Darden Restaurants (DRI) 10-K risk factor changes: FY2026 vs FY2025

A failure to address cost pressures, including rising costs for commodities, labor, health [removed: care] [added: care,] and utilities used by our restaurants, and a failure to effectively deliver cost management activities and achieve economies of scale in purchasing could compress our margins and adversely affect our sales and results of operations.

Our results of operations [removed: depend significantly] [added: depend, in part,] on our ability to anticipate and react to changes in the price and availability of food, ingredients, labor, health care, utilities, [removed: fuel] [added: fuel,] and other related costs over which we may have little control.

[removed: While inflationary conditions have somewhat abated in recent periods, we] [added: We] have experienced and [added: may] continue to experience higher than normal inflationary conditions with respect to most or all of these costs during fiscal [removed: 2025.][added: 2026.]

Operating margins for our restaurants are subject to changes in the price and availability of food commodities, including beef, pork, chicken, seafood, cheese, [removed: butter] [added: butter,] and produce.

The introduction [removed: of] [added: of,] or changes [removed: to] [added: to,] tariffs 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.

We [removed: attempt] [added: seek] to leverage our size to achieve economies of scale in purchasing, but there can be no assurances that we can always do so effectively.

Increases in minimum wage, health [removed: care] [added: care,] and other benefit costs may have a material adverse effect on our labor costs.

In addition, interruptions to the availability of gas, electric, [removed: water] [added: water,] or other utilities, whether due to aging infrastructure, weather conditions, fire, animal damage, trees, digging accidents, geopolitical [removed: impacts] [added: impacts,] or other reasons largely out of our control, may adversely affect our operations.

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

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

The full-service dining sector of the restaurant industry is affected by changes in international, national, [removed: regional] [added: regional,] and local economic conditions, seasonal fluctuation of sales volumes, consumer spending [removed: patterns] [added: patterns,] and consumer preferences, including changes in consumer tastes and dietary habits, and the level of consumer acceptance of our restaurant brands.

The performance of individual restaurants may also be adversely affected by factors such as demographic trends, severe weather including hurricanes, traffic [removed: patterns] [added: patterns,] and the type, [removed: number] [added: number,] and location of competing restaurants.

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

Economic recession, a protracted economic slowdown, a worsening economy, 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 [removed: 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, [removed: electricity] [added: electricity,] and other energy costs remain at the current elevated levels or increase further, and credit card, home [removed: mortgage] [added: mortgage,] and other borrowing costs increase with rising interest rates, our guests may have lower disposable income and reduce the frequency of their dining occasions, may spend less on each dining occasion or may choose more inexpensive food options.

Unfavorable changes in the above factors or in other business and economic conditions affecting our guests could increase our costs, reduce traffic in some or all of our restaurants or impose practical limits on pricing, any of which could lower our profit margins and have a material adverse effect on our sales, financial [removed: condition] [added: condition,] and results of operations.

The inability to hire, train, [removed: reward] [added: reward,] and retain restaurant team members and determine and maintain adequate staffing may impact our ability to achieve our operating, [removed: growth] [added: growth,] and financial objectives.

Our long-term growth depends [removed: substantially] on our ability to recruit and retain high-quality team members to work in and manage our restaurants.

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

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

A shortage of qualified candidates who meet all legal citizenship or work authorization requirements, failure to recruit and retain new team members in a timely [removed: manner] [added: manner,] or higher than expected turnover levels all could affect our ability to open new restaurants, grow sales at existing [removed: restaurants] [added: restaurants,] or meet our labor cost objectives.

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

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

A failure to recruit, [removed: develop] [added: develop,] and retain effective leaders or the loss or shortage of personnel with key capacities and skills could impact our strategic direction and jeopardize our ability to meet our business performance expectations and growth targets.

We must continue to recruit, [removed: retain] [added: retain,] and motivate management team members in order to achieve our current business objectives and support our projected growth.

A failure to maintain [removed: appropriate] [added: the] organizational capacity [removed: and capability] [added: necessary] to support leadership excellence [removed: (adequate resources, innovative skill sets] and [removed: expectations) and build] [added: develop] adequate bench strength [added: with the key skill sets] required for growth or a loss of key skill sets could jeopardize our ability to meet our business performance expectations and growth targets.

Our restaurant operations are subject to United States [removed: and Canadian] federal, [removed: state] [added: state,] and local laws governing such matters as minimum wages, working conditions, [removed: overtime] [added: overtime,] and tip credits.

[removed: As] [added: Labor inflation, including increases in] federal, [removed: state] [added: state,] and local minimum wage [removed: rates increase, we] [added: rates,] may [removed: need] [added: require us] to increase not only the wages of our minimum wage employees, but also the wages paid to employees at wage rates that are above minimum wage.

Labor shortages, increased employee [removed: turnover] [added: turnover,] and health care and other benefit or working condition regulations also have increased and may continue to increase our labor costs.

In addition, the current premiums that we pay for our [removed: insurance (including] [added: insurance, including] workers’ compensation, general liability, property, health, and directors’ and officers’ [removed: liability)] [added: liability,] may increase at any time, thereby further increasing our costs.

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

Health concerns arising from food-related pandemics, outbreaks of flu, [removed: viruses] [added: viruses,] or other diseases may have an adverse effect on our business.

The United States and other countries have experienced, or may experience in the future, outbreaks of viruses, such as the novel coronavirus that caused COVID-19, norovirus, avian [removed: flu or] [added: flu,] “SARS,” “MERS,” [removed: H1N1 or] [added: H1N1,] “swine flu,” or other diseases.

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

Additionally, jurisdictions in which we have restaurants may impose mandatory closures, seek voluntary [removed: closures] [added: closures,] or impose restrictions on operations.

In addition, regardless of the source or cause, any report of food-borne illnesses caused by pathogens such as E. coli, hepatitis A, norovirus, [removed: listeria or] [added: listeria,] salmonella, or other food safety issues including food tampering or contamination at one of our [removed: restaurants] [added: restaurants, whether true or not,] could adversely affect the reputation of our brands and have a negative impact on our sales.

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

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

We rely heavily on information technology in our operations, and insufficient guest or employee facing technology or a failure to maintain a continuous and secure cyber network, free from material failure, [removed: interruption] [added: interruption,] or security breach, could harm our ability to effectively operate our business and/or result in the loss of respected relationships with our guests or employees.

Our ability to effectively manage our business and coordinate the production, [removed: distribution] [added: distribution,] and sale of our products depends significantly on the reliability, [removed: security] [added: security,] and capacity of these systems.

In addition, our ability to offset the effects of inflation through pricing actions may be constrained by competitive dynamics and consumer demand sensitivity, and if menu pricing does not sufficiently offset rising costs or adversely affects guest traffic, our operating margins and results of operation could be adversely affected.

affected and can continue to affect consumer behavior and spending for restaurant dining occasions and may lead to a decline in sales and earnings.

may also increase at any time, thereby further increasing our costs.

In addition, if property and liability insurance becomes less available or more difficult to obtain, we may incur higher premium costs and face increased exposure to uninsured losses.

While we make

building, zoning, land use, environmental, traffic, and other regulations and requirements.

brand character and retaining popular menu items.

We may also be subject to claims arising from the actions or omissions of third-party service providers, contractors, or others, including in connection with our operations or marketing activities, even when such conduct is outside of our control.

results of operations.

guests’ experience in our restaurants.

Further, the decreased availability of property and liability insurance has the potential to negatively impact the cost of premiums and the magnitude of uninsured losses.

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

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

Risks Related to the Integration of Chuy’s

The inability to successfully integrate the Chuy’s 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 from Chuy’s operations.

The integration of the Chuy’s business into our operations 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 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.

Even if we successfully integrate the business of Chuy’s into our operations, there can be no assurance that we will realize the anticipated benefits.

We expect that the acquisition of Chuy’s will result in various benefits for the combined company including, among others, business and growth opportunities and significant synergies from increased efficiency in purchasing, distribution and other restaurant and corporate support.

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

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

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

If other future public health issues cause these preferences to increase, we may need to further adapt our offerings to respond to these additional changes.

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

[removed: This discussion] [added: The following Management’s Discussion] and [removed: analysis below for Darden Restaurants, Inc. (Darden, the Company, we, us or our)] [added: Analysis] should be read in conjunction with our consolidated financial statements and related financial statement notes included in Part II of this report under the caption “Item 8 - Financial Statements and Supplementary Data.” We operate on a 52/53-week fiscal year, which ends on the last Sunday in May.

Fiscal [added: 2026, which ended May 31, 2026, consisted of 53 weeks; fiscal] 2025, which ended May 25, 2025, [added: consisted of 52 weeks;] and fiscal [removed: 2024,] [added: 2027,] which [removed: ended] [added: ends on] May [removed: 26, 2024, each consisted] [added: 30, 2027, will consist] of 52 weeks.

At May [removed: 25, 2025,] [added: 31, 2026,] we owned and operated [removed: 2,159] [added: 2,202] restaurants through subsidiaries in the United States [removed: and Canada] under the Olive Garden®, LongHorn Steakhouse®, [removed: Cheddar’s Scratch Kitchen®, Chuy’s®,] Yard House®, Ruth’s Chris Steak [removed: House® (Ruth’s Chris),] [added: House®, Cheddar’s Scratch Kitchen®,] The Capital Grille®, [added: Chuy’s®,] Seasons 52®, Eddie V’s Prime [removed: Seafood® (Eddie V’s),] [added: Seafood®,] Bahama [removed: Breeze®] [added: Breeze®,] and The Capital Burger® trademarks.

We own and operate all of our restaurants in the United [removed: States and Canada,] [added: States,] except for [removed: 5] [added: four] restaurants [removed: we manage through joint venture or other] [added: operating under] contractual [removed: agreements] [added: agreements, one restaurant that we jointly own with a third party] and [removed: 85] [added: operate independently, and 87] franchised restaurants.

We also have [removed: 69] [added: 80] franchised restaurants in operation located in Canada, Latin America, the Caribbean, [removed: Asia and] [added: Asia,] the Middle [removed: East.][added: East, and Europe.]

On October 11, 2024, we acquired 100 percent of the equity interest of Chuy’s Holdings Inc. [removed: (Chuy’s)] [added: (“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.

As a result of the acquisition and related integration efforts, we incurred expenses of [added: $9.5 million ($7.1 million, net of tax) during fiscal 2026 and] $44.6 million ($36.7 million, net of tax) during [removed: the twelve months ended May 25, 2025.][added: fiscal 2025, which are primarily included in general and administrative expenses in our consolidated statements of earnings.]

