DARDEN RESTAURANTS INC

Our Total Rewards program for NEOs is comprised of base salary, annual incentives, long-term incentives, and modest perquisites as well as health and retirement plans available to our U.S. salaried employees.

Base Salary

We provide competitive base salaries to our NEOs in recognition of their job responsibilities. In addition to external competitive market data (what our peer companies and the general industry pay for similar positions), we consider individual work experience, leadership, knowledge, and internal parity among those performing similar jobs when setting salary levels. Annual salary increases are primarily driven by individual performance and contributions while also considering the relative position of the individual’s salary to market data and are reviewed at the June Compensation Committee meeting with any approved increases generally effective in fiscal August.

(1) Matt Broad retired as SVP, General Counsel, Chief Compliance Officer, and Corporate Secretary effective February 1, 2026, and accordingly, is not included in this table, which reflects the annualized base salaries of our NEOs in effect as of fiscal 2026 year-end. Compensation earned by Mr. Broad during fiscal 2026 is reflected in the Summary Compensation Table and other applicable compensation tables below.

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Annual Incentive Plan

As discussed above, we provided annual cash incentive opportunities to our NEOs for fiscal year 2026 pursuant to the Darden Restaurants, Inc. Annual Incentive Plan adopted effective June 1, 2020. In June 2025, the Compensation Committee set targets and metrics for fiscal 2026. Under the annual incentive plan design, “Target Bonus Opportunity” is determined by multiplying Base Salary Earnings by the Target AIP%. The annual incentive amounts awarded for fiscal 2026 to our NEOs were based on the Target Bonus Opportunity multiplied by the Company or business unit performance rating, per the following formula approved by the Compensation Committee:

Rigorous Goal Setting

The Company maintains a rigorous annual business planning and long-term strategic planning process that we consider one of our key competitive advantages. The core financial objective of these plans is to achieve long-term total shareholder returns for our shareholders of 10 to 15 percent, as reflected in our long-term value creation framework. The Company’s management creates the annual business plan in consultation with the Board and reports on progress with respect to the plan throughout the year. The annual business plan includes specific measurable goals for all key measures that the Company and the Board believe are necessary in order to achieve that long-term objective, and the Compensation Committee sets performance measures under the Annual Incentive Plan based upon the goals set out in these business plans.

One of Company’s key compensation performance metrics is same-restaurant sales growth. Same-restaurant sales growth is a year-over-year comparison of each period’s sales volumes for restaurants open at least 16 months. Same-restaurant sales growth is a key one-year indicator of performance in our industry and does not take into account the sales from new restaurants opened or acquired during the fiscal year. The Company’s long-term value creation framework includes an annual target, over time, for Darden same-restaurant sales growth of 1.5 to 3.5 percent. Our second and more heavily weighted annual performance measures are Diluted Net EPS or Business Unit Operating Income. Earnings per share growth is one of the main components of total shareholder return, the ultimate objective of our long-term value creation framework.

The performance rating for each NEO for fiscal 2026 is the Darden Company Performance Rating.

Darden Company Performance Rating

The Compensation Committee (and the independent directors, with respect to Mr. Cardenas) established threshold, target, and maximum performance goals for each annual performance metric which would result in total potential payouts ranging from 0 to 200 percent of each participant’s target bonus opportunity. Consistent with the plan for fiscal 2025, the payout curves for the fiscal 2026 annual incentives were designed to include a flat area, or “strike zone,” providing for a target payout for results that “straddle” the EPS or operating income targets by a set percentage.

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Performance and Pay Results

The Compensation Committee (and the independent directors, with respect to Mr. Cardenas) evaluated the Company’s financial performance and certified the following performance results and the Darden Company Performance Rating as follows:

** Darden Adjusted Diluted Net EPS is a non-GAAP number, reconciliation to the nearest GAAP number is as follows:

The final individual annual incentive awards for the NEOs employed by the Company as of the end of fiscal 2026 as determined by the Compensation Committee (and the independent directors, with respect to Mr. Cardenas) are set forth below.

(1)

Actual awards are based on actual salary paid during fiscal 2026

Long-Term Incentives

The purpose of the long-term incentive program is to motivate and reward achievement of our long-term objectives of winning financially and creating long-term value for our shareholders. The long-term awards made in July 2025 for the fiscal 2026 grants were made under the 2015 Plan.

For fiscal 2026, we made no changes to our long-term incentive plan compared to fiscal 2025. Continued emphasis was placed on the pay and performance linkage by granting one half of the total long-term incentive grant value in PSUs tied to relative TSR, with the reference index set as the S&P 500 Index. The maximum payout opportunity percentage was 200%, consistent with the fiscal 2025 grants. The other half of the grant value was equally split between stock options and RSUs.

