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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.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
In addition, our ability to offset the effects of inflation through pricing actions may be constrained by competitive dynamics and consumer demand sensitivity, and if menu pricing does not sufficiently offset rising costs or adversely affects guest traffic, our operating margins and results of operation could be adversely affected.

Read it in 10-K 2026-07-24 at sec.gov ↗

AddedRisk Factors
may also increase at any time, thereby further increasing our costs. In addition, if property and liability insurance becomes less available or more difficult to obtain, we may incur higher premium costs and face increased exposure to uninsured losses.

Read it in 10-K 2026-07-24 at sec.gov ↗

AddedRisk Factors
efforts to ensure that our providers are observing proper standards and controls, we cannot guarantee that breaches or failures caused by these outsourced providers will not occur.

Read it in 10-K 2026-07-24 at sec.gov ↗

AddedRisk Factors
The restaurant industry is subject to extensive federal, state, 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

Read it in 10-K 2026-07-24 at sec.gov ↗

AddedRisk Factors
Consumers are continually changing health and dietary preferences. As a result, our diverse portfolio of restaurant brands is continually challenged to evolve our menu offerings to appeal to these changing customer preferences, while maintaining our

Read it in 10-K 2026-07-24 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 ↗

Show the other 53
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 ↗

RewordedRisk Factors
The ability to open and profitably operate restaurants is subject to various risks, such as the identification and availability of suitable and economically viable locations; the negotiation of acceptable lease or purchase terms for new locations; the need to obtain all required governmental permits (including permits, including zoning approvals and liquor licenses) licenses, on a timely basis; the need to comply with other regulatory requirements; the availability of necessary contractors and subcontractors; the ability to meet construction schedules and budgets; the ability to manage union activities activities, such as picketing or hand billing which could delay construction; increases in labor and building material costs; supply chain disruptions; the availability of financing at acceptable rates and terms; changes in patterns or severity of weather or other acts of God that could result in construction delays and adversely affect the results of one or more restaurants for an indeterminate amount of time; and our ability to hire and train qualified management personnel and general economic and business conditions.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedRisk Factors
As information security laws and regulations change and cyber risks evolve, we may be required to make significant capital 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 2026-07-24 at sec.gov ↗

RewordedRisk Factors
In addition, a variety of risks are associated with the use of social media, media for business purposes presents various risks, including the improper disclosure of proprietary information, negative comments about us, exposure of personally identifiable information, fraud, or out-of-date and the dissemination of inaccurate information.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedRisk Factors
Economic recession, a protracted economic slowdown, a worsening economy, political instability, increased unemployment, increased inflation, increased energy prices, rising interest rates, a downgrade of the U.S. government’s long-term credit rating, imposition of retaliatory tariffs on important U.S. imports and exports or other industry-wide cost pressures have affected and can continue to affect consumer behavior and spending for restaurant dining occasions and lead to a decline in sales and earnings.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedRisk Factors
Shortages, delays delays, or interruptions in the supply of food items and other supplies to our restaurants may be caused by animal disease outbreaks affecting livestock and/or poultry; severe weather; natural disasters such as hurricanes, tornadoes, floods, droughts, wildfires wildfires, and earthquakes; macroeconomic conditions (such conditions, such as tariffs and trade disputes) disputes, resulting in disruptions to the shipping and transportation industries; labor issues issues, such as increased costs or worker shortages or other operational disruptions at our suppliers, vendors vendors, or other service providers; the inability of our vendors or service providers to manage adverse business conditions, obtain credit credit, or remain solvent; or other conditions beyond our control.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedRisk Factors
A failure to maintain appropriate the organizational capacity and capability necessary to support leadership excellence (adequate resources, innovative skill sets and expectations) and build develop adequate bench strength with the key skill sets required for growth or a loss of key skill sets could jeopardize our ability to meet our business performance expectations and growth targets.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedRisk Factors
The Negative comments about our Company and/or our brands, as well as the inappropriate use of social media vehicles by our guests or employees employees, could increase our costs, lead to litigation litigation, or result in negative publicity that could damage our reputation.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedRisk Factors
We evaluate the useful lives of our other intangible assets, primarily the LongHorn Steakhouse®, Yard House®, Ruth’s Chris Steak House®, Cheddar’s Scratch Kitchen®, The Capital Grille®, Ruth’s Chris Steak House®, Yard House® Chuy’s® and Eddie V’s Prime Seafood® trademarks, to determine if they our intangible assets are definite or indefinite-lived.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedRisk Factors
As Labor inflation, including increases in federal, state state, and local minimum wage rates increase, we rates, may need require us to increase not only the wages of our minimum wage employees, but also the wages paid to employees at wage rates that are above minimum wage.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedRisk Factors
ESG related ESG-related matters have received increased focus recently from investors, employees, ratings agencies, governmental agencies agencies, and other stakeholders. stakeholders, often with differing and competing expectations and standards.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedRisk Factors
While inflationary conditions have somewhat abated in recent periods, we We have experienced and may continue to experience higher than normal inflationary conditions with respect to most or all of these costs during fiscal 2025. 2026.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedRisk Factors
Anticipated Changes and further anticipated changes in immigration laws laws, regulations, and regulations enforcement could decrease the pool of candidates with legal work authorizations, cause disruption in the workforce for all companies that rely on hourly workers workers, and increase the costs, time time, and requirements to hire new employees.

