Darden Restaurants 10-Q 2026-08-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended August 30, 2026

or

For the transition period from to

1-13666

Commission File Number

DARDEN RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

407-245-4000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Number of shares of common stock outstanding as of September 21, 2026: 113,143,224.

TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements

Statements set forth in or incorporated into this report that are not historical facts, including without limitation statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Darden Restaurants, Inc. and its subsidiaries that are preceded by, followed by or that include words such as “may,” “will,” “expect,” “intend,” “focus,” “anticipate,” “continue,” “could,” “estimate,” “project,” “believe,” “plan,” “outlook,” “seek,” or similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This statement is included for purposes of complying with the safe harbor provisions of that Act. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements for any reason to reflect events or circumstances arising after such date. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. The most significant of these uncertainties are described in Darden’s Form 10-K, Form 10-Q (including this report), and Form 8-K reports.

PART I

FINANCIAL INFORMATION

DARDEN RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(In millions, except per share data)

(Unaudited)

See accompanying notes to our unaudited consolidated financial statements.

DARDEN RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

(Unaudited)

See accompanying notes to our unaudited consolidated financial statements.

DARDEN RESTAURANTS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions)

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The following Management’s Discussion and Analysis, which contains forward-looking statements, should be read in conjunction with the unaudited consolidated financial statements and the notes to such financial statements included elsewhere in this quarterly report on Form 10-Q (“Form 10-Q”) and the audited consolidated financial statements and the notes thereto included in our Form 10-K for the fiscal year ended May 31, 2026 (“Form 10-K”). In addition to historical consolidated financial information, this discussion contains forward-looking statements that reflect our plans, estimates, and beliefs and involve numerous risks and uncertainties, including but not limited to those described in the “Item 1A. Risk Factors” section of the Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. You should carefully read “Forward-Looking Statements” included below in this Form 10-Q.

To facilitate the review of our discussion and analysis, the following table sets forth our financial results for the periods indicated. All information is derived from the unaudited consolidated statements of earnings for the three months ended August 30, 2026 and August 24, 2025, respectively.

The following table details the number of Company-owned restaurants currently reported in continuing operations that were open at the end of the first quarter of fiscal 2027, compared with the number of Company-owned restaurants open at the end of fiscal 2026 and at the end of the first quarter of fiscal 2026.

OVERVIEW OF OPERATIONS

Our business operates in the full-service dining segment of the restaurant industry. At August 30, 2026, through subsidiaries, we owned and operated 2,218 restaurants in the United States under the Olive Garden®, LongHorn Steakhouse®, Yard House®, Ruth’s Chris Steak House®, Cheddar’s Scratch Kitchen®, The Capital Grille®, Chuy’s®, Seasons 52®, Eddie V’s Prime Seafood®, Bahama Breeze®, and The Capital Burger® trademarks. We own and operate all of our restaurants in the United States, except for four restaurants operating under contractual agreements, one restaurant that we jointly own with a third party and operate independently, and 88 franchised restaurants. We also have 86 international franchised restaurants in operation located in Canada, Latin America, the Caribbean, Asia, Europe, and the Middle East.

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 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 Q1 fiscal 2027, we have completed two conversions of Bahama Breeze restaurants to other brands.

Financial Highlights - Consolidated

• Total sales increased 5.1 percent to $3.20 billion for the first three months of fiscal 2027 compared to $3.04 billion for the first three months of fiscal 2026, driven by 53 net new restaurants and a blended same-restaurant sales increase of 3.1 percent1.

• Our net earnings from continuing operations were $234.3 million for the first three months of fiscal 2027 compared to $257.9 million for the first three months of fiscal 2026.

• Reported diluted net earnings per share from continuing operations were $2.05 for the first three months of fiscal 2027, compared to $2.19 for the first three months of fiscal 2026.

Outlook

We expect fiscal 2027 sales from continuing operations to be $13.60 billion to $13.75 billion, driven by same-restaurant sales growth1 of 2.5 percent to 3.5 percent and sales from 75 to 80 new restaurant openings. In fiscal 2027, we expect our annual effective tax rate to be approximately 13.5 percent, and we expect capital expenditures incurred to build new restaurants, remodel, and maintain existing restaurants and technology initiatives to be approximately $875 million.

