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Darden Restaurants

NYSE: DRI · USD

Darden Restaurants (DRI) Economic Moat Analysis50

Competitive advantages, dated evidence and erosion risks.

Narrow economic moat

Darden has a narrow moat supported by established purchasing, distribution and advertising scale, reinforced by persistent demand for its largest brands. Disclosed cost savings and acquisition synergies support a current advantage beyond management's assertions. Pricing offsets some inflation, but customer dependency is weak and exceptional pricing power is unproven. Brand closures, supply disruptions and lease commitments limit resilience.

Cost advantage

Centralized direct sourcing, long-term distribution arrangements and national advertising spread capabilities across a large restaurant portfolio. Realized cost savings and acquisition synergies support an existing scale advantage, although its size relative to rivals is unverified.

Durability
Established supplier relationships and contracted distribution support persistence. These capabilities require accumulated investment, but the passages do not establish exclusive access or an insurmountable replication barrier.
Competitors
Comparison not established
Erosion risks
Supply disruptions have already increased costs and constrained availability. Inflation, higher marketing spending and integration costs can absorb scale benefits.
What would invalidate the thesis
Repeated disappearance of disclosed purchasing savings and acquisition synergies, combined with sustained deterioration in controllable costs despite stable restaurant volumes, would undermine this advantage. Evidence that comparable rivals obtain equivalent purchasing and distribution economics would also weaken it.
Evidence (7) · Counterevidence (3)

Intangible assets

The largest brands demonstrate persistent demand: Olive Garden, LongHorn Steakhouse and Yard House delivered five consecutive years of positive same-restaurant sales. Continued comparable-sales growth and royalty-bearing use of the Olive Garden name support economically useful brand recognition.

Durability
Multiyear comparable-sales growth supports established brand preference, but does not establish customer lock-in or traffic growth. Durability varies materially across brands.
Competitors
Comparison not established
Erosion risks
Bahama Breeze closures demonstrate realized portfolio weakness. Price sensitivity, changing preferences and increased advertising requirements could erode brand economics.
What would invalidate the thesis
Several consecutive comparable periods of declining demand at the largest brands, particularly after controlling for menu pricing and calendar effects, alongside persistent discounting or further material brand closures, would invalidate the inferred brand advantage.
Evidence (4) · Counterevidence (3)

Changes since the previous analysis

  • Retain the narrow verdict after re-examining the supplied operating, contractual and brand evidence; no criterion grade changes are warranted.
  • Add completed September 2026 director elections and rejection of the proposed low-support review policy, and the June 2026 expansion of shareholder aggregation for nominations.
  • Make explicit that comparable-sales measures exclude Bahama Breeze and that fiscal 2026 cash-flow and total-sales comparisons include a 53rd week.

Evidence limitations

  • All supplied evidence is issuer disclosure. Realized operating results and contractual arrangements support bounded conclusions; management's claims of industry outperformance and competitive superiority lack supplied benchmark verification.
  • No named restaurant competitor is identified as a competitor in the supplied passages. Darden-owned brands, franchise counterparties and financial institutions are not treated as rivals; competitor arrays are therefore empty.
  • No comparative purchasing costs, market-share series, customer retention rates, traffic decomposition or customer switching-friction measurements are supplied.
  • Average checks combine pricing and mix. Comparable-sales growth is indirect evidence of demand persistence, not a measured repeat-customer retention rate.
  • Fiscal 2026 had 53 weeks. Annual comparable sales use 52 weeks and exclude Chuy’s and Bahama Breeze; latest quarterly comparable sales exclude Bahama Breeze and have a disclosed calendar shift.
  • Full executive beneficial ownership and ownership-guideline compliance are not established by the supplied passages. The special CEO award was granted, but its conditional 2030 vesting has not occurred.
  • Source dates are treated as filed dates under the supplied dateKind metadata; reporting-period ends and disclosed event dates are distinguished from those filing dates.

Financial indicators to test against the thesis

Calculated from annual filings. Missing data remains unavailable. Detailed financial charts remain in the other topics.

Financial indicators to test against the thesis
PeriodGross marginOperating marginROICFCF margin
202219.7%12.1%39.0%9.2%
202318.7%11.5%39.1%9.4%
202419.9%11.5%37.0%9.0%
202520.5%11.3%31.3%8.8%
202620.3%12.0%32.5%8.5%

Pricing power56

  • Pricing outcomes

    Disclosed pricing leverage partially offsets inflation. Olive Garden average checks increased from approximately $23 in fiscal 2024 to $24 in 2025 and $25 in 2026, but checks include mix, and pricing did not fully offset food inflation and mix effects.

