Darden Restaurants Files 8-K

TL;DR

Darden filed a routine 8-K, mostly financial statements and exhibits. Nothing major to see here.

AI Summary

On October 11, 2024, Darden Restaurants, Inc. filed an 8-K report. The filing primarily concerns financial statements and exhibits, indicating routine corporate disclosures rather than a specific material event. No new financial figures or significant business developments were detailed in the provided excerpt.

Why It Matters

This filing indicates Darden Restaurants is making standard disclosures to the SEC, which is typical for publicly traded companies. Investors should review the full filing for any specific details.

Risk Assessment

Risk Level: low — The filing appears to be a standard disclosure of financial statements and exhibits, not indicating any immediate or significant risks.

Key Players & Entities

• DARDEN RESTAURANTS, INC. (company) — Registrant
• 0000940944-24-000062 (filing_id) — Accession Number
• 1000 Darden Center Drive, Orlando, Florida 32837 (address) — Principal executive offices
• 59-3305930 (tax_id) — IRS Employer Identification No.
• 1-13666 (commission_file_number) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — share of Chuy's common stock, par value $0.01 per share, ("Chuy's Common Stock") was
• $37.50 — ed) converted into the right to receive $37.50 in cash, without interest (the "Merger
• $660 million — e Chuy's Common Stock was approximately $660 million (including amounts payable to the holde
• $400 million — eeds from Darden's previously disclosed $400 million offering of 4.350% senior notes due 202
• $350 million — g of 4.350% senior notes due 2027 and a $350 million offering of 4.550% senior notes due 202

Filing Documents

• dri-20241011.htm (8-K) — 30KB
• ex991-chuysdealclosereleas.htm (EX-99.1) — 4KB
• image_0a.jpg (GRAPHIC) — 5KB
• 0000940944-24-000062.txt ( ) — 166KB
• dri-20241011.xsd (EX-101.SCH) — 2KB
• dri-20241011_lab.xml (EX-101.LAB) — 21KB
• dri-20241011_pre.xml (EX-101.PRE) — 12KB
• dri-20241011_htm.xml (XML) — 3KB

01

Item 8.01 Other Events. On October 11, 2024 (the "Closing Date"), Darden Restaurants, Inc., a Florida corporation ("Darden"), completed the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of July 17, 2024 (the "Merger Agreement"), by and among Chuy's Holdings, Inc., a Delaware corporation, ("Chuy's"), Darden and Cheetah Merger Sub Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Darden ("Merger Sub"). Pursuant to the Merger Agreement, on the Closing Date, Merger Sub was merged with and into Chuy's (the "Merger") with Chuy's surviving the Merger as an indirect, wholly-owned subsidiary of Darden (the "Surviving Corporation"). As a result of the Merger, at the effective time of the Merger (the "Effective Time"), each share of Chuy's common stock, par value $0.01 per share, ("Chuy's Common Stock") was automatically canceled and (other than shares of Chuy's Common Stock that were (1) owned or held in treasury by Chuy's, (2) owned by Darden or Merger Sub (or any of their respective affiliates) or (3) owned by stockholders who properly exercised appraisal rights for such shares in accordance with Section 262 of the Delaware General Corporation Law, as amended) converted into the right to receive $37.50 in cash, without interest (the "Merger Consideration"). Each restricted stock unit (the "Chuy's RSUs") outstanding as of immediately prior to the Effective Time was deemed to have been earned and became fully vested and was cancelled in exchange for the right to receive from Darden or the Surviving Corporation an amount in cash equal to the product obtained by multiplying (1) the number of shares of Chuy's Common Stock subject to such Chuy's RSU by (2) the Merger Consideration. There were no options to purchase shares of Chuy's Common Stock outstanding as of the Effective Time. The aggregate consideration paid by Darden to acquire the Chuy's Common Stock was approximately $660 million (including am

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger, dated as of July 17, 2024, by and among Darden Restaurants, Inc., Cheetah Merger Sub Inc. and Chuy's Holdings, Inc. (incorporated by reference to Exhibit 2.1 to Darden ' s Current Report on Form 8-K filed July 17, 2024). 99.1 News release dated October 11, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DARDEN RESTAURANTS, INC. By: /s/ Matthew R. Broad Matthew R. Broad Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary Date: October 11, 2024 3