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Item 1. Financial Statements (Unaudited)

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Item 1. Financial Statements (Unaudited)

DARDEN RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(In millions, except per share data)

(Unaudited)

Three Months Ended
August 30, 2026August 24, 2025
Sales$3,200.3$3,044.7
Costs and expenses:
Food and beverage984.9929.1
Restaurant labor1,028.9988.0
Restaurant expenses530.5504.2
Marketing expenses53.149.1
Pre-opening costs8.55.9
General and administrative expenses134.8136.1
Depreciation and amortization144.2135.1
Impairments and (gain) loss on disposal of assets, net(3.9)(42.0)
Total operating costs and expenses$2,881.0$2,705.5
Operating income319.3339.2
Interest, net50.345.4
Earnings before income taxes269.0293.8
Income tax expense34.735.9
Earnings from continuing operations$234.3$257.9
Losses from discontinued operations, net of tax benefit of $0.3 and $0.4, respectively(0.9)(0.1)
Net earnings$233.4$257.8
Basic net earnings per share:
Earnings from continuing operations$2.06$2.21
Losses from discontinued operations(0.01)—
Net earnings$2.05$2.21
Diluted net earnings per share:
Earnings from continuing operations$2.05$2.19
Losses from discontinued operations(0.01)—
Net earnings$2.04$2.19
Average number of common shares outstanding:
Basic113.6116.7
Diluted114.4117.6

See accompanying notes to our unaudited consolidated financial statements.

DARDEN RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

(Unaudited)

Three Months Ended
August 30, 2026August 24, 2025
Net earnings$233.4$257.8
Foreign currency adjustment—(4.6)
Change in fair value of derivatives and amortization of unrecognized gains (losses) on derivatives, net of taxes of $(0.1) and $0.0, respectively0.7(1.3)
Net unamortized gain (loss) arising during the period, including amortization of unrecognized net actuarial gain (loss), net of taxes of $0.0 and $0.0, respectively, related to pension and other post-employment benefits0.10.1
Other comprehensive income (loss)$0.8$(5.8)
Total comprehensive income$234.2$252.0

See accompanying notes to our unaudited consolidated financial statements.

DARDEN RESTAURANTS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions)

August 30, 2026May 31, 2026
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$220.5$219.5
Receivables, net118.0129.9
Inventories321.0326.3
Prepaid income taxes146.3139.8
Prepaid expenses and other current assets147.3127.4
Total current assets$953.1$942.9
Land, buildings, and equipment, net of accumulated depreciation and amortization of $4,550.7 and $4,466.8, respectively5,122.25,048.6
Operating lease right-of-use assets3,713.83,433.1
Goodwill1,658.21,658.2
Trademarks1,346.41,346.4
Other assets432.9433.2
Total assets$13,226.6$12,862.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$470.0$427.7
Short-term debt and current portion of long-term debt979.7693.6
Accrued payroll and employee benefits596.6648.1
Accrued taxes95.987.0
Unearned revenues571.5606.0
Other current liabilities485.3543.0
Total current liabilities$3,199.0$3,005.4
Long-term debt1,636.11,637.7
Deferred income taxes367.6343.6
Operating lease liabilities - non-current4,009.73,722.3
Other liabilities1,945.81,945.9
Total liabilities$11,158.2$10,654.9
Stockholders’ equity:
Common stock and surplus$2,307.5$2,296.3
Retained earnings (deficit)(259.5)(108.4)
Accumulated other comprehensive income20.419.6
Total stockholders’ equity$2,068.4$2,207.5
Total liabilities and stockholders’ equity$13,226.6$12,862.4

See accompanying notes to our unaudited consolidated financial statements.

