added: 13] percent and we expect capital expenditures incurred to build new restaurants, remodel and maintain existing restaurants and technology initiatives to be between $550 million and $600 million.

RESULTS OF OPERATIONS FOR FISCAL [removed: 2023] [added: 2024] AND [removed: 2022][added: 2023]

All information is derived from the consolidated statements of earnings for the fiscal years ended May [removed: 28, 2023] [added: 26, 2024] and May [removed: 29, 2022:][added: 28, 2023:]

| (in millions) | | | May [removed: 28, 2023] [added: 26, 2024] | | | | | | May [removed: 29, 2022] [added: 28, 2023] | | | | | | [removed: 2023] [added: 2024] v. [removed: 2022] [added: 2023] | | | | | | | | |

| Food and beverage | | | [removed: 3,355.9] [added: 3,523.9] | | | | | | [removed: 2,943.6] [added: 3,355.9] | | | | | | [removed: 14.0%] [added: 5.0%] | | | | | | | | |

| Restaurant labor | | | [removed: 3,346.3] [added: 3,619.3] | | | | | | [removed: 3,108.8] [added: 3,346.3] | | | | | | [removed: 7.6%] [added: 8.2%] | | | | | | | | |

| Restaurant expenses | | | [removed: 1,702.2] [added: 1,836.6] | | | | | | [removed: 1,582.6] [added: 1,702.2] | | | | | | [removed: 7.6%] [added: 7.9%] | | | | | | | | |

| Marketing expenses | | | [removed: 118.3] [added: 144.5] | | | | | | [removed: 93.2] [added: 118.3] | | | | | | [removed: 26.9%] [added: 22.1%] | | | | | | | | |

| General and administrative expenses | | | [removed: 386.1] [added: 479.2] | | | | | | [removed: 373.2] [added: 386.1] | | | | | | [removed: 3.5%] [added: 24.1%] | | | | | | | | |

| Depreciation and amortization | | | [removed: 387.8] [added: 459.9] | | | | | | [removed: 368.4] [added: 387.8] | | | | | | [removed: 5.3%] [added: 18.6%] | | | | | | | | |

| Impairments and disposal of assets, net | | | [removed: (10.6)] [added: 12.4] | | | | | | [removed: (2.0)] [added: (10.6)] | | | | | | NM | | | | | | | | |

| Total operating costs and expenses | | | $ | [removed: 9,286.0] [added: 10,075.8] | | | | | $ | [removed: 8,467.8] [added: 9,286.0] | | | | | [removed: 9.7%] [added: 8.5%] | | | | | | | | |

| Operating income | | | $ | [removed: 1,201.8] [added: 1,314.2] | | | | | $ | [removed: 1,162.2] [added: 1,201.8] | | | | | [removed: 3.4%] [added: 9.4%] | | | | | | | | |

| Interest, net | | | [removed: 81.3] [added: 138.7] | | | | | | [removed: 68.7] [added: 81.3] | | | | | | [removed: 18.3%] [added: 70.6%] | | | | | | | | |

| Earnings before income taxes | | | $ | [removed: 1,120.5] [added: 1,175.5] | | | | | $ | [removed: 1,093.5] [added: 1,120.5] | | | | | [removed: 2.5%] [added: 4.9%] | | | | | | | | |

| Income tax expense [removed: (1)] | | | [removed: 137.0 | | | | | | 138.8 | | | | | | (1.3)%] [added: 1.3] | | | | | | [added: 1.3] | | |

| Earnings from continuing operations | | | $ | [removed: 983.5] [added: 1,030.5] | | | | | $ | [removed: 954.7] [added: 983.5] | | | | | [removed: 3.0%] [added: 4.8%] | | | | | | | | |

| Losses from discontinued operations, net of tax | | | [removed: (1.6)] [added: (2.9)] | | | | | | [removed: (1.9)] [added: (1.6)] | | | | | | [removed: (15.8)%] [added: 81.3%] | | | | | | | | |

| Net earnings | | | $ | [removed: 981.9] [added: 1,027.6] | | | | | $ | [removed: 952.8] [added: 981.9] | | | | | [removed: 3.1%] [added: 4.7%] | | | | | | | | |

| (1) Effective tax rate | | | [removed: 12.2] [added: 12.3] | | % | | | | [removed: 12.7] [added: 12.2] | | % | | | | | | | | | | | | |

The following table details the number of company-owned restaurants currently reported in continuing operations, compared with the number open at the end of fiscal [removed: 2022:][added: 2023:]

| | | | | | | May [removed: 28, 2023] [added: 26, 2024] | | | | | | May [removed: 29, 2022] [added: 28, 2023] | | |

| Olive Garden | | | | | | [removed: 905] [added: 920] | | | | | | [removed: 884] [added: 905] | | |

| LongHorn Steakhouse | | | | | | [removed: 562] [added: 575] | | | | | | [removed: 546] [added: 562] | | |

| Cheddar’s Scratch Kitchen | | | | | | [removed: 180] [added: 181] | | | | | | [removed: 172] [added: 180] | | |

| Yard House | | | | | | [removed: 86] [added: 88] | | | | | | [removed: 85] [added: 86] | | |

| The Capital Grille | | | | | | [removed: 62] [added: 66] | | | | | | 62 | | |

| Seasons 52 | | | | | | 44 | | | | | | [removed: 45] [added: 44] | | |

| Bahama Breeze | | | | | | [removed: 42] [added: 43] | | | | | | 42 | | |

On June 14, 2023, we acquired 100 percent of the equity interest of Ruth’s Chris for $724.6 million in total consideration.

As a result of the acquisition and related integration efforts, we incurred expenses of $51.8 million ($42.1 million, net of tax) during the twelve months ended May 26, 2024.

As of May 26, 2024, all Ruth’s Chris operations have been fully integrated into Darden’s operations.

On July 17, 2024, we entered into an agreement to acquire all of the outstanding shares of Chuy’s Holdings, Inc.(Chuy’s Holdings), a Delaware corporation, for $37.50 per share in an all-cash transaction with an enterprise value of approximately $605 million.

Chuy’s Holdings is the owner and operator of restaurants under the Chuy’s Fine Tex-Mex ® (Chuy’s) trademark.

The transaction has been approved by our Board of Directors and is subject to the satisfaction of customary closing conditions, including, among others, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

The acquisition is expected to be completed in the second quarter of fiscal 2025 and will be funded through one or more new debt issuances.

The impacts of the planned acquisition of Chuy’s have not been included in our fiscal 2025 outlook below.

(1) Excludes Ruth’s Chris as they will not be owned and operated by Darden for a 16-month period at the

beginning of fiscal 2025.

| Sales | | | $ | 11,390.0 | | | | | $ | 10,487.8 | | | | | 8.6% | | | | | | | | |

| Income tax expense (1) | | | 145.0 | | | | | | 137.0 | | | | | | 5.8% | | | | | | | | |

| Ruth’s Chris | | | | | | 80 | | | | | | — | | |

| Olive Garden | | | $ | 5,067.0 | | | | | $ | 4,877.8 | | | | | 3.9 | | % | | | | 1.6 | | % | | | | $ | 5.6 | | | | | $ | 5.5 | |

| Fine Dining | | | $ | 1,291.5 | | | | | $ | 830.8 | | | | | 55.5 | | % | | | | (2.4) | | % | | | | $ | 7.6 | | | | | $ | 9.2 | |

| Other Business | | | $ | 2,225.3 | | | | | $ | 2,166.9 | | | | | 2.7 | | % | | | | (0.7) | | % | | | | $ | 6.0 | | | | | $ | 6.0 | |

| | | | $ | 11,390.0 | | | | | $ | 10,487.8 | | | | | | | | | | | | | | | | | | | | | | | | | |

Fine Dining’s sales increase for fiscal 2024 was driven by the acquisition of Ruth’s Chris, offset by same-restaurant sales decreases.

- Impairments and disposal of assets, net increased as a percent of sales primarily due to restaurant closures, sale of properties and write offs of acquired Ruth’s Chris assets.

tax (CAMT) on adjusted financial statement income.

During fiscal 2024, we elected to perform a qualitative assessment for our annual review of goodwill and trademarks to determine whether or not indicators of impairment exist.

In considering the qualitative approach related to goodwill, we evaluated

factors including, but not limited to, macro-economic conditions, market and industry conditions, commodity cost fluctuations, competitive environment, share price performance, results of prior impairment tests, operational stability, the overall financial performance of the reporting units and the impacts of discount rates.

As it relates to trademarks, we evaluate similar factors from the goodwill assessment, in addition to impacts of royalty rates.

As a result of the qualitative assessment, no indicators of impairment were identified, and no additional indicators of impairment were identified through the end of our fourth fiscal quarter that would require us to test further for impairment.

We evaluate the useful lives of our other intangible assets to determine if they are definite or indefinite-lived.

A determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, legislative action that results in an uncertain or changing regulatory environment and expected changes in distribution channels), the level of required maintenance expenditures and the expected lives of other related groups of assets.

The Revolving Credit Agreement replaced our prior $1.0 billion Revolving Credit Agreement (Prior Revolving Credit Agreement), dated as of September 10, 2021, and the Prior Revolving Credit Agreement was terminated concurrently with our entry into the Revolving Credit Agreement.

As of May 26, 2024, $86.8 million of commercial paper was outstanding in addition to $0.6 million of letters of credit outstanding, which were both backed by this facility.

After consideration of commercial paper and letters of credit backed by the Revolving Credit Agreement, as of May 26, 2024, we had $1.16 billion of credit available under the Revolving Credit Agreement.

The $600 million outstanding under the Term Loan was subsequently paid in full on October 10, 2023 with the $500 million proceeds from our 2033 Notes (as defined and discussed below) along with $100 million from cash on hand.

The Term Loan was terminated on October 10, 2023 in connection with its payment in full and no amounts remain outstanding.

On October 10, 2023, the Company issued $500 million aggregate principal amount of our 6.300 percent Senior Notes due 2033 (the 2033 Notes) pursuant to the provisions of the Underwriting Agreement, dated October 4, 2023 (Underwriting Agreement), among the Company and BofA Securities, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

The 2033 Notes were issued under the Company’s Indenture, dated as of January 1, 1996 (Base Indenture), between the Company and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association, successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association), as trustee (Base Trustee), as amended and supplemented by the Second Supplemental Indenture, dated as of October 4, 2023 (Second Supplemental Indenture), among the Company, the Base Trustee and U.S. Bank Trust Company, National Association, as successor trustee with respect to the 2033 Notes.

The 2033 Notes will mature on October 10, 2033.

Interest on the 2033 Notes will be paid semiannually in arrears on April 10 and October 10 of each year, commencing on April 10, 2024, to holders of record on the preceding March 26 or September 25, as the case may be.

- $500.0 million of unsecured 6.300 percent senior notes due October 2033;

| Long-term debt (1) | | | | | | $ | 2,229.4 | | | | | $ | 73.1 | | | | | $ | 646.2 | | | | | $ | 107.7 | | | | | $ | 1,402.4 | |

| Leases (2) | | | | | | 3,029.7 | | | | | | 484.4 | | | | | | 917.6 | | | | | | 723.2 | | | | | | 904.5 | | |

| Purchase obligations (3) | | | | | | 577.6 | | | | | | 552.7 | | | | | | 24.9 | | | | | | — | | | | | | — | | |

COVID-19 Pandemic and Other Impacts to our Operating Environment

During fiscal 2022, increases in the number of cases of COVID-19 throughout the United States including the Omicron variant which significantly impacted our restaurants in the third quarter, subjected some of our restaurants to COVID-19-related restrictions such as mask and/or vaccine requirements for team members, guests or both.

Along with COVID-19, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation on wages and other cost of goods sold; these events further impacted the availability of team members needed to staff our restaurants and caused additional disruptions in our product supply chain.

The ongoing efforts to recover from the effects of the COVID-19 pandemic and its variants, along with other geopolitical and macroeconomic events, could impact our restaurants through wage inflation, staffing challenges, product cost inflation and disruptions in the supply chain that impact our restaurants’ ability to obtain the products needed to support their operations.

On June 14, 2023, we completed our acquisition of Ruth’s, a Delaware corporation, for $21.50 per share in cash.

