达登饭店 2024年度报告

FORM10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedMay 25, 2025OR Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if Registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark if the Registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submittedand posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer☒Acceleratedfiler☐Non-accelerated filer☐(Do not check if a smaller reporting company)Smallerreportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial☒ reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements. Yes☐No☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes☐No☒ The aggregate market value of Common Stock held by non-affiliates of the Registrant based on the closing price of $167.69 per share as reported on the New York StockExchange on November22, 2024, was approximately: $19,613,800,000. Number of shares of Common Stock outstanding as of May25, 2025:117,033,830. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Proxy Statement for its Annual Meeting of Shareholders on September17, 2025, to be filed with the Securities and Exchange Commission no laterthan 120 days after May25, 2025, are incorporated by reference into Part III of this Report. PARTIPageItem 1.Business1Item1A.Risk Factors14Item1B.Unresolved Staff Comments25Item 1C.Cybersecurity25Item 2.Properties27Item 3.Legal Proceedings27Item 4.Mine Safety Disclosures27PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities28Item 6.Reserved30Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item7A.Quantitative and Qualitative Disclosures About Market Risk40Item 8.Financial Statements and Supplementary Data42Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure81Item9A.Controls and Procedures81Item9B.Other Information81PARTIIIItem10.Directors, Executive Officers and Corporate Governance81Item11.Executive Compensation81Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters82Item13.Certain Relationships and Related Transactions, and Director Independence82Item14.Principal Accountant Fees and Services82PARTIVItem15.Exhibits and Financial Statement Schedules82Signatures83 Cautionary Statement Regarding Forward-Looking Statements Statements set forth in or incorporated into this report regarding the expected increase in sales from continuing operations, same-restaurant sales, the number of our restaurants, our annual effective tax rate and capital expenditures in fiscal 2026, and all other statementsthat are not historical facts, including without limitation statements with respect to the financial condition, results of operations, plans,objectives, future performance and business of Darden Restaurants, Inc. and its subsidiaries that are preceded by, followed by or that includewords such as “may,