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 brands by the fourth quarter of fiscal 2027.

SALES

The following table presents our sales by segment for the periods indicated.

(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. Additionally, results from Bahama Breeze are excluded as all restaurants are expected to be closed or converted to other brands (by the fourth quarter of fiscal 2027).

(2)Note: Because fiscal year 2026 contained 53 weeks and fiscal year 2027 contains 52 weeks, the fiscal year 2027 period from June 1, 2026 through August 30, 2026 does not align by calendar week with the corresponding fiscal year 2026 period from May 26, 2025 through August 24, 2025. Accordingly, in addition to the fiscal-period results, we are presenting supplemental results for a fiscal year 2026 comparison period of June 2, 2025 through August 31, 2025, which aligns with the same calendar weeks as the fiscal year 2027 period. This supplemental presentation shifts the fiscal year 2026 comparison period forward by one week and is intended to assist in comparing performance across periods with aligned calendar weeks. Comparable Calendar Consolidated Darden SRS are 3.2 percent.

Olive Garden’s sales increase for the first quarter of fiscal 2027 was primarily driven by same-restaurant sales increases, as well as revenue from new restaurants. The increase in U.S. same-restaurant sales for the first quarter of fiscal 2027 resulted from a 3.4 percent increase in average check, which includes a 0.5 percent increase in off-premise catering sales, offset by a 2.2 percent decrease in same-restaurant guest counts.

LongHorn Steakhouse’s sales increase for the first quarter of fiscal 2027 was primarily driven by same-restaurant sales increases, as well as revenue from new restaurants. The increase in same-restaurant sales for the first quarter of fiscal 2027 resulted from a 4.5 percent increase in average check combined with a 1.6 percent increase in same-restaurant guest counts.

Fine Dining’s sales increase for the first quarter of fiscal 2027 was primarily driven by revenue from new restaurants, as well as same-restaurant sales increases. The increase in same-restaurant sales for the first quarter of fiscal 2027 resulted from a 3.7 percent increase in average check, offset by a 2.0 percent decrease in same-restaurant guest counts.

Other Business’ sales increase for the first quarter of fiscal 2027 was primarily driven by same-restaurant sales increases. The increase in same-restaurant sales for the first quarter of fiscal 2027 resulted from a 5.7 percent increase in average check offset by a 1.8 percent decrease in same-restaurant guest counts.

COSTS AND EXPENSES

The following table sets forth selected operating data as a percent of sales for the periods indicated. All information is derived from the unaudited consolidated statements of earnings for the three months ended August 30, 2026 and August 24, 2025.

Three Months Ended August 30, 2026 Compared to Three Months Ended August 24, 2025

• Food and beverage costs increased as a percent of sales primarily due to a 1.0% impact from inflation and a 0.4% impact from brand mix, partially offset by a 1.1% impact from pricing leverage.

• Restaurant labor costs decreased as a percent of sales primarily due to a 1.2% impact from sales leverage and brand mix and a 0.1% impact from productivity, partially offset by a 1.0% impact from inflation.

• Restaurant expenses remained flat primarily due to a 0.5% impact from sales and pricing leverage, offset by a 0.5% impact from inflation.

• Marketing expenses increased as a percent of sales due to increased marketing and media activity.

• Pre-opening costs increased primarily due to an increase in new restaurant openings.

• General and administrative expenses decreased primarily due to one-time transaction costs driven by the integration of Chuy’s and closed restaurant costs incurred in fiscal 2026.

• Depreciation and amortization expenses increased as a percent of sales due to new restaurant openings.

• Impairments and (gain) loss on disposal of assets, net decreased as a percent of sales primarily due to the gain on the sale of the assets of the Olive Garden Canada Restaurants and certain liabilities related thereto in fiscal 2026.

INTEREST EXPENSE

Net interest expense increased as a percent of sales for the first three months of fiscal 2027, driven primarily by increased short-term borrowings.

INCOME TAXES

The effective income tax rate for continuing operations for the three months ended August 30, 2026 was 12.9 percent compared to an effective income tax rate for the three months ended August 24, 2025 of 12.2 percent. The increase in the tax rate is primarily driven by mark to market impacts on hedges related to our deferred compensation programs.

