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# Darden Restaurants (DRI) - Recent Events ## Filings that contain financial statements Darden's earnings press releases, furnished as Exhibit 99.1 to Form 8-K, carry unaudited income statements, balance sheets and cash flow statements. - Form 8-K, September 24, 2026, accession 0000940944-26-000032: fiscal 2027 first quarter (13 weeks ended August 30, 2026). Statement of earnings, balance sheet (August 30, 2026 vs. May 31, 2026) and statement of cash flows, with the prior-year quarter ended August 24, 2025. - Form 8-K, June 25, 2026, accession 0000940944-26-000016: fiscal 2026 fourth quarter and full year (53 weeks ended May 31, 2026). Statements of earnings (three and twelve months), balance sheet and twelve-month cash flows. - Form 8-K, March 19, 2026, accession 0000940944-26-000005: fiscal 2026 third quarter (ended February 22, 2026). Statements of earnings (three and nine months), balance sheet and nine-month cash flows. - Form 8-K, December 18, 2025, accession 0000940944-25-000067: fiscal 2026 second quarter (ended November 23, 2025). Statements of earnings (three and six months), balance sheet and six-month cash flows. - Form 8-K, September 18, 2025, accession 0000940944-25-000045: fiscal 2026 first quarter (ended August 24, 2025). Statement of earnings, balance sheet and cash flows. ## Earnings and guidance - **September 24, 2026 (0000940944-26-000032), fiscal 2027 first quarter.** Sales rose 5.1% to $3,200.3 million. Blended same-restaurant sales rose 3.1% on a fiscal calendar basis (3.2% on a comparable calendar basis); Olive Garden +1.1%, LongHorn Steakhouse +6.2%, Fine Dining +1.6%, Other Business +3.8%. Reported diluted EPS from continuing operations was $2.05, against $2.19 reported and $1.97 adjusted a year earlier (up 4.1% on the adjusted figure; the prior-year reported figure included a $42.0 million gain on the Olive Garden Canada sale). The company reaffirmed fiscal 2027 diluted EPS from continuing operations of $11.10 to $11.35. Because fiscal 2026 had 53 weeks and fiscal 2027 has 52, the fiscal calendar is offset one week from the prior-year quarter. - **June 25, 2026 (0000940944-26-000016), fiscal 2026 fourth quarter and full year.** Fourth-quarter sales rose 13.7% to $3.72 billion, helped by the 53rd week (7.6% of growth); same-restaurant sales rose 4.6% and adjusted diluted EPS from continuing operations was $3.66 (+22.8%; reported $3.54). Full-year sales rose 9.4% to $13.21 billion, same-restaurant sales rose 4.5%, reported diluted EPS from continuing operations was $10.44 and adjusted was $10.64 (+11.4%). The extra week added $0.25 to EPS. - **Fiscal 2027 outlook, issued June 25, 2026:** sales of $13.60 billion to $13.75 billion; same-restaurant sales growth of 2.5% to 3.5%; 75 to 80 new restaurants; capital spending of about $875 million; inflation of about 3.0%; effective tax rate of about 13.5%; diluted EPS from continuing operations of $11.10 to $11.35; EBITDA of $2.26 billion to $2.29 billion; about 114 million diluted shares. - **Fiscal 2026 guidance path.** On December 18, 2025 (0000940944-25-000067) the company raised its fiscal 2026 sales growth outlook to 8.5% to 9.3% from the 7.5% to 8.5% given on September 18, 2025 (0000940944-25-000045), and kept adjusted diluted EPS from continuing operations at $10.50 to $10.70. On March 19, 2026 (0000940944-26-000005) it updated again to $10.57 to $10.67, with sales growth of about 9.5%. The year closed at $10.64 adjusted. - **Earlier fiscal 2026 quarters.** First quarter (September 18, 2025, 0000940944-25-000045): sales up 10.4% to $3.0 billion with the Chuy's acquisition contributing, adjusted EPS $1.97. Second quarter (December 18, 2025): sales up 7.3% to $3.1 billion, same-restaurant sales +4.3%, adjusted EPS $2.08. Third quarter (March 19, 2026): sales up 5.9% to $3.3 billion, same-restaurant sales +4.2%, adjusted EPS $2.95. ## Capital actions - **Dividend.