Performance Stock Units — Relative TSR (1/2 of the grant value):

•

Share denominated units;

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•

Vest 50 percent on the third anniversary of the grant date and 50 percent on the fourth anniversary of the grant date(other than the CEO Special Equity Award granted to Mr. Cardenas in September 2025, which has an approximately five-year vesting period);

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0 – 200 percent payout opportunity based upon relative TSR as compared to the companies in the S&P 500 Index at the time of the grant; and

•

Settled in stock, with dividends paid in cash at time of settlement.

Stock Options (1/4 of the grant value):

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Granted with an exercise price equal to the closing stock price on the grant date;

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Vest 50 percent on the third anniversary of the grant date and 50 percent on the fourth anniversary of the grant date; and

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Maximum term of 10 years.

Restricted Stock Units (1/4 of the grant value):

•

Share denominated units;

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Vest 100 percent on the third anniversary of the grant date; and

•

Settled in stock, with dividends paid in cash at the time of settlement.

Fiscal 2026 Annual Long-Term Incentive Grants

The Compensation Committee (and the independent directors, with respect to Mr. Cardenas) approved grants to the following NEOs, effective July 23, 2025, in accordance with the plan design, as detailed below:

(1)

Number of options based on the Black-Scholes valuation on the first day of the fiscal year and the average closing stock price on the NYSE for the two fiscal weeks ending before the week prior to the grant date.

(2)

Number of Restricted Stock Units and Target Number of PSUs based on the average closing stock price on the NYSE for the two fiscal weeks ending before the week prior to the grant date.

(3)

Does not include the CEO Special Equity Award granted to Mr. Cardenas in September 2025. Please see “CEO Special Equity Award” below for a description of the CEO Special Equity Award.

(4)

Mr. Broad retired as SVP, General Counsel, Chief Compliance Officer, and Corporate Secretary effective February 1, 2026. Equity awards granted to Mr. Broad during fiscal 2026 reflect the target grant value approved by the Compensation Committee; outstanding awards were treated in accordance with the applicable award agreements in connection with his retirement.

Performance Results and Payouts from Prior Long-Term Incentive Plan Grants

Fiscal 2026 was the final year of the three-year performance period for PSUs that were granted at the beginning of fiscal 2024 for the performance period covering fiscal 2024-2026 (the 2024 grants). For the 2024 grants, made under our 2015 Plan, the PSUs are settled in stock, and the number of shares earned are based upon the results of a three-year performance period. The earned PSUs vest in two

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tranches: 50 percent of the earned PSUs vested on July 27, 2026, and the remaining earned PSUs will vest on July 27, 2027. Payout of the PSUs is based on three-year relative TSR versus the S&P 500 Index.

The Compensation Committee certified that the Company’s three-year TSR performance ranked at the 51st percentile of the peer group’s performance. The Compensation Committee determined that no adjustments should be made to the resulting payout. See footnote 3 to the “Outstanding Equity Awards at Fiscal Year-End” table for the number of earned PSUs for each NEO.

(1)

Straight line interpolations between the 25th and 50th percentiles and between the 50th and 75th percentiles, capped at 200% of target based on targets under the 2024 grants.

CEO Special Equity Award

On September 17, 2025, the independent directors of the Board, upon the recommendation of the Compensation Committee, unanimously approved a special equity grant for Mr. Cardenas, our President and Chief Executive Officer (the CEO Special Equity Award).

In recommending and approving the CEO Special Equity Award, the Compensation Committee considered the increased retention risk relating to the Company’s President and CEO, particularly in light of his strong performance, and the external market demand for executives with his experience and capabilities. With the support of Pearl Meyer, the Compensation Committee conducted a comprehensive quantitative and qualitative review of relevant market data and practices. The Compensation Committee’s objective was to establish an award that would support the retention of Mr. Cardenas by providing an additional performance-based pay opportunity linked directly to the achievement of superior TSR relative to the S&P 500 Index.

As part of its assessment, the Compensation Committee also reviewed special and one-time equity awards granted to chief executive officers at companies of comparable size and operating complexity, as well as broader market practices with respect to such awards. Pearl Meyer advised, and the Compensation Committee considered, that similar awards had been granted recently and with some frequency within the restaurant, retail, and broader hospitality industries.

Based on this review and benchmarking against similar awards at comparable companies, the Compensation Committee determined that an award with a target grant value of $17 million, structured as entirely at-risk and performance-based, was appropriate. The Compensation Committee concluded that the CEO Special Equity Award provides a competitive and reasonable compensation opportunity relative to the market, while reinforcing the Company’s pay-for-performance philosophy and long-term objectives of winning financially and creating long-term value for our shareholders.