  • Customer demand

    Five consecutive years of positive comparable sales at the three largest brands and continued quarterly comparable growth support repeat demand indirectly. These results do not measure individual customer retention or establish traffic growth. Bahama Breeze closures and its exclusion from quarterly comparables limit portfolio-wide inference.

  • Margin resilience

    Pricing, sales leverage and productivity absorbed substantial labor and restaurant inflation, but food costs increased as a share of sales. Latest operating margin declined from 11.1% to 10.0%; the prior-year disposal gain materially complicates that comparison. This is mixed operating resilience, not proof of a moat from margins.

  • Pricing freedom

    Observed pricing leverage and disclosed geographic price variation demonstrate practical menu-pricing discretion in company-operated restaurants. The supplied passages do not establish unrestricted franchise pricing authority or every contractual limitation.

Management69

  • Capital discipline

    Operating cash generation increased across fiscal 2024–2026 while funding restaurant investment, although fiscal 2026 included an extra week. Annual investment plus distributions exceeded operating cash generation and involved short-term borrowing. Latest quarterly cash generation weakened while distributions exceeded operating cash flow and borrowing increased. Acquisition returns are not established.

  • Incentive alignment

    Actual relative-TSR PSU grants, holding requirements, clawbacks, hedging restrictions and disclosed director ownership compliance support alignment. The $17 million special CEO award was granted in September 2025 with conditional July 2030 vesting; its size and missing executive ownership detail limit a stronger assessment.

  • Execution

    Multiyear comparable-sales growth, realized savings and synergies, and completed restaurant conversions demonstrate execution through operating outcomes. This assessment is indirect and does not verify management's industry-outperformance claims. Closures and weaker latest cash generation show uneven results.

  • Governance

    Annual elections, majority voting, independent committees and chair, special-meeting rights, actual auditor-service preapproval and expanded nomination aggregation provide concrete governance support. Annual director elections occurred in September 2026. Shareholders rejected the proposed low-support review policy, so it is not treated as adopted. Exceptional oversight outcomes are not established.

Sources and methodology

Current publication · Updated 20/10/2026 · Version 10

AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.

Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 28/10/2026

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, realized cost savings and acquisition synergies jointly support a current scale advantage. Relative cost superiority over named rivals is not quantified.

durability · 2/4 · Long-term distribution agreements and five years of comparable-sales growth support persistence. Bahama Breeze closures show uneven brand durability, and exclusive supply access or durable barriers to replication are not established.

customer dependency · 1/4 · Persistent comparable sales support brand preference indirectly, but do not demonstrate dependence. Geographic menu adaptation and the realized withdrawal of a brand indicate demand must continually be earned; customer contracts or switching friction are not established.

erosion resilience · 2/4 · Positive comparable sales, pricing leverage and productivity show capacity to absorb pressure. Actual supply disruptions, food-cost pressure and completed closures temper that evidence, while extensive non-cancellable leases constrain adjustment.

Pricing power56

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 2/4 · Disclosed pricing leverage partially offsets inflation. Olive Garden average checks increased from approximately $23 in fiscal 2024 to $24 in 2025 and $25 in 2026, but checks include mix, and pricing did not fully offset food inflation and mix effects.

retention · 2/4 · Five consecutive years of positive comparable sales at the three largest brands and continued quarterly comparable growth support repeat demand indirectly. These results do not measure individual customer retention or establish traffic growth. Bahama Breeze closures and its exclusion from quarterly comparables limit portfolio-wide inference.

margin resilience · 2/4 · Pricing, sales leverage and productivity absorbed substantial labor and restaurant inflation, but food costs increased as a share of sales. Latest operating margin declined from 11.1% to 10.0%; the prior-year disposal gain materially complicates that comparison. This is mixed operating resilience, not proof of a moat from margins.

contractual freedom · 3/4 · Observed pricing leverage and disclosed geographic price variation demonstrate practical menu-pricing discretion in company-operated restaurants. The supplied passages do not establish unrestricted franchise pricing authority or every contractual limitation.