Fiscal [removed: 2025] [added: 2026] Financial Highlights

- Total sales increased [removed: 6.0] [added: 9.4] percent to [removed: $12.08] [added: $13.21] billion in fiscal [removed: 2025] [added: 2026] from [removed: $11.39] [added: $12.08] billion in fiscal [removed: 2024] [added: 2025,] driven by a [added: 2.1 percent increase in sales from an extra week of operations in fiscal 2026, a] blended same-restaurant sales increase of [removed: 2.0 percent] [added: 4.5 percent,] and sales from the addition of [removed: 103 net company-owned Chuy’s restaurants and 25 other] [added: 43] net new restaurants.

- Diluted net earnings per share from continuing operations increased to [removed: $8.88] [added: $10.44] in fiscal [removed: 2025] [added: 2026] from [removed: $8.53] [added: $8.88] in fiscal [removed: 2024,] [added: 2025,] a [removed: 4.1] [added: 17.6] percent increase.

- Net earnings from continuing operations increased to [removed: $1.05] [added: $1.21] billion in fiscal [removed: 2025] [added: 2026] from [removed: $1.03] [added: $1.05] billion in fiscal [removed: 2024,] [added: 2025,] a [removed: 2.0] [added: 15.5] percent increase.

- Net loss from discontinued operations [removed: decreased] [added: increased] to [removed: $1.4] [added: $7.0] million [removed: ($0.02] [added: ($0.06] per diluted share) in fiscal [removed: 2025,] [added: 2026,] from [removed: $2.9] [added: $1.4] million ($0.02 per diluted share) in fiscal [removed: 2024.][added: 2025.]

When combined with results from continuing operations, our diluted net earnings per share was [removed: $8.86] [added: $10.38] for fiscal [removed: 2025] [added: 2026] and [removed: $8.51] [added: $8.86] for fiscal [removed: 2024.][added: 2025.]

We expect fiscal [removed: 2026] [added: 2027] sales from continuing operations to [removed: increase between 7.0] [added: be $13.60 billion] to [removed: 8.0 percent,] [added: $13.75 billion,] driven by [removed: growth of 2.0 percent related to the fifty-third week in fiscal 2026,] same-restaurant sales growth (1) of [removed: 2.0] [added: 2.5 percent] to 3.5 [removed: percent,] [added: percent] and sales from [removed: 60] [added: 75] to [removed: 65] [added: 80] new restaurant openings.

In fiscal [removed: 2026,] [added: 2027,] we expect our annual effective tax rate to be [removed: 13] [added: approximately 13.5] percent, and we expect capital expenditures incurred to build new restaurants, [removed: remodel] [added: remodel,] and maintain existing restaurants and technology initiatives to be [removed: between $700 million and $750] [added: approximately $875] million.

[removed: (1) Annual same-restaurant] [added: (1)Same-restaurant] sales is a [added: year-over-year comparison of each period’s sales volumes for a] 52-week [removed: metric] [added: year,] and [added: is limited to restaurants that have been open and operated by Darden for at least 16 months, and] excludes the impact of Chuy’s, [removed: which will] [added: as they were] not [removed: have been] owned and operated by Darden for a 16-month period prior to the beginning of fiscal 2026, as well as [removed: any additional] [added: Bahama Breeze as all] locations [removed: not] [added: are] expected to be [removed: operated by Darden for the entirety of the] [added: closed or converted to other brands (between Q3] fiscal [removed: year.][added: 2026 and Q4 fiscal 2027).]

RESULTS OF OPERATIONS FOR FISCAL [removed: 2025] [added: 2026] AND [removed: 2024][added: 2025]

All information is derived from the consolidated statements of earnings for the fiscal years ended May [removed: 25, 2025] [added: 31, 2026] and May [removed: 26, 2024:][added: 25, 2025:]

| (in millions) | | | May [removed: 25, 2025] [added: 31, 2026] | | | | | | May [removed: 26, 2024] [added: 25, 2025] | | | | | | [removed: 2025] [added: 2026] v. [removed: 2024] [added: 2025] | | | | | | | | |

| Food and beverage | | | [removed: 3,657.0] [added: 4,038.8] | | | | | | [removed: 3,523.9] [added: 3,657.0] | | | | | | [removed: 3.8%] [added: 10.4%] | | | | | | | | |

| Restaurant labor | | | [removed: 3,833.1] [added: 4,182.4] | | | | | | [removed: 3,619.3] [added: 3,833.1] | | | | | | [removed: 5.9%] [added: 9.1%] | | | | | | | | |

| Restaurant expenses | | | [removed: 1,944.0] [added: 2,127.2] | | | | | | [removed: 1,812.3] [added: 1,944.0] | | | | | | [removed: 7.3%] [added: 9.4%] | | | | | | | | |

| Pre-opening costs | | | [removed: 24.8] [added: 34.5] | | | | | | [removed: 24.3] [added: 24.8] | | | | | | [removed: 2.1%] [added: 39.1%] | | | | | | | | |

| Marketing expenses | | | [removed: 169.9] [added: 180.4] | | | | | | [removed: 144.5] [added: 169.9] | | | | | | [removed: 17.6%] [added: 6.2%] | | | | | | | | |

| General and administrative expenses | | | [removed: 520.3] [added: 514.4] | | | | | | [removed: 479.2] [added: 520.3] | | | | | | [removed: 8.6%] [added: (1.1)%] | | | | | | | | |

| Depreciation and amortization | | | [removed: 516.1] | | | [removed: | | | 459.9 | | | | | | 12.2%] [added: 561.1] | | | | | | [added: 516.1] | | |

| Impairments and disposal of assets, net | | | [removed: 49.2] [added: (10.7)] | | | | | | [removed: 12.4] [added: 49.2] | | | | | | NM | | | | | | | | |

| Total operating costs and expenses | | | $ | [removed: 10,714.4] [added: 11,628.1] | | | | | $ | [removed: 10,075.8] [added: 10,714.4] | | | | | [removed: 6.3%] [added: 8.5%] | | | | | | | | |

| Operating income | | | $ | [removed: 1,362.3] [added: 1,582.8] | | | | | $ | [removed: 1,314.2] [added: 1,362.3] | | | | | [removed: 3.7%] [added: 16.2%] | | | | | | | | |

| Interest, net | | | [removed: 175.1] | | | [removed: | | | 138.7 | | | | | | 26.2%] [added: 194.2] | | | | | | [added: 175.1] | | |

| Earnings before income taxes | | | $ | [removed: 1,187.2] [added: 1,388.6] | | | | | $ | [removed: 1,175.5] [added: 1,187.2] | | | | | [removed: 1.0%] [added: 17.0%] | | | | | | | | |

| Income tax expense [removed: (1)] | | | [removed: 136.2] | | | [removed: | | | 145.0 | | | | | | (6.1)%] [added: 174.9] | | | | | | [added: 136.2] | | |

| Earnings from continuing operations | | | [removed: $] | [removed: 1,051.0] | | [removed: | | |] $ | [removed: 1,030.5 | | | | | 2.0% |] [added: 1,213.7] | | | | | [added: $] | [added: 1,051.0] | |

| Losses from discontinued operations, net of tax | | | [removed: (1.4)] [added: (7.0)] | | | | | | [removed: (2.9)] [added: (1.4)] | | | | | | [removed: (51.7)%] [added: NM] | | | | | | | | |

| Net earnings | | | $ | [removed: 1,049.6] [added: 1,206.7] | | | | | $ | [removed: 1,027.6] [added: 1,049.6] | | | | | [removed: 2.1%] [added: 15.0%] | | | | | | | | |

| (1) Effective tax rate | | | [removed: 11.5] [added: 12.6] | | % | | | | [removed: 12.3] [added: 11.5] | | % | | | | | | | | | | | | |

The following table details the number of company-owned restaurants reported in continuing operations at the end of fiscal [removed: 2025,] [added: 2026,] compared [removed: with] [added: to] the number open at the end of fiscal [removed: 2024:][added: 2025:]

| | | | | | | May [removed: 25, 2025] [added: 31, 2026] | | | | | | May [removed: 26, 2024] [added: 25, 2025] | | |

| Olive Garden | | | | | | [removed: 935] [added: 949] | | | | | | [removed: 920] [added: 935] | | |

| LongHorn Steakhouse | | | | | | [removed: 591] [added: 618] | | | | | | [removed: 575] [added: 591] | | |

On July 14, 2025, we closed on the sale of the Olive Garden Canada Restaurants to Recipe.

All gains and losses on disposition have been aggregated in impairments and disposal of assets, net on our consolidated statement of earnings.

See Note 4 for additional information.

At the closing, Darden and Recipe entered into an area development agreement and franchise agreements, pursuant to which Recipe will operate current and any new restaurants contemplated thereunder under the Olive Garden trade name and will pay royalties for use of the trade name.

On our June 2025 earnings call, we announced the decision to explore strategic alternatives for the Bahama Breeze brand, which, at that time, included 28 company-owned restaurants and one franchised restaurant.

As part of this review, we evaluated a potential sale of the brand as well as the conversion of certain restaurants to other Darden brands.

On February 3, 2026, we announced the completion of this process and our decision to permanently close approximately half of the remaining Bahama Breeze restaurants, which we completed on or about April 5, 2026, and our expectation to convert the remaining restaurants to other Darden brands over the next 12–18 months.

As of the end of fiscal 2026, we have completed one conversion.

See Note 4 for additional information.

We finalized the purchase price allocation related to the Chuy’s acquisition in the first quarter of fiscal 2026, which resulted in $267.2 million of goodwill, representing sales and unit growth opportunities, in addition to supply chain and support cost synergies.

As of May 31, 2026, all Chuy’s operations have been fully integrated into Darden’s operations.

The extra week of operations in fiscal 2026 contributed $0.25 to diluted net earnings per share from continuing operations.

(1) Annual same-restaurant sales is a 52-week metric and excludes the impact of Bahama Breeze as all locations are expected to be closed or converted to other Darden brands (between Q3 fiscal 2026 and Q4 fiscal 2027).

| Sales | | | $ | 13,210.9 | | | | | $ | 12,076.7 | | | | | 9.4% | | | | | | | | |

| Olive Garden | | | $ | 5,594.8 | | | | | $ | 5,212.9 | | | | | 7.3 | | % | | | | 4.0 | | % | | | | $ | 5.8 | | | | | $ | 5.6 | |

| LongHorn Steakhouse | | | $ | 3,423.0 | | | | | $ | 3,025.5 | | | | | 13.1 | | % | | | | 7.2 | | % | | | | $ | 5.6 | | | | | $ | 5.2 | |

| Fine Dining | | | $ | 1,375.7 | | | | | $ | 1,304.8 | | | | | 5.4 | | % | | | | 1.2 | | % | | | | $ | 7.3 | | | | | $ | 7.2 | |

| Other Business | | | $ | 2,817.4 | | | | | $ | 2,533.5 | | | | | 11.2 | | % | | | | 3.9 | | % | | | | $ | 5.9 | | | | | $ | 5.8 | |

| | | | $ | 13,210.9 | | | | | $ | 12,076.7 | | | | | | | | | | | | | | | | | | | | | | | | | |

The increase in

*Costs and Expenses in Fiscal 2026 Compared to Fiscal 2025:*

- Pre-opening costs increased as a percentage of sales, primarily driven by an increase in new restaurants as compared with fiscal 2025.

