Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Méthode quality-scores-2 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 6/6 · 22/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Established sourcing and distribution arrangements, national advertising and realized savings and synergies jointly support a current scale advantage. Its magnitude relative to competitors is unverified.
durability · 2/4 · Long-term distribution contracts and five years of positive comparable sales support persistence, but closures show uneven brand durability and no exceptional barrier to replication is demonstrated.
customer dependency · 1/4 · Demand persistence indicates brand preference indirectly. Food-and-beverage transactions and geographically adjustable menus establish little customer dependency; repeat-customer rates or switching friction are not demonstrated.
erosion resilience · 2/4 · Positive comparable sales and labor productivity offset some inflation, while food cost pressure, completed brand closures and lease restrictions limit resilience. Generic competition risks are possibilities, not proof of realized deterioration.
Pouvoir de fixation des prix56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Reported pricing leverage is positive, and Olive Garden’s average check rose from approximately $23 in fiscal 2024 to $24 in 2025 and $25 in 2026. Checks include mix effects; pricing did not fully offset food inflation and mix together.
retention · 2/4 · Five consecutive years of positive comparable sales at the three largest brands and continued quarterly comparable growth support demand persistence indirectly. They do not establish repeat-customer retention or traffic growth, and Bahama Breeze closures temper the portfolio evidence.
margin resilience · 2/4 · Pricing, sales leverage and productivity absorbed substantial labor and restaurant inflation, but food costs still rose as a share of sales. Operating margin fell from 11.1% to 10.0%; the prior-year Canadian disposal gain materially complicates that comparison.
contractual freedom · 3/4 · Disclosed geographic price variation and observed pricing leverage demonstrate practical discretion over restaurant menu prices. Franchise pricing restrictions and all contractual terms are not supplied, so this conclusion applies principally to company-operated dining.
Prévisibilité100
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 1.30
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 0.33
Solidité financière64
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 84.53
- netDebtEbitGrade
- 73.32
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 0.00
- Debt / FCF (x)
- 2.08
- Net debt / operating income (x)
- 1.33
- Interest coverage (x)
- 12.51
- Current ratio (x)
- 0.31
Allocation du capital99
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 38.25
- 3-year average dilution (%)
- -1.78
- 3-year average SBC / revenue (%)
- 0.62
- cashConversionGrade
- 97.51
Qualité du management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Operating cash generation rose over fiscal 2024–2026 while funding substantial restaurant investment, and management completed closures and conversions. Latest quarterly dividends and repurchases exceeded operating cash flow alongside increased commercial paper borrowing, limiting confidence in capital discipline; acquisition returns are not established.
incentive alignment · 3/4 · Actual relative-TSR equity grants, ownership requirements, director compliance, clawbacks and hedging restrictions support alignment. The additional $17 million CEO award was granted in September 2025 with conditional 2030 vesting; its size and absent executive ownership amounts limit a stronger assessment.
execution · 3/4 · Multiyear comparable-sales growth, realized acquisition synergies, reported cost savings and completed restaurant conversions demonstrate execution through indirect operating outcomes. Closures and weaker latest cash flow show that execution is not uniformly strong.
governance · 3/4 · Annual elections, majority voting, independent committees and chair, shareholder special-meeting rights and actual audit-service preapproval provide concrete governance support. These arrangements do not establish exceptional oversight outcomes or full executive ownership compliance.
Preuves
(“Darden,” the “Company,” “we,” “us,” or “our”) is a full-service restaurant company, and as of May 31, 2026, we owned and operated 2,202 restaurants through subsidiaries in the United States under the 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® trademarks.
Business / company-owned restaurant footprint · Dépôt 24/07/2026
We leverage competitive bids, long-term contracts, and strategic supplier relationships to manage availability and cost of products.
Business / sourcing methods and supplier contracts · Dépôt 24/07/2026
We enter into long-term agreements with multiple third-party national distribution companies to deliver food and supplies to our restaurants.
Business / long-term third-party distribution agreements · Dépôt 24/07/2026
These and other terms of Darden Direct’s long-term supply agreements further enable our sourcing staff to integrate demand forecasts into our purchasing operations, driving efficiencies in our operations.
Business / purchasing forecasts and operating efficiencies · Dépôt 24/07/2026
Olive Garden leverages the efficiency of national advertising, on both traditional and streaming television, supplemented with targeted digital media investments.
Business / Olive Garden national advertising · Dépôt 24/07/2026
•Food and beverage costs increased as a percent of sales primarily due to a 1.5% impact from inflation and a 0.2% impact from menu mix, partially offset by a 1.0% impact from pricing leverage and a 0.2% impact from cost saving initiatives.