Ruth’s is the owner, operator and franchisor of Ruth’s Chris Steak House restaurants.

| Sales | | | $ | 10,487.8 | | | | | $ | 9,630.0 | | | | | 8.9% | | | | | | | | |

| | | | | | | | | | | | | | | |

| Olive Garden | | | $ | 4,877.8 | | | | | $ | 4,503.9 | | | | | 8.3 | | % | | | | 6.7 | | % | | | | $ | 5.5 | | | | | $ | 5.1 | |

| Fine Dining | | | $ | 830.8 | | | | | $ | 776.2 | | | | | 7.0 | | % | | | | 5.7 | | % | | | | $ | 9.2 | | | | | $ | 8.8 | |

| Other Business | | | $ | 2,166.9 | | | | | $ | 1,975.6 | | | | | 9.7 | | % | | | | 7.0 | | % | | | | $ | 6.0 | | | | | $ | 5.7 | |

| | | | $ | 10,487.8 | | | | | $ | 9,630.0 | | | | | | | | | | | | | | | | | | | | | | | | | |

Other Business’s sales increase for fiscal 2023 was driven by a same-restaurant sales increase combined with revenue from new restaurants.

| Income tax expense (benefit) | | | 1.3 | | | | | | 1.4 | | |

- Impairments and disposal of assets, net decreased as a percent of sales primarily due to gains recognized on the sale of five properties.

We estimate the fair value of each reporting unit using the best information available, including market information (also referred to as the market approach) and discounted cash flow projections (also referred to as the income approach).

A market approach estimates fair value by applying sales or cash flow multiples to the reporting unit’s operating performance.

The multiples are derived from observable market data of comparable publicly traded companies with similar operating and investment characteristics of the reporting units.

The income approach uses a reporting unit’s projection of estimated operating cash flows which are based on a combination of historical and current trends, organic growth expectations, and residual growth rate assumptions.

These cash flows are discounted using a weighted-average cost of capital (WACC) that reflects current market conditions.

We recognize a goodwill impairment loss when the fair value of the reporting unit is less than its carrying value.

We estimate the fair value of trademarks using the relief-from-royalty method, which requires assumptions related to projected sales from the reporting unit’s projection of estimated operating cash flows; assumed royalty rates that could be payable

if we did not own the trademarks; and a discount rate based on an adjusted estimated WACC for each business unit.

We recognize an impairment loss when the estimated fair value of the trademark is less than its carrying value.

We performed our annual impairment test of our goodwill and trademarks as of February 27, 2023 which was the first day of our fiscal 2023 fourth quarter.

As of February 27, 2023, no impairment of goodwill or trademarks was indicated based on our testing.

The Revolving Credit Agreement replaced our prior $750.0 million revolving credit agreement, dated as of October 27, 2017 and amended as of March 25, 2020.

Effective May 31, 2023, we entered into an amendment to the Revolving Credit Agreement (the “Amendment”.) Pursuant to the terms of the Amendment, the Company, the administrative agent and the lenders have agreed to replace the LIBOR-based interest rate applicable to borrowings under the Credit Agreement with a Term SOFR-based interest rate in advance of the cessation of LIBOR, and make certain other conforming changes.

All other material terms and conditions of the Credit Agreement were unchanged.

Effective May 31, 2023, loans under the Revolving Credit Agreement bear interest at a rate of (a) Term SOFR (which is defined, for the applicable interest period, as the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such interest period with a term equivalent to such interest period) plus a Term SOFR adjustment of 0.10 percent plus the relevant margin determined by reference to a ratings-based pricing grid (Applicable Margin), or (b) the base rate (which is defined as the highest of the BOA prime rate, the Federal Funds rate plus 0.500 percent, and the Term SOFR plus 1.00 percent) plus the relevant Applicable Margin.

Assuming a “BBB” equivalent credit rating level, the Applicable Margin under the Revolving Credit Agreement will be 1.00 percent for Term SOFR loans and 0.00 percent for base rate loans.

The Term Loan Agreement provided for a single borrowing on any business day up to 90 days after May 31, 2023, and matures on the third anniversary of the funding date thereunder, June 14, 2023.

On June 14, 2023, we completed the acquisition of Ruth’s.

| Long-term debt (1) | | | | | | $ | 1,471.7 | | | | | $ | 41.6 | | | | | $ | 83.2 | | | | | $ | 563.9 | | | | | $ | 783.0 | |

| Leases (2) | | | | | | 3,039.1 | | | | | | 441.3 | | | | | | 836.6 | | | | | | 720.6 | | | | | | 1,040.6 | | |

| Purchase obligations (3) | | | | | | 697.7 | | | | | | 654.7 | | | | | | 41.1 | | | | | | 1.9 | | | | | | — | | |

| Benefit obligations (4) | | | | | | 383.7 | | | | | | 32.5 | | | | | | 68.3 | | | | | | 73.2 | | | | | | 209.7 | | |

| Unrecognized income tax benefits (5) | | | | | | 25.6 | | | | | | 9.6 | | | | | | 3.6 | | | | | | 12.4 | | | | | | — | | |

| Total contractual obligations | | | | | | $ | 5,617.8 | | | | | $ | 1,179.7 | | | | | $ | 1,032.8 | | | | | $ | 1,372.0 | | | | | $ | 2,033.3 | |

| Guarantees (7) | | | | | | 82.0 | | | | | | 28.5 | | | | | | 35.9 | | | | | | 13.3 | | | | | | 4.3 | | |

See Notes 1 and [removed: 7] [added: 8] of the Notes to Consolidated Financial Statements (Part II, Item 8 of this report).

At May [removed: 28, 2023,] [added: 26, 2024,] our potential losses in future net earnings resulting from changes in equity forwards, commodity instruments and floating rate [added: and fixed rate] debt interest rate exposures were approximately [removed: $75.0] [added: $60.3] million over a period of one year.

The value at risk from an increase in the fair value of all of our long-term fixed-rate debt, over a period of one year, was approximately [removed: $79.7] [added: $105.5] million.

The fair value of our long-term fixed-rate debt outstanding as of May [removed: 28, 2023,] [added: 26, 2024,] averaged [removed: $857.3 million,] [added: $1.37 billion,] with a high of [removed: $893.7 million] [added: $1.47 billion] and a low of [removed: $798.0] [added: $858.8] million during fiscal [removed: 2023.][added: 2024.]

Darden Restaurants, Inc. is a full-service restaurant company, and as of May [removed: 28, 2023,] [added: 26, 2024,] we owned and operated [removed: 1,914] [added: 2,031] restaurants through subsidiaries in the United States and Canada under the Olive Garden®, LongHorn Steakhouse®, Cheddar’s Scratch Kitchen®, Yard House®, [added: Ruth’s Chris Steak House® (“Ruth’s Chris”),] The Capital Grille®, Seasons 52®, Bahama Breeze®, Eddie V’s Prime [removed: Seafood®,] [added: Seafood® (“Eddie V’s”),] and The Capital Burger® trademarks.

As of May [removed: 28, 2023,] [added: 26, 2024,] we also had [removed: 69] [added: 146] restaurants operated by independent third parties pursuant to area development and franchise [added: agreements and 4 restaurants operating under contractual] agreements.

The following table details the number of company-owned and operated restaurants, as well as those operated under franchise [added: and contractual] agreements, as of May [removed: 28, 2023:][added: 26, 2024:]

| Number of [removed: restaurants] [added: Restaurants] | | | | | | Olive Garden | | | | | | LongHorn Steakhouse | | | | | | Cheddar’s Scratch Kitchen | | | | | | Yard House (1) | | | | | | [added: Ruth’s Chris | | | | | |] The Capital Grille | | | | | | Seasons 52 | | | | | | Bahama Breeze | | | | | | Eddie V’s | | | | | | The Capital Burger | | | | | | Total | | |

| Owned and operated: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Canada | | | | | | 8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [added: — | | | | | |] 8 | | |

| [removed: Total] [added: 2023] | | | | | | 905 | | | | | | 562 | | | | | | 180 | | | | | | 86 | | | | | | [added: — | | | | | |] 62 | | | | | | 44 | | | | | | 42 | | | | | | 29 | | | | | | 4 | | | | | | 1,914 | | | [added: | | | $10,487.8 | | |]

| Franchised: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| United States (2) | | | | | | 11 | | | | | | [removed: 18] [added: 19] | | | | | | [removed: 4] [added: 3] | | | | | | — | | | | | | [added: 51 | | | | | |] — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | [removed: 34] [added: 85] | | |

| Latin America | | | | | | [removed: 29] [added: 31] | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | [added: 2 | | | | | |] — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 31] [added: 35] | | |

| Asia | | | | | | [removed: 2] [added: 3] | | | | | | — | | | | | | — | | | | | | — | | | | | | [added: 14 | | | | | |] — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 2] [added: 17] | | |

| Middle East | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [added: — | | | | | |] 1 | | |

| The Caribbean | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | [added: 1 | | | | | |] — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 1] [added: 2] | | |

| Total | | | | | | [removed: 44] [added: —] | | | | | | [removed: 18] [added: —] | | | | | | [removed: 4] [added: —] | | | | | | — | | | | | | [removed: 2] [added: 4] | | | | | | — | | | | | | [removed: 1] [added: —] | | | | | | — | | | | | | — | | | | | | [removed: 69] [added: —] | | | [added: | | | 4 | | |]

On June 14, 2023, we completed our acquisition of Ruth’s Hospitality Group, Inc., a Delaware corporation [removed: (Ruth’s),] [added: (“Ruth’s”),] for $21.50 per share in cash.

Our fiscal year [removed: 2023] [added: 2024] ended May [removed: 28, 2023] [added: 26, 2024] and consisted of 52 weeks, fiscal [removed: 2022] [added: 2023] ended May [removed: 29, 2022] [added: 28, 2023] and consisted of 52 weeks, and fiscal [removed: 2021] [added: 2022] ended May [removed: 30, 2021] [added: 29, 2022] and consisted of 52 weeks.

We have four reportable segments: 1) Olive Garden, 2) LongHorn Steakhouse, 3) Fine Dining [removed: (which, as of the end of fiscal 2023,] [added: (which] includes [added: Ruth’s Chris,] The Capital Grille and Eddie V’s) and 4) Other Business (which includes Cheddar’s Scratch Kitchen, Yard House, Bahama Breeze, Seasons 52, The Capital Burger and [removed: results] [added: ongoing royalties and other fees] from our franchise [removed: operations).][added: operations and contractually managed locations).]

Most dinner menu entrée prices range from [removed: $11.00] [added: $10.00] to [removed: $21.00,] [added: $23.00,] and most lunch menu entrée prices range from $9.00 to $11.00.

During fiscal [removed: 2023,] [added: 2024,] the average check per person (defined as total sales divided by number of entrées sold) was approximately [removed: $22.50,] [added: $23.00,] with alcoholic beverages accounting for [removed: 5.3] [added: 5.0] percent of Olive Garden’s sales.

Most dinner menu entrée prices range from $13.50 to [removed: $38.00,] [added: $39.00,] and most lunch menu entrée prices range from $9.00 to $12.00.

During fiscal [removed: 2023,] [added: 2024,] the average check per person was approximately [removed: $25.50,] [added: $27.50,] with alcoholic beverages accounting for [removed: 8.9] [added: 8.6] percent of LongHorn Steakhouse’s sales.

Most lunch and dinner menu entrée prices range from [removed: $8.00] [added: $10.00] to [removed: $23.00.][added: $51.00.]

During fiscal [removed: 2023,] [added: 2024,] the average check per person was approximately [removed: $18.00,] [added: $18.50,] with alcoholic beverages accounting for [removed: 7.9] [added: 7.6] percent of Cheddar’s Scratch Kitchen’s sales.

The American menu includes more than 100 chef driven items with a wide range of appetizers, [removed: snacks,] burgers and steaks, street tacos, salads, sandwiches and a generous selection of vegetarian dishes.

Most lunch and dinner menu entrée prices range from [removed: $10.00] [added: $9.00] to [removed: $48.00.][added: $29.00.]