- Depreciation and amortization expenses decreased as a percentage of sales, primarily due to sales leverage.

- Impairments and disposal of assets, net decreased as a percentage of sales, primarily due to the gain on sale of the Olive Garden Canada Restaurants in fiscal 2026.

This decrease was partially offset by costs associated with additional Bahama Breeze closures in fiscal 2026, as compared with fiscal 2025, when we closed a total of 22 underperforming restaurant locations, including 15 Bahama Breeze restaurants, during the fourth quarter.

The Company has evaluated the impacts of the OBBBA, and the effects of these provisions have been incorporated into the accompanying financial statements.

The increase in the Olive Garden segment profit margin for fiscal 2026 was driven primarily by lower food and beverage, restaurant labor and marketing costs, partially offset by higher restaurant expenses.

In fiscal 2026, we performed a quantitative assessment as a part of our annual impairment review.

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

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

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

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

These cash flows are discounted using a weighted-average cost of capital (“WACC”) that reflects current

market conditions.

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

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

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

We performed our annual impairment test of our goodwill and trademarks as of February 23, 2026, which was the first day of our fiscal 2026 fourth quarter.

As of February 23, 2026, no impairment of goodwill or trademarks was indicated based on our testing.

The Revolving Credit Agreement is a senior unsecured credit commitment to the Company and contains customary representations and

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

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

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

(1)Same-restaurant sales is a year-over-year comparison of each period’s sales volumes for a 52-week year and is limited to restaurants that have been open, and operated by Darden, for at least 16 months.

- Marketing expenses increased as a percent of sales primarily due to increased marketing and media.

- Depreciation and amortization expenses increased as a percent of sales primarily due to the acquisition of Chuy’s as well as incremental depreciation on brand assets.

- 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.

compared to income tax expense of $145.0 million on earnings before income taxes of $1.18 billion in fiscal 2024.

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.

RESULTS OF OPERATIONS FOR FISCAL 2024 COMPARED TO FISCAL 2023

Leases

We evaluate our leases at their inception to estimate their expected term, which commences on the date when we have the right to control the use of the leased property and includes the non-cancelable base term plus all option periods we are reasonably certain to exercise.

Our judgment in determining the appropriate expected term and discount rate for each lease affects our evaluation of:

- The classification and accounting for leases as operating versus finance;

- The rent holidays and escalation in payments that are included in the calculation of the lease liability and related right-of-use asset; and

- The term over which leasehold improvements for each restaurant facility are amortized.

These judgments may produce materially different amounts of lease liabilities and right-of-use assets recognized on our consolidated balance sheets, as well as depreciation, amortization, interest and rent expense recognized in our consolidated statements of earnings if different discount rates and expected lease terms were used.

During fiscal 2025, we elected to perform a qualitative assessment for our annual review of goodwill and trademarks to determine whether or not indicators of impairment exist.

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

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

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

Assessment of uncertain tax positions requires judgments relating to the amounts, timing and likelihood of resolution.

As described in Note 13 of the Notes to Consolidated Financial Statements (Part II, Item 8 of this report), the $21.4 million balance of unrecognized tax benefits at May 25, 2025, includes $1.3 million related to tax positions for which it is reasonably possible that the total amounts could change during the next 12 months based on the outcome of examinations.

All of such $1.3 million relates to items that would impact our effective income tax rate.

As of May 25, 2025, $0.2 million of letters of credit were outstanding, which was backed by this facility.

On September 16, 2024, we entered into a senior unsecured $600 million 2-year Term Loan Credit Agreement (Term Loan Agreement) with BOA, as administrative agent, the lenders and other agents party thereto, the material terms of which were consistent with the Revolving Credit Agreement.

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.

On October 3, 2024, we issued and sold $400.0 million aggregate principal amount of 4.350 percent Senior Notes due 2027 (2027 Notes) and $350.0 million aggregate principal amount of 4.550 percent Senior Notes due 2029 (2029 Notes and, together with the 2027 Notes, the Notes), pursuant to the provisions of the Underwriting Agreement, dated September 30, 2024, among the Company and BofA Securities, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.

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

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

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.

| 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 | | |

We are exposed to a variety of market risks, including fluctuations in interest rates, foreign currency exchange rates, [removed: compensation] [added: compensation,] and commodity prices.

To manage this exposure, we periodically enter into interest rate, foreign currency exchange instruments, equity [removed: forward] [added: forward,] and commodity derivative instruments for other than trading purposes.

We use the variance/covariance method to measure value at risk, over time horizons ranging from one week to one year, at the [removed: 95] [added: 99] percent confidence level.

At May [removed: 25, 2025,] [added: 31, 2026,] our potential losses in future net earnings resulting from changes in equity forwards, commodity instruments, currencies and floating [removed: rate] [added: rate,] and fixed rate debt interest rate exposures were approximately [removed: $63.3] [added: $68.5] 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, [added: over a period of one year, was approximately $93.6 million.]

The fair value of our long-term fixed-rate debt outstanding as of May [removed: 25, 2025,] [added: 31, 2026,] averaged [removed: $1.89] [added: $2.18] billion, with a high of [removed: $2.17] [added: $2.20] billion and a low of [removed: $1.37] [added: $2.14] billion during fiscal [removed: 2025.][added: 2026.]

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

Darden Restaurants, Inc. [added: (“Darden,” the “Company,” “we,” “us,” or “our”)] is a full-service restaurant company, and as of May [removed: 25, 2025,] [added: 31, 2026,] we owned and operated [removed: 2,159] [added: 2,202] restaurants through subsidiaries in the United States [removed: and Canada] under the Olive Garden®, LongHorn Steakhouse®, [removed: Cheddar’s Scratch Kitchen®, Chuy’s®,] Yard House®, Ruth’s Chris Steak House® (“Ruth’s Chris”), [added: Cheddar’s Scratch Kitchen®,] The Capital Grille®, [added: Chuy’s®,] Seasons 52®, Eddie V’s Prime Seafood® (“Eddie V’s”), Bahama Breeze®, and The Capital Burger® trademarks.

As of May [removed: 25, 2025,] [added: 31, 2026,] we also had [removed: 154] [added: 167] restaurants operated by independent third parties pursuant to area development and franchise [removed: agreements and 4] [added: agreements, four] restaurants operating under contractual [removed: agreements.][added: agreements, and one restaurant that we jointly own with a third party and operate independently.]

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: 25, 2025:][added: 31, 2026:]

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

| Canada | | | 8 | | | — | | | — | | | | | | — | | | | | | — | | | | | | [removed: —] [added: 6] | | | — | | | — | | | | | | — | | | — | | | | | | — | | | [removed: 8] [added: 14] | | |

| United States (2) | | | 11 | | | 19 | | | 3 | | | | | | — | | | | | | [removed: —] [added: 1] | | | | | | 51 | | | [removed: —] [added: 1] | | | — | | | | | | — | | | 1 | | | | | | — | | | [removed: 85] [added: 87] | | |

| Latin America | | | 32 | | | — | | | — | | | | | | — | | | | | | [removed: —] [added: 1] | | | | | | [removed: 2] [added: 1] | | | 2 | | | — | | | | | | — | | | — | | | | | | — | | | 36 | | |

| Asia | | | [removed: 5] [added: 6] | | | [removed: 1] [added: 2] | | | — | | | | | | — | | | | | | — | | | | | | [removed: 16] [added: 15] | | | — | | | — | | | | | | — | | | — | | | | | | — | | | [removed: 22] [added: 23] | | |

| Middle East | | | [removed: 3] [added: 4] | | | — | | | — | | | | | | — | | | | | | — | | | | | | — | | | — | | | — | | | | | | — | | | — | | | | | | — | | | [removed: 3] [added: 4] | | |

Darden [removed: Restaurants, Inc.] is a Florida [removed: corporation] [added: corporation,] incorporated in March 1995, and is the parent company of GMRI, Inc., also a Florida corporation.

Our principal executive offices and restaurant support center [added: (“RSC”)] are located at 1000 Darden Center Drive, Orlando, Florida 32837, telephone (407) 245-4000.

We make our reports on Forms 10-K, [removed: 10-Q] [added: 10-Q,] and [removed: 8-K,] [added: 8-K;] Section 16 reports on Forms 3, [removed: 4] [added: 4,] and [removed: 5,] [added: 5;] and all amendments to those reports available free of charge on our website [added: on] the same day [removed: as] [added: that] the reports are filed with or furnished to the Securities and Exchange [removed: Commission.][added: Commission (the “SEC”).]

Unless the context indicates otherwise, all references to “Darden,” [removed: “the Company,”] [added: the “Company,”] “we,” [removed: “our”] [added: “our,”] or “us” include Darden Restaurants, Inc., GMRI, [removed: Inc.] [added: Inc.,] and our respective subsidiaries.

On our June 2025 earnings call, we announced the decision to explore strategic alternatives for the Bahama Breeze brand, [removed: which includes] [added: which, at that time, included] 28 [removed: locations owned and operated by Darden] [added: company-owned restaurants] and one [removed: franchise location.][added: franchised restaurant.]

[removed: Our fiscal year 2025] [added: Fiscal 2026] ended May [removed: 25, 2025] [added: 31, 2026] and consisted of [removed: 52] [added: 53] weeks, fiscal [removed: 2024] [added: 2025] ended May [removed: 26, 2024] [added: 25, 2025] and consisted of 52 weeks, and fiscal [removed: 2023] [added: 2024] ended May [removed: 28, 2023] [added: 26, 2024] and consisted of 52 weeks.

We aggregate our operating segments into reportable segments based on a combination of the size, economic [removed: characteristics] [added: characteristics,] and sub-segment of full-service dining within which each brand operates.

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

[removed: External sales are derived principally from food and beverage sales, we] [added: We] do not rely on any major customers as a source of [removed: sales] [added: sales,] and [removed: the] customers and long-lived assets of our reportable segments are predominantly in the U.S. There were no material transactions among reportable segments.

Olive Garden offers a variety of Italian foods featuring fresh ingredients presented simply with a focus on flavor and [removed: quality,] [added: quality] and a [removed: broad] selection of imported Italian wines.