Read it in 10-K 2026-07-24 at sec.gov ↗

Quiet changesRisk Factors
The long-term effects of climate change and global warming will may result in more severe, volatile weather or extended droughts, which could increase the frequency and duration of weather impacts on our operations.

Read it in 10-K 2026-07-24 at sec.gov ↗

Quiet changesRisk Factors
As with goodwill, we test our indefinite-lived intangible assets (primarily trademarks) for impairment annually and whenever events or changes in circumstances indicate that their carrying value may not be recoverable.

Read it in 10-K 2026-07-24 at sec.gov ↗

AddedMD&A
On July 14, 2025, we closed on the sale of the Olive Garden Canada Restaurants to Recipe. All gains and losses on disposition have been aggregated in impairments and disposal of assets, net on our consolidated statement of earnings. See Note 4 for additional information. At the 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.

Read it in 10-K 2026-07-24 at sec.gov ↗

AddedMD&A
On our June 2025 earnings call, we announced the decision to explore strategic alternatives for the Bahama Breeze brand, which, at that time, included 28 company-owned restaurants and one franchised restaurant. As part of this review, we evaluated a potential sale of the brand as well as the conversion of certain restaurants to other Darden brands. On February 3, 2026, we announced the completion of this process and our decision to permanently close approximately half of the remaining Bahama Breeze restaurants, which we completed on or about April 5, 2026, and our expectation to convert the remaining restaurants to other Darden brands over the next 12–18 months. As of the end of fiscal 2026, we have completed one conversion. See Note 4 for additional information.

Read it in 10-K 2026-07-24 at sec.gov ↗

AddedMD&A
•Impairments and disposal of assets, net decreased as a percentage of sales, primarily due to the gain on sale of the Olive Garden Canada Restaurants in fiscal 2026. This decrease was partially offset by costs associated with additional Bahama Breeze closures in fiscal 2026, as compared with fiscal 2025, when we closed a total of 22 underperforming restaurant locations, including 15 Bahama Breeze restaurants, during the fourth quarter.

Read it in 10-K 2026-07-24 at sec.gov ↗

AddedMD&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 impact the timing and magnitude of certain tax deductions, including restoring 100% bonus depreciation for qualifying property and the immediate expensing of domestic research and development costs. The Company has evaluated the impacts of the OBBBA, and the effects of these provisions have been incorporated into the accompanying financial statements.

