DRI 8-K Filed 2026-06-25 New authorization

Darden Restaurants authorizes new $1.5B share repurchase program

Board approves open-ended buyback authorization to replace prior program as part of capital allocation strategy

Authorization$1.5B
MechanismNot specified

What the filing says

Darden Restaurants, Inc. (NYSE: DRI) announced on June 25, 2026, that its Board of Directors authorized a new share repurchase program under which the company may repurchase up to $1.5 billion of its outstanding common stock. The program has no expiration date and replaces the previously existing share repurchase authorization.

During the fourth quarter of fiscal 2026, Darden repurchased approximately 0.7 million shares for a total of $138 million (inclusive of 1% excise tax incurred under the Inflation Reduction Act of 2022). For the full fiscal year 2026, the company repurchased $671.7 million of common stock, as reflected in its consolidated statement of cash flows.

CFO Raj Vennam stated that Darden's "strong operating model generates significant and durable cash flows," with 9% annualized adjusted EBITDA growth since 2019. The company noted that cash generation provides "more than sufficient capacity each year to fund the core requirements of the business, including maintenance capital to sustain our existing asset base, continued growth of our dividend, and investment in new restaurant development." The authorization reflects the company's confidence in its ability to continue shareholder returns alongside organic growth and capital investment.

On Wednesday, June 24, 2026, Darden's Board of Directors authorized a new share repurchase program under which the Company may repurchase up to $1.5 billion of its outstanding common stock. This repurchase program does not have an expiration and replaces the previously existing share repurchase authorization. — DARDEN RESTAURANTS INC 8-K filing  ·  View on SEC EDGAR →

What this means

The $1.5 billion authorization represents a renewal of Darden's ongoing capital allocation program and signals management confidence in the company's cash generation capability. With weighted average diluted shares outstanding of approximately 114 million projected for fiscal 2027, and the company having repurchased $671.7 million in fiscal 2026, this new authorization provides multiple years of repurchase capacity at historical run rates. The open-ended structure (no expiration date) gives the company flexibility to execute over time, balancing buybacks with dividend increases (the board also approved an 8.0% dividend increase to $1.62 per share) and capital investment in new restaurant development and maintenance.

Frequently asked questions

What is the size and duration of Darden's new repurchase authorization?
Darden's Board authorized a $1.5 billion share repurchase program on June 24, 2026, with no expiration date. This replaces the previous authorization and provides the company with long-term flexibility to repurchase shares based on market conditions and capital availability.
How much did Darden repurchase in fiscal 2026?
During fiscal 2026, Darden repurchased $671.7 million of common stock. In Q4 alone, the company repurchased approximately 0.7 million shares for $138 million, inclusive of the 1% excise tax under the Inflation Reduction Act of 2022.
How does this buyback authorization fit into Darden's broader capital allocation strategy?
Darden's CFO stated that the company's strong cash generation (9% annualized adjusted EBITDA growth since 2019) provides sufficient capacity to fund core business requirements including maintenance capital, dividend growth (8.0% increase declared), new restaurant development (75-80 new openings planned for fiscal 2027), and share repurchases. The buyback is one component of a balanced capital allocation approach.
What execution mechanism does the filing specify for the repurchase program?
The filing does not specify the execution mechanism (e.g., Rule 10b-18 open-market purchases, accelerated share repurchase, or 10b5-1 plan). The company retains discretion to execute repurchases through available methods.
Why did Darden authorize a new program rather than expand the existing one?
The filing states the new program 'replaces the previously existing share repurchase authorization,' suggesting the prior authorization had been substantially exhausted or the company preferred a fresh start with a specific dollar authorization. The open-ended duration provides ongoing flexibility.
What was the average price paid per share in Q4 fiscal 2026?
Based on the filing, Darden repurchased approximately 0.7 million shares for $138 million in Q4 fiscal 2026, implying an average price of approximately $197 per share, though the filing does not explicitly state the average price paid.
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Source. This editorial summary is based on the SEC filing linked above. BuybackStocks aggregates and editorializes publicly available SEC EDGAR filings. Not investment advice. Past authorization announcements do not guarantee future repurchase activity or share price performance. See our full disclosures policy.