Most dinner menu entrée prices range from [removed: $12.00] [added: $14.00] to [removed: $23.50,] [added: $42.00,] and most lunch menu entrée prices range from $9.50 to [removed: $11.50.][added: $12.00.]

During fiscal [removed: 2025,] [added: 2026,] the average check per [removed: person (defined] [added: person, defined] as total sales divided by number of entrées [removed: sold)] [added: sold,] was approximately [removed: $24.00,] [added: $25.00,] with alcoholic beverages accounting for [removed: 4.7] [added: 4.1] percent of Olive Garden’s sales.

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

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

LongHorn Steakhouse restaurants feature a variety of menu items including signature fresh steaks and chicken, as well as salmon, shrimp, ribs, pork [removed: chops] [added: chops,] and burgers.

Most dinner menu entrée prices range from [removed: $14.00] [added: $12.50] to [removed: $41.00,] [added: $24.00,] and most lunch menu entrée prices range from [removed: $9.00] [added: $10.00] to $12.00.

During fiscal [removed: 2025,] [added: 2026,] the average check per person was approximately [removed: $28.00,] [added: $28.50,] with alcoholic beverages accounting for [removed: 8.5] [added: 8.1] percent of LongHorn Steakhouse’s sales.

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

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

Cheddar’s Scratch Kitchen is a full-service restaurant brand operating primarily in Texas and throughout the southern, [removed: mid-western] [added: mid-western,] and mid-Atlantic regions of the United States.

The casual dining menu features modern classics and American [removed: favorites] [added: favorites,] cooked from scratch.

Each [removed: entree] [added: entrée] includes a honey butter croissant.

Most dinner menu entrée prices range from $10.00 to [removed: $23.00,] [added: $24.00,] and most lunch menu entrée prices range from $9.00 to $11.00.

During fiscal [removed: 2025,] [added: 2026,] the average check per person was approximately [removed: $19.00,] [added: $19.50,] with alcoholic beverages accounting for [removed: 7.0] [added: 6.4] percent of Cheddar’s Scratch Kitchen’s sales.

Cheddar’s Scratch Kitchen features different menus across its trade areas to reflect geographic differences in consumer preferences, [removed: prices] [added: prices,] and selections, as well as a smaller portioned, lower-priced children’s menu.

Most menu entrée prices range from $11.00 to [removed: $21.00.][added: $22.00.]

During fiscal [removed: 2025,] [added: 2026,] the average check per person was approximately [removed: $19.50,] [added: $20.00,] with alcoholic beverages accounting for [removed: 12.0] [added: 11.4] percent of Chuy’s sales.

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

Yard House is a full-service restaurant brand operating in metropolitan areas across the United States and is known for great food, classic [removed: rock] [added: rock,] and over 100 draft beer offerings.

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

Most lunch and dinner menu entrée prices range from $10.00 to [removed: $54.00.][added: $39.00.]

| United States (1) | | | 949 | | | 618 | | | 184 | | | | | | 110 | | | | | | 93 | | | | | | 83 | | | 74 | | | 44 | | | | | | 31 | | | 13 | | | | | | 3 | | | 2,202 | | |

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

| Total | | | 949 | | | 618 | | | 184 | | | | | | 110 | | | | | | 93 | | | | | | 83 | | | 74 | | | 44 | | | | | | 31 | | | 13 | | | | | | 3 | | | 2,202 | | |

| Europe | | | 1 | | | — | | | — | | | | | | — | | | | | | — | | | | | | — | | | — | | | — | | | | | | — | | | — | | | | | | — | | | 1 | | |

| Total | | | 63 | | | 21 | | | 3 | | | | | | — | | | | | | 2 | | | | | | 74 | | | 3 | | | — | | | | | | — | | | 1 | | | | | | — | | | 167 | | |

| Grand Total | | | 1,012 | | | 639 | | | 187 | | | | | | 110 | | | | | | 95 | | | | | | 161 | | | 77 | | | 44 | | | | | | 31 | | | 14 | | | | | | 3 | | | 2,373 | | |

(1)Includes one Yard House restaurant that we jointly own with a third party and operate independently.

On July 14, 2025, we closed on the sale of eight Olive Garden restaurants in Canada (the “Olive Garden Canada Restaurants”) to Recipe Unlimited Corporation (“Recipe”).

All gains and losses on disposition have been aggregated in impairments and disposal of assets, net on our consolidated statement of earnings.

See Note 4 to our consolidated financial

statements in Part II, Item 8 of this Form 10-K for additional information.

At closing, Darden and Recipe entered into an area development agreement and franchise agreements, pursuant to which Recipe will operate current and any new restaurants contemplated thereunder under the Olive Garden trade name and will pay royalties for use of the trade name.

As part of this review, we evaluated a potential sale of the brand as well as the conversion of certain restaurants to other Darden brands.

On February 3, 2026, we announced the completion of this process and our decision to permanently close approximately half of the Bahama Breeze restaurants, which we completed on or about April 5, 2026, and our expectation to convert the remaining Bahama Breeze restaurants to other Darden brands over the next 12–18 months.

As of the end of fiscal 2026, we have completed one conversion.

External sales are derived principally from food and beverage sales.

On February 3, 2026, we announced our decision to permanently close approximately half of our Bahama Breeze restaurants, which we completed on or about April 5, 2026, and our expectation to convert the remaining restaurants to other Darden brands over the next 12–18 months.

| 2026 | | | 949 | | | 618 | | | 184 | | | 110 | | | 93 | | | 83 | | | 74 | | | 44 | | | 31 | | | 13 | | | 3 | | | 2,202 | | | $13,210.9 | | |

| Chuy’s | | | 4 | | | | | | — | | | | | | 2 | | | | | | 4-6 | | | | | | $4.3 | | | \- | | | $5.5 | | | | | | 5,900 | | | | | | 160 | | |

(2)Includes the eight Olive Garden Canada Restaurants sold and franchised to Recipe in the first quarter of fiscal 2026.

(6)We permanently closed approximately half of our Bahama Breeze restaurants and expect to convert the remaining restaurants to other Darden brands.

Depending on the brand, Directors of Operations report to a Divisional Vice President of Operations or a Senior Director of Operations.

Depending on the brand, Directors of Operations report to a Divisional Vice President, Senior Director of Operations, or Vice President of Brand Operations.

Brands employ a mix of executive chefs, sous chefs, and culinary managers, depending on the brand and operating model.

Third, we will not rely on deep discounts and are therefore able to provide great value to our guests while driving profitable sales growth.

We believe that our team members are one of our most important assets and a competitive advantage.

We are committed to our People Strategy and focus on hiring, training, rewarding, and retaining a workforce that best serves our guests and the communities in which we operate.

We closely track and assess a variety of metrics that help us evaluate the effectiveness of our People Strategy across our restaurant brands and the RSC.

We regularly invest in our team members’ careers by providing the tools that our team members need to succeed

In fiscal 2026, 68 percent of the participants in our restaurant Manager In Training program, which teaches team members management skills prior to serving in a management role in our restaurants, were internal promotions.

We believe our emphasis on internal mobility and career development strengthens team member engagement and retention, while supporting the guest experience.

We believe our ability to leverage and use technology effectively is a competitive advantage and a key factor of our strategy.

Our strategy is to fully integrate systems to drive operational

As we accept credit card payments, we are subject to the Payment Card Industry (“PCI”) Data Security Standard and engage a third-party auditor to conduct annual compliance assessments.

We own all of those locations, except for four restaurants operating under contractual agreements and one restaurant that we jointly own with a third party and operate independently.

Our Impact

Each day, our restaurants collect surplus, wholesome food that is not served to guests.

In fiscal 2026, the Foundation awarded $1.25 million to the Coalition for the Homeless of Central Florida for its new Center for Women and Families, located in Orlando, Florida.

This contribution will support the construction and equipping of a commercial kitchen, enabling the organization to scale meal production to approximately 335,000 meals annually.

Through this contribution, the Foundation aims to address the basic needs of women and children experiencing homelessness in Central Florida.

| 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 | | |

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

| Total | | | 52 | | | 20 | | | 3 | | | | | | — | | | | | | — | | | | | | 76 | | | 2 | | | — | | | | | | — | | | 1 | | | | | | — | | | 154 | | |

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

(1)Includes one restaurant that is owned jointly by us and third parties and managed by us.

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.

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

Bahama Breeze maintains 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.

| 2021 | | | 875 | | | 533 | | | 170 | | | — | | | 81 | | | — | | | 60 | | | 44 | | | 26 | | | 42 | | | 3 | | | 1,834 | | | $7,196.1 | | |

(1) During fiscal 2021, many of our locations experienced restrictions on operations, including the ability to have dine-in operations and were subject to vaccine and/or mask mandates as a result of the COVID-19 pandemic.

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

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.

Each Yard House, Ruth’s Chris, The Capital Grille, Seasons 52 and Eddie V’s restaurant has one executive chef, and some have one to two sous chefs.

Each Bahama Breeze and The Capital Burger restaurant has one to three culinary managers.

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 Area Supervisor reports to a Senior Director of Operations who is responsible for between 30 – 40 restaurants.

They are re-deployed as appropriate to enable a smooth transition to the restaurant’s operating staff.

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

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

Key team member statistics as of the end of fiscal 2025 included the following:

| | | | | | |

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

For many of our team members, English is not their first language, and this program provides the opportunity to learn English for free.

We consider our team member relations to be good.

casual dining or fine dining turnover rate for their segment of the industry as reported in The People ReportTM by Black Box IntelligenceTM.

We strive for leadership in the restaurant business by using technology as a competitive advantage and as an enabler of our strategy.

We own all of those locations, except for 5 restaurants we manage through joint venture or other contractual agreements.

In recent years, many states have modified their regulations to permit “To Go” sales of alcoholic beverages, and in some locations we now offer a variety of alcoholic beverages to go, including in bottles, from draft and mixed drinks.

In April 2024, the U.S. Department of Labor (DOL) announced updates to the Fair Labor Standards Act overtime rules that, in two stages, one on July 1, 2024 and a second on January 1, 2025 increase the salary threshold above which non-exempt workers are required to be paid overtime.

In November 2024, a federal judge in Texas struck down the DOL's proposed rule.

For the fiscal year ended May [removed: 25, 2025][added: 31, 2026]

The aggregate market value of Common Stock held by non-affiliates of the Registrant based on the closing price of [removed: $167.69] [added: $174.72] per share as reported on the New York Stock Exchange on November [removed: 22, 2024,] [added: 21, 2025,] was approximately: [removed: $19,613,800,000.][added: $20,084,300,000.]