Read it in 10-K 2026-07-24 at sec.gov ↗

AddedMD&A
Fiscal Year Ended Change Segment May 31, 2026 May 25, 2025 2026 vs 2025 Olive Garden 22.5% 22.3% 20 basis points LongHorn Steakhouse 18.6% 19.3% (70) basis points Fine Dining 17.7% 18.6% (90) basis points Other Business 15.9% 15.7% 20 basis points

Read it in 10-K 2026-07-24 at sec.gov ↗

AddedMD&A
We estimate the fair value of each reporting unit using the best information available, including market information, also referred to as the market approach, and discounted cash flow projections, also referred to as the income approach. A market approach estimates fair value by applying sales or cash flow multiples to the reporting unit’s operating performance. The multiples are derived from observable market data of comparable publicly traded companies with similar operating and investment characteristics of the reporting units. The income approach uses a reporting unit’s projection of estimated operating cash flows which are based on a combination of historical and current trends, organic growth expectations, and residual growth rate assumptions. These cash flows are discounted using a weighted-average cost of capital (“WACC”) that reflects current

Read it in 10-K 2026-07-24 at sec.gov ↗

AddedMD&A
We estimate the fair value of trademarks using the relief-from-royalty method, which requires assumptions related to projected sales from the reporting unit’s projection of estimated operating cash flows; assumed royalty rates that could be payable if we did not own the trademarks; and a discount rate based on the WACC for each reporting unit. We recognize an impairment loss when the estimated fair value of the trademark is less than its carrying value.

Read it in 10-K 2026-07-24 at sec.gov ↗

AddedMD&A
We performed our annual impairment test of our goodwill and trademarks as of February 23, 2026, which was the first day of our fiscal 2026 fourth quarter. As of February 23, 2026, no impairment of goodwill or trademarks was indicated based on our testing.

Read it in 10-K 2026-07-24 at sec.gov ↗

AddedMD&A
The $500.0 million of unsecured 3.850 percent senior notes due in May 2027 are classified as current on the fiscal 2026 balance sheet. We expect to satisfy this maturity through available liquidity, which may include cash on hand, operating cash flows, borrowings under our existing credit facility, commercial paper issuances, or refinancing transactions, depending on market conditions and other factors.

Read it in 10-K 2026-07-24 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 ↗

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 ↗

RewordedMD&A
(1) Annual same-restaurant (1)Same-restaurant sales is a year-over-year comparison of each period’s sales volumes for a 52-week metric year, and is limited to restaurants that have been open and operated by Darden for at least 16 months, and excludes the impact of Chuy’s, which will as they were not have been owned and operated by Darden for a 16-month period prior to the beginning of fiscal 2026, as well as any additional Bahama Breeze as all locations not are expected to be operated by Darden for the entirety of the closed or converted to other brands (between Q3 fiscal year. 2026 and Q4 fiscal 2027).

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedMD&A
(in millions, except ratios) May 31, 2026 May 25, 2025 Short-term debt, excluding unamortized discount and issuance costs $ 694.0 $ — Long-term debt, excluding unamortized discount and issuance costs and fair value hedge $ 1,689.1 2,189.1 Lease-debt equivalent 3,184.8 2,988.9 Guarantees 83.3 76.5 Adjusted Debt $ 5,651.2 $ 5,254.5 Calculation of Adjusted EBITDAR Earnings from continuing operations $ 1,213.7 $ 1,051.0 Depreciation and amortization 561.1 516.1 Interest, net 194.2 175.1 Income tax expense 174.9 136.2 Impairments and disposal of assets, net (10.7) 49.2 Transaction and integration costs 25.4 51.1 Non-cash stock based stock-based compensation 79.1 79.1 Minimum rent 530.8 498.1 Adjusted EBITDAR $ 2,768.5 $ 2,555.9 Adjusted Debt/ Debt/Adjusted EBITDAR Ratio 2.0 2.1