DARDEN RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended August 30, 2026 and August 24, 2025

(In millions)

(Unaudited)

Common Stock And Surplus
SharesAmountRetained Earnings (Deficit)Accumulated Other Comprehensive IncomeTotal Stockholders’ Equity
Balance at May 31, 2026114.1$2,296.3$(108.4)$19.6$2,207.5
Net earnings——233.4—233.4
Other comprehensive income———0.80.8
Dividends declared ($1.62 per share)——(185.6)—(185.6)
Stock option exercises0.116.6——16.6
Stock-based compensation—14.6——14.6
Repurchases of common stock, inclusive of applicable excise taxes(1.1)(23.4)(198.9)—(222.3)
Issuance of stock under Employee Stock Purchase Plan and other plans0.23.4——3.4
Balance at August 30, 2026113.3$2,307.5$(259.5)$20.4$2,068.4
Balance at May 25, 2025117.0$2,295.6$(16.1)$31.8$2,311.3
Net earnings——257.8—257.8
Other comprehensive income (loss)———(5.8)(5.8)
Dividends declared ($1.50 per share)——(176.6)—(176.6)
Stock option exercises0.15.5——5.5
Stock-based compensation—14.1——14.1
Repurchases of common stock, inclusive of applicable excise taxes(0.9)(18.3)(165.7)—(184.0)
Issuance of stock under Employee Stock Purchase Plan and other plans0.23.3——3.3
Balance at August 24, 2025116.4$2,300.2$(100.6)$26.0$2,225.6

See accompanying notes to our unaudited consolidated financial statements.

DARDEN RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Three Months Ended
August 30, 2026August 24, 2025
Cash flows—operating activities
Net earnings$233.4$257.8
Losses from discontinued operations, net of tax0.90.1
Adjustments to reconcile net earnings from continuing operations to cash flows:
Depreciation and amortization144.2135.1
Impairments and (gain) loss on disposal of assets, net(3.9)(42.0)
Stock-based compensation expense26.625.0
Change in current assets and liabilities(138.6)(79.2)
Deferred income taxes23.553.9
Change in other assets and liabilities(3.9)8.5
Unrealized change in trust-owned life insurance value(3.2)(16.7)
Net cash provided by operating activities of continuing operations$279.0$342.5
Cash flows—investing activities
Purchases of land, buildings, and equipment(175.3)(174.1)
Proceeds from disposal of land, buildings, and equipment8.820.3
Purchases of capitalized software and other assets and other, net(4.8)(5.5)
Net cash used in investing activities of continuing operations$(171.3)$(159.3)
Cash flows—financing activities
Proceeds from issuance of common stock20.08.8
Dividends paid(184.2)(175.1)
Repurchases of common stock, inclusive of excise taxes paid(220.8)(182.7)
Proceeds from (repayments of) short-term debt, net285.9142.0
Principal payments on finance leases, net(5.3)(5.2)
Net cash used in financing activities of continuing operations$(104.4)$(212.2)
Cash flows—discontinued operations
Net cash used in operating activities of discontinued operations(2.3)—
Net cash used in discontinued operations$(2.3)$—
Increase (decrease) in cash, cash equivalents, and restricted cash1.0(29.0)
Cash, cash equivalents, and restricted cash - beginning of period227.6254.5
Cash, cash equivalents, and restricted cash - end of period$228.6$225.5
Reconciliation of cash, cash equivalents, and restricted cash:August 30, 2026August 24, 2025
Cash and cash equivalents$220.5$211.0
Restricted cash included in prepaid expenses and other current assets8.114.5
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows$228.6$225.5

DARDEN RESTAURANTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In millions)

(Unaudited)

Three Months Ended
August 30, 2026August 24, 2025
Cash flows from changes in current assets and liabilities
Receivables, net$11.9$20.2
Inventories5.32.0
Prepaid expenses and other current assets(19.9)(9.4)
Accounts payable24.420.1
Accrued payroll and employee benefits(51.8)(27.5)
Prepaid income taxes(6.5)(22.5)
Accrued taxes8.810.0
Unearned revenues(34.5)(36.6)
Other current liabilities(76.3)(35.5)
Change in current assets and liabilities$(138.6)$(79.2)

See accompanying notes to our unaudited consolidated financial statements.

