Darden Restaurants (DRI) 10-K risk factor changes: FY2025 vs FY2024

[removed: We] [added: While inflationary conditions] have [added: somewhat abated in recent periods, we have] experienced and continue to experience higher than normal inflationary conditions with respect to most or all of these costs during fiscal [removed: 2024.][added: 2025.]

The introduction of or changes to tariffs [added: or adverse impacts resulting from restrictive trade policies or trade disputes] on imported food products, such as produce and seafood, could increase our costs and possibly impact the supply of those products.

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

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

Economic recession, a protracted economic slowdown, a worsening economy, [added: political instability,] increased unemployment, increased 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 [added: reduce the frequency of their dining occasions, may spend less on each dining occasion or may choose more inexpensive food options.]

Adequate staffing and retention of qualified restaurant team members is a critical factor impacting our [removed: guests’ experience in our restaurants.]

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

The market for the most qualified talent continues to be [removed: competitive] [added: competitive,] and we must provide competitive wages, benefits and workplace conditions to maintain our most qualified team members.

Food safety is a top [removed: priority,] [added: priority for us,] and we dedicate substantial resources to ensuring that our guests enjoy safe, quality food products.

In addition, regardless of the source or cause, any report of food-borne illnesses [added: caused by pathogens] such as E. coli, hepatitis A, [removed: norovirus] [added: norovirus, listeria] or salmonella, or other food safety issues including food tampering or contamination at one of our restaurants could adversely affect the reputation of our brands and have a negative impact on our sales.

Even instances of food-borne illness, food tampering or food contamination occurring solely at [removed: restaurants of] our [removed: competitors] [added: competitors’ restaurants, suppliers or distributors (even if we do not work with them)] could result in negative publicity about the food service industry generally and adversely impact our sales.

Risks Relating to Information [removed: Technology] [added: Technology, Cybersecurity] and Privacy

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.

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

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

[removed: For example,] [added: In addition,] 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 [removed: sophisticated] [added: sophisticated, more difficult to detect, contain] and [added: mitigate, 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.

[removed: 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.

We may incur increased costs to comply with privacy and data protection [removed: laws] [added: laws,] and, if we fail to comply or our systems are compromised, we could be subject to government enforcement actions, private litigation and adverse publicity.

The [removed: complexity of these] [added: increasingly complex and evolving regulatory environment related to data] 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.

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

The inability to successfully integrate the Chuy’s [added: brand’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 [removed: in the] [added: from] Chuy’s operations.

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

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

We expect that the [added: acquisition of] Chuy’s [removed: 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.

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

The development and operation of restaurants depends [removed: to a significant extent] on the selection and acquisition of suitable [removed: sites,] [added: sites to a significant extent,] which are subject to building, zoning, land use, environmental, traffic and other regulations and requirements.

There also has been increasing focus by United States and overseas governmental authorities on other environmental matters, such as climate change, the reduction of greenhouse [removed: gases] [added: gas emissions] and water consumption.

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, [added: administrative enforcement actions, fines and civil and criminal liability.]

A failure to identify and execute innovative marketing and guest relationship tactics, ineffective or improper use of other marketing initiatives, and increased advertising and marketing costs could adversely affect our [added: sales and] results of operations.

If our competitors increase their spending on advertising and promotions, if our advertising, media or marketing expenses increase, if our advertising and promotions become less effective than those of our competitors, or if we do not adequately leverage technology and data analytic capabilities needed to generate concise competitive insight, we could experience a material adverse effect on our [added: sales and our] results of operations.

Climate change, adverse weather conditions and natural disasters could adversely affect our [removed: restaurant] sales or results of operations.

Adverse weather conditions have in the past and may continue to impact guest traffic at our restaurants, cause the temporary underutilization of outdoor patio seating and, in more severe cases such as hurricanes, tornadoes, wildfires or other natural disasters, cause property damage and temporary closures, sometimes for prolonged periods, which could negatively impact our [removed: restaurant] sales or costs.

As of May [removed: 26, 2024, 1,952] [added: 25, 2025, 2,065] of our [removed: 2,031] [added: 2,159] restaurants operating in the United States and Canada operate in leased [removed: locations] [added: locations,] and the leases are generally non-cancellable for some period of time.

Our inability or failure to execute on a comprehensive business continuity plan following a major natural [removed: disaster] [added: disaster,] such as a hurricane or manmade disaster, at our corporate facility could have a materially adverse impact on our business.

Shortages, delays or interruptions in the supply of food items and other supplies to our restaurants may be caused by severe weather; natural disasters such as hurricanes, tornadoes, floods, droughts, wildfires and earthquakes; macroeconomic conditions [added: (such as tariffs and trade disputes)] resulting in disruptions to the shipping and transportation industries; labor issues such as increased costs or worker shortages or other operational disruptions [added: at our suppliers, vendors or other service providers; the inability of our vendors or service providers to manage adverse business conditions, obtain credit or remain solvent; or other conditions beyond our control.]

[removed: If] [added: Consumers at our restaurants may be sensitive to price increases, and if] we increase menu prices as a result of increased food costs or remove menu items due to shortages, such responses may negatively impact our sales.

Existing brand short-term sales growth could be impacted if we are unable to drive [removed: near term] [added: near-term] guest count and sales growth, and long-term sales growth could be impacted if we fail to extend our existing brands in ways that are relevant to our guests.

The ability to open and profitably operate restaurants is subject to various risks, such as the identification and availability of suitable and economically viable [removed: locations,] [added: locations;] the negotiation of acceptable lease or purchase terms for new [removed: locations,] [added: locations;] the need to obtain all required governmental permits (including zoning approvals and liquor licenses) on a timely [removed: basis,] [added: basis;] the need to comply with other regulatory [removed: requirements,] [added: requirements;] the availability of necessary contractors and [removed: subcontractors,] [added: subcontractors;] the ability to meet construction schedules and [removed: budgets,] [added: budgets;] the ability to manage union activities such as picketing or hand billing which could delay [removed: construction,] [added: construction;] increases in labor and building material [removed: costs,] [added: costs;] supply chain [removed: disruptions,] [added: disruptions;] the availability of financing at acceptable rates and [removed: terms,] [added: terms;] changes in patterns or severity of weather or other acts of God that could result in construction delays and adversely affect the [removed: results of one or more restaurants for an indeterminate amount of time, our ability to hire and train qualified management personnel and general economic and business conditions.]

guests’ experience in our restaurants.

Anticipated changes in immigration laws and regulations could decrease the pool of candidates with legal work authorizations, cause disruption in the workforce for all companies that rely on hourly workers and increase the costs, time and requirements to hire new employees.

As information security laws and regulations change and cyber risks evolve, we may be required to make significant capital

Failure to maintain such brand and operating excellence may also result in restaurant closures.

results of one or more restaurants for an indeterminate amount of time; and our ability to hire and train qualified management personnel and general economic and business conditions.

These gains and

Plaintiffs in these types of lawsuits may seek recovery of very

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

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.

at our suppliers, vendors or other service providers; the inability of our vendors or service providers to manage adverse business conditions, obtain credit or remain solvent; or other conditions beyond our control.

We incur substantial pre-opening expenses each time we open a new

from time to time by other persons.

incidents, data security breaches, scandals involving our employees, or operational problems at our restaurants, all of which could make our brands and menu offerings less appealing to our guests and negatively impact our guest counts and sales.

Fiscal [removed: 2024,] [added: 2025,] which ended May [removed: 26, 2024,] [added: 25, 2025,] and fiscal [removed: 2023,] [added: 2024,] which ended May [removed: 28, 2023,] [added: 26, 2024,] each consisted of 52 weeks.

At May [removed: 26, 2024,] [added: 25, 2025,] we owned and operated [removed: 2,031] [added: 2,159] restaurants through subsidiaries in the United States and Canada under the Olive Garden®, LongHorn Steakhouse®, Cheddar’s Scratch Kitchen®, [added: Chuy’s®,] Yard House®, Ruth’s Chris Steak House® (Ruth’s Chris), The Capital Grille®, Seasons 52®, [removed: Bahama Breeze®,] Eddie V’s Prime Seafood® (Eddie [removed: V’s)] [added: V’s), Bahama Breeze®] and The Capital Burger® trademarks.

We own and operate all of our restaurants in the United States and Canada, except for [removed: 2] [added: 5 restaurants we manage through] joint venture [removed: restaurants managed by us, 4 restaurants managed by us under] [added: or other] contractual agreements and 85 franchised restaurants.

We also have [removed: 61] [added: 69] franchised restaurants in operation located in Canada, Latin America, the Caribbean, Asia and the Middle East.

As a result of the acquisition and related integration efforts, we incurred expenses of [removed: $51.8] [added: $44.6] million [removed: ($42.1] [added: ($36.7] million, net of tax) during the twelve months ended May [removed: 26, 2024.][added: 25, 2025.]

Fiscal [removed: 2024] [added: 2025] Financial Highlights

- Total sales increased [removed: 8.6] [added: 6.0] percent to [removed: $11.39] [added: $12.08] billion in fiscal [removed: 2024] [added: 2025] from [removed: $10.49] [added: $11.39] billion in fiscal [removed: 2023] [added: 2024] driven by a blended same-restaurant sales increase of [removed: 1.6] [added: 2.0] percent and sales from the addition of [removed: 80] [added: 103] net company-owned [removed: Ruth's Chris] [added: Chuy’s] restaurants and [removed: 37] [added: 25] other net new restaurants.

- [removed: Reported diluted] [added: Diluted] net earnings per share from continuing operations increased to [removed: $8.53] [added: $8.88] in fiscal [removed: 2024] [added: 2025] from [removed: $8.00] [added: $8.53] in fiscal [removed: 2023,] [added: 2024,] a [removed: 6.6] [added: 4.1] percent increase.

- Net earnings from continuing operations increased to [removed: $1.03] [added: $1.05] billion in fiscal [removed: 2024] [added: 2025] from [removed: $983.5 million] [added: $1.03 billion] in fiscal [removed: 2023,] [added: 2024,] a [removed: 4.8] [added: 2.0] percent increase.

- Net loss from discontinued operations [removed: increased] [added: decreased] to [removed: $2.9] [added: $1.4] million ($0.02 per diluted share) in fiscal [removed: 2024,] [added: 2025,] from [removed: $1.6] [added: $2.9] million [removed: ($0.01] [added: ($0.02] per diluted share) in fiscal [removed: 2023.][added: 2024.]