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedMD&A
As a result of the acquisition and related integration efforts, we incurred expenses of $9.5 million ($7.1 million, net of tax) during fiscal 2026 and $44.6 million ($36.7 million, net of tax) during the twelve months ended May 25, 2025. fiscal 2025, which are primarily included in general and administrative expenses in our consolidated statements of earnings.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedMD&A
We expect fiscal 2026 2027 sales from continuing operations to increase between 7.0 be $13.60 billion to 8.0 percent, $13.75 billion, driven by growth of 2.0 percent related to the fifty-third week in fiscal 2026, same-restaurant sales growth (1) of 2.0 2.5 percent to 3.5 percent, percent and sales from 60 75 to 65 80 new restaurant openings.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedMD&A
We own and operate all of our restaurants in the United States and Canada, States, except for 5 four restaurants operating under contractual agreements, one restaurant that we manage through joint venture or other contractual agreements jointly own with a third party and 85 operate independently, and 87 franchised restaurants.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedMD&A
On an after-tax basis, results from discontinued operations for fiscal 2025 2026 were a net loss of $7.0 million ($0.06 per diluted share) compared to a net loss for fiscal 2025 of $1.4 million ($0.02 per diluted share) compared with a net loss for fiscal 2024 of $2.9 million ($0.02 per diluted share).

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedMD&A
May 31, 2026 May 25, 2025 May 26, 2024 Olive Garden 949 935 920 LongHorn Steakhouse 618 591 575 Cheddar’s Scratch Kitchen 181 184 181 Chuy’s 110 108 — Yard House 88 93 88 Ruth’s Chris 83 82 80 The Capital Grille 74 71 66 Seasons 52 44 43 44 Eddie V’s 31 29 30 Bahama Breeze 13 28 43 The Capital Burger 3 4 3 Total 2,202 2,159 2,031

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedMD&A
Other Business’s sales increase for fiscal 2025 2026 was driven by additional sales from an extra week of operations, a U.S. same-restaurant sales increase combined with increase, and revenue from new restaurants including the acquisition restaurants, in addition to a full year of sales from Chuy’s.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedMD&A
Food and beverage 30.6 30.3 30.9 Restaurant labor 31.7 31.8 31.7 Restaurant expenses 16.1 15.9 16.1 Marketing expenses 1.4 1.3 1.4 Pre-opening costs 0.2 0.3 0.2 General and administrative expenses 3.9 4.3 4.2 Depreciation and amortization 4.2 4.3 4.0 Impairments and disposal of assets, net (0.1) 0.4 0.1 Total operating costs and expenses 88.0% 88.7% 88.5% Operating income 12.0% 11.3% 11.5% Interest, net 1.5 1.4 1.2 Earnings before income taxes 10.5% 9.8% 10.3% Income tax expense 1.3 1.1 1.3 Earnings from continuing operations 9.2% 8.7% 9.0%

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedMD&A
At May 25, 2025, 31, 2026, we owned and operated 2,159 2,202 restaurants through subsidiaries in the United States and Canada under the Olive Garden®, LongHorn Steakhouse®, Cheddar’s Scratch Kitchen®, Chuy’s®, Yard House®, Ruth’s Chris Steak House® (Ruth’s Chris), House®, Cheddar’s Scratch Kitchen®, The Capital Grille®, Chuy’s®, Seasons 52®, Eddie V’s Prime Seafood® (Eddie V’s), Seafood®, Bahama Breeze® Breeze®, and The Capital Burger® trademarks.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedMD&A
The decrease increase in same-restaurant sales in fiscal 2025 2026 resulted from a 5.2 1.4 percent increase in average check, offset by a 0.2 percent decrease in same-restaurant guest counts offset by a 2.3 percent increase in average check. counts.

Read it in 10-K 2026-07-24 at sec.gov ↗

RewordedMD&A
After consideration of letters of credit backed by giving effect to the Revolving Credit Agreement, outstanding commercial paper, as of May 25, 2025, 31, 2026, we had $1.25 $1.06 billion of credit available borrowing capacity under the Revolving Credit Agreement.

Read it in 10-K 2026-07-24 at sec.gov ↗

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