DARDEN RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

**Note 1.**Basis of Presentation

Darden Restaurants, Inc. (“we,” “our,” “Darden,” or the “Company”) owns and operates full-service dining restaurants in the United States under the trade names Olive Garden®, LongHorn Steakhouse®, Yard House®, Ruth’s Chris Steak House® (“Ruth’s Chris”), Cheddar’s Scratch Kitchen®, The Capital Grille®, Chuy’s®, Seasons 52®, Eddie V’s Prime Seafood® (“Eddie V’s”), Bahama Breeze®, and The Capital Burger®. As of August 30, 2026, through subsidiaries, 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.

We have prepared these consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally presented in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. We operate on a 52/53-week fiscal year which ends on the last Sunday in May. Our fiscal year ending May 30, 2027, will contain 52 weeks of operation. Fiscal 2026 ended May 31, 2026 and consisted of 53 weeks. Operating results for interim periods presented are not necessarily indicative of results that may be expected for the full fiscal year.

These statements should be read in conjunction with the consolidated financial statements and related notes to consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026. 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 and costs and expenses during the reporting period. Actual results could differ from those estimates.

We have reclassified certain amounts in prior-period financial statements to conform to the current period’s presentation. Specifically, during fiscal 2027, we reclassified $412 million from Other current liabilities to Accrued payroll and employee benefits on our May 31, 2026 consolidated balance sheet to enhance transparency and disaggregation. This reclassification had no effect on total current liabilities, total liabilities, shareholders equity, net income, earnings per share, or cash flows.

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. During the third and fourth quarters of fiscal 2026, we impaired the assets related to the 14 Bahama Breeze restaurants that were permanently closed. As of the end of the first quarter of fiscal 2027, we have completed two conversions of Bahama Breeze restaurants to other Darden brands.

Recently Issued Accounting Standards Adopted

As of May 31, 2026, we adopted Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which updates income tax disclosures related to rate reconciliation and requires disclosure of income taxes paid by jurisdiction. The amendment also provides further disclosure comparability. We adopted this guidance retrospectively for all reporting periods presented as of May 31, 2026. The adoption of ASU 2023-09 did not impact the Company’s results of operations, cash flow, or financial condition.

Recently Issued Accounting Standards Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires detailed disclosure amounts for purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion and amortization as part of oil and gas producing activities in each relevant expense caption on the income statement. The ASU requires companies to include amounts already required by GAAP in the same disclosure, provide a qualitative description of remaining amounts not separately disaggregated, and disclose the total selling expenses along with the definition of selling expenses in annual reports. The amendment is effective for fiscal years beginning after December 15, 2026. Early adoption is permitted. The amendment should be applied

DARDEN RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

prospectively; however, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures. We plan to adopt the amendment in fiscal 2028.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software Costs (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU modernizes outdated guidance for internal-use software costs to reflect current development practices, including agile and iterative methods, replacing the previous waterfall-based model. The amendment eliminates the requirement to classify costs by development stages (preliminary, application development, and post-implementation) and introduces a principles-based threshold for capitalization. Under the new guidance, capitalization begins when management authorizes and commits funding for the project and it is probable the project will be completed and the software will perform its intended function (probable-to-complete threshold). Management is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures. We plan to adopt the amendment in fiscal 2028.

Note 2. Revenue Recognition

Deferred revenue liabilities from contracts with customers included on our accompanying consolidated balance sheets were comprised of the following:

(in millions)August 30, 2026May 31, 2026
Unearned revenues
Deferred gift card revenue$598.4$636.7
Deferred gift card discounts(27.7)(31.6)
Other0.80.9
Total$571.5$606.0
Other liabilities
Deferred franchise fees - non-current$11.1$11.4

The following table presents a rollforward of deferred gift card revenue:

Three Months Ended
(in millions)August 30, 2026August 24, 2025
Beginning balance$636.7$628.8
Sale of Olive Garden Canada Restaurant gift card balances—(0.4)
Activations123.5121.8
Redemptions and breakage(161.8)(161.9)
Ending balance$598.4$588.3

DARDEN RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Additional Financial Information

Supplemental Balance Sheet Information

The components of lease assets and liabilities on the consolidated balance sheet were as follows:

(in millions)Balance Sheet ClassificationAugust 30, 2026May 31, 2026
Operating lease right-of-use assetsOperating lease right-of-use assets$3,713.8$3,433.1
Finance lease right-of-use assetsLand, buildings, and equipment, net1,404.11,395.9
Total lease assets, net$5,117.9$4,829.0
Operating lease liabilities - currentOther current liabilities$204.3$216.5
Finance lease liabilities - currentOther current liabilities21.618.7
Operating lease liabilities - non-currentOperating lease liabilities - non-current4,009.73,722.3
Finance lease liabilities - non-currentOther liabilities1,738.71,721.7
Total lease liabilities$5,974.3$5,679.2

Supplemental Cash Flow Information

Three Months Ended
(in millions)August 30, 2026August 24, 2025
Cash paid for interest and income taxes was as follows:
Interest, net of amounts capitalized$38.5$34.4
Income taxes, net of refunds14.9(2.7)
Non-cash investing and financing activities were as follows:
Land, building, and equipment accrued but unpaid$71.5$55.9
Right-of-use assets obtained in exchange for new operating lease liabilities163.720.0
Right-of-use assets obtained in exchange for new finance lease liabilities17.855.6
Net change in right-of-use assets mainly due to reclassification between categories upon modification187.689.3

We had restricted cash of $8.1 million as of August 30, 2026 and May 31, 2026, which represents cash held as security for a standby letter of credit. Restricted cash is included in Prepaid expenses and other current assets on our consolidated balance sheet. See Note 12, Commitments and Contingencies, for further details regarding standby letters of credit.

Note 4. 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.

Included in our remaining balance of unrecognized tax benefits is $1.3 million related to tax positions for which it is reasonably possible that the total amounts could change within the next 12 months based on the outcome of examinations or as a result of the expiration of the statute of limitations for specific jurisdictions.

Note 5. Net Earnings per Share

Outstanding stock options, restricted stock, and equity-settled performance stock units granted by us are the only dilutive securities reflected in diluted weighted average shares outstanding. These awards affect only the denominator, and not the numerator, of diluted net earnings per share computation. Stock options, restricted stock, and equity-settled performance stock units excluded from the calculation of diluted net earnings per share because their inclusion would have been anti-dilutive were as follows:

DARDEN RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Three Months Ended
(in millions)August 30, 2026August 24, 2025
Anti-dilutive stock-based compensation awards0.1—

Note 6. Segment Information

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 North America as operating segments. The brands operate principally in the U.S. within the full-service dining segment. 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. We have four reportable segments: (1) Olive Garden, (2) LongHorn Steakhouse, (3) Fine Dining, and (4) Other Business.

The Olive Garden segment includes the results of our company-owned Olive Garden restaurants in the U.S. The LongHorn Steakhouse segment includes the results of our company-owned LongHorn Steakhouse restaurants in the U.S. The Fine Dining segment aggregates our premium brands that operate within the fine-dining sub-segment of full-service dining and includes the results of our company-owned Ruth’s Chris, The Capital Grille, and Eddie V’s restaurants in the U.S. The Other Business segment aggregates our remaining brands and includes the results of our company-owned Yard House, Cheddar’s Scratch Kitchen, Chuy’s, Seasons 52, Bahama Breeze, and The Capital Burger restaurants in the U.S. and ongoing royalties and other fees from our franchise operations and contractually managed locations.

External sales are derived principally from food and beverage sales. We do not rely on any major customers as a source of sales, and the customers and long-lived assets of our reportable segments are predominantly in the U.S. There were no material transactions among reportable segments during the quarter ended August 30, 2026.

Resources are allocated and performance is assessed by the Company’s President and Chief Executive Officer, whom the Company has determined to be its Chief Operating Decision Maker (“CODM”). Our CODM uses segment profit as the measure for assessing performance of our segments. Segment profit includes revenues and expenses directly attributable to restaurant-level results of operations (sometimes referred to as restaurant-level earnings). Non-cash lease-related expenses from our operating segments are recorded to the corporate level as restaurant expenses (which is a component of segment profit), pre-opening costs and depreciation and amortization. Additionally, our lease-related right-of-use assets are not managed or evaluated at the operating segment level, but rather at the corporate level.