LOSSES FROM DISCONTINUED OPERATIONS

On an after-tax basis, losses from discontinued operations for the first three months of fiscal 2027 were $0.9 million ($0.01 per diluted share) compared with losses from discontinued operations for the first three months of fiscal 2026 of $0.1 million ($0.00 per diluted share).

SEGMENT RESULTS

We manage our restaurant brands, Olive Garden, LongHorn Steakhouse, Yard House, Ruth’s Chris, Cheddar’s Scratch Kitchen, The Capital Grille, Chuy’s, Seasons 52, Eddie V’s, Bahama Breeze and The Capital Burger, in the U.S. as operating segments. We aggregate our operating segments into reportable segments based on a combination of the size, economic characteristics and sub-segment of full-service dining within which each brand operates. Our four reportable segments are: (1) Olive Garden, (2) LongHorn Steakhouse, (3) Fine Dining and (4) Other Business (see Note 6 to our unaudited consolidated financial statements in Part I, Item 1 of this Form 10-Q).

Our management uses segment profit as the measure for assessing performance of our segments. The following table presents segment profit margin for the periods indicated.

The decrease in Olive Garden’s segment profit margin for the first quarter of fiscal 2027 was driven primarily by higher restaurant expenses, partially offset by lower restaurant labor. The increase in LongHorn Steakhouse’s segment profit margin for the first quarter of fiscal 2027 was driven by lower food and beverage costs, restaurant labor, and restaurant expenses. The decrease in Fine Dining’s segment profit margin for the first quarter of fiscal 2027 was driven primarily by higher restaurant expenses and restaurant labor, partially offset by lower food and beverage costs. The decrease in Other Business’ segment profit margin for the first quarter of fiscal 2027 was driven primarily by higher food and beverage costs and restaurant labor, partially offset by lower restaurant expenses.

SEASONALITY

Our sales volumes have historically fluctuated seasonally. Our average sales per restaurant are highest in the spring and winter, followed by the fall and summer. Holidays, changes in the economy, severe weather, and the effects of other conditions may impact sales volumes seasonally in some operating regions. Due to the historical seasonality of our business and these other factors, results for any fiscal quarter are not necessarily indicative of the results that may be achieved for the full fiscal year.

LIQUIDITY AND CAPITAL RESOURCES

Typically, cash flows generated from operating activities are our principal source of liquidity, which we use to finance capital expenditures, including opening new restaurants, remodeling and maintaining existing restaurants, paying dividends to our shareholders, and repurchasing shares of our common stock. Since substantially all of our sales are for cash and cash equivalents, and accounts payable are generally paid in 5 to 90 days, we are typically able to carry current liabilities in excess of current assets.

We currently manage our business and financial ratios to target an investment-grade bond rating, which has historically allowed flexible access to financing at reasonable costs. Our publicly issued long-term debt currently carries the following ratings:

• Moody’s Investors Service “Baa2”;

• Standard & Poor’s “BBB”; and

• Fitch “BBB”.

Our commercial paper has ratings of:

• Moody’s Investors Service “P-2”;

• Standard & Poor’s “A-2”; and

• Fitch “F-2”.

These ratings are as of the date of the filing of this Form 10-Q and have been obtained with the understanding that Moody’s Investors Service, Standard & Poor’s, and Fitch will continue to monitor our credit and make future adjustments to these ratings to the extent warranted. The ratings are not a recommendation to buy, sell, or hold our securities, may be changed, superseded, or withdrawn at any time and should be evaluated independently of any other rating.

On October 23, 2023, we entered into a $1.25 billion Revolving Credit Agreement (as amended, the “Revolving Credit Agreement”) with Bank of America, N.A. (“BOA”), as administrative agent, and the lenders and other agents party thereto. The Revolving Credit Agreement is a senior unsecured credit commitment to the Company and contains customary representations and affirmative and negative covenants (including limitations on liens and subsidiary debt and, prior to the Amendment (as defined below), a maximum consolidated lease adjusted total debt to total capitalization ratio of 0.75 to 1.00) and events of default usual for credit facilities of this type. As of August 30, 2026, we had no outstanding balances and were in compliance with all covenants under the Revolving Credit Agreement. As of August 30, 2026, $480.0 million of commercial paper was outstanding, which was supported by the Revolving Credit Agreement. After consideration of commercial paper and letters of credit backed by the Revolving Credit Agreement, as of August 30, 2026, we had $770 million of credit available under the Revolving Credit Agreement.

