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DRIDarden Restaurants

Consumer discretionary · Restaurants · NYSE
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The 10-K against last year's

117 changes: 17 added, 18 removed, 80 reworded, 2 quiet changes

10-K Jul 24, 2026 vs Jul 18, 2025
Risk FactorsRedline ↓
14.8%
of the text changed · 9,596 words now
27.5%
of the text changed · 5,398 words now
Legal ProceedingsRedline ↓
8.6%
of the text changed · 433 words now
Accounting PoliciesRedline ↓
19.3%
of the text changed · 5,824 words now

10-K 0000940944-26-000025 (2026-07-24) vs 10-K 0000940944-25-000038 (2025-07-18)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Accounting Policies 170 words changed in this paragraph; it is 47% similar to last year's version.
Land, buildings and equipment, operating lease right-of-use assets assets, and certain other assets, including definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the assets. Identifiable cash flows are measured at the lowest level for which they are largely independent of the cash flows of other groups of assets and liabilities, generally at the restaurant level. If such assets are determined to be impaired, the recognized impairment is measured by the amount by which the carrying amount of the assets exceeds their fair value. Fair value is generally determined based on appraisals, sales prices of comparable assets or discounted future net cash flows expected to be generated by the assets. Restaurant sites and certain other assets to be disposed of are reported at the lower of their carrying amount or fair value, less estimated costs to sell, and are included in assets held for sale on our consolidated balance sheets when certain criteria are met. These criteria include, among other factors, the requirement that the likelihood of disposing of these assets within one year is probable. Assets not meeting the “held for sale” criteria remain in land, buildings and equipment until their disposal is probable within one year.

Source: Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000940944-26-000025 vs Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000940944-25-000038

Risk Factors 151 words changed in this paragraph; it is 33% similar to last year's version.
The restaurant industry is subject to extensive federal, state, local local, and international laws and regulations. The development and operation of restaurants depends on the selection and acquisition of suitable sites to a significant extent, which are subject to building, zoning, land use, environmental, traffic and other regulations and requirements. We are subject to licensing and regulation by state and local authorities relating to health, sanitation, safety and fire standards and the sale of alcoholic beverages. We are subject to laws and regulations relating to the preparation and sale of food, including regulations regarding product safety, nutritional content and menu labeling. We are subject to federal, state, and local laws governing employment practices and working conditions. These laws cover minimum wage rates, wage and hour practices, labor relations, paid and family leave, workplace safety, and immigration, among others. The myriad of laws and regulations being passed at the state and local level creates unique challenges for a multi-state employer as different standards apply to different locations, sometimes with conflicting requirements. We must continue to monitor and adapt our employment practices to comply with these various laws and regulations.

Source: Item 1A, 10-K 0000940944-26-000025 vs Item 1A, 10-K 0000940944-25-000038

MD&A 115 words changed in this paragraph; it is 46% similar to last year's version.
On October 23, 2023, we entered into a $1.25 billion Revolving Credit Agreement (Revolving (the “Revolving Credit Agreement) Agreement”) with Bank of America, N.A. (BOA), (“BOA”), as administrative agent, and the lenders and other agents party thereto. The Revolving Credit Agreement is a senior unsecured credit commitment to the Company and contains customary representations and affirmative and negative covenants (including limitations on liens and subsidiary debt and a maximum consolidated lease adjusted total debt to total capitalization ratio of 0.75 to 1.00) and events of default usual for credit facilities of this type. As of May 25, 2025, we had no outstanding balances and were in compliance with all covenants under the Revolving Credit Agreement. As of May 25, 2025, $0.2 million of letters of credit were outstanding, which was backed by this facility. After consideration of letters of credit backed by the Revolving Credit Agreement, as of May 25, 2025, we had $1.25 billion of credit available under the Revolving Credit Agreement.