During fiscal [removed: 2023,] [added: 2024,] the average check per person was approximately [removed: $34.50,] [added: $35.00,] with alcoholic beverages accounting for [removed: 32.6] [added: 31.3] percent of Yard House’s sales.

Most dinner menu entrée prices range from [removed: $35.00] [added: $38.00] to $95.00 and most lunch menu entrée prices range from [removed: $20.00] [added: $22.00] to [removed: $49.00.][added: $52.00.]

During fiscal [removed: 2023,] [added: 2024,] the average check per person was approximately [removed: $97.00,] [added: $101.50,] with alcoholic beverages accounting for [removed: 26.9] [added: 26.2] percent of The Capital Grille’s sales.

The menu includes an international collection of wines, [removed: featuring 52 wines available by the glass,] along with exceptional signature handcrafted cocktails.

During fiscal [removed: 2023,] [added: 2024,] the average check per person was approximately [removed: $49.50,] [added: $51.00,] with alcoholic beverages accounting for [removed: 23.8] [added: 22.7] percent of Seasons 52’s sales.

Most lunch and dinner menu entrée prices range from [removed: $9.00] [added: $18.00] to [removed: $25.00.][added: $42.00.]

During fiscal [removed: 2023,] [added: 2024,] the average check per person was approximately [removed: $32.50,] [added: $33.50,] with alcoholic beverages accounting for [removed: 21.8] [added: 21.0] percent of Bahama Breeze’s sales.

Dishes are artistically prepared and feature [removed: an ever-changing array of] seasonal [removed: seafood, along with] [added: seafood and] critically acclaimed prime steaks, hand cut and broiled to perfection.

Most dinner menu entrée prices range from [removed: $38.00] [added: $40.00] to [removed: $107.00.][added: $114.00.]

During fiscal [removed: 2023,] [added: 2024,] the average check per person was approximately [removed: $114.50,] [added: $120.50,] with alcoholic beverages accounting for [removed: 29.1] [added: 28.1] percent of Eddie V’s sales.

The Capital Burger is an [removed: internally created,] [added: internally-created,] development-stage full-service restaurant concept with locations primarily in major metropolitan cities in the United States that offers guests a luxe burger experience.

Most [removed: lunch and] dinner menu entrée prices range from [removed: $17.00] [added: $11.50] to [removed: $39.00.][added: $21.50, and most lunch menu entrée prices range from $9.50 to $11.50.]

During fiscal [removed: 2023,] [added: 2024,] the average check per person was approximately [removed: $34.00,] [added: $35.50,] with alcoholic beverages accounting for [removed: 30.5] [added: 27.2] percent of The Capital Burger’s sales.

The following table shows our restaurant growth over the last five years and lists the number of restaurants owned and operated by each of our brands and concept as of the end of the fiscal years [removed: indicated and excludes Ruth’s Chris Steak House since the information provided below is as of May 28, 2023.][added: indicated.]

The table excludes our restaurants operated by independent third parties pursuant to area [removed: development] [added: development, franchise,] and [removed: franchise] [added: contractual] agreements.

| United States | | | | | | 912 | | | | | | 575 | | | | | | 181 | | | | | | 88 | | | | | | 80 | | | | | | 66 | | | | | | 44 | | | | | | 43 | | | | | | 30 | | | | | | 4 | | | | | | 2,023 | | |

| Total | | | | | | 920 | | | | | | 575 | | | | | | 181 | | | | | | 88 | | | | | | 80 | | | | | | 66 | | | | | | 44 | | | | | | 43 | | | | | | 30 | | | | | | 4 | | | | | | 2,031 | | |

| Canada | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6 | | |

| Total | | | | | | 47 | | | | | | 19 | | | | | | 3 | | | | | | — | | | | | | 74 | | | | | | 2 | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 146 | | |

| Operated: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| United States | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4 | | |

| Grand Total | | | | | | 967 | | | | | | 594 | | | | | | 184 | | | | | | 88 | | | | | | 158 | | | | | | 68 | | | | | | 44 | | | | | | 44 | | | | | | 30 | | | | | | 4 | | | | | | 2,181 | | |

On July 17, 2024, we entered into an agreement to acquire all of the outstanding shares of Chuy’s Holdings, Inc.(“Chuy’s Holdings”), a Delaware corporation, for $37.50 per share in an all-cash transaction with an enterprise value of approximately

$605 million.

Chuy’s Holdings is the owner and operator of restaurants under the Chuy’s Fine Tex-Mex ® (“Chuy’s”) trademark.

The transaction has been approved by our Board of Directors and is subject to the satisfaction of customary closing conditions, including, among others, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

The acquisition is expected to be completed in the second quarter of fiscal 2025.

*Ruth’s Chris*

Ruth’s Chris is one of the largest fine dining steakhouse restaurant brands in the world.

The menu features a broad

selection of high-quality USDA Prime and Choice grade steaks and other premium offerings served in Ruth’s Chris’ signature fashion —“sizzling”— complemented by other traditional menu items inspired by its New Orleans heritage.

Ruth’s Chris complements its distinctive food offerings with an award-winning wine list.

Ruth’s Chris opened its first restaurant in 1965 and we acquired Ruth’s Chris in June 2023.

Most dinner menu entrée prices range from $40.00 to $85.00 and most lunch menu entrée prices range from $16.00 to $65.00.

During fiscal 2024, the average check per person was approximately $101.00, with alcoholic beverages accounting for 19.9 percent of Ruth’s Chris’ sales.

Ruth’s Chris offers different menus for dinner and lunch and varies its wine list to reflect geographic differences in consumer preferences, prices and selections.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2024 | | | | | | 920 | | | | | | 575 | | | | | | 181 | | | | | | 88 | | | | | | 80 | | | | | | 66 | | | | | | 44 | | | | | | 43 | | | | | | 30 | | | | | | 4 | | | | | | 2,031 | | | | | | $11,390.0 | | |

to-one customer relationship marketing.

| Yard House | | | 2 | | | | | | — | | | | | | — | | | | | | 2-3 | | | | | | $7.5 | | | \- | | | $9.7 | | | | | | 9,000 | | | | | | 330 | | |

| Ruth’s Chris | | | 3 | | | | | | 78 | | | | | | 1 | | | | | | 3-4 | | | | | | $6.5 | | | \- | | | $8.4 | | | | | | 8,500 | | | | | | 300 | | |

| Bahama Breeze | | | 1 | | | | | | — | | | | | | — | | | | | | 1-2 | | | | | | $5.8 | | | \- | | | $7.1 | | | | | | 7,700 | | | | | | 210 | | |

We contribute to Darden’s scale advantage, by directly sourcing product utilizing our supplier relationships, product expertise, dedicated distribution network, and food safety.

Integrated Marketing

Our restaurants appeal to a broad spectrum of consumers.

To further strengthen our brands, we are focused on highlighting what makes each one unique.

That’s why, when it comes to marketing, any activity our brands undertake is evaluated through three filters: First, it needs to elevate brand equity by bringing the brand’s competitive advantages to life.

Second, it should be simple to execute.

We will not jeopardize all the work we have done to simplify operations, which allows our teams to consistently deliver memorable guest experiences.

And finally, it will not be at a deep discount.

We are focused on providing great value to our guests, but doing so in a way that drives profitable sales growth.

For fiscal 2024, across all of our brands, our hourly team members earned, on average, more than $23 per hour, far exceeding that minimum wage.

In fiscal 2024, we also invested an additional $3 million in subsidies to reduce or keep flat the medical premiums that our team members pay to participate in our medical insurance program.

In its second year, the program awarded scholarships worth $3,000 each to more than 100 children or dependents of Darden team members.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| United States | | | | | | 897 | | | | | | 562 | | | | | | 180 | | | | | | 86 | | | | | | 62 | | | | | | 44 | | | | | | 42 | | | | | | 29 | | | | | | 4 | | | | | | 1,906 | | |

As the acquisition was subsequent to our fiscal year ended on May 28, 2023, there was no impact to our consolidated financial statements or operations.

Because our acquisition of Ruth’s was completed during the first quarter of fiscal 2024, the description of the business throughout this Item 1 does not include a description of Ruth’s Chris Steak House unless specifically referenced herein.

COVID-19 Pandemic and Other Impacts to our Operating Environment

During fiscal 2022, increases in the number of cases of COVID-19 throughout the United States including the Omicron variant which significantly impacted our restaurants in the third quarter, subjected some of our restaurants to other COVID-19-related restrictions such as mask and/or vaccine requirements for team members, guests or both.

Along with COVID-19, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation on wages and other cost of goods sold; these events further impacted the availability of team members needed to staff our restaurants and caused additional disruptions in our product supply chain.

During fiscal 2023, these events have continued to impact our operating results as wage and cost inflation continue to exceed recent norms.

The ongoing efforts to recover from the effects of the COVID-19 pandemic and its variants, along with other geopolitical and macroeconomic events could impact our restaurants through wage inflation, staffing challenges, product cost inflation and disruptions in the supply chain that impact our restaurants’ ability to obtain the products needed to support their operations.

| 2019 | | | | | | 866 | | | | | | 514 | | | | | | 161 | | | | | | 79 | | | | | | 57 | | | | | | 44 | | | | | | 42 | | | | | | 21 | | | | | | 1 | | | | | | 1,785 | | | | | | $8,510.4 | | |

| 2023 | | | | | | 905 | | | | | | 562 | | | | | | 180 | | | | | | 86 | | | | | | 62 | | | | | | 44 | | | | | | 42 | | | | | | 29 | | | | | | 4 | | | | | | 1,914 | | | | | | $10,487.8 | | |

| Yard House | | | 2 | | | | | | | | | | | | 1 | | | | | | 2-3 | | | | | | $7.0 | | | \- | | | $9.2 | | | | | | 11,000 | | | | | | 360 | | |

| Bahama Breeze | | | — | | | | | | | | | | | | — | | | | | | 1-2 | | | | | | $5.6 | | | \- | | | $7.0 | | | | | | 9,000 | | | | | | 350 | | |

We project opening approximately 3-4 Ruth’s Chris Steak House restaurants during fiscal 2024 which is captured in the total projected new restaurant openings above.

The management structures below describe our restaurant operations during the normal and fully operational conditions that were in place at the end of fiscal 2023.

Since the recovery from the COVID-19 pandemic, the staffing levels at many of our restaurants have returned to pre-pandemic levels.

food safety system.

We believe that our significant scale is a competitive advantage and our purchasing team leverages this purchasing capability.

Advertising and Marketing

LongHorn Steakhouse uses digital advertising to build engagement and loyalty by market.

Our restaurants appeal to a broad spectrum of consumers and we use advertising and marketing to build awareness and strengthen our brands’ relevance.

We implement periodic promotions, as appropriate, to increase frequency of guest visits while maintaining overall profitability.

We also rely on outdoor billboard and email advertising, as well as radio, digital coupons, search engine marketing and social media such as Facebook® and Instagram®, as appropriate, to attract, engage and retain our guests.

Also in January 2022, we began a new "First Rewards” program to provide a phantom stock grant worth $10,000 to newly promoted General Managers and Managing Partners, numbering approximately 300 annually, to reward these high-performing leaders and provide immediate alignment between their compensation and shareholder value creation.

We consider our team member relations to be good, with our employee engagement levels nearly double the United States average, as recently surveyed by Gallup, Inc.

capabilities and effectiveness of advertising and marketing.

- Philippines,

- Aruba, and

- Saudi Arabia.

In fiscal 2023, Darden expanded its assessment and disclosure of environmental metrics in our operations and extended value chain.

| Total - Scope 1 and 2 | | | | | | 769,811(4) | | | | | | 683,294 | | | | | | 774,200 | | |

(3)Fiscal 2021 emissions reductions resulted from business impacts of the COVID-19 pandemic during fiscal 2021.

These organizations

The Foundation also provided $250,000 to nonprofit organizations such as Volunteer Florida Foundation to support Hurricane Ian relief and recovery efforts.

See the discussion of legal proceedings contained in the third paragraph of Note [removed: 15] [added: 16] of the Notes to Consolidated Financial Statements (Part II, Item 8 of this report).