Number of shares of Common Stock outstanding as of May [removed: 25, 2025: 117,033,830.][added: 31, 2026: 114,077,969.]

Portions of the Registrant’s Proxy Statement for its Annual Meeting of Shareholders on September [removed: 17, 2025,] [added: 23, 2026,] to be filed with the Securities and Exchange Commission no later than 120 days after May [removed: 25, 2025,] [added: 31, 2026,] are incorporated by reference into Part III of this Report.

FISCAL YEAR ENDED MAY [removed: 25, 2025][added: 31, 2026]

| Item 1. | | | [removed: [Business](#i11fd2972e2ae4e53a9804ed5a08be797_13)] [added: [Business](#i157dc9e210274520a8fd3ef7e2edcaec_13)] | | | [removed: [1](#i11fd2972e2ae4e53a9804ed5a08be797_13)] [added: [1](#i157dc9e210274520a8fd3ef7e2edcaec_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i11fd2972e2ae4e53a9804ed5a08be797_34)] [added: Factors](#i157dc9e210274520a8fd3ef7e2edcaec_34)] | | | [removed: [14](#i11fd2972e2ae4e53a9804ed5a08be797_34)] [added: [15](#i157dc9e210274520a8fd3ef7e2edcaec_34)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i11fd2972e2ae4e53a9804ed5a08be797_37)] [added: Comments](#i157dc9e210274520a8fd3ef7e2edcaec_37)] | | | [removed: [25](#i11fd2972e2ae4e53a9804ed5a08be797_37)] [added: [25](#i157dc9e210274520a8fd3ef7e2edcaec_37)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i11fd2972e2ae4e53a9804ed5a08be797_40)] [added: [Cybersecurity](#i157dc9e210274520a8fd3ef7e2edcaec_40)] | | | [removed: [25](#i11fd2972e2ae4e53a9804ed5a08be797_40)] [added: [26](#i157dc9e210274520a8fd3ef7e2edcaec_40)] | | |

| Item 2. | | | [removed: [Properties](#i11fd2972e2ae4e53a9804ed5a08be797_43)] [added: [Properties](#i157dc9e210274520a8fd3ef7e2edcaec_43)] | | | [removed: [27](#i11fd2972e2ae4e53a9804ed5a08be797_43)] [added: [27](#i157dc9e210274520a8fd3ef7e2edcaec_43)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i11fd2972e2ae4e53a9804ed5a08be797_46)] [added: Proceedings](#i157dc9e210274520a8fd3ef7e2edcaec_46)] | | | [removed: [27](#i11fd2972e2ae4e53a9804ed5a08be797_46)] [added: [27](#i157dc9e210274520a8fd3ef7e2edcaec_46)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i11fd2972e2ae4e53a9804ed5a08be797_49)] [added: Disclosures](#i157dc9e210274520a8fd3ef7e2edcaec_49)] | | | [removed: [27](#i11fd2972e2ae4e53a9804ed5a08be797_49)] [added: [27](#i157dc9e210274520a8fd3ef7e2edcaec_49)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i11fd2972e2ae4e53a9804ed5a08be797_55)] [added: Securities](#i157dc9e210274520a8fd3ef7e2edcaec_55)] | | | [removed: [28](#i11fd2972e2ae4e53a9804ed5a08be797_55)] [added: [28](#i157dc9e210274520a8fd3ef7e2edcaec_55)] | | |

| Item 6. | | | [removed: [Reserved](#i11fd2972e2ae4e53a9804ed5a08be797_58)] [added: [Reserved](#i157dc9e210274520a8fd3ef7e2edcaec_58)] | | | [removed: [30](#i11fd2972e2ae4e53a9804ed5a08be797_58)] [added: [30](#i157dc9e210274520a8fd3ef7e2edcaec_58)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i11fd2972e2ae4e53a9804ed5a08be797_61)] [added: Operations](#i157dc9e210274520a8fd3ef7e2edcaec_61)] | | | [removed: [30](#i11fd2972e2ae4e53a9804ed5a08be797_61)] [added: [30](#i157dc9e210274520a8fd3ef7e2edcaec_61)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i11fd2972e2ae4e53a9804ed5a08be797_85)] [added: Risk](#i157dc9e210274520a8fd3ef7e2edcaec_85)] | | | [removed: [40](#i11fd2972e2ae4e53a9804ed5a08be797_85)] [added: [40](#i157dc9e210274520a8fd3ef7e2edcaec_85)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i11fd2972e2ae4e53a9804ed5a08be797_88)] [added: Data](#i157dc9e210274520a8fd3ef7e2edcaec_88)] | | | [removed: [42](#i11fd2972e2ae4e53a9804ed5a08be797_88)] [added: [41](#i157dc9e210274520a8fd3ef7e2edcaec_88)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i11fd2972e2ae4e53a9804ed5a08be797_178)] [added: Disclosure](#i157dc9e210274520a8fd3ef7e2edcaec_178)] | | | [removed: [81](#i11fd2972e2ae4e53a9804ed5a08be797_178)] [added: [80](#i157dc9e210274520a8fd3ef7e2edcaec_178)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i11fd2972e2ae4e53a9804ed5a08be797_181)] [added: Procedures](#i157dc9e210274520a8fd3ef7e2edcaec_181)] | | | [removed: [81](#i11fd2972e2ae4e53a9804ed5a08be797_181)] [added: [80](#i157dc9e210274520a8fd3ef7e2edcaec_181)] | | |

| Item 9B. | | | [Other [removed: Information](#i11fd2972e2ae4e53a9804ed5a08be797_184)] [added: Information](#i157dc9e210274520a8fd3ef7e2edcaec_184)] | | | [removed: [81](#i11fd2972e2ae4e53a9804ed5a08be797_184)] [added: [80](#i157dc9e210274520a8fd3ef7e2edcaec_184)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i11fd2972e2ae4e53a9804ed5a08be797_190)] [added: Governance](#i157dc9e210274520a8fd3ef7e2edcaec_190)] | | | [removed: [81](#i11fd2972e2ae4e53a9804ed5a08be797_190)] [added: [80](#i157dc9e210274520a8fd3ef7e2edcaec_190)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i11fd2972e2ae4e53a9804ed5a08be797_193)] [added: Compensation](#i157dc9e210274520a8fd3ef7e2edcaec_193)] | | | [removed: [81](#i11fd2972e2ae4e53a9804ed5a08be797_193)] [added: [81](#i157dc9e210274520a8fd3ef7e2edcaec_193)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i11fd2972e2ae4e53a9804ed5a08be797_196)] [added: Matters](#i157dc9e210274520a8fd3ef7e2edcaec_196)] | | | [removed: [82](#i11fd2972e2ae4e53a9804ed5a08be797_196)] [added: [81](#i157dc9e210274520a8fd3ef7e2edcaec_196)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i11fd2972e2ae4e53a9804ed5a08be797_199)] [added: Independence](#i157dc9e210274520a8fd3ef7e2edcaec_199)] | | | [removed: [82](#i11fd2972e2ae4e53a9804ed5a08be797_199)] [added: [81](#i157dc9e210274520a8fd3ef7e2edcaec_199)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i11fd2972e2ae4e53a9804ed5a08be797_202)] [added: Services](#i157dc9e210274520a8fd3ef7e2edcaec_202)] | | | [removed: [82](#i11fd2972e2ae4e53a9804ed5a08be797_202)] [added: [81](#i157dc9e210274520a8fd3ef7e2edcaec_202)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i11fd2972e2ae4e53a9804ed5a08be797_208)] [added: Schedules](#i157dc9e210274520a8fd3ef7e2edcaec_208)] | | | [removed: [82](#i11fd2972e2ae4e53a9804ed5a08be797_208)] [added: [81](#i157dc9e210274520a8fd3ef7e2edcaec_208)] | | |

| | | | [removed: [Signatures](#i11fd2972e2ae4e53a9804ed5a08be797_211)] [added: [Signatures](#i157dc9e210274520a8fd3ef7e2edcaec_211)] | | | [removed: [83](#i11fd2972e2ae4e53a9804ed5a08be797_211)] [added: [82](#i157dc9e210274520a8fd3ef7e2edcaec_211)] | | |

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: 2026,] [added: 2027,] 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 [removed: performance] [added: performance,] and business of Darden Restaurants, Inc. and its subsidiaries that are preceded by, followed [removed: by] [added: by,] or that include words such as “may,” “will,” “expect,” “intend,” [added: “focus,”] “anticipate,” “continue,” “estimate,” “project,” “believe,” “plan,” [removed: “outlook”] [added: “outlook,” “seek,”] 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.

In addition to the risks and uncertainties of ordinary business obligations, and those described in information incorporated into this report, the forward-looking statements contained in this report are subject to the risks and uncertainties described in Item 1A below under the heading “Risk [removed: Factors.”][added: Factors” and]

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i157dc9e210274520a8fd3ef7e2edcaec_1805) | | | [80](#i157dc9e210274520a8fd3ef7e2edcaec_1805) | | |

other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.

We maintain [removed: an] [added: a cybersecurity] incident response plan that is designed to protect against, identify, evaluate, respond [removed: to] [added: to,] and [removed: recover from] [added: mitigate] a cybersecurity [removed: related] incident.

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

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

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

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

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

For example, we perform annual and ongoing cybersecurity awareness training for our restaurant management and [removed: restaurant support center] [added: RSC] team members.

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

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

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

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

With respect to third-party service providers, our [removed: information security] [added: cybersecurity] program includes conducting due diligence [removed: of] [added: on] relevant service providers’ information security programs prior to onboarding and [removed: we continue to reassess vendors] [added: periodically reassessing those programs] using a risk-based approach.

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

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

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

Our Board of Directors has ultimate risk oversight responsibility for the Company and [removed: administers] [added: fulfills] this responsibility both directly and with assistance from its committees.

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

Our cybersecurity program is led by our Chief Information Officer [removed: (CIO),] [added: (“CIO”),] who is responsible for identifying, [removed: assessing] [added: assessing,] and managing our collective information security and technology risks.

[removed: The] [added: Our] CIO meets regularly with leaders of our various information technology management teams to review and discuss our cybersecurity and other information technology risks and opportunities.

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

cybersecurity, data, artificial intelligence, and other technology-related risks, all of which are fully integrated into our larger ERM program.

The Audit Committee regularly reports to the full Board of Directors on the cybersecurity-related updates that the Audit Committee receives from the Company’s CIO and cybersecurity team.

As of May [removed: 25, 2025,] [added: 31, 2026,] we owned and operated [removed: 2,159] [added: 2,202] restaurants.