When combined with results from continuing operations, our diluted net earnings per share was [removed: $8.51] [added: $8.86] for fiscal [removed: 2024] [added: 2025] and [removed: $7.99] [added: $8.51] for fiscal [removed: 2023.][added: 2024.]

We expect fiscal [removed: 2025] [added: 2026] sales from continuing operations to increase between [removed: 3.5 percent and 4.5] [added: 7.0 to 8.0] percent, driven by [added: growth of 2.0 percent related to the fifty-third week in fiscal 2026,] same-restaurant sales growth (1) of [removed: 1.0 percent to] 2.0 [added: to 3.5] percent, and sales from [removed: 45] [added: 60] to [removed: 50] [added: 65] new restaurant openings.

In fiscal [removed: 2025,] [added: 2026,] we expect our annual effective tax rate to be 13 [removed: percent] [added: percent,] and we expect capital expenditures incurred to build new restaurants, remodel and maintain existing restaurants and technology initiatives to be between [removed: $550] [added: $700] million and [removed: $600] [added: $750] million.

RESULTS OF OPERATIONS FOR FISCAL [removed: 2024] [added: 2025] AND [removed: 2023][added: 2024]

All information is derived from the consolidated statements of earnings for the fiscal years ended May [removed: 26, 2024] [added: 25, 2025] and May [removed: 28, 2023:][added: 26, 2024:]

| (in millions) | | | May [removed: 26, 2024] [added: 25, 2025] | | | | | | May [removed: 28, 2023] [added: 26, 2024] | | | | | | [removed: 2024] [added: 2025] v. [removed: 2023] [added: 2024] | | | | | | | | |

| Food and beverage | | | [removed: 3,523.9] [added: 3,657.0] | | | | | | [removed: 3,355.9] [added: 3,523.9] | | | | | | [removed: 5.0%] [added: 3.8%] | | | | | | | | |

| Restaurant labor | | | [removed: 3,619.3] [added: 3,833.1] | | | | | | [removed: 3,346.3] [added: 3,619.3] | | | | | | [removed: 8.2%] [added: 5.9%] | | | | | | | | |

| Marketing expenses | | | [removed: 144.5] [added: 169.9] | | | | | | [removed: 118.3] [added: 144.5] | | | | | | [removed: 22.1%] [added: 17.6%] | | | | | | | | |

| General and administrative expenses | | | [removed: 479.2] [added: 520.3] | | | | | | [removed: 386.1] [added: 479.2] | | | | | | [removed: 24.1%] [added: 8.6%] | | | | | | | | |

| Depreciation and amortization | | | [removed: 459.9] [added: 516.1] | | | | | | [removed: 387.8] [added: 459.9] | | | | | | [removed: 18.6%] [added: 12.2%] | | | | | | | | |

| Impairments and disposal of assets, net | | | [removed: 12.4] [added: 49.2] | | | | | | [removed: (10.6)] [added: 12.4] | | | | | | NM | | | | | | | | |

| Total operating costs and expenses | | | $ | [removed: 10,075.8] [added: 10,714.4] | | | | | $ | [removed: 9,286.0] [added: 10,075.8] | | | | | [removed: 8.5%] [added: 6.3%] | | | | | | | | |

| Operating income | | | $ | [removed: 1,314.2] [added: 1,362.3] | | | | | $ | [removed: 1,201.8] [added: 1,314.2] | | | | | [removed: 9.4%] [added: 3.7%] | | | | | | | | |

| Interest, net | | | [removed: 138.7] [added: 175.1] | | | | | | [removed: 81.3] [added: 138.7] | | | | | | [removed: 70.6%] [added: 26.2%] | | | | | | | | |

| Earnings before income taxes | | | $ | [removed: 1,175.5] [added: 1,187.2] | | | | | $ | [removed: 1,120.5] [added: 1,175.5] | | | | | [removed: 4.9%] [added: 1.0%] | | | | | | | | |

| Income tax expense (1) | | | [removed: 145.0] [added: 136.2] | | | | | | [removed: 137.0] [added: 145.0] | | | | | | [removed: 5.8%] [added: (6.1)%] | | | | | | | | |

| Earnings from continuing operations | | | $ | [removed: 1,030.5] [added: 1,051.0] | | | | | $ | [removed: 983.5] [added: 1,030.5] | | | | | [removed: 4.8%] [added: 2.0%] | | | | | | | | |

| Losses from discontinued operations, net of tax | | | [removed: (2.9)] [added: (1.4)] | | | | | | [removed: (1.6)] [added: (2.9)] | | | | | | [removed: 81.3%] [added: (51.7)%] | | | | | | | | |

| Net earnings | | | $ | [removed: 1,027.6] [added: 1,049.6] | | | | | $ | [removed: 981.9] [added: 1,027.6] | | | | | [removed: 4.7%] [added: 2.1%] | | | | | | | | |

| (1) Effective tax rate | | | [removed: 12.3] [added: 11.5] | | % | | | | [removed: 12.2] [added: 12.3] | | % | | | | | | | | | | | | |

The following table details the number of company-owned restaurants [removed: currently] reported in continuing [removed: operations,] [added: operations at the end of fiscal 2025,] compared with the number open at the end of fiscal [removed: 2023:][added: 2024:]

| | | | | | | May [removed: 26, 2024] [added: 25, 2025] | | | | | | May [removed: 28, 2023] [added: 26, 2024] | | |

| Olive Garden | | | | | | [removed: 920] [added: 935] | | | | | | [removed: 905] [added: 920] | | |

| LongHorn Steakhouse | | | | | | [removed: 575] [added: 591] | | | | | | [removed: 562] [added: 575] | | |

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

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

| Ruth’s Chris | | | | | | [removed: 80] [added: 82] | | | | | | [removed: —] [added: 80] | | |

| The Capital Grille | | | | | | [removed: 66] [added: 71] | | | | | | [removed: 62] [added: 66] | | |

| Seasons 52 | | | | | | [removed: 44] [added: 43] | | | | | | 44 | | |

Fiscal 2026, which ends on May 31, 2026, will consist of 53 weeks.

On October 11, 2024, we acquired 100 percent of the equity interest of Chuy’s Holdings Inc. (Chuy’s) in an all-cash transaction of $649.1 million in total consideration, $613.7 million in net cash consideration, inclusive of $35.4 million of cash on Chuy’s balance sheet at closing.

(1) Annual same-restaurant sales is a 52-week metric and excludes the impact of Chuy’s, which will not have been owned and operated by Darden for a 16-month period prior to the beginning of fiscal 2026, as well as any additional locations not expected to be operated by Darden for the entirety of the fiscal year.

| Sales | | | $ | 12,076.7 | | | | | $ | 11,390.0 | | | | | 6.0% | | | | | | | | |

| Restaurant expenses | | | 1,944.0 | | | | | | 1,812.3 | | | | | | 7.3% | | | | | | | | |

| Pre-opening costs | | | 24.8 | | | | | | 24.3 | | | | | | 2.1% | | | | | | | | |

| Chuy’s | | | | | | 108 | | | | | | — | | |

| Olive Garden | | | $ | 5,212.9 | | | | | $ | 5,067.0 | | | | | 2.9 | | % | | | | 1.7 | | % | | | | $ | 5.6 | | | | | $ | 5.6 | |

| LongHorn Steakhouse | | | $ | 3,025.5 | | | | | $ | 2,806.2 | | | | | 7.8 | | % | | | | 5.1 | | % | | | | $ | 5.2 | | | | | $ | 4.9 | |

| Fine Dining | | | $ | 1,304.8 | | | | | $ | 1,291.5 | | | | | 1.0 | | % | | | | (3.0) | | % | | | | $ | 7.2 | | | | | $ | 7.6 | |

| Other Business | | | $ | 2,533.5 | | | | | $ | 2,225.3 | | | | | 13.8 | | % | | | | 0.2 | | % | | | | $ | 5.8 | | | | | $ | 6.0 | |

| | | | $ | 12,076.7 | | | | | $ | 11,390.0 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Pre-opening costs | | | 0.2 | | | | | | 0.2 | | |

- Pre-opening costs remained flat as a percent of sales.

- Impairments and disposal of assets, net increased as a percent of sales primarily due to the decision to close twenty-two underperforming restaurant locations during the fourth quarter of fiscal 2025.

During fiscal 2025, we had income tax expense of $136.2 million on earnings before income tax of $1.19 billion

H.R. 1., also known as the One Big Beautiful Bill Act (OBBBA), was enacted on July 4, 2025.

The legislation includes several provisions that may impact the timing and magnitude of certain tax deductions.

Key provisions include the permanent extension of several business tax benefits originally introduced under the 2017 Tax Cuts and Jobs Act.

We are currently evaluating the provisions of the OBBBA to assess their potential impact on our financial position, results of operations and cash flows.

| Olive Garden | | | | | | 22.3% | | | | | | 22.1% | | | | | | 20 | | | BP | | |

| LongHorn Steakhouse | | | | | | 19.3% | | | | | | 18.4% | | | | | | 90 | | | BP | | |

| Fine Dining | | | | | | 18.6% | | | | | | 19.0% | | | | | | (40) | | | BP | | |

| Other Business | | | | | | 15.7% | | | | | | 15.3% | | | | | | 40 | | | BP | | |

On September 16, 2024, we entered into Amendment No. 1 (Amendment) to the Revolving Credit Agreement, which replaced the prior financial covenant (which provided for a maximum consolidated total debt to total capitalization ratio) with a new financial covenant requiring us to maintain, measured as of the end of each fiscal quarter, a maximum consolidated leverage ratio of 3.50 to 1.00 (which may be temporarily increased to 4.00 to 1.00 upon the election as a result of a covered acquisition, subject to customary limitations set forth in the Revolving Credit Agreement).

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

The intended use of the proceeds was to finance our acquisition of Chuy’s and we subsequently terminated the Term Loan Agreement on October 3, 2024, in connection with the closing of our senior notes issuance discussed below.

We did not draw any funds, and there were never any outstanding borrowings under the Term Loan Agreement.

We used the proceeds from our issuance of the Notes to finance our acquisition of Chuy’s and for general corporate purposes.