MD&A / third-quarter fiscal 2026 food costs, pricing and realized savings · Dépôt 27/03/2026
•General and administrative expenses decreased as a percent of sales primarily due to a 0.4% impact from Chuy’s transaction and integration costs incurred in fiscal 2025, 0.3% impact from sales and pricing leverage including synergies realized from the Chuy’s transaction and a 0.1% impact from lower performance-based compensation expense, partially offset by a 0.2% impact from one-time transaction costs incurred in fiscal 2026 and a 0.1% impact from inflation.
MD&A / nine-month fiscal 2026 overhead and realized Chuy’s synergies · Dépôt 27/03/2026
•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.
MD&A / first-quarter fiscal 2027 food inflation, mix and pricing leverage · Dépôt 02/10/2026
•Marketing expenses increased as a percent of sales due to increased marketing and media activity.
MD&A / increased marketing expense · Dépôt 02/10/2026
20
As of May 31, 2026, 2,104 of our 2,202 restaurants operating in the United States operate in leased locations, and the leases are generally non-cancellable for some period of time.
Risk factors / leased restaurant footprint and cancellation restrictions · Dépôt 24/07/2026
This was a particularly strong year for our three largest brands, Olive Garden, LongHorn Steakhouse, and Yard House, marking the fifth consecutive year that all three brands delivered positive same-restaurant sales.
Proxy / five consecutive years of positive comparable sales at three largest brands · Dépôt 10/08/2026
This most recent donation marks a total of $22.3
$1.4B
Cash returned to
shareholders through
dividends and share
repurchases
4.5%
Same-restaurant
sales (SRS) growth(1)
43
Net new
restaurants opened
(1) Annual SRS is a 52-week metric and excludes Chuy's and Bahama Breeze
2026 Proxy Statement 3
million that the Company and the Darden Foundation have contributed to Feeding America since 2010.
Proxy / fiscal 2026 comparable-sales growth and exclusions · Dépôt 10/08/2026
•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.
MD&A / first-quarter fiscal 2027 sales and comparable-sales results · Dépôt 02/10/2026
At closing, Darden and Recipe entered into an area development agreement and franchise agreements, pursuant to which Recipe will operate current and any new restaurants contemplated thereunder under the Olive Garden trade name and will pay royalties for use of the trade name.
Business / completed Canadian franchise and royalty agreements · Dépôt 24/07/2026
The amount of income we derive from our franchise arrangements is not material to our consolidated financial statements.
Business / immaterial franchise income · Dépôt 24/07/2026
During fiscal 2026, the average check per person, defined as total sales divided by number of entrées sold, was approximately $25.00, with alcoholic beverages accounting for 4.1 percent of Olive Garden’s sales.
Business / fiscal 2026 Olive Garden average check · Dépôt 24/07/2026
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.
MD&A / completed Bahama Breeze closures and planned conversions · Dépôt 02/10/2026
•Intense competition, or an insufficient strategy or focus on competition and the consumer landscape;
Forward-looking risk discussion / intense competition · Dépôt 02/10/2026
•Changes in consumer preferences that may adversely affect demand for food at our restaurants;
Forward-looking risk discussion / changing consumer preferences · Dépôt 02/10/2026
During fiscal 2025, the average check per person (defined as total sales divided by number of entrées sold) was approximately $24.00, with alcoholic beverages accounting for 4.7 percent of Olive Garden’s sales.
Business / fiscal 2025 Olive Garden average check · Dépôt 18/07/2025
During fiscal 2024, the average check per person (defined as total sales divided by number of entrées sold) was approximately $23.00, with alcoholic beverages accounting for 5.0 percent of Olive Garden’s sales.
Business / fiscal 2024 Olive Garden average check · Dépôt 19/07/2024
Olive Garden maintains different menus across its trade areas to reflect geographic differences in consumer preferences, prices, and selections, as well as a smaller portioned, lower-priced children’s menu.
Business / geographic menu and price variation · Dépôt 24/07/2026
•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.
MD&A / labor inflation, productivity and sales leverage · Dépôt 02/10/2026
•Restaurant expenses remained flat primarily due to a 0.5% impact from sales and pricing leverage, offset by a 0.5% impact from inflation.
MD&A / restaurant expense inflation and pricing leverage · Dépôt 02/10/2026
Marketing expenses
1.7
1.6
Pre-opening costs
0.3
0.2
General and administrative expenses
4.2
4.5
Depreciation and amortization
4.5
4.4
Impairments and (gain) loss on disposal of assets, net
(0.1)
(1.4)
Total operating costs and expenses
90.0
%
88.9
%
Operating income
10.0
11.1
Interest, net
1.6
1.5
Earnings before income taxes
8.4
9.6
Income tax expense
1.1
1.2
Earnings from continuing operations
7.3
%
8.5
%
Three Months Ended August 30, 2026 Compared to Three Months Ended August 24, 2025
MD&A / operating margins · Dépôt 02/10/2026
•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.
