Darden Restaurants (DRI) Risk Factor Changes

Goodwill represents the difference between the purchase price of acquired companies and the related fair values of net assets acquired.

Our business is subject to the risk of litigation by employees, guests, suppliers, business partners, shareholders, government agencies, or others through private actions, class actions, administrative proceedings, re…

We use or may use derivatives to hedge price risk for some of our principal ingredient, labor, and energy costs, including, but not limited to coffee, butter, wheat, soybean oil, pork, beef, diesel fuel, gasoline, and…

Certain of our domestic and all of our international locations are operated by franchisees or licensees.

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 pur…

As of May 31, 2026, 2,104 of our 2,202 restaurants operating in the United States operate in leased locations, and the leases are generally non-cancellable for some period of time.

Our competitors are constantly expanding their use of social media and new social media platforms are rapidly being developed, potentially making more traditional social media platforms obsolete.

brand character and retaining popular menu items.

building, zoning, land use, environmental, traffic, and other regulations and requirements.

Any such failures or disruptions, whether caused by system failures or threat actors attempting to infiltrate our systems, may cause delays in guest service, reduce efficiency in our operations, require significant ca…

From time to time, we and our third party service providers and suppliers experience unauthorized attempts to infiltrate and interrupt information systems.

We rely heavily on information systems across our operations, including for e-commerce, marketing programs, employee engagement, management of our supply chain, the point-of-sale processing system in our restaurants,…

The United States and other countries have experienced, or may experience in the future, outbreaks of viruses, such as the novel coronavirus that caused COVID-19, norovirus, avian flu, “SARS,” “MERS,” H1N1, “swine flu…

Our restaurant operations are subject to United States federal, state, and local laws governing such matters as minimum wages, working conditions, overtime, and tip credits.

Our future growth depends substantially on the contributions and abilities of key executives and other leadership team members.

Our long-term growth depends on our ability to recruit and retain high-quality team members to work in and manage our restaurants.

affected and can continue to affect consumer behavior and spending for restaurant dining occasions and may lead to a decline in sales and earnings.

Our results of operations depend, in part, on our ability to anticipate and react to changes in the price and availability of food, ingredients, labor, health care, utilities, fuel, and other related costs over which…

large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time.

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

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.

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.

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.

The integration of the Chuy’s business into our operations is a complex, costly and time-consuming process that may not be successful.

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 o…

Risks Related to the Integration of Chuy’s

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 t…

Our long-term growth depends substantially on our ability to recruit and retain high-quality team members to work in and manage our restaurants.

We cannot predict whether we will continue to be able to anticipate and react to changing food costs by adjusting our purchasing practices, menu offerings, and menu prices, and a failure to do so could adversely affec…

results of operations.

Consumers are continually changing health and dietary preferences.

The restaurant industry is subject to extensive federal, state, local, and international laws and regulations.

Unauthorized access, theft, use, destruction, or other compromises are becoming increasingly sophisticated, more difficult to detect, contain, and mitigate, and may occur through a variety of methods, including attack…

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.

may also increase at any time, thereby further increasing our costs.

General economic conditions, including slow global recovery from economic downturns, geopolitical conditions, and uncertainty about the strength or pace of economic recovery, have also adversely affected our results o…

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 c…