- $400.0 million of unsecured 4.350 percent senior notes due in October 2027;

- $350.0 millions of unsecured 4.550 percent senior notes due in October 2029;

| Long-term debt (1) | | | | | | $ | 3,021.5 | | | | | $ | 106.4 | | | | | $ | 1,084.9 | | | | | $ | 481.6 | | | | | $ | 1,348.6 | |

| Leases (2) | | | | | | 3,066.0 | | | | | | 527.8 | | | | | | 982.7 | | | | | | 712.9 | | | | | | 842.6 | | |

| Purchase obligations (3) | | | | | | 547.6 | | | | | | 500.8 | | | | | | 46.8 | | | | | | — | | | | | | — | | |

| Benefit obligations (4) | | | | | | 321.3 | | | | | | 32.4 | | | | | | 64.6 | | | | | | 64.4 | | | | | | 159.9 | | |

| Unrecognized income tax benefits (5) | | | | | | 23.7 | | | | | | 1.6 | | | | | | 4.6 | | | | | | 17.5 | | | | | | — | | |

| Total contractual obligations | | | | | | $ | 6,980.1 | | | | | $ | 1,169.0 | | | | | $ | 2,183.6 | | | | | $ | 1,276.4 | | | | | $ | 2,351.1 | |

| Guarantees (7) | | | | | | 76.5 | | | | | | 26.6 | | | | | | 32.5 | | | | | | 14.9 | | | | | | 2.5 | | |

| Total commercial commitments | | | | | | $ | 173.2 | | | | | $ | 123.3 | | | | | $ | 32.5 | | | | | $ | 14.9 | | | | | $ | 2.5 | |

(4)Primarily represents our non-qualified deferred compensation plan through fiscal 2035.

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

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% | | | | | | | | |

| Restaurant expenses | | | 1,836.6 | | | | | | 1,702.2 | | | | | | 7.9% | | | | | | | | |

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

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

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

| LongHorn Steakhouse | | | $ | 2,806.2 | | | | | $ | 2,612.3 | | | | | 7.4 | | % | | | | 4.7 | | % | | | | $ | 4.9 | | | | | $ | 4.7 | |

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

- 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.

The Inflation Reduction Act (IRA) was enacted on August 16, 2022.

The IRA includes provisions imposing a 1 percent excise tax on share repurchases that occur after December 31, 2022 and introduced a 15 percent corporate alternative minimum

tax (CAMT) on adjusted financial statement income.

The impact of the IRA excise tax and the CAMT are immaterial to our fiscal 2024 consolidated financial statements.

| Olive Garden | | | | | | 21.9% | | | | | | 21.0% | | | | | | 90 | | | BP | | |

| LongHorn Steakhouse | | | | | | 18.2% | | | | | | 16.5% | | | | | | 170 | | | BP | | |

| Fine Dining | | | | | | 18.7% | | | | | | 19.1% | | | | | | (40) | | | BP | | |

| Other Business | | | | | | 15.1% | | | | | | 13.9% | | | | | | 120 | | | BP | | |

The increase in the Other Business segment profit margin for fiscal 2024 was driven primarily by increased franchise revenue with the addition of Ruth’s Chris and lower food and beverage costs, partially offset by negative same-restaurant sales and increased restaurant labor costs and marketing costs.

In considering the qualitative approach related to goodwill, we evaluated

If our assessment resulted in an impairment of our assets, including goodwill or trademarks, our financial position and results of operations would be adversely affected and our leverage ratio for purposes of our revolving credit agreement (Revolving Credit Agreement) would increase.

A leverage ratio exceeding the maximum permitted under our Revolving Credit Agreement would be a default under our Revolving Credit Agreement.

At May 26, 2024, additional write-downs of goodwill, other indefinite-lived intangible assets, or any other assets in excess of approximately $781.4 million would have been required to cause our leverage ratio to exceed the permitted maximum.

As our leverage ratio is determined on a quarterly basis, and due to the seasonal nature of our business, a lesser amount of impairment in future quarters could cause our leverage ratio to exceed the permitted maximum.

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.

We borrowed $600 million under the Term Loan to fund a portion of the consideration paid in connection with the acquisition of Ruth’s Chris.

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.

| 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 | | | | | | — | | | | | | — | | |

At May [removed: 26, 2024,] [added: 25, 2025,] our potential losses in future net earnings resulting from changes in equity forwards, commodity [removed: instruments] [added: instruments, currencies] and floating rate and fixed rate debt interest rate exposures were approximately [removed: $60.3] [added: $63.3] 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, [removed: over a period of one year, was approximately $105.5 million.]

The fair value of our long-term fixed-rate debt outstanding as of May [removed: 26, 2024,] [added: 25, 2025,] averaged [removed: $1.37] [added: $1.89] billion, with a high of [removed: $1.47] [added: $2.17] billion and a low of [removed: $858.8 million] [added: $1.37 billion] during fiscal [removed: 2024.][added: 2025.]

over a period of one year, was approximately $121.1 million.

Darden Restaurants, Inc. is a full-service restaurant company, and as of May [removed: 26, 2024,] [added: 25, 2025,] we owned and operated [removed: 2,031] [added: 2,159] restaurants through subsidiaries in the United States and Canada under the Olive Garden®, LongHorn Steakhouse®, Cheddar’s Scratch Kitchen®, [added: Chuy’s®,] Yard House®, Ruth’s Chris Steak House® (“Ruth’s Chris”), The Capital Grille®, Seasons 52®, [removed: Bahama Breeze®,] Eddie V’s Prime Seafood® (“Eddie V’s”), [added: Bahama Breeze®,] and The Capital Burger® trademarks.

As of May [removed: 26, 2024,] [added: 25, 2025,] we also had [removed: 146] [added: 154] restaurants operated by independent third parties pursuant to area development and franchise 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 and contractual agreements, as of May [removed: 26, 2024:][added: 25, 2025:]

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

| Owned and operated: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]

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

| [removed: Total | | |] [added: 2024] | | | 920 | | | [removed: | | |] 575 | | | [removed: | | |] 181 | | | [added: —] | | | 88 | | | [removed: | | |] 80 | | | [removed: | | |] 66 | | | [removed: | | |] 44 | | | [removed: | | | 43 | | | | | |] 30 | | | [added: 43] | | | 4 | | | [added: 2,031] | | | [removed: 2,031] [added: $11,390.0] | | |

| Franchised: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]

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

| Latin America | | | [removed: | | | 31] [added: 32] | | | [added: —] | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | [removed: | | |] 2 | | | [removed: | | |] — | | | | | | — | | | [removed: | | |] — | | | | | | — | | | [removed: | | | 35] [added: 36] | | |

| Canada | | | [removed: | | |] — | | | [added: —] | | | — | | | | | | — | | | | | | — | | | | | | 6 | | | [removed: | | |] — | | | [removed: | | |] — | | | | | | — | | | [removed: | | |] — | | | | | | — | | | [removed: | | |] 6 | | |

| Asia | | | [removed: | | | 3] [added: 5] | | | [added: 1] | | | — | | | | | | — | | | | | | — | | | | | | [removed: 14 | | |] [added: 16] | | | — | | | [removed: | | |] — | | | | | | — | | | [removed: | | |] — | | | | | | — | | | [removed: | | | 17] [added: 22] | | |

| Middle East | | | [removed: | | | 1 | | |] [added: 3] | | | — | | | [removed: | | |] — | | | | | | — | | | | | | — | | | | | | — | | | [added: —] | | | — | | | | | | — | | | [removed: | | |] — | | | | | | — | | | [removed: | | | 1] [added: 3] | | |

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

| Total | | | [removed: | | | 47 | | | | | | 19] [added: —] | | | [added: —] | | | [removed: 3] [added: —] | | | | | | — | | | | | | [removed: 74 | | |] [added: —] | | | [removed: 2] | | | [added: 4] | | | — | | | [added: —] | | | [removed: 1] | | | [added: —] | | | — | | | | | | — | | | [removed: | | | 146] [added: 4] | | |

| Operated: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]

| United States | | | [removed: | | |] — | | | [added: —] | | | — | | | | | | — | | | | | | — | | | | | | 4 | | | [removed: | | |] — | | | [removed: | | |] — | | | | | | — | | | [removed: | | |] — | | | | | | — | | | [removed: | | |] 4 | | |

| Total | | | [removed: | | | —] [added: 52] | | | [added: 20] | | | [removed: —] [added: 3] | | | | | | — | | | | | | — | | | | | | [removed: 4 | | | | | | —] [added: 76] | | | [added: 2] | | | — | | | | | | — | | | [removed: | | | —] [added: 1] | | | | | | — | | | [removed: | | | 4] [added: 154] | | |

(1)Includes [removed: two restaurants] [added: one restaurant] that [removed: are] [added: is] owned jointly by us and third [removed: parties,] [added: parties] and managed by us.

Our fiscal year [removed: 2024] [added: 2025] ended May [removed: 26, 2024] [added: 25, 2025] and consisted of 52 weeks, fiscal [removed: 2023] [added: 2024] ended May [removed: 28, 2023] [added: 26, 2024] and consisted of 52 weeks, and fiscal [removed: 2022] [added: 2023] ended May [removed: 29, 2022] [added: 28, 2023] and consisted of 52 weeks.

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

Most dinner menu entrée prices range from [removed: $11.50] [added: $12.00] to [removed: $21.50,] [added: $23.50,] and most lunch menu entrée prices range from $9.50 to $11.50.

During fiscal [removed: 2024,] [added: 2025,] the average check per person (defined as total sales divided by number of entrées sold) was approximately [removed: $23.00,] [added: $24.00,] with alcoholic beverages accounting for [removed: 5.0] [added: 4.7] percent of Olive Garden’s sales.

LongHorn Steakhouse opened its first restaurant in [removed: 1981] [added: 1981,] and we acquired LongHorn Steakhouse in October 2007 as part of the RARE Hospitality International, Inc. (RARE) acquisition.

Most dinner menu entrée prices range from [removed: $13.50] [added: $14.00] to [removed: $39.00,] [added: $41.00,] and most lunch menu entrée prices range from $9.00 to $12.00.

During fiscal [removed: 2024,] [added: 2025,] the average check per person was approximately [removed: $27.50,] [added: $28.00,] with alcoholic beverages accounting for [removed: 8.6] [added: 8.5] percent of LongHorn Steakhouse’s sales.

[removed: LongHorn Steakhouse maintains different menus for dinner and lunch and different menus across its trade] areas to reflect geographic differences in consumer preferences, prices and selections, as well as a smaller portioned, lower-priced children’s menu.

Cheddar’s Scratch Kitchen opened its first restaurant in [removed: 1979] [added: 1979,] and we acquired Cheddar’s Scratch Kitchen in April 2017.