MD&A / prior-year Canadian restaurant disposal gain · Dépôt 02/10/2026
49
DARDEN RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Fiscal Year Ended
May 31, 2026
May 25, 2025
May 26, 2024
Cash flows - operating activities
Net earnings
$
1,206.7
$
1,049.6
$
1,027.6
Losses from discontinued operations, net of tax
7.0
1.4
2.9
Adjustments to reconcile net earnings from continuing operations to cash flows:
Depreciation and amortization
561.1
516.1
459.9
Impairments and (gain) loss on disposal of assets, net
(10.7)
49.2
12.4
Stock-based compensation expense
79.1
79.1
68.5
Change in current assets and liabilities
(24.8)
11.5
95.4
Deferred income taxes
71.3
5.0
(3.2)
Change in other assets and liabilities
(0.4)
—
(23.4)
(Increase) Decrease in trust-owned life insurance value
(42.6)
(9.2)
(24.8)
Other, net
6.4
4.3
6.4
Net cash provided by operating activities of continuing operations
$
1,853.1
$
1,707.0
$
1,621.7
Cash flows - investing activities
Purchases of land, buildings and equipment
(734.0)
(644.6)
(601.2)
Proceeds from disposal of land, buildings and equipment
45.5
2.5
3.3
Cash used in business acquisitions, net of cash acquired
—
(613.7)
(701.1)
Purchases of capitalized software and other assets
(26.4)
(27.3)
(27.1)
Other, net
3.5
4.8
1.5
Net cash used in investing activities of continuing operations
Consolidated cash flows / operating cash, capital spending and acquisitions · Dépôt 24/07/2026
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.
MD&A / quarterly operating cash flow decline · Dépôt 02/10/2026
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.
MD&A / commercial paper, dividends and repurchases · Dépôt 02/10/2026
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.
Compensation discussion / actual long-term incentive design · Dépôt 10/08/2026
Compensation Highlights:
Fully independent Compensation Committee
•
No guaranteed bonuses
•
Independent executive compensation consultant
•
No excise tax gross ups
•
Majority of our target pay opportunity for our NEOs is in the form of “at risk” incentives
•
No option repricing
•
Annual incentives have multiple performance measures and capped payouts to mitigate risk
•
No dividends paid on unvested long-term incentives
•
Long-term incentives granted in multiple award types to achieve multiple objectives
•
No hedging, pledging, or short sales of Company securities by officers or directors (more details on these policies under Employee, Officer, and Director Hedging above)
•
Clawback policy to require us to recover incentive compensation in the event of a financial restatement regardless of fraud or misconduct
•
No excessive perks
•
Robust executive officer and outside director stock ownership requirements with mandatory holding requirements until requirements are met
•
No automatic single-trigger change in control payments
•
Compensation discussion / clawbacks, ownership, hedging and payout safeguards · Dépôt 10/08/2026
2026 Proxy Statement 59
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.
Compensation discussion / granted CEO special award and conditional 2030 vesting · Dépôt 10/08/2026
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).
Compensation discussion / September 2025 special award grant date · Dépôt 10/08/2026
As of May 31, 2026, all of our directors were in compliance with the stock ownership guidelines.
Director compensation / actual ownership-guideline compliance · Dépôt 10/08/2026
•
All directors are elected annually and we have a majority vote standard for uncontested elections;
•
Directors and executive officers are subject to robust stock ownership requirements;
•
All Board committees are composed of only independent directors;
•
10 percent of shareholders can call a special meeting; and
•
The Board and committees conduct annual self-assessments;
•
We have no supermajority voting requirements.
Proxy / existing election, committee and shareholder rights · Dépôt 10/08/2026
•
The Chair of the Board is independent, and independent directors meet regularly in executive session.
Governance / independent chair and executive sessions · Dépôt 10/08/2026
During fiscal 2026 and fiscal 2025, all of the services provided by KPMG LLP for the services described above related to Tax Fees and All Other Fees were pre-approved using the above procedures, and none were provided pursuant to any waiver of the pre-approval requirement.
Audit fees / actual non-audit service preapprovals · Dépôt 10/08/2026
As of the end of Q1 fiscal 2027, we have completed two conversions of Bahama Breeze restaurants to other brands.
MD&A / two completed Bahama Breeze conversions · Dépôt 02/10/2026
Fiscal 2026 ended May 31, 2026 and consisted of 53 weeks, fiscal 2025 ended May 25, 2025 and consisted of 52 weeks, and fiscal 2024 ended May 26, 2024 and consisted of 52 weeks.
Business / 53-week fiscal 2026 versus 52-week comparative years · Dépôt 24/07/2026
Compensation Peer Group
The Compensation Committee periodically reviews the pay levels and practices of peer companies in order to assess the competitive positioning of Darden’s pay levels and plan designs.
Compensation discussion / purpose of compensation peer group · Dépôt 10/08/2026