The following tables reconcile our segment results to our consolidated results reported in accordance with GAAP.

(in millions)Olive GardenLongHorn SteakhouseFine DiningOther BusinessCorporateConsolidated
For the three months ended August 30, 2026
Sales$1,329.8$860.9$304.2$705.4$—$3,200.3
Food and beverage317.0363.097.7207.2—984.9
Restaurant labor470.2223.594.6240.6—1,028.9
Restaurant expenses233.5115.969.8137.7(26.4)530.5
Marketing38.33.92.58.4—53.1
Segment profit$270.8$154.6$39.6$111.5$26.4$602.9
Depreciation and amortization$51.5$26.4$18.6$31.4$16.3$144.2
Impairments and (gain) loss on disposal of assets, net0.20.1—0.1(4.3)(3.9)
Pre-opening costs0.91.60.93.41.78.5
Purchases of land, buildings, and equipment55.448.813.451.16.6175.3

DARDEN RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in millions)Olive Garden1LongHorn SteakhouseFine DiningOther BusinessCorporateConsolidated
For the three months ended August 24, 2025
Sales$1,301.1$776.4$286.5$680.7$—$3,044.7
Food and beverage309.9328.692.5198.1—929.1
Restaurant labor464.1204.388.5231.1—988.0
Restaurant expenses222.7105.364.6135.4(23.8)504.2
Marketing36.83.32.26.8—49.1
Segment profit$267.6$134.9$38.7$109.3$23.8$574.3
Depreciation and amortization$48.3$22.7$17.3$31.3$15.5$135.1
Impairments and (gain) loss on disposal of assets, net(42.0)————$(42.0)
Pre-opening costs1.51.11.31.01.05.9
Purchases of land, buildings, and equipment63.248.922.039.50.5174.1

1 Segment results include sales from the Olive Garden Canada Restaurants sold on July 14, 2025.

(in millions)August 30, 2026May 31, 2026
Segment Assets
Olive Garden$3,003.4$2,922.8
LongHorn Steakhouse2,310.32,244.0
Fine Dining2,642.82,636.4
Other Business3,849.03,811.7
Corporate1,421.11,247.5
Consolidated$13,226.6$12,862.4

A reconciliation of segment profit to earnings from continuing operations before income taxes is below.

Three Months Ended
(in millions)August 30, 2026August 24, 2025
Segment profit$602.9$574.3
Less pre-opening costs(8.5)(5.9)
Less general and administrative expenses(134.8)(136.1)
Less depreciation and amortization(144.2)(135.1)
Less impairments and (gain) loss on disposal of assets, net3.942.0
Less interest, net(50.3)(45.4)
Earnings before income taxes$269.0$293.8

DARDEN RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7. Impairments and Disposal of Assets

Impairments and (gain) loss on disposal of assets, net, in our accompanying consolidated statements of earnings were comprised of the following:

Three Months Ended
(in millions)August 30, 2026August 24, 2025
Disposal (gains) losses(4.4)(42.0)
Other0.5—
Impairments and (gain) loss on disposal of assets, net$(3.9)$(42.0)

Disposal (gains) losses for the three months ended August 30, 2026 were related to the sale of land and building assets at operating restaurants. Disposal (gains) losses for the three months ended August 24, 2025 were related to the sale of the assets of the Olive Garden Canada Restaurants and certain liabilities related thereto. Other impacts for the three months ended August 30, 2026 were related to discontinued use of certain software assets.

Note 8. Stockholders’ Equity

Accumulated Other Comprehensive Income

As of August 30, 2026, the components of accumulated other comprehensive income (loss) (“AOCI”), net of tax, are foreign currency translation adjustment ($0.1 million gain), unrealized gains (losses) on derivatives ($23.4 million gain), and benefit plan funding position ($3.1 million loss). As of August 24, 2025, the components of accumulated other comprehensive income (loss), net of tax, were unrealized gains (losses) on derivatives ($29.1 million gain), and benefit plan funding position ($3.1 million loss). Amounts reclassified from AOCI into net earnings in the three months ended August 30, 2026 and August 24, 2025 did not, individually or in the aggregate, have a material impact on the components of AOCI, net earnings, or individual line items in our consolidated statements of earnings.