Our company-owned restaurants are located in all 50 of the United [removed: States,] [added: States and] Washington D.C. [added: Of the company-owned restaurants, 98 were located on owned sites] and [removed: Canada.][added: 2,104 were located on leased sites.]

| Land-Only Leases (we own buildings and equipment) | | | [removed: 1,102] [added: 1,150] | | |

| Ground and Building Leases | | | [removed: 666] [added: 655] | | |

| Space/In-Line/Other Leases | | | [removed: 297] [added: 299] | | |

We also lease our [removed: Restaurant Support Center] [added: RSC,] which is located in Orlando, Florida.

| Total | | | 2,104 | | |

Of the company-owned restaurants, 94 were located on owned sites and 2,065 were located on leased sites.

| Total | | | 2,065 | | |

As of June 30, [removed: 2025,] [added: 2026,] there were approximately [removed: 7,400] [added: 7,001] holders of record of our common shares.

Since commencing our common share repurchase program in December 1995, we have repurchased a total of [removed: 213.3] [added: 216.7] million shares through May [removed: 25, 2025] [added: 31, 2026] 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: 25, 2025:][added: 31, 2026:]

(1)All of the shares purchased during the quarter ended May [removed: 25, 2025] [added: 31, 2026] were purchased as part of our [added: share] repurchase program.

On June [removed: 18, 2025, Darden's] [added: 24, 2026, Darden’s] Board of Directors authorized a new share repurchase [removed: program] [added: program,] under which the Company may repurchase up to [removed: $1] [added: $1.5] billion of its outstanding common stock.

This repurchase program, which was announced publicly in a press release issued on June [removed: 20, 2025,] [added: 25, 2026,] does not have an expiration and replaces the previously existing share repurchase authorization.

These shares are included as part of our [added: share] repurchase program and deplete the repurchase authority granted by our Board.

| Company/Index | | | | | | 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] | | | | | | May [removed: 2025] [added: 2026] | | |

[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 [removed: Index] [added: Index,] and the S&P Composite 1500 Restaurant Sub-Index on May [removed: 31, 2020,] [added: 30, 2021,] and that all dividends were reinvested.

| February 23, 2026 through March 29, 2026 | | | 277,152 | | | $204.68 | | | 277,152 | | | $459.3 | | |

| March 30, 2026 through Apri1 26, 2026 | | | 212,853 | | | $196.23 | | | 212,853 | | | $417.5 | | |

| April 27, 2026 through May 31, 2026 | | | 197,015 | | | $196.76 | | | 197,015 | | | $378.7 | | |

| Quarter-to-Date | | | 687,020 | | | $199.79 | | | 687,020 | | | $378.7 | | |

| Darden Restaurants, Inc. | | | | | | $ | 100.00 | | | | | $ | 90.76 | | | | | $ | 120.36 | | | | | $ | 113.94 | | | | | $ | 162.94 | | | | | $ | 167.89 | |

| S&P 500 Stock Index | | | | | | $ | 100.00 | | | | | $ | 100.32 | | | | | $ | 103.21 | | | | | $ | 132.19 | | | | | $ | 146.54 | | | | | $ | 193.80 | |

| S&P Composite 1500 Restaurant Sub-Index | | | | | | $ | 100.00 | | | | | $ | 91.11 | | | | | $ | 111.74 | | | | | $ | 114.61 | | | | | $ | 128.04 | | | | | $ | 117.01 | |

| 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 | |

| [Report of Management [removed: Responsibilities](#i11fd2972e2ae4e53a9804ed5a08be797_91)] [added: Responsibilities](#i157dc9e210274520a8fd3ef7e2edcaec_91)] | | | [removed: [43](#i11fd2972e2ae4e53a9804ed5a08be797_91)] [added: [42](#i157dc9e210274520a8fd3ef7e2edcaec_91)] | | |

| [Management’s Report on Internal Control over Financial [removed: Reporting](#i11fd2972e2ae4e53a9804ed5a08be797_94)] [added: Reporting](#i157dc9e210274520a8fd3ef7e2edcaec_94)] | | | [removed: [43](#i11fd2972e2ae4e53a9804ed5a08be797_94)] [added: [42](#i157dc9e210274520a8fd3ef7e2edcaec_94)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control over Financial [removed: Reporting](#i11fd2972e2ae4e53a9804ed5a08be797_97)] [added: Reporting](#i157dc9e210274520a8fd3ef7e2edcaec_97)] | | | [removed: [44](#i11fd2972e2ae4e53a9804ed5a08be797_97)] [added: [43](#i157dc9e210274520a8fd3ef7e2edcaec_97)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i11fd2972e2ae4e53a9804ed5a08be797_100)] [added: Firm](#i157dc9e210274520a8fd3ef7e2edcaec_100)] (KPMG LLP, Orlando, FL, Auditor Firm ID: 185) | | | [removed: [45](#i11fd2972e2ae4e53a9804ed5a08be797_100)] [added: [44](#i157dc9e210274520a8fd3ef7e2edcaec_100)] | | |

| [Consolidated Statements of Earnings for the fiscal years [removed: 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)] [added: ended](#i157dc9e210274520a8fd3ef7e2edcaec_103) [Ma](#i157dc9e210274520a8fd3ef7e2edcaec_103)[y 31, 2026,](#i157dc9e210274520a8fd3ef7e2edcaec_103) [May 25, 2025](#i157dc9e210274520a8fd3ef7e2edcaec_103) [](#i157dc9e210274520a8fd3ef7e2edcaec_103)[an](#i157dc9e210274520a8fd3ef7e2edcaec_103)[d](#i157dc9e210274520a8fd3ef7e2edcaec_103) [May 26, 2024](#i157dc9e210274520a8fd3ef7e2edcaec_103)] | | | [removed: [47](#i11fd2972e2ae4e53a9804ed5a08be797_103)] [added: [46](#i157dc9e210274520a8fd3ef7e2edcaec_103)] | | |

| [Consolidated Statements of Comprehensive Income for the fiscal years [removed: ended](#i11fd2972e2ae4e53a9804ed5a08be797_106)] [added: ended](#i157dc9e210274520a8fd3ef7e2edcaec_106)] [May [added: 31, 2026,](#i157dc9e210274520a8fd3ef7e2edcaec_106) [](#i157dc9e210274520a8fd3ef7e2edcaec_106)[May] 25, [removed: 2025, May] [added: 2025](#i157dc9e210274520a8fd3ef7e2edcaec_103) [an](#i157dc9e210274520a8fd3ef7e2edcaec_103)[d](#i157dc9e210274520a8fd3ef7e2edcaec_103) [May] 26, [removed: 2024 and May 28, 2023](#i11fd2972e2ae4e53a9804ed5a08be797_103)] [added: 2024](#i157dc9e210274520a8fd3ef7e2edcaec_103)] | | | [removed: [48](#i11fd2972e2ae4e53a9804ed5a08be797_106)] [added: [47](#i157dc9e210274520a8fd3ef7e2edcaec_106)] | | |

| [Consolidated Balance Sheets [removed: 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)] [added: at](#i157dc9e210274520a8fd3ef7e2edcaec_109) [May 31, 202](#i157dc9e210274520a8fd3ef7e2edcaec_109)[6 and](#i157dc9e210274520a8fd3ef7e2edcaec_109) [May 25, 2025](#i157dc9e210274520a8fd3ef7e2edcaec_109)] | | | [removed: [49](#i11fd2972e2ae4e53a9804ed5a08be797_109)] [added: [48](#i157dc9e210274520a8fd3ef7e2edcaec_109)] | | |

| [Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years [removed: ended](#i11fd2972e2ae4e53a9804ed5a08be797_112)] [added: ended](#i157dc9e210274520a8fd3ef7e2edcaec_112)] [May [added: 31, 2026,](#i157dc9e210274520a8fd3ef7e2edcaec_112) [](#i157dc9e210274520a8fd3ef7e2edcaec_112)[May] 25, [removed: 2025, May] [added: 2025](#i157dc9e210274520a8fd3ef7e2edcaec_103) [and](#i157dc9e210274520a8fd3ef7e2edcaec_103) [May] 26, [removed: 2024 and May 28, 2023](#i11fd2972e2ae4e53a9804ed5a08be797_103)] [added: 2024](#i157dc9e210274520a8fd3ef7e2edcaec_103)] | | | [removed: [50](#i11fd2972e2ae4e53a9804ed5a08be797_112)] [added: [49](#i157dc9e210274520a8fd3ef7e2edcaec_112)] | | |

| [Consolidated Statements of Cash Flows for the fiscal years [removed: ended](#i11fd2972e2ae4e53a9804ed5a08be797_115)] [added: ended](#i157dc9e210274520a8fd3ef7e2edcaec_115)] [May [added: 31, 2026,](#i157dc9e210274520a8fd3ef7e2edcaec_115) [](#i157dc9e210274520a8fd3ef7e2edcaec_115)[May] 25, [removed: 2025, May] [added: 2025](#i157dc9e210274520a8fd3ef7e2edcaec_103) [and](#i157dc9e210274520a8fd3ef7e2edcaec_103) [May] 26, [removed: 2024 and May 28, 2023](#i11fd2972e2ae4e53a9804ed5a08be797_103)] [added: 2024](#i157dc9e210274520a8fd3ef7e2edcaec_103)] | | | [removed: [51](#i11fd2972e2ae4e53a9804ed5a08be797_115)] [added: [50](#i157dc9e210274520a8fd3ef7e2edcaec_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i11fd2972e2ae4e53a9804ed5a08be797_118)] [added: Statements](#i157dc9e210274520a8fd3ef7e2edcaec_118)] | | | [removed: [53](#i11fd2972e2ae4e53a9804ed5a08be797_118)] [added: [52](#i157dc9e210274520a8fd3ef7e2edcaec_118)] | | |

Management assessed the effectiveness of the Company’s internal control over financial reporting as of May [removed: 25, 2025.][added: 31, 2026.]

Management has concluded that, as of May [removed: 25, 2025,] [added: 31, 2026,] the Company’s internal control over financial reporting was effective based on these criteria.

The Company’s independent registered public accounting [removed: firm] [added: firm,] KPMG LLP, has issued an audit report on the effectiveness of our internal control over financial reporting, which follows.