Source: Item 7, 10-K 0000940944-26-000025 vs Item 7, 10-K 0000940944-25-000038

Legal Proceedings 52 words changed in this paragraph; it is 87% similar to last year's version.
At May 25, 2025 31, 2026 and May 26, 2024, 25, 2025, we had $76.5 $83.3 million and $71.0 $76.5 million, respectively, of guarantees associated with leased properties that have been assigned to third parties, primarily related to the disposition of Red Lobster in fiscal 2015. 2015 and the sale of the Olive Garden Canada Restaurants during the first quarter of 2026. These amounts represent the maximum potential amount of future payments under the guarantees. The fair value of the maximum potential payments discounted at our weighted-average cost of capital at May 25, 2025 31, 2026 and May 26, 2024, 25, 2025, amounted to $61.2 $64.7 million and $57.7 $61.2 million, respectively. In the event of default by a third party, the indemnity and default clauses in our assignment agreements govern our ability to recover from and pursue the third party for damages incurred as a result of its default. We do not hold any third-party assets as collateral related to these assignment agreements, except to the extent that the assignment allows agreements permit us to repossess recapture the building and personal property. At May 25, 2025 and May 26, 2024, the related leasehold interest. The liability recorded for our expected credit losses under these leases as of May 31, 2026 and May 25, 2025 was $10.4 million and $10.6 million. million, respectively. These guarantees expire over their respective lease terms, which range from fiscal 2026 2027 through fiscal 2034. 2035.

Source: Item 3, via Note 16 – COMMITMENTS AND CONTINGENCIES, 10-K 0000940944-26-000025 vs Item 3, via Note 16 – COMMITMENTS AND CONTINGENCIES, 10-K 0000940944-25-000038

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of DRI's Risk Factors and MD&A, 10-K 2026-07-24 against 10-K 2025-07-18. Each links to the text at sec.gov.

RemovedRisk Factors
Our long-term growth depends substantially on our ability to recruit and retain high-quality team members to work in and manage our restaurants. Adequate staffing and retention of qualified restaurant team members is a critical factor impacting our

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedRisk Factors
investments and other expenditures to comply with new legal requirements, investigate security incidents, remedy cybersecurity issues, recuperate lost data, prevent future compromises and adapt systems and practices to react to the changing threat environment.

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedRisk Factors
The inability to successfully integrate the Chuy’s brand’s operations into our business could harm our ability to achieve the sales growth, cost savings and other benefits we expect to be able to realize from Chuy’s operations.

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedRisk Factors
The integration of the Chuy’s business into our operations is a complex, costly and time-consuming process that may not be successful. The primary areas of focus for successfully combining the business of Chuy’s with our operations include, among others: retaining and integrating management and other key employees; integrating information, communications and other systems; and managing the growth of the combined company.

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedRisk Factors
Even if we successfully integrate the business of Chuy’s into our operations, there can be no assurance that we will realize the anticipated benefits. We expect that the acquisition of Chuy’s will result in various benefits for the combined company including, among others, business and growth opportunities and significant synergies from increased efficiency in purchasing, distribution and other restaurant and corporate support. Increased competition and/or deterioration in business conditions may limit or delay our ability to expand this business. As such, we may not be able to realize the synergies, goodwill, business opportunities and growth prospects anticipated in connection with the acquisition of Chuy’s.

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedRisk Factors
As a result, we may be required to close or relocate a restaurant, which could subject us to construction and other costs and risks that may have an adverse effect on our operating performance.

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedRisk Factors
losses are reported as a component of cost of sales in our Consolidated Statements of Earnings included in our consolidated financial statements.

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedMD&A
•Impairments and disposal of assets, net increased as a percent of sales primarily due to the decision to close twenty-two underperforming restaurant locations during the fourth quarter of fiscal 2025.