Note 9. Stock-Based Compensation

We grant stock options for a fixed number of shares to certain employees with an exercise price equal to the fair value of the shares at the date of grant. We also grant restricted stock, restricted stock units, and performance stock units with a fair value generally determined based on our closing stock price on the date of grant. In addition, we grant cash-settled stock units (“Darden stock units”) which are classified as liabilities and are marked to market as of the end of each period.

The weighted-average fair value of non-qualified stock options and the related assumptions used in the Black-Scholes option pricing model for options granted during the periods presented were as follows:

Three Months Ended
August 30, 2026August 24, 2025
Weighted-average fair value$58.79$72.10
Dividend yield3.2%2.9%
Expected volatility of stock32.0%41.3%
Risk-free interest rate4.4%4.0%
Expected option life (in years)6.36.3
Weighted-average exercise price per share$212.23$208.51

DARDEN RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The weighted-average grant date fair value of market-based performance stock units and the related assumptions used in the Monte Carlo simulations to record stock-based compensation for units granted during the periods presented were as follows:

Three Months Ended
August 30, 2026August 24, 2025
Dividend yield (1)0.0%0.0%
Expected volatility of stock25.8%23.7%
Risk-free interest rate4.2%3.8%
Expected life (in years)2.82.9
Weighted-average grant date fair value per unit$287.42$274.20

(1)Assumes a reinvestment of dividends.

The following table presents a summary of our stock-based compensation activity for the three months ended August 30, 2026.

(in millions)Stock OptionsRestricted Stock/ Restricted Stock UnitsEquity-Settled Performance Stock UnitsCash-Settled Darden Stock Units
Outstanding beginning of period1.010.240.440.53
Awards granted0.130.040.090.16
Awards granted performance impact————
Awards exercised/vested(0.12)(0.04)(0.15)(0.16)
Awards forfeited(0.01)——(0.01)
Outstanding end of period1.010.240.380.52

We recognized expense from stock-based compensation as follows:

Three Months Ended
(in millions)August 30, 2026August 24, 2025
Stock options$2.3$2.7
Restricted stock/restricted stock units3.13.2
Equity-settled performance stock units7.96.9
Cash-settled Darden stock units12.010.9
Employee stock purchase plan0.80.8
Director compensation program/other0.50.5
Total stock-based compensation expense$26.6$25.0

Note 10. Derivative Instruments and Hedging Activities

We designate commodity contracts, equity forward contracts, and foreign exchange forward contracts as cash flow hedging instruments. During the three months ended August 30, 2026, we entered into equity forward contracts to hedge the risk of changes in future cash flows associated with Darden stock units and the non-qualified deferred compensation plan. The equity forward contracts associated with our recognized non-qualified deferred compensation plan were not designated as hedging instruments for accounting purposes. Changes in the fair value of these equity forward contracts are expected to offset changes in the fair value tied to our common stock investments in the non-qualified deferred compensation plan. The equity forward contracts associated with our unrecognized, unvested cash settled Darden stock units are designated as hedging instruments for accounting purposes.

DARDEN RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On August 18, 2026, we settled our interest rate swap agreement previously designated as a fair

value hedge for $38.6 million. The related cost basis adjustment balance will be amortized to interest expense over the remaining life of the associated senior notes.

Fair Values
(in millions)Notional ValuesAssets (Liabilities) (1)
August 30, 2026August 30, 2026May 31, 2026
Equity forwards
Designated (0.2 million shares)$41.1(2.1)$1.1
Not designated (0.3 million shares)52.8(3.0)3.1
Total equity forwards$(5.1)$4.2
Commodity contracts (Designated)$10.7$0.7$—
Interest rate related (Designated)——(36.0)
Total derivative contracts$(4.4)$(31.8)

(1)Derivative assets and liabilities are included in receivables, net, and other current liabilities, as applicable, on our consolidated balance sheets.