For the fiscal year ended May [removed: 28, 2023][added: 26, 2024]

The aggregate market value of Common Stock held by non-affiliates of the Registrant based on the closing price of [removed: $148.39] [added: $156.01] per share as reported on the New York Stock Exchange on November [removed: 25, 2022,] [added: 24, 2023,] was approximately: [removed: $18,011,600,000.][added: $18,588,900,000.]

Number of shares of Common Stock outstanding as of May [removed: 28, 2023: 121,070,611.][added: 26, 2024: 118,862,950.]

Portions of the Registrant’s Proxy Statement for its Annual Meeting of Shareholders on September [removed: 20, 2023,] [added: 18, 2024,] to be filed with the Securities and Exchange Commission no later than 120 days after May [removed: 28, 2023,] [added: 26, 2024,] are incorporated by reference into Part III of this Report.

FISCAL YEAR ENDED MAY [removed: 28, 2023][added: 26, 2024]

| Item 1. | | | [removed: [Business](#i8c7f363c253a4bcc90e0e9e09b90aa00_13)] [added: [Business](#i656074ad0a1e49eabd71f87c5b3352b6_13)] | | | [removed: [1](#i8c7f363c253a4bcc90e0e9e09b90aa00_13)] [added: [1](#i656074ad0a1e49eabd71f87c5b3352b6_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i8c7f363c253a4bcc90e0e9e09b90aa00_34)] [added: Factors](#i656074ad0a1e49eabd71f87c5b3352b6_34)] | | | [removed: [13](#i8c7f363c253a4bcc90e0e9e09b90aa00_34)] [added: [14](#i656074ad0a1e49eabd71f87c5b3352b6_34)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i8c7f363c253a4bcc90e0e9e09b90aa00_37)] [added: Comments](#i656074ad0a1e49eabd71f87c5b3352b6_37)] | | | [removed: [24](#i8c7f363c253a4bcc90e0e9e09b90aa00_37)] [added: [25](#i656074ad0a1e49eabd71f87c5b3352b6_37)] | | |

| Item 2. | | | [removed: [Properties](#i8c7f363c253a4bcc90e0e9e09b90aa00_40)] [added: [Properties](#i656074ad0a1e49eabd71f87c5b3352b6_40)] | | | [removed: [24](#i8c7f363c253a4bcc90e0e9e09b90aa00_40)] [added: [27](#i656074ad0a1e49eabd71f87c5b3352b6_40)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i8c7f363c253a4bcc90e0e9e09b90aa00_43)] [added: Proceedings](#i656074ad0a1e49eabd71f87c5b3352b6_43)] | | | [removed: [24](#i8c7f363c253a4bcc90e0e9e09b90aa00_43)] [added: [27](#i656074ad0a1e49eabd71f87c5b3352b6_43)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i8c7f363c253a4bcc90e0e9e09b90aa00_46)] [added: Disclosures](#i656074ad0a1e49eabd71f87c5b3352b6_46)] | | | [removed: [24](#i8c7f363c253a4bcc90e0e9e09b90aa00_46)] [added: [27](#i656074ad0a1e49eabd71f87c5b3352b6_46)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8c7f363c253a4bcc90e0e9e09b90aa00_52)] [added: Securities](#i656074ad0a1e49eabd71f87c5b3352b6_52)] | | | [removed: [25](#i8c7f363c253a4bcc90e0e9e09b90aa00_52)] [added: [28](#i656074ad0a1e49eabd71f87c5b3352b6_52)] | | |

| Item 6. | | | [removed: [Reserved](#i8c7f363c253a4bcc90e0e9e09b90aa00_55)] [added: [Reserved](#i656074ad0a1e49eabd71f87c5b3352b6_55)] | | | [removed: [27](#i8c7f363c253a4bcc90e0e9e09b90aa00_55)] [added: [30](#i656074ad0a1e49eabd71f87c5b3352b6_55)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8c7f363c253a4bcc90e0e9e09b90aa00_58)] [added: Operations](#i656074ad0a1e49eabd71f87c5b3352b6_58)] | | | [removed: [27](#i8c7f363c253a4bcc90e0e9e09b90aa00_58)] [added: [30](#i656074ad0a1e49eabd71f87c5b3352b6_58)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8c7f363c253a4bcc90e0e9e09b90aa00_82)] [added: Risk](#i656074ad0a1e49eabd71f87c5b3352b6_82)] | | | [removed: [37](#i8c7f363c253a4bcc90e0e9e09b90aa00_82)] [added: [40](#i656074ad0a1e49eabd71f87c5b3352b6_82)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i8c7f363c253a4bcc90e0e9e09b90aa00_85)] [added: Data](#i656074ad0a1e49eabd71f87c5b3352b6_85)] | | | [removed: [38](#i8c7f363c253a4bcc90e0e9e09b90aa00_85)] [added: [41](#i656074ad0a1e49eabd71f87c5b3352b6_85)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i8c7f363c253a4bcc90e0e9e09b90aa00_172)] [added: Disclosure](#i656074ad0a1e49eabd71f87c5b3352b6_172)] | | | [removed: [77](#i8c7f363c253a4bcc90e0e9e09b90aa00_172)] [added: [82](#i656074ad0a1e49eabd71f87c5b3352b6_172)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i8c7f363c253a4bcc90e0e9e09b90aa00_175)] [added: Procedures](#i656074ad0a1e49eabd71f87c5b3352b6_175)] | | | [removed: [77](#i8c7f363c253a4bcc90e0e9e09b90aa00_175)] [added: [82](#i656074ad0a1e49eabd71f87c5b3352b6_175)] | | |

| Item 9B. | | | [Other [removed: Information](#i8c7f363c253a4bcc90e0e9e09b90aa00_178)] [added: Information](#i656074ad0a1e49eabd71f87c5b3352b6_178)] | | | [removed: [77](#i8c7f363c253a4bcc90e0e9e09b90aa00_178)] [added: [82](#i656074ad0a1e49eabd71f87c5b3352b6_178)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i8c7f363c253a4bcc90e0e9e09b90aa00_184)] [added: Governance](#i656074ad0a1e49eabd71f87c5b3352b6_184)] | | | [removed: [77](#i8c7f363c253a4bcc90e0e9e09b90aa00_184)] [added: [82](#i656074ad0a1e49eabd71f87c5b3352b6_184)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i8c7f363c253a4bcc90e0e9e09b90aa00_187)] [added: Compensation](#i656074ad0a1e49eabd71f87c5b3352b6_187)] | | | [removed: [77](#i8c7f363c253a4bcc90e0e9e09b90aa00_187)] [added: [82](#i656074ad0a1e49eabd71f87c5b3352b6_187)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8c7f363c253a4bcc90e0e9e09b90aa00_190)] [added: Matters](#i656074ad0a1e49eabd71f87c5b3352b6_190)] | | | [removed: [78](#i8c7f363c253a4bcc90e0e9e09b90aa00_190)] [added: [83](#i656074ad0a1e49eabd71f87c5b3352b6_190)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8c7f363c253a4bcc90e0e9e09b90aa00_193)] [added: Independence](#i656074ad0a1e49eabd71f87c5b3352b6_193)] | | | [removed: [78](#i8c7f363c253a4bcc90e0e9e09b90aa00_193)] [added: [83](#i656074ad0a1e49eabd71f87c5b3352b6_193)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i8c7f363c253a4bcc90e0e9e09b90aa00_196)] [added: Services](#i656074ad0a1e49eabd71f87c5b3352b6_196)] | | | [removed: [78](#i8c7f363c253a4bcc90e0e9e09b90aa00_196)] [added: [83](#i656074ad0a1e49eabd71f87c5b3352b6_196)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i8c7f363c253a4bcc90e0e9e09b90aa00_202)] [added: Schedules](#i656074ad0a1e49eabd71f87c5b3352b6_202)] | | | [removed: [78](#i8c7f363c253a4bcc90e0e9e09b90aa00_202)] [added: [83](#i656074ad0a1e49eabd71f87c5b3352b6_202)] | | |

| | | | [removed: [Signatures](#i8c7f363c253a4bcc90e0e9e09b90aa00_205)] [added: [Signatures](#i656074ad0a1e49eabd71f87c5b3352b6_205)] | | | [removed: [79](#i8c7f363c253a4bcc90e0e9e09b90aa00_205)] [added: [84](#i656074ad0a1e49eabd71f87c5b3352b6_205)] | | |

Statements set forth in or incorporated into this report regarding the expected increase in sales from continuing operations, same-restaurant sales, the number of our restaurants, our annual effective tax rate and capital expenditures in fiscal [removed: 2024,] [added: 2025,] and all other statements that are not historical facts, including without limitation statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Darden Restaurants, Inc. and its subsidiaries that are preceded by, followed by or that include words such as “may,” “will,” “expect,” “intend,” “anticipate,” “continue,” “estimate,” “project,” “believe,” “plan,” “outlook” or similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are included, along with this statement, for purposes of complying with the safe harbor provisions of that Act.

| Item 1C. | | | [Cybersecurity](#i656074ad0a1e49eabd71f87c5b3352b6_1810) | | | [25](#i656074ad0a1e49eabd71f87c5b3352b6_1810) | | |

Risk Management and Strategy

We have implemented policies and procedures intended to manage and reduce cybersecurity risk that are integrated with the Enterprise Risk Management (“ERM”) framework utilized by management and the Audit Committee to oversee our various top enterprise risks.

We maintain an incident response plan that is designed to protect against, identify, evaluate, respond to and recover from a cybersecurity related incident.

The plan provides for the creation of an incident response team in the event of an incident and it is designed to be flexible enough to accommodate a broad array of potential scenarios.

The incident response team is a cross-functional group that may be composed of both Company personnel and external service providers, and that is tailored to a particular incident so that individuals with appropriate experience and expertise are available.

We conduct regular exercises to help ensure the plan’s effectiveness and our overall response preparedness.

We have also invested in various tools to protect our data and information technology.

We maintain a robust system of data protection and cybersecurity resources, technology and processes, and we regularly evaluate new and emerging risks and ever-changing legal and compliance requirements.

We make ongoing strategic investments to address these risks and compliance requirements and help keep Company, guest and team member data secure.

We monitor risks of sensitive information compromise at our business partners, where relevant, and reevaluate these risks on a periodic basis.

In addition, we have a cybersecurity training program designed to educate and train employees how to identify and report cybersecurity threats.

Training programs are conducted on a periodic basis and are focused on giving employees the awareness and tools to manage the most relevant and prevalent cybersecurity risks to us.

We also provide specialized training for employees in more sensitive roles.

For example, we perform annual and ongoing cybersecurity awareness training for our restaurant management and restaurant support center team members.

In addition, we provide annual credit card handling training following Payment Card Industry (PCI) guidelines to all team members that handle guest credit cards.

We conduct regular drills, such as tabletop exercises led by third party consultants, to support our overall preparedness for a variety of scenarios.

We take measures to regularly update and improve our cybersecurity program, including conducting independent program assessments, penetration testing and scanning of our systems for vulnerabilities.

We periodically engage third parties to perform cybersecurity audits to measure the maturity of our cybersecurity program against the National Institute of Standards and

Technology (NIST) Framework.

We also engage third parties to conduct security reviews of our network, processes and systems on a regular basis to identify opportunities and enhancements to strengthen our policies and practices.

With respect to third-party service providers, our information security program includes conducting due diligence of relevant service providers’ information security programs prior to onboarding and we continue to reassess vendors using a risk-based approach.

We also contractually require third-party service providers with access to our information technology systems, sensitive business data or personal information to implement and maintain appropriate security controls and contractually restrict their ability to use our data, including personal information, for purposes other than to provide services to us, except as required by law.

To oversee the risks associated with these service providers, we work with them to help ensure that their cybersecurity protocols are appropriate to the risk presented by their access to or use of our systems and/or data, including notification and coordination concerning incidents occurring on third-party systems that may affect us.

Our service providers are contractually required to notify us promptly of information security incidents occurring on their systems that may affect our systems or data, including personal information.

Although we have invested in the protection of our data and information technology and monitor our systems on an ongoing basis, there can be no assurance that such efforts will prevent material compromises to our information technology systems in the future that could have a material adverse effect on our business.