Loans under the Revolving Credit Agreement bear interest at a rate of (a) Term SOFR (which is defined, for the applicable interest period, as the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such interest period with a term equivalent to such interest period) plus a Term SOFR adjustment of 0.10 percent plus the relevant margin determined by reference to a ratings-based pricing grid (the “Applicable Margin”), or (b) the base rate (which is defined as the highest of the BOA prime rate, the Federal Funds rate plus 0.500 percent, and the Term SOFR plus 1.00 percent) plus the relevant Applicable Margin. Assuming a “BBB” equivalent credit rating level, the Applicable Margin under the Revolving Credit Agreement is 1.000 percent for Term SOFR loans and 0.000 percent for base rate loans.

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

The Revolving Credit Agreement matures on October 23, 2028, and the proceeds may be used for working capital and capital expenditures, the refinancing of certain indebtedness, certain acquisitions, and general corporate purposes.

As of August 30, 2026, our outstanding long-term debt consisted principally of:

• $500.0 million of unsecured 3.850 percent senior notes due in May 2027;

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

• $350.0 million of unsecured 4.550 percent senior notes due in October 2029;

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

• $96.3 million of unsecured 6.000 percent senior notes due in August 2035;

• $42.8 million of unsecured 6.800 percent senior notes due in October 2037; and

• $300.0 million of unsecured 4.550 percent senior notes due in February 2048.

The interest rate on our $42.8 million senior notes due in October 2037 is subject to adjustment from time to time if the debt rating assigned to such series of notes is downgraded below a certain rating level (or subsequently upgraded). The maximum adjustment is 2.000 percent above the initial interest rate and the interest rate cannot be reduced below the initial interest rate. As of August 30, 2026, no such adjustments were made to this rate.

The $500.0 million of unsecured 3.850 percent senior notes due in May 2027 are classified as current on the August 30, 2026 balance sheet. We expect to satisfy this maturity through available liquidity, which may include cash on hand, operating cash flows, borrowings under our existing credit facility, commercial paper issuances, or refinancing transactions, depending on market conditions and other factors.

Through our shelf registration statement on file with the SEC, depending on conditions prevailing in the public capital markets, we may from time to time issue equity securities or unsecured debt securities in one or more series, which may consist of notes, debentures, or other evidences of indebtedness in one or more offerings.

From time to time, we or our affiliates may repurchase our outstanding debt in privately negotiated transactions, open-market transactions, or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

From time to time, we enter into interest rate derivative instruments. See Note 10 to our unaudited consolidated financial statements in Part I, Item 1 of this Form 10-Q, which is incorporated by reference.

Net cash flows provided by operating activities from continuing operations decreased to $279.0 million for the first three months of fiscal 2027, from $342.5 million for the first three months of fiscal 2026. Net cash flows provided by operating activities include net earnings from continuing operations of $234.3 million and $257.9 million in the first three months of fiscal 2027 and 2026, respectively. Net cash flows provided by operating activities decreased in fiscal 2027 primarily due to changes in working capital.

Net cash flows used in investing activities from continuing operations were $171.3 million for the first three months of fiscal 2027, compared to $159.3 million for the first three months of fiscal 2026. Capital expenditures increased to $175.3 million for the first three months of fiscal 2027 from $174.1 million for the first three months of fiscal 2026, reflecting an increase in new restaurant construction and remodel spend during fiscal 2027. Additionally, the first three months of fiscal 2026 include a portion of the proceeds from the sale of the Olive Garden Canada Restaurants.

Net cash flows used in financing activities from continuing operations were $104.4 million for the first three months of fiscal 2027, compared to net cash used in financing activities of $212.2 million for the first three months of fiscal 2026. Net cash flows used in financing activities for the first three months of fiscal 2027 included borrowings of commercial paper of $285.9 million, net, offset by dividends paid of $184.2 million and share repurchases of $220.8 million. Net cash flows used in financing activities for the first three months of fiscal 2026 included borrowings of commercial paper of $142.0 million, dividends paid of $175.1 million and share repurchases of $182.7 million. Dividends declared by our Board of Directors totaled $1.62 and $1.50 per share for the first three months of fiscal 2027 and 2026, respectively.