We have audited Darden Restaurants, Inc. and subsidiaries' (the Company) internal control over financial reporting as of May [removed: 25, 2025,] [added: 31, 2026,] 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: 25, 2025,] [added: 31, 2026,] 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: 25, 2025] [added: 31, 2026] and May [removed: 26, 2024,] [added: 25, 2025,] 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: 25, 2025,] [added: 31, 2026,] and the related notes (collectively, the consolidated financial statements), and our report dated July [removed: 18, 2025] [added: 24, 2026] 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: 25, 2025] [added: 31, 2026] and May [removed: 26, 2024,] [added: 25, 2025,] 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: 25, 2025,] [added: 31, 2026,] 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: 25, 2025] [added: 31, 2026] and May [removed: 26, 2024,] [added: 25, 2025,] and the results of its operations and its cash flows for each of the years in the three-year period ended May [removed: 25, 2025,] [added: 31, 2026,] 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: 25, 2025,] [added: 31, 2026,] 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: 18, 2025] [added: 24, 2026] 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: $8.3] [added: $8.5] billion as of May [removed: 25, 2025.][added: 31, 2026.]

| | | | May [removed: 25, 2025] [added: 31, 2026] | | | | | | May [removed: 26, 2024] [added: 25, 2025] | | | | | | May [removed: 28, 2023] [added: 26, 2024] | | |

| Sales | | | $ | [removed: 12,076.7] [added: 13,210.9] | | | | | $ | [removed: 11,390.0] [added: 12,076.7] | | | | | $ | [removed: 10,487.8] [added: 11,390.0] | |

| Food and beverage | | | [removed: 3,657.0] [added: 4,038.8] | | | | | | [removed: 3,523.9] [added: 3,657.0] | | | | | | [removed: 3,355.9] [added: 3,523.9] | | |

| Restaurant labor | | | [removed: 3,833.1] [added: 4,182.4] | | | | | | [removed: 3,619.3] [added: 3,833.1] | | | | | | [removed: 3,346.3] [added: 3,619.3] | | |

| Restaurant expenses | | | [removed: 1,944.0] [added: 2,127.2] | | | | | | [removed: 1,812.3] [added: 1,944.0] | | | | | | [removed: 1,676.3] [added: 1,812.3] | | |

| Marketing expenses | | | [removed: 169.9] [added: 180.4] | | | | | | [removed: 144.5] [added: 169.9] | | | | | | [removed: 118.3] [added: 144.5] | | |

| Pre-opening costs | | | [removed: 24.8] [added: 34.5] | | | | | | [removed: 24.3] [added: 24.8] | | | | | | [removed: 25.9] [added: 24.3] | | |

| General and administrative expenses | | | [removed: 520.3] [added: 514.4] | | | | | | [removed: 479.2] [added: 520.3] | | | | | | [removed: 386.1] [added: 479.2] | | |

| Depreciation and amortization | | | [removed: 516.1] [added: 561.1] | | | | | | [removed: 459.9] [added: 516.1] | | | | | | [removed: 387.8] [added: 459.9] | | |

| Impairments and disposal of assets, net | | | [removed: 49.2] [added: (10.7)] | | | | | | [removed: 12.4] [added: 49.2] | | | | | | [removed: (10.6)] [added: 12.4] | | |

| Total operating costs and expenses | | | $ | [removed: 10,714.4] [added: 11,628.1] | | | | | $ | [removed: 10,075.8] [added: 10,714.4] | | | | | $ | [removed: 9,286.0] [added: 10,075.8] | |

| Operating income | | | $ | [removed: 1,362.3] [added: 1,582.8] | | | | | $ | [removed: 1,314.2] [added: 1,362.3] | | | | | $ | [removed: 1,201.8] [added: 1,314.2] | |

| Interest, net | | | [removed: 175.1] [added: 194.2] | | | | | | [removed: 138.7] [added: 175.1] | | | | | | [removed: 81.3] [added: 138.7] | | |

| Earnings before income taxes | | | $ | [removed: 1,187.2] [added: 1,388.6] | | | | | $ | [removed: 1,175.5] [added: 1,187.2] | | | | | $ | [removed: 1,120.5] [added: 1,175.5] | |

| Income tax expense | | | [removed: 136.2] [added: 174.9] | | | | | | [removed: 145.0] [added: 136.2] | | | | | | [removed: 137.0] [added: 145.0] | | |

| Earnings from continuing operations | | | $ | [removed: 1,051.0] [added: 1,213.7] | | | | | $ | [removed: 1,030.5] [added: 1,051.0] | | | | | $ | [removed: 983.5] [added: 1,030.5] | |

| Losses from discontinued operations, net of tax benefit of [added: $2.9,] $0.8, [removed: $1.7] and [removed: $0.8,] [added: $1.7,] respectively | | | [removed: (1.4)] [added: (7.0)] | | | | | | [removed: (2.9)] [added: (1.4)] | | | | | | [removed: (1.6)] [added: (2.9)] | | |

| Net earnings | | | $ | [removed: 1,049.6] [added: 1,206.7] | | | | | $ | [removed: 1,027.6] [added: 1,049.6] | | | | | $ | [removed: 981.9] [added: 1,027.6] | |

| Earnings from continuing operations | | | $ | [removed: 8.94] [added: 10.51] | | | | | $ | [removed: 8.59] [added: 8.94] | | | | | $ | [removed: 8.07] [added: 8.59] | |

| Losses from discontinued operations | | | [removed: (0.01)] [added: (0.06)] | | | | | | [removed: (0.02)] [added: (0.01)] | | | | | | [removed: (0.01)] [added: (0.02)] | | |

July 24, 2026

July 24, 2026

| Losses from discontinued operations | | | (0.06) | | | | | | (0.02) | | | | | | (0.02) | | |

| Net earnings | | | $ | 1,206.7 | | | | | $ | 1,049.6 | | | | | $ | 1,027.6 | |

| | | | May 31, 2026 | | | | | | May 25, 2025 | | |

| Short-term debt and current portion of long-term debt | | | 693.6 | | | | | | — | | |

| Accrued taxes | | | 87.0 | | | | | | 87.7 | | |

| Repurchases of common stock, inclusive of applicable excise taxes | | | (2.9) | | | (58.6) | | | | | | (398.7) | | | | | | | | | | | | | | | — | | | | | | | | | | | | (457.3) | | |

| Repurchases of common stock, inclusive of applicable excise taxes | | | (2.6) | | | (54.2) | | | | | | (366.8) | | | | | | | | | | | | | | | — | | | | | | | | | | | | (421.0) | | |

| Other comprehensive loss | | | — | | | — | | | | | | — | | | | | | | | | | | | | | | (12.2) | | | | | | | | | | | | (12.2) | | |

| Repurchases of common stock, inclusive of applicable excise taxes | | | (3.4) | | | (73.2) | | | | | | (601.3) | | | | | | | | | | | | | | | — | | | | | | | | | | | | (674.5) | | |

| Balances at May 31, 2026 | | | 114.1 | | | $ | 2,296.3 | | | | | $ | (108.4) | | | | | | | | | | | | | | $ | 19.6 | | | | | | | | | | | $ | 2,207.5 | |

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

| Net earnings | | | $ | 1,206.7 | | | | | $ | 1,049.6 | | | | | $ | 1,027.6 | |

| Depreciation and amortization | | | 561.1 | | | | | | 516.1 | | | | | | 459.9 | | |

| Impairments and (gain) loss on disposal of assets, net | | | (10.7) | | | | | | 49.2 | | | | | | 12.4 | | |

| (Increase) Decrease in trust-owned life insurance value | | | (42.6) | | | | | | (9.2) | | | | | | (24.8) | | |

| Other, net | | | 6.4 | | | | | | 4.3 | | | | | | 6.4 | | |

| | | | May 31, 2026 | | | | | | May 25, 2025 | | | | | | May 26, 2024 | | |

Certain prior-period amounts have been reclassified to conform to the current period’s presentation.

On July 14, 2025, we closed on the sale of the Olive Garden Canada Restaurants to Recipe.

All gains and losses on disposition have been aggregated in impairments and disposal of assets, net on our consolidated statement of earnings.

As part of this review, we evaluated a potential sale of the brand as well as the conversion of certain restaurants to other Darden brands.

On February 3, 2026, we announced the completion of this process and our decision to permanently close approximately half of the Bahama Breeze restaurants, which we completed on or about April 5, 2026, and our expectation to convert the remaining restaurants to other Darden brands over the next 12–18 months.

As of the end of fiscal 2026, we have completed one conversion.

During the third and fourth quarters of fiscal 2026, we impaired the assets related to the 14 Bahama Breeze restaurants that were permanently closed.

| (in millions) | | | May 31, 2026 | | | | | | May 25, 2025 | | |

| (in millions) | | | May 31, 2026 | | | | | | May 25, 2025 | | |

| (in millions) | | | May 31, 2026 | | | | | | May 25, 2025 | | |

| (in millions) | | | May 31, 2026 | | | | | | May 25, 2025 | | | | | | May 31, 2026 | | | | | | May 25, 2025 | | |

| Season’s 52 | | | — | | | | | | — | | | | | | 0.5 | | | | | | 0.5 | | |

In fiscal 2026, we performed a quantitative assessment as a part of our annual impairment review.

We estimate the fair value of each reporting unit using the best information available, including market information (also

referred to as the market approach) and discounted cash flow projections (also referred to as the income approach).

A market

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

multiples are derived from observable market data of comparable publicly traded companies with similar operating and

investment characteristics of the reporting units.

The income approach uses a reporting unit’s projection of estimated operating

cash flows which are based on a combination of historical and current trends, organic growth expectations, and residual growth

July 18, 2025

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

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

| Short-term debt | | | — | | | | | | 86.8 | | |

| Accrued income taxes | | | 4.7 | | | | | | 6.1 | | |

| Other accrued taxes | | | 83.0 | | | | | | 71.0 | | |

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

| Balances at May 29, 2022 | | | 123.9 | | | $ | 2,226.0 | | | | | $ | (25.9) | | | | | | | | | | | | | | $ | (1.9) | | | | | | | | | | | $ | 2,198.2 | |

| Other comprehensive income | | | — | | | — | | | | | | — | | | | | | | | | | | | | | | 5.1 | | | | | | | | | | | | 5.1 | | |

| Repurchases of common stock | | | (3.5) | | | (64.3) | | | | | | (394.4) | | | | | | | | | | | | | | | — | | | | | | | | | | | | (458.7) | | |

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

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

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

| Contributions to pension and postretirement plans | | | (1.6) | | | | | | (1.7) | | | | | | (2.1) | | |

| Other, net | | | 4.8 | | | | | | 1.5 | | | | | | 0.5 | | |

On October 11, 2024, we completed our acquisition of Chuy’s Holdings Inc. (Chuy’s), a Delaware corporation, for $37.50 per share in cash.

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.

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.

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.

| Seasons 52 | | | — | | | | | | — | | | | | | 0.5 | | | | | | 0.5 | | |

During fiscal 2025, we elected to perform a qualitative assessment for our annual review of goodwill and trademarks to determine whether or not indicators of impairment exist.

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

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

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

Such costs include the

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

on a straight-line basis.