Predictability100

5 consecutive published 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
observedAnnualPeriods
5.00

Financial strength64

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, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or reported pretax profit plus reported gross interest expense. Reported EBIT is distinct from GAAP operating income and gross interest. 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

Capital allocation99

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, an original issuer-reported unadjusted EBIT reconciled to net income, income tax and signed net interest, or EBIT calculated from reported pretax profit plus reported gross interest expense; the issuer-reported EBIT is distinct from GAAP operating income and gross interest; 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. ROIC remains undefined for nonpositive invested capital; the explicit asset-return alternative does not change the ROIC chart. Missing financial inputs alone never trigger an alternative. 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

Management69

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · Operating cash generation increased across fiscal 2024–2026 while funding restaurant investment, although fiscal 2026 included an extra week. Annual investment plus distributions exceeded operating cash generation and involved short-term borrowing. Latest quarterly cash generation weakened while distributions exceeded operating cash flow and borrowing increased. Acquisition returns are not established.

incentive alignment · 3/4 · Actual relative-TSR PSU grants, holding requirements, clawbacks, hedging restrictions and disclosed director ownership compliance support alignment. The $17 million special CEO award was granted in September 2025 with conditional July 2030 vesting; its size and missing executive ownership detail limit a stronger assessment.

execution · 3/4 · Multiyear comparable-sales growth, realized savings and synergies, and completed restaurant conversions demonstrate execution through operating outcomes. This assessment is indirect and does not verify management's industry-outperformance claims. Closures and weaker latest cash generation show uneven results.

governance · 3/4 · Annual elections, majority voting, independent committees and chair, special-meeting rights, actual auditor-service preapproval and expanded nomination aggregation provide concrete governance support. Annual director elections occurred in September 2026. Shareholders rejected the proposed low-support review policy, so it is not treated as adopted. Exceptional oversight outcomes are not established.

Evidence

Our sourcing staff sources, negotiates, and purchases food and supplies from more than 1,400 suppliers whose products originate in more than 30 countries.

2026 Form 10-K, business: sourcing staff and supplier coverage · Filed 24/07/2026

We leverage competitive bids, long-term contracts, and strategic supplier relationships to manage availability and cost of products.

2026 Form 10-K, business: competitive bids, contracts and supplier relationships · Filed 24/07/2026

We enter into long-term agreements with multiple third-party national distribution companies to deliver food and supplies to our restaurants.

2026 Form 10-K, business: long-term national distribution agreements · Filed 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.

2026 Form 10-K, business: demand forecasting and purchasing integration · Filed 24/07/2026

Olive Garden leverages the efficiency of national advertising, on both traditional and streaming television, supplemented with targeted digital media investments.

2026 Form 10-K, business: Olive Garden national advertising · Filed 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.

February 22, 2026 Form 10-Q, MD&A: food inflation, pricing and realized cost savings · Filed 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.

February 22, 2026 Form 10-Q, MD&A: realized Chuy’s synergies and integration costs · Filed 27/03/2026

Supply chain disruptions have increased some of our costs and limited the availability of certain products for our restaurants in the past and may continue to do so.

2026 Form 10-K, risk factors: realized supply disruption effects · Filed 24/07/2026

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

August 30, 2026 Form 10-Q, MD&A: increased marketing expense · Filed 02/10/2026

•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.

August 30, 2026 Form 10-Q, MD&A: food costs, inflation, brand mix and pricing leverage · Filed 02/10/2026

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.

2026 proxy, performance highlights: five consecutive years of positive comparable sales at three largest brands · Filed 10/08/2026

Fiscal Calendar Comparable Calendar Consolidated Darden1 3.1% 3.2% Olive Garden 1.1% 1.0% LongHorn Steakhouse 6.2% 6.8% Fine Dining 1.6% 1.0% Other Business1 3.8% 4.5% Note: Due to the transition from a 53-week to a 52-week fiscal year, year-over-year fiscal period comparisons are offset by one week.

Fiscal 2027 first-quarter results exhibit: segment comparable-sales results and calendar shift · Filed 24/09/2026

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.

2026 Form 10-K, business: Olive Garden franchise relationship and royalties · Filed 24/07/2026

The amount of income we derive from our franchise arrangements is not material to our consolidated financial statements.

2026 Form 10-K, business: immaterial franchise income · Filed 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.

August 30, 2026 Form 10-Q: completed Bahama Breeze closures and planned conversions · Filed 02/10/2026

Consumers at our restaurants may be sensitive to price increases, and if we increase menu prices as a result of increased food costs or remove menu items due to shortages, such responses may negatively impact our sales.

2026 Form 10-K, risk factors: potential customer sensitivity to menu price increases · Filed 24/07/2026

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.

2026 Form 10-K, risk factors: leased restaurant footprint and non-cancellable terms · Filed 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.

2026 Form 10-K, business: fiscal 2026 Olive Garden average check · Filed 24/07/2026

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.

2025 Form 10-K, business: fiscal 2025 Olive Garden average check · Filed 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.

