This Schedule 14D-9 filing consists of certain
communications relating to the proposed acquisition of Ruths Hospitality Group, Inc., a Delaware corporation (the Company or RHGI), by Darden Restaurants, Inc., a Florida corporation
(Darden), pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger, dated as of May 2, 2023 (the Merger Agreement), by and among the Company, Darden and Ruby
Acquisition Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Darden (the Merger Sub). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will
commence a tender offer (the Offer), to purchase all of the shares of common stock of the Company, par value $0.01 per share, issued and outstanding (the Shares), at a price of $21.50 per Share in
cash, without interest thereon (but subject to applicable withholding). If successful, the Offer will be followed by a merger of Merger Sub with and into the Company (the Merger) pursuant to Section 251(h) of the
General Corporation Law of the State of Delaware, with the Company continuing as the surviving corporation in the Merger.
This Schedule 14D-9 filing consists of the following documents relating to the proposed Offer and the Merger:
1.
Investor Presentation, dated as of May 4, 2023.
2. Transcript of Investor Presentation held on May 4, 2023.
Items #1 and #2 listed above were first used or made available on May 4, 2023.
Additional Information about the Tender Offer and Where to Find It
The Offer described above has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell any securities, nor is it a substitute for the Offer materials that Darden and Merger Sub will file with the Securities and Exchange Commission (the SEC) upon commencement of the Offer. A
solicitation and offer to buy outstanding shares of Company common stock will only be made pursuant to the Offer materials that Darden and Merger Sub intend to file with the SEC. At the time the Offer is commenced, Darden and Merger Sub will file a
tender offer statement on Schedule TO, and the Company will file a solicitation/recommendation statement on Schedule 14D-9 (the Solicitation/Recommendation Statement) with the SEC
with respect to the Offer.
THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY
BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES IN THE OFFER.
The Offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the
Solicitation/Recommendation Statement, will be made available to all investors and stockholders of the Company at no expense to them at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings
section of the Companys website at www.rhgi.com/investors, and (once they become available) will be mailed to the stockholders of the Company free of charge. The information contained in, or that can be accessed through, Dardens website
or the Companys website is not a part of, or incorporated by reference in, this communication. The Offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement,
will also be made available for free on the SECs website at www.sec.gov. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other Offer documents, as well as the Solicitation/Recommendation Statement, Darden
and the Company file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by Darden or the Company with the SEC for free on the SECs website
at www.sec.gov, or at the Investor Relations section of Dardens website at www.darden.com and under the SEC Filings section of the Companys website at www.rhgi.com/investors.