During fiscal [removed: 2024,] [added: 2025,] the average check per person was approximately [removed: $18.50,] [added: $19.00,] with alcoholic beverages accounting for [removed: 7.6] [added: 7.0] percent of Cheddar’s Scratch Kitchen’s sales.

Yard House opened its first restaurant in [removed: 1996] [added: 1996,] and we acquired Yard House in August 2012.

Most lunch and dinner menu entrée prices range from $10.00 to [removed: $51.00.][added: $54.00.]

During fiscal [removed: 2024,] [added: 2025,] the average check per person was approximately [removed: $35.00,] [added: $36.00,] with alcoholic beverages accounting for [removed: 31.3] [added: 30.0] percent of Yard House’s sales.

Ruth’s Chris opened its first restaurant in [removed: 1965] [added: 1965,] and we acquired Ruth’s Chris in June 2023.

Most dinner menu entrée prices range from $40.00 to [removed: $85.00] [added: $85.00,] and most lunch menu entrée prices range from $16.00 to $65.00.

During fiscal [removed: 2024,] [added: 2025,] the average check per person was approximately [removed: $101.00,] [added: $104.50,] with alcoholic beverages accounting for [removed: 19.9] [added: 19.3] percent of Ruth’s Chris’ sales.

The Capital Grille opened its first restaurant in [removed: 1990] [added: 1990,] and we acquired The Capital Grille in October 2007 as part of the RARE acquisition.

Most dinner menu entrée prices range from [removed: $38.00] [added: $40.00] to [removed: $95.00] [added: $95.00,] and most lunch menu entrée prices range from [removed: $22.00] [added: $23.00] to [removed: $52.00.][added: $53.00.]

During fiscal [removed: 2024,] [added: 2025,] the average check per person was approximately [removed: $101.50,] [added: $104.00,] with alcoholic beverages accounting for [removed: 26.2] [added: 26.3] percent of The Capital Grille’s sales.

Most lunch and dinner menu entrée prices range from [removed: $13.00] [added: $12.50] to [removed: $49.50.][added: $51.00.]

During fiscal [removed: 2024,] [added: 2025,] the average check per person was approximately [removed: $51.00,] [added: $52.00,] with alcoholic beverages accounting for [removed: 22.7] [added: 21.8] percent of Seasons 52’s sales.

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

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

| United States | | | 927 | | | 591 | | | 181 | | | | | | 108 | | | | | | 88 | | | | | | 82 | | | 71 | | | 43 | | | | | | 29 | | | 28 | | | | | | 3 | | | 2,151 | | |

| Total | | | 935 | | | 591 | | | 181 | | | | | | 108 | | | | | | 88 | | | | | | 82 | | | 71 | | | 43 | | | | | | 29 | | | 28 | | | | | | 3 | | | 2,159 | | |

| Grand Total | | | 987 | | | 611 | | | 184 | | | | | | 108 | | | | | | 88 | | | | | | 162 | | | 73 | | | 43 | | | | | | 29 | | | 29 | | | | | | 3 | | | 2,317 | | |

On October 11, 2024, we acquired 100 percent of the equity interest of Chuy’s Holdings, Inc. (Chuy’s Holdings) in an all-cash transaction of $649.1 million in total consideration, $613.7 million in net cash consideration, inclusive of $35.4 million of cash on Chuy’s Holdings balance sheet at closing.

We financed the acquisition with a portion of the proceeds from the issuance of a $400.0 million aggregate principal amount of 4.350 percent senior notes due 2027 (2027 Notes) and a $350.0 million aggregate principal amount of 4.550 percent senior notes due 2029 (2029 Notes), which were issued on October 3, 2024.

The 2027 Notes will mature on October 15, 2027 and the 2029 Notes will mature on October 15, 2029.

Interest on the Notes will be paid semi-

annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2025, to holders of record on the preceding March 31 or September 30, as the case may be.

During the fourth quarter of fiscal 2025, we entered into an agreement with Recipe Unlimited, Canada’s largest full-service restaurant company, pursuant to which Recipe Unlimited will acquire Olive Garden’s eight Canadian restaurants.

These restaurants will be franchise-owned and will operate as members of our Olive Garden International family.

Recipe Unlimited is headquartered in Toronto, operating more than 1,200 restaurants in more than 300 communities across Canada.

Subsequent to the end of the quarter, on July 14, 2025, we successfully closed on the sale.

On our June 2025 earnings call, we announced the decision to explore strategic alternatives for the Bahama Breeze brand, which includes 28 locations owned and operated by Darden and one franchise location.

We will be exploring a sale of the brand or conversions of some or all locations to other Darden brands.

LongHorn Steakhouse maintains different menus for dinner and lunch and different menus across its trade

Each entree includes a honey butter croissant.

*Chuy’s*

Chuy’s is a full-service restaurant brand offering a distinct menu of authentic, freshly-prepared Mexican and Tex-Mex inspired food.

The restaurants have common décor, but each location is unique in format, offering an “unchained” look and feel, as expressed by the motto “If you’ve seen one Chuy’s, you’ve seen one Chuy’s!” Chuy’s opened its first restaurant in Austin, Texas in 1982, and we acquired Chuy’s in October 2024.

Most menu entrée prices range from $11.00 to $21.00.

During fiscal 2025, the average check per person was approximately $19.50, with alcoholic beverages accounting for 12.0 percent of Chuy’s sales.

The core menu was established using recipes from family and friends of the founders and has remained relatively unchanged over the years.

Chuy’s offers the same menu for both lunch and dinner, which includes enchiladas, fajitas, tacos, burritos, combination platters and salads complemented by a variety of appetizers and desserts.

All meals include free chips and salsa.

Eddie V’s menu features a premium selection of seafood and hand-cut steaks, and each restaurant offers unique wine and spirit selections that reflect local preferences, in addition to the brand’s core wine & cocktail offerings.

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

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

| 2025 | | | 935 | | | 591 | | | 181 | | | 108 | | | 88 | | | 82 | | | 71 | | | 43 | | | 29 | | | 28 | | | 3 | | | 2,159 | | | $12,076.7 | | |

| Chuy’s | | | 7 | | | | | | 103 | | | | | | 2 | | | | | | 2-4 | | | | | | $4.0 | | | \- | | | $4.9 | | | | | | 5,700 | | | | | | 160 | | |

| Ruth’s Chris | | | 3 | | | | | | — | | | | | | 1 | | | | | | 1-2 | | | | | | $6.0 | | | \- | | | $8.0 | | | | | | 7,400 | | | | | | 200 | | |

| The Capital Grille | | | 7 | | | | | | — | | | | | | 2 | | | | | | 3-4 | | | | | | $7.0 | | | \- | | | $9.7 | | | | | | 9,000 | | | | | | 260 | | |

| Bahama Breeze (5) | | | 1 | | | | | | — | | | | | | 16 | | | | | | — | | | | | | $— | | | \- | | | $— | | | | | | — | | | | | | — | | |

(5)We are exploring strategic alternatives for the Bahama Breeze brand, and as such, it is excluded from the pro forma section of this table.

From time to time, we deploy Senior Directors of Operations in our large brands to oversee up to five Directors of Operations and assist with succession planning.

Restaurants are visited regularly by operations

management, including officer-level executives, to help ensure strict adherence to our standards and to solicit feedback on opportunities for improvement.

Each Chuy’s restaurant is led by a General Manager.

Each restaurant has a First Assistant, Kitchen Manager and an additional one to three managers, depending on the operating complexity and sales volume of the restaurant.

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

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

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

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

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

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

As of the closing, Ruth’s Chris Steak House had 155 locations around the globe, including 81 company-owned or company-operated restaurants and 74 franchised restaurants.

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.

Eddie V’s maintains different menus for dinner and varies its wine list to reflect geographic differences in consumer preferences, prices and selections.

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

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

| 2020 | | | | | | 868 | | | | | | 522 | | | | | | 165 | | | | | | 81 | | | | | | — | | | | | | 58 | | | | | | 44 | | | | | | 41 | | | | | | 23 | | | | | | 2 | | | | | | 1,804 | | | | | | $7,806.9 | | |

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

to-one customer relationship marketing.

| 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 | | |

| Eddie V’s | | | 2 | | | | | | — | | | | | | 1 | | | | | | 1-2 | | | | | | $8.7 | | | \- | | | $10.2 | | | | | | 10,000 | | | | | | 320 | | |

We actively support several national minority supplier organizations to ensure that we incorporate women- and minority-owned businesses in our sourcing decisions.

We store inventory in distribution company warehouses that are wholly or, in certain instances, primarily dedicated to Darden.

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.

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.

Participating team members

We own all of those locations, except for 2 restaurants managed by us and owned by joint ventures in which we hold a majority ownership.

We also operate 4 restaurants under contractual agreements.

In 2023, the IRS issued a proposed revenue procedure that would establish the Service Industry Tip Compliance Agreement (SITCA) program and eliminate TRAC.

We are working closely with the IRS as it finalizes its guidance.

and health information.

In fiscal 2024, Darden accelerated the reporting cycle for environmental metrics to be consistent with our financial results.

Previously, environmental performance metrics were reported for the year prior.

(3)Fiscal 2023 emissions and intensity not previously reported.

(4)APEX Companies, LLC.

We have set commitments related to the following food attributes: animal welfare, chickens raised without medically-important antibiotics, cage-free eggs and gestation crate-free pork.

In fiscal 2024, as part of Darden’s continued commitment to inclusion and diversity, the Foundation donated an additional $500,000 to Boys & Girls Clubs of America to support the development and implementation of programming that will help youth embrace diversity and combat racial discrimination.

The Youth for Unity curriculum provides meaningful, action-oriented solutions to address social injustice and racial inequity and help foster the next generation of leaders, problem-solvers and advocates for change.

For the fiscal year ended May [removed: 26, 2024][added: 25, 2025]

The aggregate market value of Common Stock held by non-affiliates of the Registrant based on the closing price of [removed: $156.01] [added: $167.69] per share as reported on the New York Stock Exchange on November [removed: 24, 2023,] [added: 22, 2024,] was approximately: [removed: $18,588,900,000.][added: $19,613,800,000.]

Number of shares of Common Stock outstanding as of May [removed: 26, 2024: 118,862,950.][added: 25, 2025: 117,033,830.]

Portions of the Registrant’s Proxy Statement for its Annual Meeting of Shareholders on September [removed: 18, 2024,] [added: 17, 2025,] to be filed with the Securities and Exchange Commission no later than 120 days after May [removed: 26, 2024,] [added: 25, 2025,] are incorporated by reference into Part III of this Report.