As of the date of this filing, we are not aware of any current cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our business, results of operations or financial condition.

For further discussion of the risks related to cybersecurity, see the risk factors discussed under “Information Technology and Cybersecurity” in our Risk Factors in Item 1A of this Form 10-K.

Governance

Our Board of Directors has ultimate risk oversight responsibility for the Company and administers this responsibility both directly and with assistance from its committees.

Each of the committees periodically reports to the Board of Directors on its specific risk oversight activities.

The Audit Committee, comprised solely of independent directors, oversees our overall ERM program and assists the Board of Directors in fulfilling its oversight responsibility with respect to our information security and technology risks (including cybersecurity), all of which are fully integrated into our ERM program.

The Audit Committee actively reviews and discusses our information security and technology risk management programs and regularly reports out to the full Board of Directors on our relevant strengths and opportunities.

Our cybersecurity program is led by our Chief Information Officer (CIO), who is responsible for identifying, assessing and managing our collective information security and technology risks.

Our current CIO has served in that role since 2016 and has more than 20 years of experience in the information security and technology fields.

Our CIO holds both bachelor’s and master’s degrees in Electrical Engineering from the Massachusetts Institute of Technology.

The CIO meets regularly with leaders of our various information technology management teams to review and discuss our cybersecurity and other information technology risks and opportunities.

Our global incident response plan sets forth a detailed security incident management and reporting protocol, with escalation timelines and responsibilities.

The Audit Committee receives periodic updates from the CIO, the director of our cybersecurity team and a senior attorney, the three most senior leaders with responsibility for oversight of our key cybersecurity program components.

These updates include matters such as ongoing changes in our external and internal cybersecurity threat landscape, new technology trends and regulatory developments, evolving internal policies and practices used to manage and mitigate cybersecurity and technology-related risks, and trends in various metrics that are used to help assess our overall cybersecurity program effectiveness.

Our CIO also provides updates to the full Board of Directors on such topics at least annually.

Of [removed: these 1,914 company-owned restaurants, 75] [added: the company-owned, 79] were located on owned sites and [removed: 1,839] [added: 1,952] were located on leased sites.

| Land-Only Leases (we own buildings and equipment) | | | [removed: 962] [added: 1,014] | | |

| Ground and Building Leases | | | [removed: 661] [added: 654] | | |

| Space/In-Line/Other Leases | | | [removed: 216] [added: 284] | | |

As of May 26, 2024, we owned and operated 2,031 restaurants.

| Total | | | 1,952 | | |

As of May 28, 2023, we operated 1,914 restaurants.

| Total | | | 1,839 | | |

Market [removed: \[and Dividend\]] [added: and Dividend] Information

As of June 30, [removed: 2023,] [added: 2024,] there were approximately [removed: 8,213] [added: 7,800] holders of record of our common shares.

Since commencing our common share repurchase program in December 1995, we have repurchased a total of [removed: 207.7] [added: 210.7] million shares through May [removed: 28, 2023] [added: 26, 2024] under authorizations from our Board of Directors.

The table below provides information concerning our repurchase of shares of our common stock during the quarter ended May [removed: 28, 2023:][added: 26, 2024:]

(1)All of the shares purchased during the quarter ended May [removed: 28, 2023] [added: 26, 2024] were purchased as part of our repurchase program.

On [removed: June 22, 2022,] [added: March 20, 2024,] our Board of Directors authorized a new share repurchase program under which we may repurchase up to [removed: $1.0] [added: $1] billion of our outstanding common stock.

This repurchase program, which was announced publicly in a press release issued on [removed: June 23, 2022,] [added: March 21, 2024,] does not have an expiration [added: date] and [removed: replaces] [added: replaced] the [removed: existing] [added: prior] share repurchase authorization.

| Company/Index | | | | | | May [removed: 2018] [added: 2019] | | | | | | May [removed: 2019] [added: 2020] | | | | | | May [removed: 2020] [added: 2021] | | | | | | May [removed: 2021] [added: 2022] | | | | | | May [removed: 2022] [added: 2023] | | | | | | May [removed: 2023] [added: 2024] | | |

| Darden Restaurants, Inc. | | | | | | $ | 100.00 | | | | | $ | [removed: 140.46] [added: 91.92] | | | | | $ | [removed: 91.92] [added: 173.35] | | | | | $ | [removed: 173.35] [added: 157.33] | | | | | $ | [removed: 157.33] [added: 208.64] | | | | | $ | [removed: 208.64] [added: 197.51] | |

| S&P 500 Stock Index | | | | | | $ | 100.00 | | | | | $ | [removed: 105.95] [added: 116.47] | | | | | $ | [removed: 116.47] [added: 163.42] | | | | | $ | [removed: 163.42] [added: 163.95] | | | | | $ | [removed: 163.95] [added: 168.68] | | | | | $ | [removed: 168.68] [added: 216.03] | |

| S&P Composite 1500 Restaurant Sub-Index | | | | | | $ | 100.00 | | | | | $ | [removed: 126.24] [added: 126.09] | | | | | $ | [removed: 126.09] [added: 176.64] | | | | | $ | [removed: 176.64] [added: 160.94] | | | | | $ | [removed: 160.94] [added: 197.37] | | | | | $ | [removed: 197.37] [added: 202.44] | |

[removed: ][added: ]

The annual changes for the five-year period shown in the graph on this page are based on the assumption that $100 had been invested in Darden Restaurants, Inc. common stock, the S&P 500 Stock Index and the S&P Composite 1500 Restaurant Sub-Index on May [removed: 27, 2018,] [added: 26, 2019,] and that all dividends were reinvested.

| February 26, 2024 through March 31, 2024 | | | 110,861 | | | $169.92 | | | 110,861 | | | $994.0 | | |

| April 1, 2024 through Apri1 28, 2024 | | | 314,262 | | | $156.15 | | | 314,262 | | | $944.9 | | |

| April 29, 2024 through May 26, 2024 | | | 195,704 | | | 150.61 | | | 195,704 | | | $915.5 | | |

| Quarter-to-Date | | | 620,827 | | | $156.86 | | | 620,827 | | | $915.5 | | |

| February 27, 2023 through April 2, 2023 | | | 237,715 | | | $147.23 | | | 237,715 | | | $652.2 | | |

| April 3, 2023 through Apri1 30, 2023 | | | 2,004 | | | $151.93 | | | 2,004 | | | $651.9 | | |

| May 1, 2023 through May 28, 2023 | | | — | | | — | | | — | | | $651.9 | | |

| Quarter-to-Date | | | 239,719 | | | $147.27 | | | 239,719 | | | $651.9 | | |

| [Report of Management [removed: Responsibilities](#i8c7f363c253a4bcc90e0e9e09b90aa00_88)] [added: Responsibilities](#i656074ad0a1e49eabd71f87c5b3352b6_88)] | | | [removed: [39](#i8c7f363c253a4bcc90e0e9e09b90aa00_88)] [added: [42](#i656074ad0a1e49eabd71f87c5b3352b6_88)] | | |

| [Management’s Report on Internal Control over Financial [removed: Reporting](#i8c7f363c253a4bcc90e0e9e09b90aa00_91)] [added: Reporting](#i656074ad0a1e49eabd71f87c5b3352b6_91)] | | | [removed: [39](#i8c7f363c253a4bcc90e0e9e09b90aa00_91)] [added: [42](#i656074ad0a1e49eabd71f87c5b3352b6_91)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#i8c7f363c253a4bcc90e0e9e09b90aa00_94)] [added: Reporting](#i656074ad0a1e49eabd71f87c5b3352b6_94)] | | | [removed: [40](#i8c7f363c253a4bcc90e0e9e09b90aa00_94)] [added: [43](#i656074ad0a1e49eabd71f87c5b3352b6_94)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i8c7f363c253a4bcc90e0e9e09b90aa00_97)] [added: Firm](#i656074ad0a1e49eabd71f87c5b3352b6_97)] (KPMG LLP, Orlando, FL, Auditor Firm ID: 185) | | | [removed: [41](#i8c7f363c253a4bcc90e0e9e09b90aa00_97)] [added: [44](#i656074ad0a1e49eabd71f87c5b3352b6_97)] | | |

| [Consolidated Statements of Earnings for the fiscal years [removed: ended May] [added: ended](#i656074ad0a1e49eabd71f87c5b3352b6_100) [May 26, 2024,](#i656074ad0a1e49eabd71f87c5b3352b6_100) [May] 28, [removed: 2023, May] [added: 2023](#i656074ad0a1e49eabd71f87c5b3352b6_100) [and](#i656074ad0a1e49eabd71f87c5b3352b6_100) [May] 29, [removed: 2022 and May 30, 2021](#i8c7f363c253a4bcc90e0e9e09b90aa00_100)] [added: 2022](#i656074ad0a1e49eabd71f87c5b3352b6_100)] | | | [removed: [43](#i8c7f363c253a4bcc90e0e9e09b90aa00_100)] [added: [46](#i656074ad0a1e49eabd71f87c5b3352b6_100)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years [removed: ended](#i8c7f363c253a4bcc90e0e9e09b90aa00_103)] [added: ended](#i656074ad0a1e49eabd71f87c5b3352b6_103)] [May [added: 26, 2024,](#i656074ad0a1e49eabd71f87c5b3352b6_103) [](#i656074ad0a1e49eabd71f87c5b3352b6_103)[May] 28, [removed: 2023, May] [added: 2023](#i656074ad0a1e49eabd71f87c5b3352b6_100) [and](#i656074ad0a1e49eabd71f87c5b3352b6_100) [May] 29, [removed: 2022 and May 30, 2021](#i8c7f363c253a4bcc90e0e9e09b90aa00_100)] [added: 2022](#i656074ad0a1e49eabd71f87c5b3352b6_100)] | | | [removed: [44](#i8c7f363c253a4bcc90e0e9e09b90aa00_103)] [added: [47](#i656074ad0a1e49eabd71f87c5b3352b6_103)] | | |

| [Consolidated Balance Sheets [removed: at May] [added: at](#i656074ad0a1e49eabd71f87c5b3352b6_106) [May 26, 2024 and](#i656074ad0a1e49eabd71f87c5b3352b6_106) [May] 28, [removed: 2023 and May 29, 2022](#i8c7f363c253a4bcc90e0e9e09b90aa00_106)] [added: 2023](#i656074ad0a1e49eabd71f87c5b3352b6_106)] | | | [removed: [45](#i8c7f363c253a4bcc90e0e9e09b90aa00_106)] [added: [48](#i656074ad0a1e49eabd71f87c5b3352b6_106)] | | |

| [Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years [removed: ended May] [added: ended](#i656074ad0a1e49eabd71f87c5b3352b6_109) [May 26, 2024,](#i656074ad0a1e49eabd71f87c5b3352b6_109) [May] 28, [removed: 2023, May] [added: 2023](#i656074ad0a1e49eabd71f87c5b3352b6_109) [and](#i656074ad0a1e49eabd71f87c5b3352b6_109) [May] 29, [removed: 2022 and May 30, 2021](#i8c7f363c253a4bcc90e0e9e09b90aa00_109)] [added: 2022](#i656074ad0a1e49eabd71f87c5b3352b6_109)] | | | [removed: [46](#i8c7f363c253a4bcc90e0e9e09b90aa00_109)] [added: [49](#i656074ad0a1e49eabd71f87c5b3352b6_109)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years [removed: ended May] [added: ended](#i656074ad0a1e49eabd71f87c5b3352b6_112) [May 26, 2024,](#i656074ad0a1e49eabd71f87c5b3352b6_112) [May] 28, [removed: 2023, May] [added: 2023](#i656074ad0a1e49eabd71f87c5b3352b6_112) [and](#i656074ad0a1e49eabd71f87c5b3352b6_112) [May] 29, [removed: 2022 and May 30, 2021](#i8c7f363c253a4bcc90e0e9e09b90aa00_112)] [added: 2022](#i656074ad0a1e49eabd71f87c5b3352b6_112)] | | | [removed: [47](#i8c7f363c253a4bcc90e0e9e09b90aa00_112)] [added: [50](#i656074ad0a1e49eabd71f87c5b3352b6_112)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8c7f363c253a4bcc90e0e9e09b90aa00_115)] [added: Statements](#i656074ad0a1e49eabd71f87c5b3352b6_115)] | | | [removed: [49](#i8c7f363c253a4bcc90e0e9e09b90aa00_115)] [added: [52](#i656074ad0a1e49eabd71f87c5b3352b6_115)] | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of May [removed: 28, 2023.][added: 26, 2024.]

