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Item 1.01
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Entry into a Material Definitive Agreement.
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On October 22, 2026, Darden Restaurants, Inc. (the "Company") entered into a $1,500,000,000 Amended and Restated Revolving Credit Agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent, and the lenders (the "Lenders") and other agents party thereto. The Credit Agreement amended and restated the Company's Prior Credit Agreement (as defined below), described below under Item 1.02.
The Credit Agreement is a senior unsecured credit commitment to the Company and contains customary representations and affirmative and negative covenants (including limitations on liens and subsidiary debt and a maximum consolidated net debt to total capitalization ratio of 3.50 to 1.00). The Credit Agreement also contains events of default customary for credit facilities of this type.
The Credit Agreement matures on October 22, 2031, and the proceeds may be used for working capital and capital expenditures, the refinancing of certain indebtedness, certain acquisitions and general corporate purposes. The Credit Agreement also contains a sublimit of $150 million for the issuance of letters of credit.
Interest rates on borrowings under the Credit Agreement will be based on prevailing interest rates as described in the Credit Agreement and, in part, upon our credit ratings. Pricing for interest and fees under the Credit Agreement may be modified in the event of a change in the rating of our long-term senior unsecured debt.
Certain of the Lenders and their affiliates have provided, from time to time, and may continue to provide, investment banking, commercial banking, financial and other services to the Company, including letters of credit, derivative transactions, transfer agent services, trustee and custodial services, depository services and account processing services, for which the Company has paid and intends to pay customary fees.
The preceding description of the Credit Agreement is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached to this Current Report as Exhibit 10.1 and incorporated herein by reference.
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Item 1.02
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Termination of a Material Definitive Agreement.
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On October 22, 2026, upon effectiveness of the Credit Agreement described under Item 1.01 above, the Company terminated its prior $1,250,000,000 credit agreement, dated as of October 23, 2023 and amended as of September 16, 2024 (the "Prior Credit Agreement"), by and among the Company, Bank of America, N.A., as administrative agent, and the lenders party to the Prior Credit Agreement. There were no amounts outstanding under the Prior Credit Agreement on October 22, 2026. A brief description of any material relationships between the Company and the administrative agent and the lenders under the Prior Credit Agreement, other than in respect of the Prior Credit Agreement, is provided under Item 1.01 above.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.