FISCAL YEAR ENDED MAY [removed: 26, 2024][added: 25, 2025]

| Item 1. | | | [removed: [Business](#i656074ad0a1e49eabd71f87c5b3352b6_13)] [added: [Business](#i11fd2972e2ae4e53a9804ed5a08be797_13)] | | | [removed: [1](#i656074ad0a1e49eabd71f87c5b3352b6_13)] [added: [1](#i11fd2972e2ae4e53a9804ed5a08be797_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i656074ad0a1e49eabd71f87c5b3352b6_34)] [added: Factors](#i11fd2972e2ae4e53a9804ed5a08be797_34)] | | | [removed: [14](#i656074ad0a1e49eabd71f87c5b3352b6_34)] [added: [14](#i11fd2972e2ae4e53a9804ed5a08be797_34)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i656074ad0a1e49eabd71f87c5b3352b6_37)] [added: Comments](#i11fd2972e2ae4e53a9804ed5a08be797_37)] | | | [removed: [25](#i656074ad0a1e49eabd71f87c5b3352b6_37)] [added: [25](#i11fd2972e2ae4e53a9804ed5a08be797_37)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i656074ad0a1e49eabd71f87c5b3352b6_1810)] [added: [Cybersecurity](#i11fd2972e2ae4e53a9804ed5a08be797_40)] | | | [removed: [25](#i656074ad0a1e49eabd71f87c5b3352b6_1810)] [added: [25](#i11fd2972e2ae4e53a9804ed5a08be797_40)] | | |

| Item 2. | | | [removed: [Properties](#i656074ad0a1e49eabd71f87c5b3352b6_40)] [added: [Properties](#i11fd2972e2ae4e53a9804ed5a08be797_43)] | | | [removed: [27](#i656074ad0a1e49eabd71f87c5b3352b6_40)] [added: [27](#i11fd2972e2ae4e53a9804ed5a08be797_43)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i656074ad0a1e49eabd71f87c5b3352b6_43)] [added: Proceedings](#i11fd2972e2ae4e53a9804ed5a08be797_46)] | | | [removed: [27](#i656074ad0a1e49eabd71f87c5b3352b6_43)] [added: [27](#i11fd2972e2ae4e53a9804ed5a08be797_46)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i656074ad0a1e49eabd71f87c5b3352b6_46)] [added: Disclosures](#i11fd2972e2ae4e53a9804ed5a08be797_49)] | | | [removed: [27](#i656074ad0a1e49eabd71f87c5b3352b6_46)] [added: [27](#i11fd2972e2ae4e53a9804ed5a08be797_49)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i656074ad0a1e49eabd71f87c5b3352b6_52)] [added: Securities](#i11fd2972e2ae4e53a9804ed5a08be797_55)] | | | [removed: [28](#i656074ad0a1e49eabd71f87c5b3352b6_52)] [added: [28](#i11fd2972e2ae4e53a9804ed5a08be797_55)] | | |

| Item 6. | | | [removed: [Reserved](#i656074ad0a1e49eabd71f87c5b3352b6_55)] [added: [Reserved](#i11fd2972e2ae4e53a9804ed5a08be797_58)] | | | [removed: [30](#i656074ad0a1e49eabd71f87c5b3352b6_55)] [added: [30](#i11fd2972e2ae4e53a9804ed5a08be797_58)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i656074ad0a1e49eabd71f87c5b3352b6_58)] [added: Operations](#i11fd2972e2ae4e53a9804ed5a08be797_61)] | | | [removed: [30](#i656074ad0a1e49eabd71f87c5b3352b6_58)] [added: [30](#i11fd2972e2ae4e53a9804ed5a08be797_61)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i656074ad0a1e49eabd71f87c5b3352b6_82)] [added: Risk](#i11fd2972e2ae4e53a9804ed5a08be797_85)] | | | [removed: [40](#i656074ad0a1e49eabd71f87c5b3352b6_82)] [added: [40](#i11fd2972e2ae4e53a9804ed5a08be797_85)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i656074ad0a1e49eabd71f87c5b3352b6_85)] [added: Data](#i11fd2972e2ae4e53a9804ed5a08be797_88)] | | | [removed: [41](#i656074ad0a1e49eabd71f87c5b3352b6_85)] [added: [42](#i11fd2972e2ae4e53a9804ed5a08be797_88)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i656074ad0a1e49eabd71f87c5b3352b6_172)] [added: Disclosure](#i11fd2972e2ae4e53a9804ed5a08be797_178)] | | | [removed: [82](#i656074ad0a1e49eabd71f87c5b3352b6_172)] [added: [81](#i11fd2972e2ae4e53a9804ed5a08be797_178)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i656074ad0a1e49eabd71f87c5b3352b6_175)] [added: Procedures](#i11fd2972e2ae4e53a9804ed5a08be797_181)] | | | [removed: [82](#i656074ad0a1e49eabd71f87c5b3352b6_175)] [added: [81](#i11fd2972e2ae4e53a9804ed5a08be797_181)] | | |

| Item 9B. | | | [Other [removed: Information](#i656074ad0a1e49eabd71f87c5b3352b6_178)] [added: Information](#i11fd2972e2ae4e53a9804ed5a08be797_184)] | | | [removed: [82](#i656074ad0a1e49eabd71f87c5b3352b6_178)] [added: [81](#i11fd2972e2ae4e53a9804ed5a08be797_184)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i656074ad0a1e49eabd71f87c5b3352b6_184)] [added: Governance](#i11fd2972e2ae4e53a9804ed5a08be797_190)] | | | [removed: [82](#i656074ad0a1e49eabd71f87c5b3352b6_184)] [added: [81](#i11fd2972e2ae4e53a9804ed5a08be797_190)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i656074ad0a1e49eabd71f87c5b3352b6_187)] [added: Compensation](#i11fd2972e2ae4e53a9804ed5a08be797_193)] | | | [removed: [82](#i656074ad0a1e49eabd71f87c5b3352b6_187)] [added: [81](#i11fd2972e2ae4e53a9804ed5a08be797_193)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i656074ad0a1e49eabd71f87c5b3352b6_190)] [added: Matters](#i11fd2972e2ae4e53a9804ed5a08be797_196)] | | | [removed: [83](#i656074ad0a1e49eabd71f87c5b3352b6_190)] [added: [82](#i11fd2972e2ae4e53a9804ed5a08be797_196)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i656074ad0a1e49eabd71f87c5b3352b6_193)] [added: Independence](#i11fd2972e2ae4e53a9804ed5a08be797_199)] | | | [removed: [83](#i656074ad0a1e49eabd71f87c5b3352b6_193)] [added: [82](#i11fd2972e2ae4e53a9804ed5a08be797_199)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i656074ad0a1e49eabd71f87c5b3352b6_196)] [added: Services](#i11fd2972e2ae4e53a9804ed5a08be797_202)] | | | [removed: [83](#i656074ad0a1e49eabd71f87c5b3352b6_196)] [added: [82](#i11fd2972e2ae4e53a9804ed5a08be797_202)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i656074ad0a1e49eabd71f87c5b3352b6_202)] [added: Schedules](#i11fd2972e2ae4e53a9804ed5a08be797_208)] | | | [removed: [83](#i656074ad0a1e49eabd71f87c5b3352b6_202)] [added: [82](#i11fd2972e2ae4e53a9804ed5a08be797_208)] | | |

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: 2025,] [added: 2026,] 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.

| | | | [Signatures](#i11fd2972e2ae4e53a9804ed5a08be797_211) | | | [83](#i11fd2972e2ae4e53a9804ed5a08be797_211) | | |

| | | | [Signatures](#i656074ad0a1e49eabd71f87c5b3352b6_205) | | | [84](#i656074ad0a1e49eabd71f87c5b3352b6_205) | | |

We make ongoing strategic investments to address these [removed: risks] [added: risks, including maintaining insurance coverage to mitigate the potential financial consequences of cybersecurity incidents,] and compliance requirements and help keep Company, guest and team member data secure.

We periodically engage third parties to perform cybersecurity audits to measure the maturity of our cybersecurity program against the National Institute of Standards and [added: Technology (NIST) Framework.]

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

Technology (NIST) Framework.

As of May [removed: 26, 2024,] [added: 25, 2025,] we owned and operated [removed: 2,031] [added: 2,159] restaurants.

Of the [removed: company-owned, 79] [added: company-owned restaurants, 94] were located on owned sites and [removed: 1,952] [added: 2,065] were located on leased sites.

| Land-Only Leases (we own buildings and equipment) | | | [removed: 1,014] [added: 1,102] | | |

| Ground and Building Leases | | | [removed: 654] [added: 666] | | |

| Space/In-Line/Other Leases | | | [removed: 284] [added: 297] | | |

| Total | | | 2,065 | | |

| Total | | | 1,952 | | |

As of June 30, [removed: 2024,] [added: 2025,] there were approximately [removed: 7,800] [added: 7,400] holders of record of our common shares.

Since commencing our common share repurchase program in December 1995, we have repurchased a total of [removed: 210.7] [added: 213.3] million shares through May [removed: 26, 2024] [added: 25, 2025] 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: 26, 2024:][added: 25, 2025:]

(1)All of the shares purchased during the quarter ended May [removed: 26, 2024] [added: 25, 2025] were purchased as part of our repurchase program.

On [removed: March 20, 2024, our] [added: June 18, 2025, Darden's] Board of Directors authorized a new share repurchase program under which [removed: we] [added: the Company] may repurchase up to $1 billion of [removed: our] [added: its] outstanding common stock.