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The CEO Special Equity Award consists of a grant of PSUs with a target grant value of $17 million, which will vest on July 24, 2030 (the Vesting Date), subject to achievement of performance targets and continued service. The award was granted on September 24, 2025 (the Special Award Grant Date), with the target number of PSUs determined based on the average closing stock price on the NYSE for the two fiscal weeks ending before the week prior to the Special Award Grant Date (the Target PSUs). The number of PSUs that can be earned will range from 0% to 200% of the Target PSUs, based on the Company’s TSR relative to the TSR of the constituent companies on the S&P 500 Index as of the Special Award Grant Date measured from September 24, 2025 through May 26, 2030 (the Performance Period).

The CEO Special Equity Award incorporates the following key features:

Entirely Performance-Based:

100% of the CEO Special Equity Award is in the form of PSUs.

Extended Vesting Period:

The CEO Special Equity Award has an approximately five-year vesting period, longer than the three- to four-year vesting period for PSUs typically awarded by the Company and certain of the companies in the Company’s compensation peer group.

Relative TSR Performance Goal:

PSUs earned under the CEO Special Equity Award will vest based on the Company’s TSR relative to the constituents of the S&P 500 Index over the Performance Period. To incentivize above-market performance, the Company’s relative TSR over the Performance Period must be at or above:

•

The 45th percentile of the comparator group to achieve threshold performance;

•

The 55th percentile of the comparator group to achieve target performance; and

•

The 80th percentile of the comparator group to achieve maximum performance.

Accordingly, the CEO Special Equity Award requires stronger relative TSR performance for threshold, target, and maximum vesting than the Company’s standard PSU awards.

Maximum Value Cap:

The CEO Special Equity Award agreement provides that the number of PSUs earned is subject to a cap such that the value of the PSUs earned does not exceed five times the target value of the award on the Grant Date.

Vesting Capped if TSR is Negative:

Regardless of the Company’s relative TSR, vesting for the CEO Special Equity Award will be capped at 100% of target if the Company’s actual TSR over the performance period is negative.

Termination Provisions:

In the event of a termination without cause or due to disability or death, any earned PSUs will vest on a prorated basis based on actual performance through the end of the Performance Period. In such event, the Performance Period will be deemed to end on the termination date or, in the case of

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disability, the date on which Mr. Cardenas is determined to be disabled, as applicable, and the proration will be measured through the applicable date.

In the event of retirement, termination for cause by the Company, or voluntary resignation, the CEO Special Equity Award will be forfeited in its entirety.

In the event of a qualifying termination following a Change in Control (as defined in the discussion under the heading "Potential Payments Upon Termination or Change in Control"), if, within two years following the consummation of a Change in Control that occurs after the Special Award Grant Date, Mr. Cardenas's employment is terminated by the Company without cause, the earned percentage will be deemed to be 100%, and he will become immediately and unconditionally vested in all earned PSUs.

Restrictive Covenants:

The CEO Special Equity Award agreement includes non-competition and non-solicitation covenants applicable during employment and for 24 months following termination of employment. In the event of a breach, any shares delivered upon vesting are subject to recoupment, and any unvested PSUs will be immediately forfeited.

The Compensation Committee and the independent directors maintain a strong commitment to compensation governance best practices and have historically granted special or one-time awards only in limited circumstances. The Board and the Compensation Committee designed the CEO Special Equity Award to be entirely at risk and tied to the achievement of rigorous five-year TSR performance goals relative to the TSR of the constituent companies on the S&P 500 Index with an approximately five-year vesting schedule.

The Compensation Committee takes seriously its responsibility to effectively incentivize, retain, and appropriately reward our key executive leaders while satisfying the Company’s primary goal of aligning with shareholders by driving strong and sustainable sales and earnings growth balanced with diligent capital management to maximize long-term TSR. The independent directors of the Board unanimously believe this retention award is appropriately and rigorously designed to achieve these objectives, including sustaining continuity of leadership.

NEO Total Compens ation Changes for Fiscal 2027

In accordance with our annual review process, the Compensation Committee (and the independent directors with respect to the President and CEO) reviews each actively employed NEO’s total direct compensation and evaluates each NEO’s individual performance, Company and business unit performance, and each officer’s target compensation opportunity relative to updated market data provided by Pearl Meyer. In June 2026, the independent directors with respect to the President and the CEO, and the Compensation Committee with respect to the other NEOs, approved the base salary, annual incentive target bonus opportunity amount, and long-term incentive program Target Grant Amount of each of our NEOs effective for fiscal 2027, which included increases to certain amounts to better align the total compensation of each of our NEOs with comparable positions within our peer group, reward individual performance, or to reflect tenure in position, retention priority for key positions, and/or changes in responsibilities. Changes to Base Salary with respect to the NEOs were effective August 3, 2026.

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Other Program