2024 Form 10-K, business: fiscal 2024 Olive Garden average check · Filed 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.

2026 Form 10-K, business: geographic variation in Olive Garden menus and prices · Filed 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.

August 30, 2026 Form 10-Q, MD&A: labor inflation, productivity and sales leverage · Filed 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.

August 30, 2026 Form 10-Q, MD&A: restaurant expense inflation and pricing leverage · Filed 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

August 30, 2026 Form 10-Q, MD&A: operating expense and margin comparison · Filed 02/10/2026

Fiscal Q1 Reported to Adjusted Earnings Reconciliation Q1 2027 Q1 2026 $ in millions, except per share amounts Earnings Before Income Tax Income Tax Expense Net Earnings Diluted Net Earnings Per Share Earnings Before Income Tax Income Tax Expense Net Earnings Diluted Net Earnings Per Share Reported Earnings from Continuing Operations $ 269.0 $ 34.7 $ 234.3 $ 2.05 $ 293.8 $ 35.9 $ 257.9 $ 2.19 Adjustments: Chuy's transaction and integration related costs — — — — 3.6 0.9 2.7 0.02 Closed restaurants4 — — — — 3.1 0.8 2.3 0.02 Gain on Olive Garden Canada Sale — — — — (42.0) (10.5) (31.5) (0.26) Adjusted Earnings from Continuing Operations $ 269.0 $ 34.7 $ 234.3 $ 2.05 $ 258.5 $ 27.1 $ 231.4 $ 1.97 % Change vs Prior Year 4.1% 4 Costs related to the closure of 22 underperforming restaurants that were permanently closed during the fourth quarter of fiscal 2025 3 DARDEN RESTAURANTS, INC.

Fiscal 2027 first-quarter results exhibit: reported-to-adjusted earnings reconciliation and prior-year disposal gain · Filed 24/09/2026

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

2026 Form 10-K, consolidated cash flows: operating cash generation, investment and acquisitions · Filed 24/07/2026

CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) (Unaudited) Three Months Ended 8/30/2026 8/24/2025 Cash flows—operating activities Net earnings $ 233.4 $ 257.8 Losses from discontinued operations, net of tax 0.9 0.1 Adjustments to reconcile net earnings from continuing operations to cash flows: Depreciation and amortization 144.2 135.1 Impairments and (gain) loss on disposal of assets, net (3.9) (42.0) Stock-based compensation expense 26.6 25.0 Change in current assets and liabilities and other, net (122.2) (33.5) 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 equipment 8.8 20.3 Purchases of capitalized software and changes in other assets, net (4.8) (5.5) Net cash used in investing activities of continuing operations $ (171.3) $ (159.3) Cash flows—financing activities Net proceeds from issuance of common stock 20.0 8.8 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, net 285.9 142.0 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 cash 1.0 (29.0) Cash, cash equivalents, and restricted cash - beginning of period 227.6 254.5 Cash, cash equivalents, and restricted cash - end of period $ 228.6 $ 225.5 Reconciliation of cash, cash equivalents, and restricted cash: 8/30/2026 8/24/2025 Cash and cash equivalents $ 220.5 $ 211.0 Restricted cash included in prepaid expenses and other current assets 8.1 14.5 Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 228.6 $ 225.5 7

Fiscal 2027 first-quarter results exhibit: cash generation, investment, distributions, equity issuance and short-term borrowing · Filed 24/09/2026

1,206.7 $ 1,049.6 Losses from discontinued operations, net of tax 7.0 1.4 Adjustments to reconcile net earnings from continuing operations to cash flows: Depreciation and amortization 561.1 516.1 Impairments and disposal of assets, net (10.7) 49.2 Stock-based compensation expense 79.1 79.1 Change in current assets and liabilities and other, net 9.9 11.6 Net cash provided by operating activities of continuing operations $ 1,853.1 $ 1,707.0 Cash flows—investing activities Purchases of land, buildings and equipment (734.0) (644.6) Proceeds from disposal of land, buildings and equipment 45.5 2.5 Cash used in business acquisitions, net of cash acquired — (613.7) Purchases of capitalized software and changes in other assets, net (22.9) (22.5) Net cash used in investing activities of continuing operations $ (711.4) $ (1,278.3) Cash flows—financing activities Net proceeds from issuance of common stock 25.0 55.6 Dividends paid (693.0) (658.5) Repurchases of common stock (671.7) (418.2) Proceeds from (repayments of) short-term debt, net 194.0 (86.8) Proceeds from issuance of long-term debt, net — 750.0 Principal payments on finance leases, net (18.1) (21.0) Payments of debt issuance costs — (6.9) Net cash used in financing activities of continuing operations $ (1,163.8) $ (385.8) Cash flows—discontinued operations Net cash used in operating activities of discontinued operations (4.8) (8.5) Net cash used in discontinued operations $ (4.8) $ (8.5) Increase (decrease) in cash, cash equivalents, and restricted cash

Fiscal 2026 results exhibit: annual cash generation, investment, distributions and financing · Filed 25/06/2026

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

August 30, 2026 Form 10-Q: two completed Bahama Breeze conversions · Filed 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.