The fair value of any derivative instruments, individually and in the aggregate, including equity forward, commodity, or interest rate contracts, did not have a material impact on our consolidated balance sheets. Designated and undesignated equity forwards extend through July 2030, and commodity contracts extend through May 2027.

For derivative instruments designated as cash flow hedges, the amounts of gains and losses recognized in AOCI and the amounts of gains and losses reclassified from AOCI into earnings for the three months ended August 30, 2026 and August 24, 2025 were not material, individually or in the aggregate, to AOCI, earnings, or the consolidated statements of earnings line items in which such amounts were recorded, including general and administrative expenses, food and beverage costs, restaurant expenses, interest, net and impairments and (gain) loss on disposal of assets, net. For derivative instruments designated as fair value hedges, the amounts of gains and losses recognized in earnings on the derivative instruments and the related hedged items for the three months ended August 30, 2026 and August 24, 2025 were not material, individually or in the aggregate, to earnings or the consolidated statements of earnings line items in which such amounts were recorded, including interest, net or the carrying amounts of the hedged assets and liabilities presented in our consolidated balance sheets. For derivative instruments not designated as hedging instruments, the amounts of gains and losses recognized in earnings for the three months ended August 30, 2026 and August 24, 2025 were not material, individually or in the aggregate, to earnings or to consolidated statements of earnings line items in which such amounts are recorded, including food and beverage costs, restaurant expenses, and general and administrative expenses.

For derivative instruments designated as cash flow hedges as of August 30, 2026, although the amounts ultimately realized in earnings will be dependent on the fair value of the contracts at their settlement dates, net gains expected to be reclassified from AOCI to earnings over the next 12 months, based on the maturity of equity forward and commodity contracts are not expected to be material to AOCI, earnings, or the consolidated statements of earnings line items in which such amounts are expected to be recorded, including general and administrative expenses, food and beverage costs, restaurant expenses, and interest, net.

Note 11. Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants at the measurement date under market conditions. Fair value measurements are categorized in three levels based on the types of significant inputs used, as follows:

Level 1Quoted prices in active markets for identical assets or liabilities
Level 2Observable inputs other than quoted prices in active markets for identical assets or liabilities
Level 3Unobservable inputs that cannot be corroborated by observable market data

DARDEN RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The fair values of cash equivalents, receivables, net, accounts payable and short-term debt approximate their carrying amounts due to their short duration or market-based interest rates.

Financial Instruments

The following tables summarize the fair values of financial instruments measured at fair value on a recurring basis as of August 30, 2026 and May 31, 2026.

Items Measured at Fair Value at August 30, 2026
(in millions)Fair Value of Assets (Liabilities)Quoted Prices in Active Market for Identical Assets (Liabilities) (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Derivatives:
Commodities futures, swaps, & options(1)0.7$—$0.7$—
Equity forwards(2)(5.1)—(5.1)—
Total$(4.4)$—$(4.4)$—
Items Measured at Fair Value at May 31, 2026
(in millions)Fair Value of Assets (Liabilities)Quoted Prices in Active Market for Identical Assets (Liabilities) (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Derivatives:
Equity forwards(2)4.2—4.2—
Interest rate swaps(3)(36.0)—(36.0)—
Total$(31.8)—$(31.8)—

(1)The fair value of our commodities futures, swaps, and options is based on closing market prices of commodity contracts, inclusive of the risk of nonperformance.

(2)The fair value of equity forwards is based on the closing market value of Darden stock, inclusive of the risk of nonperformance.

(3)The fair value of our interest rate swap agreements is based on current and expected market interest rates, inclusive of the risk of nonperformance.

The carrying value and fair value of long-term debt as of August 30, 2026, was $2.14 billion and $2.15 billion, respectively. The carrying value and fair value of long-term debt, including the amounts classified as current, as of May 31, 2026, was $2.14 billion and $2.17 billion, respectively. The fair value of long-term debt, which is classified as Level 2 in the fair value hierarchy, is determined based on market prices or, if market prices are not available, the present value of the underlying cash flows discounted at our incremental borrowing rates.