** Quarterly dividend of $1.50 per share through the fiscal 2026 third-quarter declaration. On June 24, 2026 the board declared $1.62 per share, an 8.0% increase, payable August 3, 2026 to holders of record July 10, 2026 (declaration date per 10-K 0000940944-26-000025 Note 17; announced June 25, 2026 in 0000940944-26-000016). On September 23, 2026 it declared another $1.62 per share (announced September 24, 2026), payable November 2, 2026 to holders of record October 9, 2026 (declaration date per 10-Q 0000940944-26-000042 Note 13; announcement in 0000940944-26-000032). - **Share repurchases.** On June 24, 2026 the board authorized a new $1.5 billion repurchase program with no expiration, replacing the prior authorization (0000940944-26-000016). Repurchases were $138 million in fiscal 2026's fourth quarter; in the fiscal 2027 first quarter the company bought about 1.1 million shares for $222.3 million including excise tax, leaving $1.3 billion under the authorization (0000940944-26-000032). - **Short-term borrowing.** Per the cash flow statement, net short-term debt proceeds were $285.9 million in the fiscal 2027 first quarter, and short-term debt and current portion of long-term debt stood at $979.7 million at August 30, 2026 against $693.6 million at May 31, 2026 (0000940944-26-000032). ## Portfolio changes - **Bahama Breeze.** The June 2025 earnings release (0000940944-25-000028) noted 28 Bahama Breeze restaurants. Per the quarterly report for the period ended August 30, 2026 (0000940944-26-000042), the company announced on February 3, 2026 that it would permanently close about half of the restaurants (completed on or about April 5, 2026) and convert the rest to other Darden brands over 12 to 18 months. Ten Bahama Breeze restaurants remained at August 30, 2026 (0000940944-26-000032). The March 19, 2026 release cites $0.16 per share of impairment tied to the closures. This announcement is not in a Form 8-K; it appears in the earnings releases and the quarterly report. - **Olive Garden Canada sale.** The fiscal 2026 first-quarter release (0000940944-25-000045) reports a $42.0 million pre-tax gain ($0.26 per share) on the sale of the Olive Garden Canada restaurants, excluded from adjusted EPS. The sale of eight Olive Garden restaurants in Canada to Recipe Unlimited Corporation closed on July 14, 2025, and Recipe operates them under area development and franchise agreements (10-K 0000940944-26-000025, Item 1). - **Chuy's.** Darden completed the Chuy's acquisition on October 11, 2024 for aggregate consideration of about $660 million (Form 8-K, 0000940944-24-000062); it is closed, not pending. Chuy's transaction and integration costs were $0.03 per share in the fiscal 2026 second quarter (0000940944-25-000067) and $0.02 in the first quarter (0000940944-25-000045); none remain in the fiscal 2027 first quarter. ## Management and governance - **June 20, 2025 (0000940944-25-000028):** Olive Garden President Dan Kiernan (who gave notice on June 13, 2025) announced his retirement effective August 31, 2025; John Wilkerson, then President of Cheddar's Scratch Kitchen, approved by the board on June 18, 2025, succeeded him effective September 1, 2025. - **September 19, 2025 (0000940944-25-000048):** independent directors approved a special performance stock unit award for CEO Ricardo Cardenas with a $17,000,000 target value, vesting July 24, 2030. All nine directors were re-elected at the September 17, 2025 annual meeting; the shareholder proposal on greenhouse gas targets failed. - **June 25, 2026 (0000940944-26-000016):** the board amended the bylaws effective June 24, 2026, raising the cap on shareholders who may aggregate holdings to meet director-nomination ownership requirements from 10 to 20 and updating universal proxy and notice provisions. - **September 24, 2026 (0000940944-26-000035):** at the September 23, 2026 annual meeting all nine directors were elected, executive compensation was approved (83.7 million for, 8.3 million against), KPMG LLP was ratified for the fiscal year ending May 30, 2027, and a shareholder proposal on a policy for review of low director support failed.