Management has concluded that, as of May [removed: 28, 2023,] [added: 26, 2024,] the Company’s internal control over financial reporting was effective based on these criteria.

We have audited Darden Restaurants, Inc. and subsidiaries' (the Company) internal control over financial reporting as of May [removed: 28, 2023,] [added: 26, 2024,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May [removed: 28, 2023,] [added: 26, 2024,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of May [removed: 28, 2023] [added: 26, 2024] and May [removed: 29, 2022,] [added: 28, 2023,] the related consolidated statements of earnings, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended May [removed: 28, 2023,] [added: 26, 2024,] and the related notes (collectively, the consolidated financial statements), and our report dated July [removed: 21, 2023] [added: 19, 2024] expressed an unqualified opinion on those consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Darden Restaurants, Inc. and subsidiaries (the Company) as of May [removed: 28, 2023] [added: 26, 2024] and May [removed: 29, 2022,] [added: 28, 2023,] the related consolidated statements of earnings, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended May [removed: 28, 2023,] [added: 26, 2024,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of May [removed: 28, 2023] [added: 26, 2024] and May [removed: 29, 2022,] [added: 28, 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended May [removed: 28, 2023,] [added: 26, 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of May [removed: 28, 2023,] [added: 26, 2024,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated July [removed: 21, 2023] [added: 19, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Notes 1, [removed: 4,] [added: 5,] and [removed: 10] [added: 11] to the consolidated financial statements, land, buildings and equipment, net and operating lease right-of-use assets were [removed: $7.1] [added: $7.6] billion as of May [removed: 28, 2023.][added: 26, 2024.]

| | | | May [removed: 28, 2023] [added: 26, 2024] | | | | | | May [removed: 29, 2022] [added: 28, 2023] | | | | | | May [removed: 30, 2021] [added: 29, 2022] | | |

| Sales | | | $ | [removed: 10,487.8] [added: 11,390.0] | | | | | $ | [removed: 9,630.0] [added: 10,487.8] | | | | | $ | [removed: 7,196.1] [added: 9,630.0] | |

| Food and beverage | | | [removed: 3,355.9] [added: 3,523.9] | | | | | | [removed: 2,943.6] [added: 3,355.9] | | | | | | [removed: 2,072.1] [added: 2,943.6] | | |

| Restaurant labor | | | [removed: 3,346.3] [added: 3,619.3] | | | | | | [removed: 3,108.8] [added: 3,346.3] | | | | | | [removed: 2,286.3] [added: 3,108.8] | | |

| Restaurant expenses | | | [removed: 1,702.2] [added: 1,836.6] | | | | | | [removed: 1,582.6] [added: 1,702.2] | | | | | | [removed: 1,344.2] [added: 1,582.6] | | |

| Marketing expenses | | | [removed: 118.3] [added: 144.5] | | | | | | [removed: 93.2] [added: 118.3] | | | | | | [removed: 91.1] [added: 93.2] | | |

| General and administrative expenses | | | [removed: 386.1] [added: 479.2] | | | | | | [removed: 373.2] [added: 386.1] | | | | | | [removed: 396.2] [added: 373.2] | | |

| Depreciation and amortization | | | [removed: 387.8] [added: 459.9] | | | | | | [removed: 368.4] [added: 387.8] | | | | | | [removed: 350.9] [added: 368.4] | | |

| Impairments and disposal of assets, net | | | [removed: (10.6)] [added: 12.4] | | | | | | [removed: (2.0)] [added: (10.6)] | | | | | | [removed: 6.6] [added: (2.0)] | | |

| Total operating costs and expenses | | | $ | [removed: 9,286.0] [added: 10,075.8] | | | | | $ | [removed: 8,467.8] [added: 9,286.0] | | | | | $ | [removed: 6,547.4] [added: 8,467.8] | |

| Operating income | | | $ | [removed: 1,201.8] [added: 1,314.2] | | | | | $ | [removed: 1,162.2] [added: 1,201.8] | | | | | $ | [removed: 648.7] [added: 1,162.2] | |

| Interest, net | | | [removed: 81.3] [added: 138.7] | | | | | | [removed: 68.7] [added: 81.3] | | | | | | [removed: 63.5] [added: 68.7] | | |

| Earnings before income taxes | | | $ | [removed: 1,120.5] [added: 1,175.5] | | | | | $ | [removed: 1,093.5] [added: 1,120.5] | | | | | $ | [removed: 576.5] [added: 1,093.5] | |

| Income tax expense [removed: (benefit)] | | | [removed: 137.0] [added: 145.0] | | | | | | [removed: 138.8] [added: 137.0] | | | | | | [removed: (55.9)] [added: 138.8] | | |

| Earnings from continuing operations | | | $ | [removed: 983.5] [added: 1,030.5] | | | | | $ | [removed: 954.7] [added: 983.5] | | | | | $ | [removed: 632.4] [added: 954.7] | |

| Losses from discontinued operations, net of tax benefit of [removed: $0.8, $0.2] [added: $1.7, $0.8] and [removed: $3.2,] [added: $0.2,] respectively | | | [removed: (1.6)] [added: (2.9)] | | | | | | [removed: (1.9)] [added: (1.6)] | | | | | | [removed: (3.1)] [added: (1.9)] | | |

| Net earnings | | | $ | [removed: 981.9] [added: 1,027.6] | | | | | $ | [removed: 952.8] [added: 981.9] | | | | | $ | [removed: 629.3] [added: 952.8] | |

| Earnings from continuing operations | | | $ | [removed: 8.07] [added: 8.59] | | | | | $ | [removed: 7.47] [added: 8.07] | | | | | $ | [removed: 4.85] [added: 7.47] | |

| Losses from discontinued operations | | | [removed: (0.01)] [added: (0.02)] | | | | | | (0.01) | | | | | | [removed: (0.02)] [added: (0.01)] | | |

| Net earnings | | | $ | [removed: 8.06] [added: 8.57] | | | | | $ | [removed: 7.46] [added: 8.06] | | | | | $ | [removed: 4.83] [added: 7.46] | |

| Earnings from continuing operations | | | $ | [removed: 8.00] [added: 8.53] | | | | | $ | [removed: 7.40] [added: 8.00] | | | | | $ | [removed: 4.80] [added: 7.40] | |

July 19, 2024

July 19, 2024

| Net earnings | | | $ | 1,027.6 | | | | | $ | 981.9 | | | | | $ | 952.8 | |

| | | | May 26, 2024 | | | | | | May 28, 2023 | | |

| Repurchases of common stock | | | (2.9) | | | (55.2) | | | | | | (398.7) | | | | | | | | | | | | | | | — | | | | | | | | | | | | (453.9) | | |

| Other | | | — | | | (3.4) | | | | | | — | | | | | | | | | | | | | | | — | | | | | | | | | | | | (3.4) | | |

| Balances at May 26, 2024 | | | 118.9 | | | $ | 2,252.4 | | | | | $ | (35.5) | | | | | | | | | | | | | | $ | 25.6 | | | | | | | | | | | $ | 2,242.5 | |

| Net earnings | | | $ | 1,027.6 | | | | | $ | 981.9 | | | | | $ | 952.8 | |

| Depreciation and amortization | | | 459.9 | | | | | | 387.8 | | | | | | 368.4 | | |

| Cash used in business acquisitions, net of cash acquired | | | (701.1) | | | | | | — | | | | | | — | | |

| Proceeds from issuance of commercial paper, net | | | 86.8 | | | | | | — | | | | | | — | | |

| Repayments of long-term debt | | | (600.0) | | | | | | — | | | | | | — | | |

| Payment of debt issuance costs | | | (11.6) | | | | | | (0.2) | | | | | | (2.7) | | |

See Note 2, Acquisition of Ruth’s Chris Steak House.

| (in millions) | | | May 26, 2024 | | | | | | May 28, 2023 | | |

| (in millions) | | | May 26, 2024 | | | | | | May 28, 2023 | | |

| (in millions) | | | May 26, 2024 | | | | | | May 28, 2023 | | |

| (in millions) | | | May 26, 2024 | | | | | | May 28, 2023 | | | | | | May 26, 2024 | | | | | | May 28, 2023 | | |

| Ruth’s Chris | | | 353.6 | | | | | | — | | | | | | 341.7 | | | | | | — | | |

During fiscal 2024, we elected to perform a qualitative assessment for our annual review of goodwill and trademarks to determine whether or not indicators of impairment exist.

In considering the qualitative approach related to goodwill, we evaluated factors including, but not limited to, macro-economic conditions, market and industry conditions, commodity cost fluctuations, competitive environment, share price performance, results of prior impairment tests, operational stability, the overall financial performance of the reporting units and the impacts of discount rates.

As it relates to trademarks, we evaluate similar factors from the goodwill assessment, in addition to impacts of royalty rates.

As a result of the qualitative assessment, no indicators of impairment were identified, and no additional indicators of impairment were identified through the end of our fourth fiscal quarter that would require us to test further for impairment.

We evaluate the useful lives of our other intangible assets to determine if they are definite or indefinite-lived.

A determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence, demand, competition, other economic factors (such as the stability of the industry, legislative action that results in an uncertain or changing regulatory environment and expected changes in distribution channels), the level of required maintenance expenditures and the expected lives of other related groups of assets.

Sales, as presented in our consolidated statements of earnings, includes the sale of food and beverage products, royalties from our franchised restaurants and royalties from the sale of consumer product goods.

recognized as a reduction of the related food and beverage costs as earned.

on a straight-line basis.

| Earnings from continuing operations | | | $ | 1,030.5 | | | | | $ | 983.5 | | | | | $ | 954.7 | |

| Net earnings | | | $ | 1,027.6 | | | | | $ | 981.9 | | | | | $ | 952.8 | |

| Earnings from continuing operations | | | $ | 8.59 | | | | | $ | 8.07 | | | | | $ | 7.47 | |

| Losses from discontinued operations | | | (0.02) | | | | | | (0.01) | | | | | | (0.01) | | |

| Net earnings | | | $ | 8.57 | | | | | $ | 8.06 | | | | | $ | 7.46 | |

| Earnings from continuing operations | | | $ | 8.53 | | | | | $ | 8.00 | | | | | $ | 7.40 | |

| Losses from discontinued operations | | | (0.02) | | | | | | (0.01) | | | | | | (0.01) | | |

| Net earnings | | | $ | 8.51 | | | | | $ | 7.99 | | | | | $ | 7.39 | |

In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

July 21, 2023

| Other (income) expense, net | | | — | | | | | | — | | | | | | 8.7 | | |

| | | | | | | | | | | | |

| Balances at May 31, 2020 | | | 129.9 | | | $ | 2,205.3 | | | | | $ | 143.5 | | | | | | | | | | | | | | $ | (17.6) | | | | | | | | | | | $ | 2,331.2 | |

| Repurchases of common stock | | | (0.4) | | | (6.3) | | | | | | (39.1) | | | | | | | | | | | | | | | — | | | | | | | | | | | | (45.4) | | |

| Other | | | — | | | 1.6 | | | | | | (7.5) | | | | | | | | | | | | | | | — | | | | | | | | | | | | (5.9) | | |

| Other, net | | | (0.2) | | | | | | (2.7) | | | | | | — | | |

As the acquisition was subsequent to our fiscal year ended on May 28, 2023, there was no impact to our financial statements or operations for fiscal year 2023.

The accompanying consolidated financial statements do not include any results of Ruth’s Chris Steak House.

COVID-19 Pandemic and Other Impacts to our Operating Environment

During fiscal 2022, increases in the number of cases of COVID-19 throughout the United States including the Omicron variant which significantly impacted our restaurants in the third quarter, subjected some of our restaurants to COVID-19-related restrictions such as mask and/or vaccine requirements for team members, guests or both.

