Sec Form 3 Filing - Williamson Laura B @ DARDEN RESTAURANTS INC - 2024-05-27

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Williamson Laura B 2. Issuer Name and Ticker or Trading Symbol DARDEN RESTAURANTS INC [ DRI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, LongHorn Steakhouse (Last) (First) (Middle) 1000 DARDEN CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/27/2024 (Street) ORLANDO, FL32837 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10,043.668 ( 1 ) D Common Stock 881.6087 I By 401k Common Stock 5,337.144 ( 1 ) I By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Restricted Stock Units (FY21) ( 2 ) $ 0 ( 5 ) ( 3 ) 07/28/2024 Common Stock 1,010 ( 4 ) D Restricted Stock Units (FY22 Annual Grant) $ 0 ( 6 ) 07/28/2024 07/28/2024 Common Stock 341 D Restricted Stock Units (FY23 Annual Grant) $ 0 ( 6 ) 07/27/2025 07/27/2025 Common Stock 429 D Restricted Stock Units (FY24 Annual Grant) $ 0 ( 6 ) 07/26/2026 07/26/2026 Common Stock 301 D Stock Option (Right to Buy) $ 78.84 ( 7 ) 07/29/2030 Common Stock 2,714 D Stock Option (Right to Buy) $ 85.83 ( 8 ) 07/26/2027 Common Stock 2,225 D Stock Option (Right to Buy) $ 107.05 ( 9 ) 07/25/2028 Common Stock 2,289 D Stock Option (Right to Buy) $ 121.47 ( 10 ) 07/27/2032 Common Stock 1,448 D Stock Option (Right to Buy) $ 124.24 ( 11 ) 07/24/2029 Common Stock 2,545 D Stock Option (Right to Buy) $ 148.2 ( 12 ) 07/28/2031 Common Stock 1,212 D Stock Option (Right to Buy) $ 169.02 ( 13 ) 07/26/2033 Common Stock 906 D Performance Restricted Stock Units (FY21) ( 14 ) $ 0 ( 5 ) ( 15 ) 07/29/2024 Common Stock 404 ( 16 ) I By Spouse Phantom Stock ( 17 ) ( 17 ) ( 17 ) Common Stock 324.9589 ( 18 ) I By Spouse Restricted Stock Units (FY22 Annual Grant) $ 0 ( 6 ) 07/28/2024 07/28/2024 Common Stock 136 I By Spouse Restricted Stock Units (FY23 Annual Grant) $ 0 ( 6 ) 07/27/2025 07/27/2025 Common Stock 171 I By Spouse Restricted Stock Units (FY24 Annual Grant) $ 0 ( 6 ) 07/26/2026 07/26/2026 Common Stock 120 I By Spouse Stock Option (Right to Buy) $ 78.84 ( 7 ) 07/29/2030 Common Stock 1,086 I By Spouse Stock Option (Right to Buy) $ 107.05 ( 9 ) 07/25/2028 Common Stock 1,263 I By Spouse Stock Option (Right to Buy) $ 121.47 ( 10 ) 07/27/2032 Common Stock 579 I By Spouse Stock Option (Right to Buy) $ 124.24 ( 11 ) 07/24/2029 Common Stock 1,018 I By Spouse Stock Option (Right to Buy) $ 148.2 ( 12 ) 07/28/2031 Common Stock 485 I By Spouse Stock Option (Right to Buy) $ 169.02 ( 13 ) 07/26/2033 Common Stock 363 I By Spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Williamson Laura B 1000 DARDEN CENTER DRIVE ORLANDO, FL32837 President, LongHorn Steakhouse Signatures Jessica P. Lange, Attorney-in-fact for Williamson, Laura B. 06/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes shares acquired pursuant to the Darden Restaurants, Inc. Employee Stock Purchase Plan and dividend reinvestment feature of the Plan. ( 2 )On July 29, 2020, the Reporting Person was awarded 2,020 target performance restricted stock units (PSUs) subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 29, 2020 thro ugh May 28, 2023. ( 3 )This option vests in two equal annual installments beginning on July 29, 2023. ( 4 )On June 20, 2023, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 2,020 PSUs being earned in accordance with the provisions of the applicable award agreement. ( 5 )Performance restricted stock units convert into common stock on a one-for-one basis. ( 6 )Restricted stock units convert into common stock on a one-for-one basis. ( 7 )This option vested in two equal annual installments beginning on July 29, 2023. ( 8 )This option vested in two equal annual installments beginning on July 26, 2020. ( 9 )This option vested in two equal annual installments beginning on July 25, 2021. ( 10 )This option vests in two equal annual installments beginning on July 27, 2025. ( 11 )This option vested in two equal annual installments beginning on July 24, 2022. ( 12 )This option vests in two equal annual installments beginning on July 28, 2024. ( 13 )This option vests in two equal annual installments beginning on July 26, 2026. ( 14 )On July 29, 2020, the Reporting Person was awarded 808 target performance restricted stock units (PSUs) subject to the achievement of performance criteria (relative total shareholder return as compared to a selected comparison group) from July 29, 2020 through May 28, 2023. ( 15 )This grant vests in two equal annual installments beginning on July 29, 2023. ( 16 )On June 20, 2023, the Compensation Committee of the Board of Directors determined the final results under the applicable performance criteria resulting in 404 PSUs being earned in accordance with the provisions of the applicable award agreement. ( 17 )Each share of phantom stock is the economic equivalent of one share of DRI common stock. The share of phantom stock becomes payable in cash upon settlement. ( 18 )Includes phantom stock acquired under the Darden Restaurants, Inc. FlexComp Plan based on information provided by the plan administrator as of May 27, 2024.

Remarks: poawilliamson.txt

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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