We are not aware of any trends or events that would materially affect our capital requirements or liquidity. We believe that our internal cash-generating capabilities, the potential issuance of equity or unsecured debt securities under our shelf registration statement, and short-term commercial paper or drawings under our Revolving Credit Agreement should be sufficient to finance our capital expenditures, debt maturities, and other operating activities through fiscal 2027.

On June 24, 2026, our Board of Directors authorized a new share repurchase program under which we may repurchase up to $1.5 billion of our outstanding common stock. This repurchase program, which was announced publicly in a press release issued on June 25, 2026, does not have an expiration and replaced the prior share repurchase authorization. During the quarter ended August 30, 2026, we repurchased 1.1 million shares of our common stock compared to 0.9 million shares of our common stock during the quarter ended August 24, 2025.

We are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, sales, costs or expenses, results of operations, liquidity, capital expenditures, or capital resources.

FINANCIAL CONDITION

Our current assets totaled $953.1 million as of August 30, 2026, compared to $942.9 million as of May 31, 2026. The increase was primarily due to an increase in prepaid expenses and other current assets, offset by a decrease in receivables, net.

Our current liabilities totaled $3.20 billion as of August 30, 2026, compared to $3.01 billion as of May 31, 2026. The increase was primarily driven by an increase in short-term debt.

CRITICAL ACCOUNTING ESTIMATES

We prepare our consolidated financial statements in conformity with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales, costs, and expenses during the reporting period. Actual results could differ from those estimates. We have discussed the development, selection, and disclosure of those estimates with the Audit Committee. Our critical accounting estimates have not changed materially from those previously reported in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026.

APPLICATION OF NEW ACCOUNTING STANDARDS

Information regarding application of new accounting standards is incorporated by reference from Note 1 to our unaudited consolidated financial statements in Part I, Item 1 of this Form 10-Q.

FORWARD-LOOKING STATEMENTS

Statements set forth in or incorporated into this report regarding the expected increase in the number of our restaurants and capital expenditures in fiscal 2027, projections for sales and all other statements that are not historical facts, including without limitation statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Darden Restaurants, Inc. and its subsidiaries that are preceded by, followed by or that include words such as “may,” “will,” “expect,” “intend,” “focus,” “anticipate,” “continue,” “could,” “estimate,” “project,” “believe,” “plan,” “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. Any forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update such statements for any reason to reflect events or circumstances arising after such date. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. 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 Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended May 31, 2026 and in our Forms 10-Q (including this report), which are summarized as follows:

• A failure to address cost pressures, including rising costs for commodities, labor, health care, and utilities used by our restaurants, and a failure to effectively deliver cost management activities and achieve economies of scale in purchasing;

• Certain economic and business factors, and their impacts on the restaurant industry, and general macroeconomic factors including unemployment, energy prices, tariffs and interest rates;

• The inability to hire, train, reward, and retain restaurant team members and determine and maintain adequate staffing;

• A failure to recruit, develop, and retain effective leaders or the loss or shortage of personnel with key capacities and skills;

• Increases in labor and insurance costs;

• Health concerns arising from food-related pandemics, outbreaks of flu, viruses, or other diseases;

• Failure to maintain food safety throughout the supply chain and food-borne illness concerns;

• Insufficient guest or employee facing technology or a failure to maintain a continuous or secure cyber network;

• Increased costs related to compliance with privacy and data protection laws and government enforcement, litigation, or adverse publicity relating to potential failures thereof;

• Insufficient or ineffective response to legislation or government regulation may adversely impact our cost structure, operational efficiencies, and talent availability;

• Intense competition, or an insufficient strategy or focus on competition and the consumer landscape;

• Changes in consumer preferences that may adversely affect demand for food at our restaurants;

• An inability or failure to recognize, respond to, and effectively manage the accelerated impact of social media;

• A failure to identify and execute innovative marketing and guest relationship tactics, ineffective or improper use of other marketing initiatives, and increased advertising and marketing costs;

• Impacts of climate change, adverse weather conditions, and natural disasters;

• The inability to cancel long-term, non-cancelable leases that we may want to cancel or the inability to renew the leases that we may want to extend at the end of their terms;

• Our inability or failure to execute a comprehensive business continuity plan following a major natural disaster, such as a hurricane or manmade disaster;