Along with COVID-19, our operating results were impacted by geopolitical and other macroeconomic events, leading to higher than usual inflation on wages and other cost of goods sold; these events further impacted the availability of team members needed to staff our restaurants and caused additional disruptions in our product supply chain.

The ongoing efforts to recover from the effects of the COVID-19 pandemic and its variants, along with other geopolitical and macroeconomic events, could impact our restaurants through wage inflation, staffing challenges, product cost inflation and disruptions in the supply chain that impact our restaurants’ ability to obtain the products needed to support their operations.

Unless otherwise noted, amounts and disclosures throughout these notes to consolidated financial statements relate to our continuing operations.

We have reclassified certain amounts in prior-period financial statements to conform to the current period’s presentation.

We estimate the fair value of each reporting unit using the best information available, including market information (also referred to as the market approach) and discounted cash flow projections (also referred to as the income approach).

A market approach estimates fair value by applying sales or cash flow multiples to the reporting unit’s operating performance.

The multiples are derived from observable market data of comparable publicly traded companies with similar operating and investment characteristics of the reporting units.

The income approach uses a reporting unit’s projection of estimated operating cash flows which are based on a combination of historical and current trends, organic growth expectations, and residual growth rate assumptions.

These cash flows are discounted using a weighted-average cost of capital (WACC) that reflects current market conditions.

We recognize a goodwill impairment loss when the fair value of the reporting unit is less than its carrying value.

We estimate the fair value of trademarks using the relief-from-royalty method, which requires assumptions related to projected sales from the reporting unit’s projection of estimated operating cash flows; assumed royalty rates that could be payable if we did not own the trademarks; and a discount rate based on an adjusted estimated WACC for each business unit.

We recognize an impairment loss when the estimated fair value of the trademark is less than its carrying value.

We performed our annual impairment test of our goodwill and trademarks as of February 27, 2023 which was the first day of our fiscal 2023 fourth quarter.

As of February 27, 2023, no impairment of goodwill or trademarks was indicated based on our testing.

Revenue from restaurant sales is recognized when food and

beverage products are sold.

exposure to changes in fair value of the related hedged item.

Net gains (losses) from foreign currency transactions recognized in

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), which requires annual disclosures that increase the transparency of transactions involving government grants, including (i) information about the nature of the transactions and related accounting policy used to account for the transactions; (ii) the line items on the balance sheet and income statement affected by these transactions including amounts applicable to each line; and (iii) significant terms and conditions of the transactions, including commitments and contingencies.

The Company adopted this guidance in the first quarter of fiscal 2023.

The adoption did not have a material impact on our financial statements.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Restaurant impairments for fiscal 2021 were primarily related to four underperforming restaurants.

Other impairment charges for fiscal 2021 were primarily related to software and lease right-of-use asset impairments.

In the first quarter of fiscal 2022, we changed our internal management reporting to include The Capital Burger in the Other Business segment.

Previously, The Capital Burger was included in the Fine Dining segment due to its adjacency with The Capital Grille brand and overall immateriality.

Fiscal 2021 figures have been restated for comparability.

| Segment assets | | | | | | 2,718.0 | | | 1,911.0 | | | 1,300.0 | | | 2,922.9 | | | 1,283.9 | | | 10,135.8 | | |

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) as of May [removed: 28, 2023,] [added: 26, 2024,] the end of the period covered by this report.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of May [removed: 28, 2023.][added: 26, 2024.]

During the fiscal quarter ended May [removed: 28, 2023,] [added: 26, 2024,] there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended May 26, 2024, no director or officer adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.

None.

The information contained in the sections entitled “Executive Officers of the Registrant,” “Proposal 1 – Election of Nine Directors From the Named Director Nominees,” “Meetings of the Board of Directors and Its [removed: Committees” and] [added: Committees,”] “Corporate Governance and Board Administration” [added: and “Insider Trading Policy Statement”] in our definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders is incorporated herein by reference.

The information contained in the sections entitled “Director Compensation,” “Executive Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation Committee Interlocks and Insider Participation” and “Corporate Governance and Board Administration” in our definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders is incorporated herein by reference.

The information contained in the sections entitled “Stock Ownership of Principal Shareholders,” “Stock Ownership of Management” and “Equity Compensation Plan Information” in our definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders is incorporated herein by reference.

The information contained in the sections entitled “Meetings of the Board of Directors and Its Committees” and “Corporate Governance and Board Administration” in our definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders is incorporated herein by reference.

The information contained in the section entitled “Independent Registered Public Accounting Firm Fees and Services” in our definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Shareholders is incorporated herein by reference.

| Date: | | | July [removed: 21, 2023] [added: 19, 2024] | | | | | | DARDEN RESTAURANTS, INC. | | | | | | | | |

| /s/ Ricardo Cardenas | | | | | | Director, President and Chief Executive Officer (Principal executive officer) | | | | | | July [removed: 21, 2023] [added: 19, 2024] | | |

| /s/ Rajesh Vennam | | | | | | Senior Vice President, Chief Financial Officer (Principal financial officer) | | | | | | July [removed: 21, 2023] [added: 19, 2024] | | |

| /s/ John W. Madonna | | | | | | Senior Vice President, Corporate Controller (Principal accounting officer) | | | | | | July [removed: 21, 2023] [added: 19, 2024] | | |

| /s/ Cynthia T. Jamison* | | | | | | Director [added: and Chair of the Board] | | | | | | | | |

| 3.1 | | | | | | [Amended and Restated Articles of Incorporation effective June 29, 2016 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed July 5, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/940944/000094094416000113/ex31dardenrestatedarticles.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/940944/000094094416000113/ex31dardenrestatedarticles.htm)] | | |

| 3.2 | | | | | | [Bylaws as amended effective June [removed: 24, 2020] [added: 18, 2024] (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed June [removed: 25, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000040/ex31bylawsasamendedthrou.htm)] [added: 20, 2024).](https://www.sec.gov/Archives/edgar/data/940944/000094094424000026/exhibit31-bylawsasamendedt.htm)] | | |

| 4.1 | | | | | | [Indenture dated as of January 1, 1996, between Darden Restaurants, Inc. and Computershare Trust Company, National Association, as successor Trustee (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-3 (Commission File No. 333-146582) filed October 9, [removed: 2007).](http://www.sec.gov/Archives/edgar/data/940944/000119312507215457/dex41.htm)] [added: 2007).](https://www.sec.gov/Archives/edgar/data/940944/000119312507215457/dex41.htm)] | | |

| 4.2 | | | | | | [Officers’ Certificate and Authentication Order, dated August 9, 2005, for the 6.000% Senior Notes due 2035 (which includes the form of Note) issued pursuant to the Indenture dated as of January 1, 1996, between Darden Restaurants, Inc. and Computershare Trust Company, National Association, as successor Trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed August 11, [removed: 2005).](http://www.sec.gov/Archives/edgar/data/940944/000094094405000161/form8k_080905exhibit4pt1.txt)] [added: 2005).](https://www.sec.gov/Archives/edgar/data/940944/000094094405000161/form8k_080905exhibit4pt1.txt)] | | |

| 4.3 | | | | | | [Officers’ Certificate and Authentication Order, dated October 10, 2007, for the 6.800% Senior Notes due 2037 (which includes the form of Note) issued pursuant to the Indenture dated as of January 1, 1996, between Darden Restaurants, Inc. and Computershare Trust Company, National Association, as successor Trustee (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed October 16, [removed: 2007).](http://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm)] [added: 2007).](https://www.sec.gov/Archives/edgar/data/940944/000119312507219052/dex43.htm)] | | |

| 4.4 | | | | | | [Officers’ Certificate and Authentication Order dated April 18, 2017 for the 3.850% Senior Notes due 2027 (which includes the form of Note) issued pursuant to the Indenture dated as of January 1, 1996, between Darden Restaurants, Inc. and Computershare Trust Company, National Association, as successor Trustee (incorporated by reference to Exhibit 4.1 to our Amendment to Current Report on Form 8-K/A filed April 18, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/940944/000094094417000015/ex41officerscertificate.htm)] | | |

| 4.5 | | | | | | [First Supplemental Indenture dated as of February 20, 2018 to the Indenture dated as of January 1, 1996, between Darden Restaurants, Inc. and Computershare Trust Company, National Association, as successor Trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed February 22, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/940944/000094094418000027/ex41firstsupplementalinden.htm)] | | |

| 4.6 | | | | | | [Officers’ Certificate and Authentication Order dated February 22, 2018 for the 4.550% Senior Notes due 2048 (which includes the form of Note) issued pursuant to the Indenture dated as of January 1, 1996, as amended and supplemented by the First Supplemental Indenture dated as of February 20, 2018 between Darden Restaurants, Inc. and Computershare Trust Company, National Association, as successor Trustee (incorporated by reference to Exhibit 4.1 to our Amendment to Current Report on Form 8-K/A filed February 22, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000029/ex41officerscertificate.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/940944/000094094418000029/ex41officerscertificate.htm)] | | |

| 4.7 | | | | | | [Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.7 to our Annual Report on Form 10-K for the fiscal year ended May 26, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex47.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex47.htm)] | | |

| *10.1 | | | | | | [Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10 to our Current Report on Form 8-K filed September 20, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/940944/000094094413000041/q1fy14exhibit10-2002stockp.htm)] [added: 2013).](https://www.sec.gov/Archives/edgar/data/940944/000094094413000041/q1fy14exhibit10-2002stockp.htm)] | | |

| *10.2 | | | | | | [Form of Non-Qualified Stock Option Award Agreement under the Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10(o) to our Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2009).](http://www.sec.gov/Archives/edgar/data/940944/000119312509155014/dex10o.htm)] [added: 2009).](https://www.sec.gov/Archives/edgar/data/940944/000119312509155014/dex10o.htm)] | | |

| *10.3 | | | | | | [Form of annual Non-employee Director Restricted Stock Units Award Agreement under the Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10(mm) to our Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/940944/000094094415000039/dri-201510xkex10mm.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/940944/000094094415000039/dri-201510xkex10mm.htm)] | | |

| *10.4 | | | | | | [Form of initial Non-employee Director Restricted Stock Units Award Agreement under the Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10(nn) to our Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/940944/000094094415000039/dri-201510xkex10nn.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/940944/000094094415000039/dri-201510xkex10nn.htm)] | | |

| *10.5 | | | | | | [Form of quarterly Non-employee Director Restricted Stock Units Award Agreement under the Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10(oo) to our Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/940944/000094094415000039/dri-201510xkex10oo.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/940944/000094094415000039/dri-201510xkex10oo.htm)] | | |

| [removed: *10.6] [added: *10.12] | | | | | | [Form of [removed: annual Non-employee Director] [added: Nonqualified] Stock Option Award Agreement under the Darden Restaurants, Inc. [removed: 2002 Stock] [added: 2015 Omnibus] Incentive [removed: Plan, as amended] [added: Plan] (incorporated by reference to Exhibit [removed: 10(pp)] [added: 10.54] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 31, 2015).](http://www.sec.gov/Archives/edgar/data/940944/000094094415000039/dri-201510xkex10pp.htm)] [added: 29, 2016).](https://www.sec.gov/Archives/edgar/data/940944/000094094416000116/dri-201610xkex1054.htm)] | | |

| [removed: *10.7] [added: *10.14] | | | | | | [Form of [removed: initial Non-employee Director] [added: Nonqualified] Stock Option Award Agreement under the Darden Restaurants, Inc. [removed: 2002 Stock] [added: 2015 Omnibus] Incentive [removed: Plan, as amended] [added: Plan] (incorporated by reference to Exhibit [removed: 10(qq)] [added: 10.40] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 31, 2015).](http://www.sec.gov/Archives/edgar/data/940944/000094094415000039/dri-201510xkex10qq.htm)] [added: 28, 2017).](https://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1040.htm)] | | |

| [removed: *10.8] [added: *10.6] | | | | | | [Form of Change in Control Agreement (incorporated by reference to Exhibit 10(rr) to our Annual Report on Form 10-K for the fiscal year ended May 31, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/940944/000094094415000039/dri-201510xkex10rr.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/940944/000094094415000039/dri-201510xkex10rr.htm)] | | |