The amendments are effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied prospectively; however, retrospective application is permitted.

events and other natural conditions.

The new rules will be effective for annual reporting periods beginning in fiscal year 2026, except for the greenhouse gas emissions disclosures which will be effective for annual reporting periods beginning in fiscal year 2027.

The Company continues to monitor the status of these rules.

As of fiscal year ended May 25, 2025, we are pending additional information related to income tax assets and liabilities and as a result, those numbers are subject to adjustment in fiscal 2026.

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

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: 25, 2025,] [added: 31, 2026,] 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: 25, 2025.][added: 31, 2026.]

During the fiscal quarter ended May [removed: 25, 2025,] [added: 31, 2026,] 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: 25, 2025,] [added: 31, 2026,] 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.

PART III

None.

PART III

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: 2025] [added: 2026] Annual Meeting of Shareholders is incorporated herein by reference.

All of our employees are subject to Darden’s Code of Conduct [removed: (Employee] [added: (the “Employee] Code of [removed: Conduct).][added: Conduct”).]

We also have a Code of Ethics for CEO and Senior Financial Officers [removed: (CEO] [added: (the “CEO] and Senior Financial Officer Code of [removed: Ethics)] [added: Ethics”)] that highlights specific responsibilities of our CEO and senior financial officers.

We also have a Code of Business Conduct and Ethics for members of the Board of Directors (the [removed: Board] [added: “Board] Code of [removed: Conduct,] [added: Conduct”,] and together with the Employee Code of Conduct and the CEO and Senior Financial Officer Code of Ethics, our [removed: Codes] [added: “Codes] of Business Conduct and [removed: Ethics).][added: Ethics”).]

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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] Annual Meeting of Shareholders is incorporated herein by reference.

| Date: | | | July [removed: 18, 2025] [added: 24, 2026] | | | | | | DARDEN RESTAURANTS, INC. | | | | | | | | |

| /s/ Ricardo Cardenas | | | | | | Director, President and Chief Executive Officer (Principal executive officer) | | | | | | July [removed: 18, 2025] [added: 24, 2026] | | |

| /s/ Rajesh Vennam | | | | | | Senior Vice President, Chief Financial Officer (Principal financial officer) | | | | | | July [removed: 18, 2025] [added: 24, 2026] | | |

| /s/ John W. Madonna | | | | | | Senior Vice President, Corporate Controller (Principal accounting officer) | | | | | | July [removed: 18, 2025] [added: 24, 2026] | | |

| 3.2 | | | | | | [Bylaws as amended effective June [removed: 18, 2024] [added: 24, 2026] (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed [added: on] June [removed: 20, 2024).](https://www.sec.gov/Archives/edgar/data/940944/000094094424000026/exhibit31-bylawsasamendedt.htm)] [added: 25, 2026).](https://www.sec.gov/Archives/edgar/data/940944/000094094426000016/ex31bylaws-asamendedthroug.htm)] | | |

| 4.10 | | | | | | [removed: [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] [added: [Officers’ Certificate] and Authentication Order, dated October [removed: 3,](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm) [2024](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[,] [added: 3, 2024,] for the [removed: 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] [added: 4.350% Senior] Notes due 2027 and the 4.550% [removed: 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] [added: Senior Notes] due [removed: 2024](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm) [(](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[incorporated] [added: 2024 (incorporated] by [removed: re](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[ference] [added: reference] to Exhibit 4.1 to [removed: o](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)[ur] [added: our] Current Report on Form [removed: 8-K](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm) [filed] [added: 8-K filed] October [removed: 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)] [added: 3, 2024).](https://www.sec.gov/Archives/edgar/data/940944/000119312524232245/d897447dex41.htm)] | | |

| 10.29 | | | | | | [removed: [A](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm)[mendment] [added: [Amendment] No. 1 to Revolving Credit Agreement among Darden Restaurants, Inc. certain lenders parties thereto and Bank of [removed: 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.,] [added: America, N.A.,] as administrative agent, dated September [removed: 1](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm)[6,] [added: 16,] 2024 (incorporated by [removed: 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] [added: reference to Exhibit 10.1 to our Current] Report on Form [removed: 8-](https://www.sec.gov/Archives/edgar/data/940944/000094094424000040/ex101darden-amendmentno1to.htm)[K] [added: 8-K] filed September 18, [removed: 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)] [added: 2024).](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 [removed: Plan](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1029.htm) [(incorporated] [added: Plan (incorporated] by reference [removed: 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] [added: to Exhibit 10.29 to] our Annual Report on Form 10-K for the fiscal year ended May [removed: 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)] [added: 26, 2024).](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1029.htm)] | | |

| *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) [(incorporated] [added: Plan (incorporated] by reference to Exhibit 10.30 to our Annual Report on Form 10-K for the fiscal year ended May [removed: 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)] [added: 26, 2024).](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri-202410xkex1030.htm)] | | |

| *10.32 | | | | | | [Form of FY [removed: 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] [added: 2025 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) [(inc](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1031.htm)[orporated] [added: Plan (incorporated] by reference to Exhibit 10.31 to our Annual Report on Form 10-K for the fiscal year ended May [removed: 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)] [added: 26, 2024).](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1031.htm)] | | |

| *10.33 | | | | | | [Form of FY [removed: 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] [added: 2025 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) [(incorporated] [added: Plan (incorporated] by reference to Exhibit 10.32 to our Annual Report on Form 10-K for the fiscal year ended May 26, [removed: 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)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1032.htm)] | | |

| *10.34 | | | | | | [Form of FY [removed: 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] [added: 2025 Nonqualified] Stock Option Award Agreement under the \[Amended and Restated\] Darden Restaurants, Inc. 2015 Omnibus Incentive [removed: 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] [added: Plan (incorporated] by [removed: refe](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm)[rence] [added: reference] to Exhibit [removed: 10.3](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm)[3] [added: 10.33] to our Annual Report on Form 10-K for the fiscal year ended May [removed: 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)] [added: 26, 2024).](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1033.htm)] | | |

| *10.35 | | | | | | [removed: [A](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[mended] [added: [Amended] and Restated Darden [removed: 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.] [added: Restaurants, Inc.] 2015 [removed: 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] [added: Omnibus] Incentive Plan (incorporated by [removed: refere](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[nce] [added: reference] to Exhibit 10.1 [removed: t](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[o] [added: to] our Quarterly Report on Form 10-Q for the fiscal [removed: quart](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[er] [added: quarter] ended [removed: Augus](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)[t] [added: August] 25, [removed: 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)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/940944/000094094424000055/ex101-2024amendmentandrest.htm)] | | |

| *10.36 | | | | | | [removed: [F](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1036.htm)[orm] [added: [Form] of Omnibus First Amendment to Darden [removed: Rest](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1036.htm)[aurants,] [added: Restaurants,] Inc. [removed: 201](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1036.htm)[5] [added: 2015] Omnibus Incentive [removed: Pl](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1036.htm)[an] [added: Plan] Award [removed: Agreements.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1036.htm)] [added: Agreements (incorporated by reference to Exhibit 10.36 to our Annual Report on Form 10-K for fiscal year ended May 25, 2025).](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1036.htm)] | | |

| *10.37 | | | | | | [Form of [removed: 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)[\[__](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1037.htm)[\]] [added: FY 20\[__\]] Performance [removed: S](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1037.htm)[tock] [added: Stock] Unit Award Agreement under [removed: 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] [added: the Amended] and Restated Darden Restaurants, Inc. 2015 Omnibus Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1037.htm)] [added: Plan (incorporated by reference to Exhibit 10.37 to our Annual Report on Form 10-K for fiscal year ended May 25, 2025).](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1037.htm)] | | |

| *10.38 | | | | | | [Form of [removed: 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] [added: FY 20\[__\] Restricted Stock] Unit Award Agreement under the Amended and Restated Darden Restaurants, Inc. 2015 Omnibus Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1038.htm)] [added: Plan (incorporated by reference to Exhibit 10.38 to our Annual Report on Form 10-K for fiscal year ended May 25, 2025).](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1038.htm)] | | |

| *10.39 | | | | | | [Form of [removed: 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] [added: FY 20\[__\] Nonqualified] Stock [removed: Option](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1039.htm) [Award] [added: Option Award] Agreement under the Amended and Restated Darden Restaurants, Inc. 2015 Omnibus Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1039.htm)] [added: Plan (incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K for fiscal year ended May 25, 2025).](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri-202510xkex1039.htm)] | | |

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

| *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) [(inco](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1035.htm)[rporated] [added: Company (incorporated] by reference to Exhibit 10.35 to [removed: o](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1035.htm)[ur] [added: our] Annual Report on Form 10-K for [removed: 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] [added: the fiscal] year ended May [removed: 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)] [added: 26, 2024).](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1035.htm)] | | |

| *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) [](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] [added: 2024 (incorporated] by [removed: refere](https://www.sec.gov/Archives/edgar/data/940944/000094094424000035/dri202410-kex1036.htm)[nce] [added: reference] to Exhibit 10.36 to our Annual Report on Form 10-K for the [removed: 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] [added: fiscal] year ended May 26, [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)] | | |

| 19.1 | | | | | | [Darden Restaurants, Inc. Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri202510-kex191.htm)] [added: Policy (incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K for fiscal year ended May 25, 2025).](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/940944/000094094425000038/dri202510-kex21.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/940944/000094094426000025/dri-202610xkex21.htm)] | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/drify2510-kex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/940944/000094094426000025/drify2610-kex23.htm)] | | |

| 24 | | | | | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri202510-kex24poa.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/940944/000094094426000025/dri202610-kex24.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/940944/000094094425000038/dri-202510xkex31a.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094426000025/dri-202610xkex31a.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/940944/000094094425000038/dri-202510xkex31b.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094426000025/dri-202610xkex31b.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/940944/000094094425000038/dri-202510xkex32a.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094426000025/dri-202610xkex32a.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/940944/000094094425000038/dri-202510xkex32b.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/940944/000094094426000025/dri-202610xkex32b.htm)] | | |

| 97.1 | | | | | | [Darden Restaurants, Inc. Incentive Compensation Clawback [removed: Policy.](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri202510-kex971.htm)] [added: Policy (incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K for fiscal year ended May 25, 2025).](https://www.sec.gov/Archives/edgar/data/940944/000094094425000038/dri202510-kex971.htm)] | | |

| | | | | | | July 24, 2026 | | | | | |

| *10.43 | | | | | | [Form of Special Performance Stock Unit Award Agreement under the Amended and Restated Darden Restaurants, Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 19, 2025).](https://www.sec.gov/Archives/edgar/data/940944/000094094425000048/exhibit101-specialceopsuaw.htm) | | |

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