This repurchase program, which was announced publicly in a press release issued on [removed: March 21, 2024,] [added: June 20, 2025,] does not have an expiration [removed: date] and [removed: replaced] [added: replaces] the [removed: prior] [added: previously existing] share repurchase authorization.

| Company/Index | | | | | | 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] | | | | | | May [removed: 2024] [added: 2025] | | |

[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: 26, 2019,] [added: 31, 2020,] and that all dividends were reinvested.

| February 24, 2025 through March 30, 2025 | | | 157,368 | | | $193.77 | | | 157,368 | | | $517.7 | | |

| March 31, 2025 through Apri1 27, 2025 | | | 53,445 | | | $196.72 | | | 53,445 | | | $507.2 | | |

| April 28, 2025 through May 25, 2025 | | | 49,251 | | | $203.32 | | | 49,251 | | | $497.2 | | |

| Quarter-to-Date | | | 260,064 | | | $196.19 | | | 260,064 | | | $497.2 | | |

| Darden Restaurants, Inc. | | | | | | $ | 100.00 | | | | | $ | 188.58 | | | | | $ | 171.15 | | | | | $ | 226.97 | | | | | $ | 214.87 | | | | | $ | 307.28 | |

| S&P 500 Stock Index | | | | | | $ | 100.00 | | | | | $ | 140.32 | | | | | $ | 140.77 | | | | | $ | 144.83 | | | | | $ | 185.48 | | | | | $ | 205.63 | |

| S&P Composite 1500 Restaurant Sub-Index | | | | | | $ | 100.00 | | | | | $ | 140.09 | | | | | $ | 127.64 | | | | | $ | 156.53 | | | | | $ | 160.55 | | | | | $ | 179.37 | |

| 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 | | |

| Darden Restaurants, Inc. | | | | | | $ | 100.00 | | | | | $ | 91.92 | | | | | $ | 173.35 | | | | | $ | 157.33 | | | | | $ | 208.64 | | | | | $ | 197.51 | |

| S&P 500 Stock Index | | | | | | $ | 100.00 | | | | | $ | 116.47 | | | | | $ | 163.42 | | | | | $ | 163.95 | | | | | $ | 168.68 | | | | | $ | 216.03 | |

| S&P Composite 1500 Restaurant Sub-Index | | | | | | $ | 100.00 | | | | | $ | 126.09 | | | | | $ | 176.64 | | | | | $ | 160.94 | | | | | $ | 197.37 | | | | | $ | 202.44 | |

| [Report of Management [removed: Responsibilities](#i656074ad0a1e49eabd71f87c5b3352b6_88)] [added: Responsibilities](#i11fd2972e2ae4e53a9804ed5a08be797_91)] | | | [removed: [42](#i656074ad0a1e49eabd71f87c5b3352b6_88)] [added: [43](#i11fd2972e2ae4e53a9804ed5a08be797_91)] | | |

| [Management’s Report on Internal Control over Financial [removed: Reporting](#i656074ad0a1e49eabd71f87c5b3352b6_91)] [added: Reporting](#i11fd2972e2ae4e53a9804ed5a08be797_94)] | | | [removed: [42](#i656074ad0a1e49eabd71f87c5b3352b6_91)] [added: [43](#i11fd2972e2ae4e53a9804ed5a08be797_94)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#i656074ad0a1e49eabd71f87c5b3352b6_94)] [added: Reporting](#i11fd2972e2ae4e53a9804ed5a08be797_97)] | | | [removed: [43](#i656074ad0a1e49eabd71f87c5b3352b6_94)] [added: [44](#i11fd2972e2ae4e53a9804ed5a08be797_97)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i656074ad0a1e49eabd71f87c5b3352b6_97)] [added: Firm](#i11fd2972e2ae4e53a9804ed5a08be797_100)] (KPMG LLP, Orlando, FL, Auditor Firm ID: 185) | | | [removed: [44](#i656074ad0a1e49eabd71f87c5b3352b6_97)] [added: [45](#i11fd2972e2ae4e53a9804ed5a08be797_100)] | | |

| [Consolidated Statements of Earnings for the fiscal years [removed: ended](#i656074ad0a1e49eabd71f87c5b3352b6_100) [May 26, 2024,](#i656074ad0a1e49eabd71f87c5b3352b6_100) [May 28, 2023](#i656074ad0a1e49eabd71f87c5b3352b6_100) [and](#i656074ad0a1e49eabd71f87c5b3352b6_100) [May 29, 2022](#i656074ad0a1e49eabd71f87c5b3352b6_100)] [added: ended May 2](#i11fd2972e2ae4e53a9804ed5a08be797_103)[5](#i11fd2972e2ae4e53a9804ed5a08be797_103)[, 202](#i11fd2972e2ae4e53a9804ed5a08be797_103)[5](#i11fd2972e2ae4e53a9804ed5a08be797_103)[, May 2](#i11fd2972e2ae4e53a9804ed5a08be797_103)[6](#i11fd2972e2ae4e53a9804ed5a08be797_103)[, 202](#i11fd2972e2ae4e53a9804ed5a08be797_103)[4](#i11fd2972e2ae4e53a9804ed5a08be797_103) [and May 2](#i11fd2972e2ae4e53a9804ed5a08be797_103)[8](#i11fd2972e2ae4e53a9804ed5a08be797_103)[, 20](#i11fd2972e2ae4e53a9804ed5a08be797_103)[23](#i11fd2972e2ae4e53a9804ed5a08be797_103)] | | | [removed: [46](#i656074ad0a1e49eabd71f87c5b3352b6_100)] [added: [47](#i11fd2972e2ae4e53a9804ed5a08be797_103)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years [removed: ended](#i656074ad0a1e49eabd71f87c5b3352b6_103)] [added: ended](#i11fd2972e2ae4e53a9804ed5a08be797_106)] [May [added: 25, 2025, May] 26, [removed: 2024,](#i656074ad0a1e49eabd71f87c5b3352b6_103) [](#i656074ad0a1e49eabd71f87c5b3352b6_103)[May] [added: 2024 and May] 28, [removed: 2023](#i656074ad0a1e49eabd71f87c5b3352b6_100) [and](#i656074ad0a1e49eabd71f87c5b3352b6_100) [May 29, 2022](#i656074ad0a1e49eabd71f87c5b3352b6_100)] [added: 2023](#i11fd2972e2ae4e53a9804ed5a08be797_103)] | | | [removed: [47](#i656074ad0a1e49eabd71f87c5b3352b6_103)] [added: [48](#i11fd2972e2ae4e53a9804ed5a08be797_106)] | | |

| [Consolidated Balance Sheets [removed: at](#i656074ad0a1e49eabd71f87c5b3352b6_106) [May 26, 2024 and](#i656074ad0a1e49eabd71f87c5b3352b6_106) [May 28, 2023](#i656074ad0a1e49eabd71f87c5b3352b6_106)] [added: at May 2](#i11fd2972e2ae4e53a9804ed5a08be797_109)[5](#i11fd2972e2ae4e53a9804ed5a08be797_109)[, 202](#i11fd2972e2ae4e53a9804ed5a08be797_109)[5](#i11fd2972e2ae4e53a9804ed5a08be797_109) [and May 2](#i11fd2972e2ae4e53a9804ed5a08be797_109)[6](#i11fd2972e2ae4e53a9804ed5a08be797_109)[, 202](#i11fd2972e2ae4e53a9804ed5a08be797_109)[4](#i11fd2972e2ae4e53a9804ed5a08be797_109)] | | | [removed: [48](#i656074ad0a1e49eabd71f87c5b3352b6_106)] [added: [49](#i11fd2972e2ae4e53a9804ed5a08be797_109)] | | |

| [Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years [removed: ended](#i656074ad0a1e49eabd71f87c5b3352b6_109)] [added: ended](#i11fd2972e2ae4e53a9804ed5a08be797_112)] [May [added: 25, 2025, May] 26, [removed: 2024,](#i656074ad0a1e49eabd71f87c5b3352b6_109) [May] [added: 2024 and May] 28, [removed: 2023](#i656074ad0a1e49eabd71f87c5b3352b6_109) [and](#i656074ad0a1e49eabd71f87c5b3352b6_109) [May 29, 2022](#i656074ad0a1e49eabd71f87c5b3352b6_109)] [added: 2023](#i11fd2972e2ae4e53a9804ed5a08be797_103)] | | | [removed: [49](#i656074ad0a1e49eabd71f87c5b3352b6_109)] [added: [50](#i11fd2972e2ae4e53a9804ed5a08be797_112)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years [removed: ended](#i656074ad0a1e49eabd71f87c5b3352b6_112)] [added: ended](#i11fd2972e2ae4e53a9804ed5a08be797_115)] [May [added: 25, 2025, May] 26, [removed: 2024,](#i656074ad0a1e49eabd71f87c5b3352b6_112) [May] [added: 2024 and May] 28, [removed: 2023](#i656074ad0a1e49eabd71f87c5b3352b6_112) [and](#i656074ad0a1e49eabd71f87c5b3352b6_112) [May 29, 2022](#i656074ad0a1e49eabd71f87c5b3352b6_112)] [added: 2023](#i11fd2972e2ae4e53a9804ed5a08be797_103)] | | | [removed: [50](#i656074ad0a1e49eabd71f87c5b3352b6_112)] [added: [51](#i11fd2972e2ae4e53a9804ed5a08be797_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i656074ad0a1e49eabd71f87c5b3352b6_115)] [added: Statements](#i11fd2972e2ae4e53a9804ed5a08be797_118)] | | | [removed: [52](#i656074ad0a1e49eabd71f87c5b3352b6_115)] [added: [53](#i11fd2972e2ae4e53a9804ed5a08be797_118)] | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of May [removed: 26, 2024.][added: 25, 2025.]

Management has concluded that, as of May [removed: 26, 2024,] [added: 25, 2025,] 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: 26, 2024,] [added: 25, 2025,] 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: 26, 2024,] [added: 25, 2025,] 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: 26, 2024] [added: 25, 2025] and May [removed: 28, 2023,] [added: 26, 2024,] 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: 26, 2024,] [added: 25, 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated July [removed: 19, 2024] [added: 18, 2025] 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: 26, 2024] [added: 25, 2025] and May [removed: 28, 2023,] [added: 26, 2024,] 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: 26, 2024,] [added: 25, 2025,] 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: 26, 2024] [added: 25, 2025] and May [removed: 28, 2023,] [added: 26, 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended May [removed: 26, 2024,] [added: 25, 2025,] 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: 26, 2024,] [added: 25, 2025,] 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: 19, 2024] [added: 18, 2025] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Notes 1, 5, and 11 to the consolidated financial statements, land, buildings and equipment, net and operating lease right-of-use assets were [removed: $7.6] [added: $8.3] billion as of May [removed: 26, 2024.][added: 25, 2025.]