• The impact of shortages, delays, or interruptions in the delivery of food and other products from third-party vendors and suppliers;

• Our failure to drive both short-term and long-term profitable sales growth through brand relevance, operating excellence, opening new restaurants of existing brands, and developing or acquiring new dining brands;

• A lack of suitable new restaurant locations or a decline in the quality of the locations of our current restaurants;

• Higher-than-anticipated costs or delays to open, close, relocate, or remodel restaurants;

• Risks associated with doing business with franchisees and licensees;

• Risks associated with doing business with business partners and vendors in foreign markets;

• Volatility in the market value of derivatives we may use to hedge exposures to fluctuations in commodity and broader market prices;

• Volatility in the United States equity markets that may affect our ability to efficiently hedge exposures to our market risk related to equity-based compensation awards;

• Failure to protect our service marks or other intellectual property;

• Environmental, social, and governance risk, including disclosure expectations and the impact of third-party ratings;

• Litigation, including allegations of illegal, unfair, or inconsistent employment practices;

• Unfavorable publicity, or a failure to respond effectively to adverse publicity;

• Disruptions in the financial and credit markets that may impact consumer spending patterns and affect the availability and cost of credit;

• Impairment of the carrying value of our goodwill or other intangible assets;

• Changes in tax laws or treaties and unanticipated tax liabilities; and

• A failure of our internal controls over financial reporting and future changes in accounting standards.

Any of the risks described above or elsewhere in this report or our other filings with the SEC could have a material impact on our business, financial condition, or results of operations. It is not possible to predict or identify all risk factors. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations. Therefore, the above is not intended to be a complete discussion of all potential risks or uncertainties.

We are exposed to a variety of market risks, including fluctuations in interest rates, foreign currency exchange rates, compensation, and commodity prices. To manage this exposure, we periodically enter into interest rate, foreign currency exchange rate, equity forward, and commodity derivative instruments for other than trading purposes (see Note 10 to our unaudited consolidated financial statements in Part I, Item 1 of this report).

We use the variance/covariance method to measure value at risk, over time horizons ranging from one week to one year, at the 99 percent confidence level. As of August 30, 2026, our potential losses in future net earnings resulting from changes in equity forwards, commodity instruments, floating-rate, and fixed-rate debt interest rate exposures were approximately $55.5 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, over a period of one year, was approximately $92.0 million as of August 30, 2026. The fair value of our long-term fixed-rate debt outstanding as of August 30, 2026, averaged $2.16 billion, with a high of $2.18 billion and a low of $2.14 billion during the three months of fiscal 2027. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows by targeting an appropriate mix of variable and fixed-rate debt.

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, as amended (the “Exchange Act”)) as of August 30, 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 August 30, 2026.

During the three months ended August 30, 2026, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

**Item 1.**Legal Proceedings

See the discussion of legal proceedings contained in the third paragraph of Note 12 to our unaudited consolidated financial statements in Part I, Item 1 of this report, which is incorporated herein by reference.

There have been no material changes to the risk factors contained in Item 1A of our Annual Report on Form 10-K for the year ended May 31, 2026.

**Item 2.**Unregistered Sales of Equity Securities and Use of Proceeds

The table below provides information concerning our repurchase of shares of our common stock during the three months ended August 30, 2026.

(1)All of the shares purchased during the three months ended August 30, 2026, were purchased as part of our repurchase program. On June 24, 2026, our Board of Directors authorized a new share repurchase program under which we may repurchase up to $1.5 billion of our outstanding common stock. This repurchase program, which was announced publicly in a press release issued on June 25, 2026, does not have an expiration and replaced the prior share repurchase authorization.

(2)The number of shares purchased includes shares withheld for taxes on vesting of restricted stock, shares delivered, or deemed to be delivered to us on tender of stock in payment for the exercise price of options, and shares reacquired pursuant to tax withholding on option exercises. These shares are included as part of our repurchase program and deplete the repurchase authority granted by our Board. The number of shares repurchased excludes shares we reacquired pursuant to forfeiture of restricted stock.

(3)Repurchases are subject to prevailing market prices, may be made in open market or private transactions, may occur or be discontinued at any time, and remain subject to the discretion of our Board of Directors. There can be no assurance that we will repurchase any shares.

During the three months ended August 30, 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.