Non-Financial Instruments

We review the carrying amounts of non-financial assets of goodwill and trademarks annually or when events or circumstances indicate that the fair value may not exceed the carrying amount. We review the carrying amounts of our other non-financial assets, primarily land, building, equipment, finance lease assets, operating lease assets, definite-lived intangible assets and transferable liquor licenses when events or circumstances indicate that the carrying amount may not be recoverable. We record an impairment charge for the excess of the carrying amount over the fair value. The fair values of land, buildings, equipment, finance lease assets, operating lease assets, and definite-lived intangible assets are determined utilizing Level 3 inputs, including appraisals, sales prices of comparable assets, and estimates of discounted future cash flows.The fair values of transferable liquor licenses are determined utilizing Level 2 inputs, including prices in the open market for licenses in the same or similar jurisdictions.

DARDEN RESTAURANTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of August 30, 2026 and May 31, 2026, adjustments to the fair values of non-financial assets measured at fair value on a non-recurring basis, classified as Level 2, were not material.

As of August 30, 2026, adjustments to the fair values of non-financial assets measured at fair value on a non-recurring basis, classified as Level 3, were not material. As of May 31, 2026, adjustments to the fair values of non-financial assets, specifically right-of-use assets, classified as Level 3, were determined to have a fair value of $39.7 million.

All impairment charges were included in Impairments and (gain) loss on disposal of assets, net in the Consolidated Statements of Earnings for the periods presented. Refer to Note 7 for more information.

Note 12. Commitments and Contingencies

As collateral for performance on contracts and as credit guarantees to banks and insurers, we are contingently liable for guarantees of subsidiary obligations under standby letters of credit. As of August 30, 2026 and May 31, 2026, we had $71.9 million of standby letters of credit related to workers’ compensation and general liabilities accrued in our consolidated financial statements. As of August 30, 2026 and May 31, 2026, we had $16.6 million and $16.7 million, respectively, of surety bonds related to other payments. Most surety bonds are renewable annually.

As of August 30, 2026 and May 31, 2026, we had $80.4 million and $83.3 million, respectively, of guarantees associated with leased properties that have been assigned to third parties, primarily related to our disposition of Red Lobster in fiscal 2015 and the sale of the Olive Garden Canada Restaurants during the first quarter of fiscal 2026. These amounts represent the maximum potential amount of future payments under the guarantees. The fair value of the maximum potential future payments discounted at our weighted-average cost of capital as of August 30, 2026 and May 31, 2026, amounted to $62.7 million and $64.7 million, respectively. In the event of default by a third party, the indemnity and default clauses in our assignment agreements govern our ability to recover from and pursue the third party for damages incurred as a result of its default. We do not hold any third-party assets as collateral related to these assignment agreements, except to the extent the agreements permit us to recapture the related leasehold interest. The liability recorded for our expected credit losses under these leases as of August 30, 2026 and May 31, 2026 was $10.4 million. These guarantees expire over their respective lease terms, which range from fiscal 2027 through fiscal 2035.

We are subject to private lawsuits, administrative proceedings, and claims that arise in the ordinary course of our business. A number of these lawsuits, proceedings, and claims may exist at any given time. These matters typically involve claims from guests, employees, and others related to operational issues common to the restaurant industry, and can also involve infringement of, or challenges to, our trademarks and copyrights or the trademarks and copyrights of others. While the resolution of a lawsuit, proceeding, or claim may have an impact on our financial results for the period in which it is resolved, we believe that the final disposition of the lawsuits, proceedings, and claims in which we are currently involved, either individually or in the aggregate, will not have a material adverse effect on our financial position, results of operations, or liquidity.

Note 13. Subsequent Events

On September 23, 2026, the Board of Directors declared a cash dividend of $1.62 per share payable on November 2, 2026, to all shareholders of record as of the close of business on October 9, 2026.

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