Read it in 10-K 2025-07-18 at sec.gov ↗

Show the other 10
RemovedMD&A
H.R. 1., also known as the One Big Beautiful Bill Act (OBBBA), was enacted on July 4, 2025. The legislation includes several provisions that may impact the timing and magnitude of certain tax deductions. Key provisions include the permanent extension of several business tax benefits originally introduced under the 2017 Tax Cuts and Jobs Act. We are currently evaluating the provisions of the OBBBA to assess their potential impact on our financial position, results of operations and cash flows.

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedMD&A
We evaluate our leases at their inception to estimate their expected term, which commences on the date when we have the right to control the use of the leased property and includes the non-cancelable base term plus all option periods we are reasonably certain to exercise. Our judgment in determining the appropriate expected term and discount rate for each lease affects our evaluation of:

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedMD&A
These judgments may produce materially different amounts of lease liabilities and right-of-use assets recognized on our consolidated balance sheets, as well as depreciation, amortization, interest and rent expense recognized in our consolidated statements of earnings if different discount rates and expected lease terms were used.

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedMD&A
During fiscal 2025, we elected to perform a qualitative assessment for our annual review of goodwill and trademarks to determine whether or not indicators of impairment exist. In considering the qualitative approach related to goodwill, we evaluated factors including, but not limited to, macro-economic conditions, market and industry conditions, commodity cost fluctuations, competitive environment, share price performance, results of prior impairment tests, operational stability, the overall financial performance of the reporting units and the impacts of discount rates. As it relates to trademarks, we evaluate similar factors from the goodwill assessment, in addition to impacts of royalty rates. As a result of the qualitative assessment, no indicators of impairment were identified, and no additional indicators of impairment were identified through the end of our fourth fiscal quarter that would require us to test further for impairment.

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedMD&A
Assessment of uncertain tax positions requires judgments relating to the amounts, timing and likelihood of resolution. As described in Note 13 of the Notes to Consolidated Financial Statements (Part II, Item 8 of this report), the $21.4 million balance of unrecognized tax benefits at May 25, 2025, includes $1.3 million related to tax positions for which it is reasonably possible that the total amounts could change during the next 12 months based on the outcome of examinations. All of such $1.3 million relates to items that would impact our effective income tax rate.

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedMD&A
On September 16, 2024, we entered into a senior unsecured $600 million 2-year Term Loan Credit Agreement (Term Loan Agreement) with BOA, as administrative agent, the lenders and other agents party thereto, the material terms of which were consistent with the Revolving Credit Agreement. The intended use of the proceeds was to finance our acquisition of Chuy’s and we subsequently terminated the Term Loan Agreement on October 3, 2024, in connection with the closing of our senior notes issuance discussed below. We did not draw any funds, and there were never any outstanding borrowings under the Term Loan Agreement.

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedMD&A
On October 3, 2024, we issued and sold $400.0 million aggregate principal amount of 4.350 percent Senior Notes due 2027 (2027 Notes) and $350.0 million aggregate principal amount of 4.550 percent Senior Notes due 2029 (2029 Notes and, together with the 2027 Notes, the Notes), pursuant to the provisions of the Underwriting Agreement, dated September 30, 2024, among the Company and BofA Securities, Inc., Truist Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes were issued under the Company’s Indenture, dated as of January 1, 1996, between the Company and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association, successor to Wells Fargo Bank Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association), as trustee (Base Trustee), as amended and supplemented by the Second Supplemental Indenture, dated as of October 4, 2023, among the Company, the Base Trustee and U.S. Bank Trust Company, National Association, as a successor trustee with respect to the Notes. We used the proceeds from our issuance of the Notes to finance our acquisition of Chuy’s and for general corporate purposes.

Read it in 10-K 2025-07-18 at sec.gov ↗

RemovedMD&A
The 2027 Notes will mature on October 15, 2027, and the 2029 Notes will mature on October 15, 2029. Interest on the Notes will be paid semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2025, to holders of record on the preceding March 31 or September 30, as the case may be.

Read it in 10-K 2025-07-18 at sec.gov ↗

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