2026 proxy, long-term incentives: actual relative-TSR PSU grants · Filed 10/08/2026

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 • Minimum three-year vesting period on annual equity awards • No executive officer employment agreements • Regular shareholder engagement process The Compensation Committee considered these practices in designing the CEO Special Equity Award (as defined below), which was granted to the Company’s President and CEO in September 2025.

2026 proxy, compensation practices: holding requirements, clawback, hedging restrictions and vesting · Filed 10/08/2026

As of May 31, 2026, all of our directors were in compliance with the stock ownership guidelines.

2026 proxy: director ownership-guideline compliance at May 31, 2026 · Filed 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.

2026 proxy: CEO special award target value and conditional July 2030 vesting · Filed 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).

2026 proxy: September 24, 2025 grant date of CEO special award · Filed 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.

2026 proxy, governance: annual elections, majority voting, independent committees and shareholder rights · Filed 10/08/2026

• The Chair of the Board is independent, and independent directors meet regularly in executive session.

2026 proxy, governance: independent chair and executive sessions · Filed 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.

2026 proxy, audit oversight: actual preapproval of specified auditor services · Filed 10/08/2026

(i) Elected the following 9 directors to serve until the next annual meeting of shareholders or until his or her successor is elected and qualified.

September 23, 2026 annual-meeting results: nine directors elected for annual terms · Filed 24/09/2026

For 96,586,896 Against 5,594,908 Abstain 52,106 Broker Non-Vote 0 (iv) Did not approve the shareholder proposal requesting the Company adopt a policy for review of low director support.

September 23, 2026 annual-meeting results: rejection of low-director-support review policy proposal · Filed 24/09/2026

The Amendments to the Bylaws (i) increase the maximum number of shareholders permitted to aggregate holdings for purposes of satisfying minimum ownership requirements applicable to director nominations from 10 shareholders to 20 shareholders; (ii) revise director nomination procedures to address universal proxy rules under Rule 14a-19 under the Securities Exchange Act of 1934, as amended; (iii) update certain notice provisions; (iv) revise provisions relating to the timing of the annual meeting of shareholders; and (v) remove outdated and obsolete provisions.

June 24, 2026 bylaw amendments: expanded shareholder aggregation for director nominations · Filed 25/06/2026

Q1 Sales Q1 Segment Profit ($ in millions) 2027 2026 2027 2026 Consolidated Darden $3,200.3 $3,044.7 Olive Garden $1,329.8 $1,301.1 $270.8 $267.6 LongHorn Steakhouse $860.9 $776.4 $154.6 $134.9 Fine Dining $304.2 $286.5 $39.6 $38.7 Other Business $705.4 $680.7 $111.5 $109.3 1 Quarter same-restaurant sales is a 13-week metric and excludes the impact of Bahama Breeze as all locations are expected to be closed or converted to other brands by Q4 fiscal 2027.

Fiscal 2027 first-quarter results exhibit: comparable-sales exclusion of Bahama Breeze · Filed 24/09/2026

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.

2026 Form 10-K: 53-week fiscal 2026 versus 52-week preceding years · Filed 24/07/2026

4 Annual same-restaurant sales is a 52-week metric and excludes the impact of Chuy’s, as they were not owned and operated by Darden for a 16-month period prior to the beginning of Fiscal 2026, as well as Bahama Breeze as all locations are expected to be closed or converted to other brands (between Q3 fiscal 2026 and Q4 fiscal 2027).

Fiscal 2026 results exhibit: annual comparable-sales exclusions and 52-week measurement · Filed 25/06/2026

Publication history

Publication history
VersionUpdatedCompetitive advantage
1028/10/2026narrow
928/10/2026narrow
824/10/2026narrow
723/10/2026narrow
622/10/2026narrow
519/10/2026narrow
419/10/2026narrow
318/10/2026narrow
218/10/2026narrow
118/10/2026Unavailable

Sources

Research methodology and limitations · What is an economic moat?