| | | | [removed: Fiscal Year Ended] | | | [removed: | | |] [added: Fiscal Year Ended] | | | | | | | | |

| | | | May [removed: 26, 2024] [added: 25, 2025] | | | | | | May [removed: 28, 2023] [added: 26, 2024] | | | | | | May [removed: 29, 2022] [added: 28, 2023] | | |

| Sales | | | $ | [removed: 11,390.0] [added: 12,076.7] | | | | | $ | [removed: 10,487.8] [added: 11,390.0] | | | | | $ | [removed: 9,630.0] [added: 10,487.8] | |

| Food and beverage | | | [removed: 3,523.9] [added: 3,657.0] | | | | | | [removed: 3,355.9] [added: 3,523.9] | | | | | | [removed: 2,943.6] [added: 3,355.9] | | |

| Restaurant labor | | | [removed: 3,619.3] [added: 3,833.1] | | | | | | [removed: 3,346.3] [added: 3,619.3] | | | | | | [removed: 3,108.8] [added: 3,346.3] | | |

| Marketing expenses | | | [removed: 144.5] [added: 169.9] | | | | | | [removed: 118.3] [added: 144.5] | | | | | | [removed: 93.2] [added: 118.3] | | |

| General and administrative expenses | | | [removed: 479.2] [added: 520.3] | | | | | | [removed: 386.1] [added: 479.2] | | | | | | [removed: 373.2] [added: 386.1] | | |

| Depreciation and amortization | | | [removed: 459.9] [added: 516.1] | | | | | | [removed: 387.8] [added: 459.9] | | | | | | [removed: 368.4] [added: 387.8] | | |

| Impairments and disposal of assets, net | | | [removed: 12.4] [added: 49.2] | | | | | | [removed: (10.6)] [added: 12.4] | | | | | | [removed: (2.0)] [added: (10.6)] | | |

| Total operating costs and expenses | | | $ | [removed: 10,075.8] [added: 10,714.4] | | | | | $ | [removed: 9,286.0] [added: 10,075.8] | | | | | $ | [removed: 8,467.8] [added: 9,286.0] | |

| Operating income | | | $ | [removed: 1,314.2] [added: 1,362.3] | | | | | $ | [removed: 1,201.8] [added: 1,314.2] | | | | | $ | [removed: 1,162.2] [added: 1,201.8] | |

| Interest, net | | | [removed: 138.7] [added: 175.1] | | | | | | [removed: 81.3] [added: 138.7] | | | | | | [removed: 68.7] [added: 81.3] | | |

| Earnings before income taxes | | | $ | [removed: 1,175.5] [added: 1,187.2] | | | | | $ | [removed: 1,120.5] [added: 1,175.5] | | | | | $ | [removed: 1,093.5] [added: 1,120.5] | |

| Income tax expense | | | [removed: 145.0] [added: 136.2] | | | | | | [removed: 137.0] [added: 145.0] | | | | | | [removed: 138.8] [added: 137.0] | | |

| Earnings from continuing operations | | | $ | [removed: 1,030.5] [added: 1,051.0] | | | | | $ | [removed: 983.5] [added: 1,030.5] | | | | | $ | [removed: 954.7] [added: 983.5] | |

| Losses from discontinued operations, net of tax benefit of [removed: $1.7, $0.8] [added: $0.8, $1.7] and [removed: $0.2,] [added: $0.8,] respectively | | | [removed: (2.9)] [added: (1.4)] | | | | | | [removed: (1.6)] [added: (2.9)] | | | | | | [removed: (1.9)] [added: (1.6)] | | |

| Net earnings | | | $ | [removed: 1,027.6] [added: 1,049.6] | | | | | $ | [removed: 981.9] [added: 1,027.6] | | | | | $ | [removed: 952.8] [added: 981.9] | |

| Earnings from continuing operations | | | $ | [removed: 8.59] [added: 8.94] | | | | | $ | [removed: 8.07] [added: 8.59] | | | | | $ | [removed: 7.47] [added: 8.07] | |

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

| Net earnings | | | $ | [removed: 8.57] [added: 8.93] | | | | | $ | [removed: 8.06] [added: 8.57] | | | | | $ | [removed: 7.46] [added: 8.06] | |

| Earnings from continuing operations | | | $ | [removed: 8.53] [added: 8.88] | | | | | $ | [removed: 8.00] [added: 8.53] | | | | | $ | [removed: 7.40] [added: 8.00] | |

July 18, 2025

July 18, 2025

| Restaurant expenses | | | 1,944.0 | | | | | | 1,812.3 | | | | | | 1,676.3 | | |

| Pre-opening costs | | | 24.8 | | | | | | 24.3 | | | | | | 25.9 | | |

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

| Net earnings | | | $ | 1,049.6 | | | | | $ | 1,027.6 | | | | | $ | 981.9 | |

| | | | May 25, 2025 | | | | | | May 26, 2024 | | |

| Repurchases of common stock | | | (2.6) | | | (51.4) | | | | | | (366.8) | | | | | | | | | | | | | | | — | | | | | | | | | | | | (418.2) | | |

| Other | | | — | | | (2.8) | | | | | | (0.3) | | | | | | | | | | | | | | | — | | | | | | | | | | | | (3.1) | | |

| Balances at May 25, 2025 | | | 117.0 | | | $ | 2,295.6 | | | | | $ | (16.1) | | | | | | | | | | | | | | $ | 31.8 | | | | | | | | | | | $ | 2,311.3 | |

| Net earnings | | | $ | 1,049.6 | | | | | $ | 1,027.6 | | | | | $ | 981.9 | |

| Depreciation and amortization | | | 516.1 | | | | | | 459.9 | | | | | | 387.8 | | |

See Note 2, Acquisition of Chuy’s.

During the fourth quarter of fiscal 2025, we entered into an Asset Purchase Agreement (APA) with Recipe Unlimited Corporation (“Recipe”).

Pursuant to the APA, we agreed to sell the assets of all eight Olive Garden restaurants located in Canada and certain operating liabilities related thereto, and Recipe agreed to purchase such assets and liabilities and franchise the operations of the restaurants as part of their current franchise portfolio.

The APA was signed on April 25, 2025 for an agreed upon sale price of 60.0 million Canadian dollars less the assumption of certain liabilities as part of the transaction.

At closing, Darden and Recipe entered into an area development and franchise agreement, pursuant to which Recipe will operate under the Olive Garden tradename and will pay royalties for use of the tradename.

The sale successfully closed in the first quarter of fiscal 2026, and the gain on the sale will be evaluated and recognized in the first quarter of 2026.

All assets and liabilities related to this transaction have been classified as held for sale and are primarily included within prepaid expenses and other current assets and other current liabilities on our consolidated balance sheet.

In our June 2025 earnings call, we announced the decision to explore strategic alternatives for the Bahama Breeze brand, which includes 28 locations owned and operated by Darden and one franchise location.

We will be exploring a sale of the brand or conversions of some or all of these locations to other Darden brands.

The Bahama Breeze assets did not meet the criteria to be classified as held for sale as of the end of fiscal 2025.

Neither the pending sale of our eight Olive Garden Canada restaurants nor our recent announcement to explore strategic alternatives for Bahama Breeze meet the requirements to be classified as discontinued operations.

| (in millions) | | | May 25, 2025 | | | | | | May 26, 2024 | | |

| (in millions) | | | May 25, 2025 | | | | | | May 26, 2024 | | |

| (in millions) | | | May 25, 2025 | | | | | | May 26, 2024 | | |

| (in millions) | | | May 25, 2025 | | | | | | May 26, 2024 | | | | | | May 25, 2025 | | | | | | May 26, 2024 | | |

| Chuy’s | | | 268.4 | | | | | | — | | | | | | 198.4 | | | | | | — | | |

Such costs include the

During the second quarter of fiscal 2025, we entered into an exclusive multi-year delivery arrangement with Uber Technologies, Inc. (Uber).

The agreement enables our guests to order delivery via Darden restaurant channels, with delivery handled by Uber.

During fiscal 2025, we rolled the program out to nearly all Olive Garden locations and began the rollout to Cheddar’s Scratch Kitchen.

Revenue from orders through Company-owned platforms includes delivery fees and is recognized when the delivery partner transfers the order to the guest as the Company controls the delivery.

For these sales, the Company receives payment directly from the guest at the time of sale.

For all delivery sales, the Company is considered the principal and recognizes revenue on a gross basis.

Pre-payments received from vendors are initially recorded as long-term liabilities.

Certain agreements require payments in arrears and are recorded as current receivables.

Interest accrued for refunds due from the taxing jurisdiction is recognized as a reduction to tax expense and a component of taxes payable.

Non-capital expenditures associated with opening new restaurants are expensed as incurred; these costs consist of expense incurred before the opening of a new, relocated or converted restaurant and include occupancy, labor, travel, training, food, beverage and other initial supplies and expenses.

| Earnings from continuing operations | | | $ | 1,051.0 | | | | | $ | 1,030.5 | | | | | $ | 983.5 | |

July 19, 2024

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

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

| Restaurant expenses | | | 1,836.6 | | | | | | 1,702.2 | | | | | | 1,582.6 | | |

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

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

| Balances at May 30, 2021 | | | 130.8 | | | $ | 2,286.6 | | | | | $ | 522.3 | | | | | | | | | | | | | | $ | 4.2 | | | | | | | | | | | $ | 2,813.1 | |

| Repurchases of common stock | | | (7.6) | | | (135.7) | | | | | | (935.6) | | | | | | | | | | | | | | | — | | | | | | | | | | | | (1,071.3) | | |

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

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

However, we have entered into equity forwards to economically hedge changes in the fair value of employee investments in our non-qualified deferred compensation plan.

Cash flows related to derivatives are included in operating activities.

Non-capital expenditures associated with opening new restaurants are expensed as incurred.

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

On April 4, 2024, the SEC issued a voluntary stay on its final rules pending multiple legal challenges.

The Company is currently evaluating the impact of these new rules.

NOTE 2 - ACQUISITION OF RUTH’S CHRIS STEAK HOUSE

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

We funded the acquisition with the proceeds from the issuance of a $600.0 million Term Loan (Term Loan) combined with cash on hand.

We repaid the Term Loan in full on October 10, 2023 with proceeds from the issuance of $500 million aggregate principal amount of our 6.30 percent Senior Notes, due 2033, and cash on hand.

The acquired operations of Ruth’s Chris included 77 company-owned locations, 74 franchisee-owned locations and 4 managed locations operating under contractual agreement.

