--- ticker: DRI company: Darden Restaurants Inc. filing_type: 10-K year_current: 2025 year_prior: 2024 risks_added: 0 risks_removed: 1 risks_modified: 2 risks_unchanged: 32 source: SEC EDGAR url: https://riskdiff.com/dri/2025-vs-2024/ markdown_url: https://riskdiff.com/dri/2025-vs-2024/index.md generated: 2026-05-11 --- # Darden Restaurants Inc.: 10-K Risk Factor Changes 2025 vs 2024 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-05-11 > All data extracted directly from official filings. No hallucinated content. > **[AI-Generated Summary]** The paragraph below was produced by a language > model and may contain errors. All other content on this page is deterministically > extracted from the original SEC filing. > Darden Restaurants removed the risk related to completing the Chuy's acquisition, reflecting the transaction's completion since the 2024 filing. Two risks were substantively modified: integration challenges for the newly acquired Chuy's brand operations and ESG/sustainability reporting concerns, with both risks now reflecting post-acquisition realities and evolving stakeholder expectations. The company maintained 32 existing risk disclosures without material changes. --- ## Summary | Status | Count | |--------|-------| | New risks added | 0 | | Risks removed | 1 | | Risks modified | 2 | | Unchanged | 32 | --- ## No Match in Current: The failure to complete our acquisition of Chuy's Holdings in a timely fashion, or at all, may adversely affect our business and our stock price. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Consummation of our planned acquisition of Chuy's Holdings (the "Chuy's Merger") is subject to the satisfaction or waiver of customary closing conditions, including (i) the affirmative vote of a majority of the outstanding shares of Chuy's Holdings common stock in favor of the Chuy's Merger, (ii) the absence of an order or law prohibiting the Chuy's Merger or making consummation of the Chuy's Merger illegal or otherwise prohibited, (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and (iv) the absence of a material adverse effect with respect to either us or Chuy's Holdings. There can be no assurance that these or other closing conditions will be satisfied in a timely manner or at all. Any delay in completing the acquisition could cause us not to realize some or all of the anticipated benefits when expected, if at all. If the Chuy's Merger is not completed, our stock price could decline to the extent it reflects an assumption that we will complete the acquisition. Furthermore, if the Chuy's Merger is not completed, we may suffer other consequences that could 17 17 17 adversely affect our business, results of operations and stock price, including incurring significant acquisition costs that we would be unable to recover, negative publicity and a negative impression of us in the investment community. --- ## Modified: 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. **Key changes:** - Reworded sentence: "The integration of the Chuy's business into our operations is a complex, costly and time-consuming process that may not be successful." - Reworded sentence: "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." - Reworded sentence: "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." **Prior (2024):** After the completion of the Chuy's Merger, our integration of the Chuy's business into our operations will be 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 may 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. 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 Chuy's Merger 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 Chuy's Merger. **Current (2025):** 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. 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. --- ## Modified: Environmental, Social, and Governance (ESG) matters, our reporting of such matters, or sustainability ratings could negatively impact our business, results of operations and financial condition. **Prior (2024):** ESG related matters have received increased focus recently from investors, employees, ratings agencies, governmental agencies and other stakeholders. From time to time, we may publish statements relating to our commitment to responsible business, including commitments relating to greenhouse gas emissions. Such statements reflect the Company's current plans and aspirations at the time they are made, and should not be construed as guarantees or that we will be able to achieve them. Our failure to adequately update, accomplish or accurately track and report on these commitments on a timely basis, or at all, could adversely affect our reputation, financial performance and growth, and expose us to increased scrutiny from the investment community, special interest groups and enforcement authorities. In addition, as an "anti-ESG" sentiment exists among some individuals and government institutions, we may also face scrutiny, reputational risk, lawsuits or market access restrictions from these parties regarding our ESG initiatives. Additionally, we may face increased scrutiny related to any third party sustainability ratings we receive, which could adversely affect our reputation, business, and results of operations. **Current (2025):** ESG related matters have received increased focus recently from investors, employees, ratings agencies, governmental agencies and other stakeholders. From time to time, we may publish statements relating to our commitment to responsible business, including commitments relating to greenhouse gas emissions. Such statements reflect the Company's current plans and aspirations at the time they are made, and should not be construed as guarantees or that we will be able to achieve them. Our failure to adequately update, accomplish or accurately track and report on these commitments on a timely basis, or at all, could adversely affect our reputation, financial performance and growth, and expose us to increased scrutiny from the investment community, special interest groups and enforcement authorities. In addition, as an "anti-ESG" sentiment exists among some individuals and government institutions, we may also face scrutiny, reputational risk, lawsuits or market access restrictions from these parties regarding our ESG initiatives. Additionally, we may face increased scrutiny related to any third party sustainability ratings we receive, which could adversely affect our reputation, business, and results of operations. --- *Data sourced from SEC EDGAR. Last updated 2026-05-11.*