| [removed: *10.9] [added: *10.7] | | | | | | [Form of Non-Qualified Stock Option Agreement under the Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.12 to our Quarterly Report on Form 10-Q for the fiscal quarter ended August 30, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/940944/000094094415000068/ex1012q1fy16.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/940944/000094094415000068/ex1012q1fy16.htm)] | | |

| [removed: *10.10] [added: *10.8] | | | | | | [Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 22, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/940944/000094094415000063/a2015omnibusincentiveplan.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/940944/000094094415000063/a2015omnibusincentiveplan.htm)] | | |

| [removed: *10.11] [added: *10.9] | | | | | | [Form of Nonqualified Stock Option Award Agreement under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13 to our Quarterly Report on Form 10-Q for the fiscal quarter ended August 30, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/940944/000094094415000068/ex1013q1fy16.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/940944/000094094415000068/ex1013q1fy16.htm)] | | |

| [removed: *10.12] [added: *10.10] | | | | | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (Quarterly Grant in Lieu of Cash Retainer) under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.14 to our Quarterly Report on Form 10-Q for the fiscal quarter ended August 30, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/940944/000094094415000068/ex1014q1fy16.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/940944/000094094415000068/ex1014q1fy16.htm)] | | |

| [removed: *10.13] [added: *10.11] | | | | | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.15 to our Quarterly Report on Form 10-Q for the fiscal quarter ended August 30, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/940944/000094094415000068/ex1015q1fy16.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/940944/000094094415000068/ex1015q1fy16.htm)] | | |

| [removed: *10.14] [added: *10.21] | | | | | | [Form of Nonqualified Stock Option Award Agreement under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.54] [added: 10.44] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 29, 2016).](http://www.sec.gov/Archives/edgar/data/940944/000094094416000116/dri-201610xkex1054.htm)] [added: 31, 2020).](https://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexnqso.htm)] | | |

| [removed: *10.15] [added: *10.13] | | | | | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.58 to our Annual Report on Form 10-K for the fiscal year ended May 29, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/940944/000094094416000116/dri-201610xkex1058.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/940944/000094094416000116/dri-201610xkex1058.htm)] | | |

| [removed: *10.16] [added: *10.15] | | | | | | [Form of [removed: Nonqualified] [added: Restricted] Stock [removed: Option] [added: Unit] Award Agreement [added: for Non-Employee Directors] under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.40] [added: 10.44] to our Annual Report on Form 10-K for the fiscal year ended May 28, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1040.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1044.htm)] | | |

| [removed: *10.17] [added: *10.22] | | | | | | [Form of Restricted Stock Unit Award Agreement [removed: for Non-Employee Directors] under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.44] [added: 10.45] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 28, 2017).](http://www.sec.gov/Archives/edgar/data/940944/000094094417000027/dri-201710xkex1044.htm)] [added: 31, 2020).](https://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrsustock.htm)] | | |

| [removed: *10.18] [added: *10.16] | | | | | | [Amendment to Darden Restaurants, Inc. 2015 Omnibus Incentive Plan, adopted May 23, 2018 (incorporated by reference to Exhibit 10.34 to our Annual Report on Form 10-K for the fiscal year ended May 27, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1034.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1034.htm)] | | |

| [removed: *10.19] [added: *10.17] | | | | | | [RARE Hospitality International, Inc. Deferred Compensation Plan, as amended and restated effective as of January 1, 2009 (incorporated by reference to Exhibit 10.36 to our Annual Report on Form 10-K for the fiscal year ended May 27, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1036.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1036.htm)] | | |

| [removed: *10.20] [added: *10.18] | | | | | | [Amendment to the RARE Hospitality Management \[sic\], Inc. Deferred Compensation Plan, effective July 28, 2014 (incorporated by reference to Exhibit 10.37 to our Annual Report on Form 10-K for the fiscal year ended May 27, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1037.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/940944/000094094418000050/dri-201810xkex1037.htm)] | | |

| [removed: *10.21] [added: *10.20] | | | | | | [Form of Performance Stock Unit Award Agreement (United States) under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.34] [added: 10.43] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1034.htm)] [added: 31, 2020).](https://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexpsu.htm)] | | |

| [removed: *10.22] [added: *10.24] | | | | | | [Form of Performance Stock Unit Award Agreement [removed: for Eugene I. Lee, Jr.,] [added: (United States)] under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.35] [added: 10.43] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1035.htm)] [added: 30, 2021).](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1043.htm)] | | |

| [removed: *10.23] [added: *10.27] | | | | | | [Form of Restricted Stock Unit Award Agreement [removed: for Eugene I. Lee, Jr.,] [added: (United States)] under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.36] [added: 10.41] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1036.htm)] [added: 29, 2022).](https://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm)] | | |

| [removed: *10.24] [added: *10.23] | | | | | | [Form of [removed: Nonqualified] [added: Performance] Stock [removed: Option] [added: Unit] Award Agreement [removed: for Eugene I. Lee, Jr.,] [added: (United States)] under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.37] [added: 10.47] to our [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for [removed: the] fiscal [removed: year] [added: quarter] ended [removed: May 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1037.htm)] [added: August 30, 2020).](https://www.sec.gov/Archives/edgar/data/940944/000094094420000073/ex1047capburgerawardag.htm)] | | |

| *10.25 | | | | | | [removed: [Amended and Restated Darden] [added: [Darden] Restaurants, Inc. [removed: Benefits Trust Agreement, dated] [added: Annual Incentive Plan, amended and restated effective] as of [removed: October 1, 2017, by and between Darden Restaurants, Inc. and Wells Fargo Bank, National Association] [added: May 31, 2021] (incorporated by reference to Exhibit [removed: 10.38] [added: 10.45] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 26, 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1038.htm)] [added: 30, 2021).](https://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1045.htm)] | | |

| [removed: *10.26] [added: *10.19] | | | | | | [removed: [Amended and Restated] [added: [Second Amendment to the] RARE Hospitality International, Inc. Deferred Compensation Plan [removed: Trust Agreement, dated] [added: (as amended and restated effective January 1, 2009), effective] as of [removed: October] [added: June] 1, [removed: 2017, by and between Darden Restaurants, Inc. and Wells Fargo Bank, National Association] [added: 2019] (incorporated by reference to Exhibit [removed: 10.39] [added: 10.42] to our Annual Report on Form 10-K for the fiscal year ended May 26, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1039.htm)] [added: 2019).](https://www.sec.gov/Archives/edgar/data/940944/000094094419000025/dri-201910xkex1042.htm)] | | |

| | | | | | | July 19, 2024 | | | | | |

| 2.2 | | | | | | [Agreement and Plan of Merger, dated as of July 17, 2024, by and among Darden Restaurants, Inc., Cheetah Merger Sub Inc. and Chuy’s Holdings, Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed July 17, 2024).](https://www.sec.gov/Archives/edgar/data/940944/000119312524180432/d765539dex21.htm) | | |

| 4.8 | | | | | | [Second Supplemental Indenture, dated October 4, 2023, among the Company, Computershare Trust Company, National Association, as successor Trustee, and U.S. Bank Trust Company, National Association, as Trustee for Notes (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed October 10, 2023).](https://www.sec.gov/Archives/edgar/data/940944/000119312523253492/d560942dex41.htm) | | |

| 4.9 | | | | | | [Officers’ Certificate and Authentication Order, dated October 10, 2023, for the 6.300% Senior Notes due 2033 (which includes the form of Note) issued pursuant to the Indenture dated as of January 1, 1996, as amended and supplemented by the First Supplemental Indenture, dated as of February 20, 2018, between Darden Restaurants, Inc. and Computershare Trust Company, National Association, as successor Trustee (the Base Trustee), as amended and supplemented by the Second Supplemental Indenture, dated as of October 4, 2023, among the Company, the Base Trustee and U.S. Bank Trust Company, National Association, as a successor Trustee with respect to the Notes (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed October 10, 2023).](https://www.sec.gov/Archives/edgar/data/940944/000119312523253492/d560942dex42.htm) | | |

| *10.30 | | | | | | [Form of Restricted Stock Unit Award Agreement For Non-Employee Directors (Quarterly Grant in Lieu of Cash Retainer) under the \[Amended and Restated\] Darden Restaurants, Inc. 2015 Omnibus Incentive Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1030.htm) | | |

| *10.34 | | | | | | [Amended and Restated Darden Restaurants, Inc. Benefits Trust Grantor Trust Agreement, dated as of May 15, 2024, by and between Darden Restaurants, Inc. and Delaware Charter Guarantee & Trust Company.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1034.htm) | | |

| *10.35 | | | | | | [Amended and Restated RARE Hospitality International, Inc. Deferred Compensation Plan Trust Grantor Trust Agreement, dated as of May 15, 2024, by and between Darden Restaurants, Inc. and Delaware Charter Guarantee & Trust Company.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1035.htm) | | |

| *10.36 | | | | | | [First Amendment to the Darden Restaurants, Inc. FlexComp Plan (as amended and restated effective June 1, 2021), effective as of June 1, 2024.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1036.htm) | | |

| 19.1 | | | | | | [Darden Restaurants, Inc. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex191.htm) | | |

| 97.1 | | | | | | [Darden Restaurants, Inc. Incentive Compensation Clawback Policy.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex971.htm) | | |

| /s/ Eugene I. Lee, Jr.* | | | | | | Director and Chairman | | | | | | | | |

| Eugene I. Lee, Jr. | | | | | | | | | | | | | | |

| | | | | | | July 21, 2023 | | | | | |

| *10.31 | | | | | | [Form of Restricted Stock Award Agreement under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.46 to our Annual Report on Form 10-K for the fiscal year ended May 31, 2020).](http://www.sec.gov/Archives/edgar/data/940944/000094094420000046/dri-202010xkexrs.htm) | | |

| *10.33 | | | | | | [Form of Performance Stock Unit Award Agreement (United States) under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.43 to our Annual Report on Form 10-K for the fiscal year ended May 30, 2021).](http://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1043.htm) | | |

| *10.34 | | | | | | [Form of Performance Stock Unit Award Agreement for Eugene I. Lee, Jr., under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.44 to our Annual Report on Form 10-K for the fiscal year ended May 30, 2021)](http://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri-202110xkex1044.htm). | | |

| *10.35 | | | | | | [Darden Restaurants, Inc. Annual Incentive Plan, amended and restated effective as of May 31, 2021 (incorporated by reference to Exhibit 10.45 to our Annual Report on Form 10-K for the fiscal year ended May 30, 2021).](http://www.sec.gov/Archives/edgar/data/940944/000094094421000041/dri202110-kex1045.htm) | | |

| *10.36 | | | | | | [Darden Restaurants, Inc. Amended and Restated FlexComp Plan, amended and restated as of June 1, 2021](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1039flexcomp.htm) [(inc](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1039flexcomp.htm)[orporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K for the fiscal year ended May 29, 2022)](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1039flexcomp.htm)[.](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1039flexcomp.htm) | | |

| *10.38 | | | | | | [Form of Restricted Stock Unit Award Agreement (United States) under the Darden Restaurants, Inc. 2015 Omnibus Incentive Plan](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm) [(incorporated by reference to Exhibit 10.](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm)[41 to our Annual Report on Form 10-K for the fi](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm)[scal year end](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm)[ed May 29, 2022)](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm)[.](http://www.sec.gov/Archives/edgar/data/940944/000094094422000042/dri2022ex1041rsu.htm) | | |

| 10.40 | | | | | | [Amendment No. 1 to the Revolving Credit Agreement among Darden Restaurants, Inc., certain lenders party thereto and Bank of America, N.A., as administrative agent, dated as of May 31, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 1, 2023).](http://www.sec.gov/Archives/edgar/data/940944/000094094423000022/a101darden-amendmentno1tor.htm) | | |

| 10.41 | | | | | | [Term Loan Agreement among Darden Restaurants, Inc., certain lenders party thereto and Bank of America, N.A., as administrative agent, dated as of May 31, 2023 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed June 1, 2023).](http://www.sec.gov/Archives/edgar/data/940944/000094094423000022/a102darden-termloanagreeme.htm) | | |

| 101.INS | | | | | | XBRL Instance Document | | |