Additionally, included in the allocation below, are the assets we acquired related to the asset purchase of the Destin, Florida Ruth’s Chris franchisee-owned location on May 20, 2024 for $1.2 million in total consideration with cash on hand.

| | | | | | | Balances at | | | | | | | | | | | | Balances at | | |

| Cash | | | | | | $ | 24.7 | | | | | $ | — | | | | | $ | 24.7 | |

| Other current assets | | | | | | 20.9 | | | | | | (0.7) | | | | | | 20.2 | | |

| Goodwill | | | | | | 339.5 | | | | | | 14.1 | | | | | | 353.6 | | |

| Trademark | | | | | | 341.7 | | | | | | — | | | | | | 341.7 | | |

| Other assets | | | | | | 12.0 | | | | | | 12.4 | | | | | | 24.4 | | |

| Total assets acquired | | | | | | $ | 1,200.9 | | | | | $ | 10.9 | | | | | $ | 1,211.8 | |

| Current liabilities | | | | | | 113.5 | | | | | | (3.8) | | | | | | 109.7 | | |

| Deferred income taxes | | | | | | 79.5 | | | | | | 2.4 | | | | | | 81.9 | | |

| Other liabilities | | | | | | 7.0 | | | | | | (0.3) | | | | | | 6.7 | | |

| Total liabilities assumed | | | | | | $ | 476.3 | | | | | $ | 9.7 | | | | | $ | 486.0 | |

Of the $353.6 million recorded as goodwill, $15.2 million is deductible for tax purposes.

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

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

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: 26, 2024,] [added: 25, 2025,] 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: 26, 2024.][added: 25, 2025.]

During the fiscal quarter ended May [removed: 26, 2024,] [added: 25, 2025,] 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 [removed: 26, 2024,] [added: 25, 2025,] 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.

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 Committees,” “Corporate Governance and Board Administration” and “Insider Trading Policy Statement” in our definitive Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Shareholders is incorporated herein by reference.

These documents are posted on our [removed: internet] website at www.darden.com and are available in print free of charge to any shareholder who requests them.

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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Shareholders is incorporated herein by reference.

| Date: | | | July [removed: 19, 2024] [added: 18, 2025] | | | | | | DARDEN RESTAURANTS, INC. | | | | | | | | |

| /s/ Ricardo Cardenas | | | | | | Director, President and Chief Executive Officer (Principal executive officer) | | | | | | July [removed: 19, 2024] [added: 18, 2025] | | |

| /s/ Rajesh Vennam | | | | | | Senior Vice President, Chief Financial Officer (Principal financial officer) | | | | | | July [removed: 19, 2024] [added: 18, 2025] | | |

| /s/ John W. Madonna | | | | | | Senior Vice President, Corporate Controller (Principal accounting officer) | | | | | | July [removed: 19, 2024] [added: 18, 2025] | | |

| [removed: *10.29] [added: *10.38] | | | | | | [Form of [removed: Restricted Stock] [added: FY](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1038.htm) [20](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1038.htm)[\[__\]](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1038.htm) [Restricted](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1038.htm) [Stock] Unit Award Agreement [removed: For Non-Employee Directors] under the [removed: \[Amended] [added: Amended] and [removed: Restated\]] [added: Restated] Darden Restaurants, Inc. 2015 Omnibus Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1029.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1038.htm)] | | |

| [removed: *10.30] [added: *10.31] | | | | | | [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 [removed: Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1030.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1030.htm) [(incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K for the fiscal year ended May 2](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1030.htm)[6](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1030.htm)[, 2024](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1030.htm)[)](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1030.htm)[.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1030.htm)] | | |

| [removed: *10.31] [added: *10.32] | | | | | | [Form of FY [removed: 20\[__\] Performance] [added: 20](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1031.htm)[25](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1031.htm) [Performance] Stock Unit Award Agreement (United States) under the \[Amended and Restated\] Darden Restaurants, Inc. 2015 Omnibus Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1031.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1031.htm) [(inc](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1031.htm)[orporated by reference to Exhibit 10.31 to our Annual Report on Form 10-K for the fiscal year ended May 2](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1031.htm)[6, 2024)](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1031.htm)[.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1031.htm)] | | |

| [removed: *10.32] [added: *10.33] | | | | | | [Form of FY [removed: 20\[__\] Restricted] [added: 20](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1032.htm)[25](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1032.htm) [Restricted] Stock Unit Award Agreement (United States) under the \[Amended and Restated\] Darden Restaurants, Inc. 2015 Omnibus Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1032.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1032.htm) [(incorporated by reference to Exhibit 10.32 to our Annual Report on Form 10-K for the fiscal year ended May 26, 202](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1032.htm)[4)](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1032.htm)[.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1032.htm)] | | |

| [removed: *10.33] [added: *10.39] | | | | | | [Form of [removed: FY 20\[__\] Nonqualified] [added: FY](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1039.htm) [20](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1039.htm)[\[__\]](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1039.htm) [Nonqualified] Stock [removed: Option Award] [added: Option](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1039.htm) [Award] Agreement under the [removed: \[Amended] [added: Amended] and [removed: Restated\]] [added: Restated] Darden Restaurants, Inc. 2015 Omnibus Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm).] [added: Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1039.htm)] | | |

| [removed: *10.34] [added: *10.40] | | | | | | [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 [removed: Company.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1034.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1034.htm) [(incorporated by reference to Exhibit 10.34 to our Annual Report o](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1034.htm)[n Form 10-K for the](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1034.htm) [fiscal year ended Ma](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1034.htm)[y 26, 2024)](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1034.htm)] | | |

| [removed: *10.35] [added: *10.41] | | | | | | [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 [removed: Company.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1035.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1035.htm) [(inco](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1035.htm)[rporated by reference to Exhibit 10.35 to o](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1035.htm)[ur Annual Report on Form 10-K for the](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1035.htm) [fisc](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1035.htm)[al year ended May 2](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1035.htm)[6, 2](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1035.htm)[024)](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1035.htm)] | | |

| [removed: *10.36] [added: *10.42] | | | | | | [First Amendment to the Darden Restaurants, Inc. FlexComp Plan (as amended and restated effective June 1, 2021), effective as of June 1, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1036.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1036.htm) [](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1036.htm)[(in](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1036.htm)[corporated by refere](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1036.htm)[nce to Exhibit 10.36 to our Annual Report on Form 10-K for the f](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1036.htm)[is](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1036.htm)[cal year ended May 26, 2024)](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1036.htm)] | | |

| 19.1 | | | | | | [Darden Restaurants, Inc. Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex191.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri202510-kex191.htm)] | | |

| 21 | | | | | | [Subsidiaries of Darden Restaurants, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri202510-kex21.htm)] | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/drify2410-kex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/drify2510-kex23.htm)] | | |

| 24 | | | | | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex24poa.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri202510-kex24poa.htm)] | | |

| 31(a) | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex31a.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex31a.htm)] | | |

| 31(b) | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex31b.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex31b.htm)] | | |

| 32(a) | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex32a.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex32a.htm)] | | |

| 32(b) | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex32b.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex32b.htm)] | | |

| 97.1 | | | | | | [Darden Restaurants, Inc. Incentive Compensation Clawback [removed: Policy.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex971.htm)] [added: Policy.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri202510-kex971.htm)] | | |

| /s/ Daryl A. Kenningham* | | | | | | Director | | | | | | | | |

| Daryl Kenningham | | | | | | | | | | | | | | |

| *By: | | | | | | /s/ A. Noni Holmes-Kidd | | | | | |

| | | | | | | A. Noni Holmes-Kidd, Attorney-In-Fact | | | | | |

| | | | | | | July 18, 2025 | | | | | |

| 4.10 | | | | | | [O](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[fficer](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[s](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[’](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm) [Certificat](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[e and Authentication Order, dated October 3,](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm) [2024](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[, for the 4](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[.350% Se](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[nior Notes due 2027 and the 4.550% Senio](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[r](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm) [Notes due 2024](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm) [(](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[incorporated by re](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[ference to Exhibit 4.1 to o](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[ur Current Report on Form 8-K](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm) [filed October 3,](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm) [2024](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[.](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm) | | |

| 10.29 | | | | | | [A](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm)[mendment No. 1 to Revolving Credit Agreement among Darden Restaurants, Inc. certain lenders parties thereto and Bank of Ame](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm)[rica, N](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm)[.A., as administrative agent, dated September 1](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm)[6, 2024 (incorporated by reference](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm) [](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm)[to Exh](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm)[ibit](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm) [10](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm)[.1](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm) [to our](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm) [Current Report on Form 8-](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm)[K filed September 18, 202](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm)[4](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm)[).](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm) | | |

| *10.30 | | | | | | [Form of Restricted Stock Unit Award Agreement For Non-Employee Directors under the \[Amended and Restated\] Darden Restaurants, Inc. 2015 Omnibus Incentive Plan](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1029.htm) [(incorporated by reference to](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1029.htm) [Exhibit 1](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1029.htm)[0.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1029.htm)[29](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1029.htm) [to our Annual Report on Form 10-K for the fiscal year ended May 26](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1029.htm)[, 2024)](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1029.htm)[.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1029.htm) | | |

| *10.34 | | | | | | [Form of FY 20](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm)[25](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm) [Nonqualified Stock Option Award Agreement under the \[Amended and Restated\] Darden Restaurants, Inc. 2015 Omnibus Incentive Pla](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm)[n (inco](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm)[rporated by refe](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm)[rence to Exhibit 10.3](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm)[3 to our Annual Report on Form 10-K for the fiscal year ended May 2](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm)[6, 202](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm)[4](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm)[)](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm)[.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm) | | |

| *10.35 | | | | | | [A](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[mended and Restated Darden Restaurant](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[s, In](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[c. 2015 Omni](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[bu](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[s Incentive Plan (incorporated by refere](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[nce to Exhibit 10.1 t](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[o our Quarterly Report on Form 10-Q for the fiscal quart](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[er ended Augus](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[t 25, 2024)](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[.](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm) | | |

| *10.36 | | | | | | [F](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1036.htm)[orm of Omnibus First Amendment to Darden Rest](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1036.htm)[aurants, Inc. 201](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1036.htm)[5 Omnibus Incentive Pl](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1036.htm)[an Award Agreements.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1036.htm) | | |

| *10.37 | | | | | | [Form of FY](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1037.htm) [](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1037.htm)[20](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1037.htm)[\[__](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1037.htm)[\] Performance S](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1037.htm)[tock Unit Award Agreement under the](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1037.htm) [A](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1037.htm)[mended and Restated Darden Restaurants, Inc. 2015 Omnibus Incentive Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1037.htm) | | |

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| /s/ Nana Mensah* | | | | | | Director | | | | | | | | |

| Nana Mensah | | | | | | | | | | | | | | |

| *By: | | | | | | /s/ Anthony G. Morrow | | | | | |

| | | | | | | Anthony G. Morrow, Attorney-In-Fact | | | | | |

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