Bloomin' Brands, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Conversion of 2025 Notes - During the thirteen weeks ended June 25, 2023, certain holders of our 2025 Notes elected to convert $0.2 million in aggregate principal amount of 2025 Notes for a combination of an aggregate of $0.2 million in cash and 9,925 shares of our common stock. The shares of common stock issued upon conversion of the 2025 Notes were issued in reliance upon the exemptions from the registration requirements of the Securities Act provided by Sections 3(a)(9) and 4(a)(2) thereof. In connection with the conversion of the 2025 Notes, we exercised our rights under certain convertible note hedge transactions during the thirteen weeks ended June 25, 2023 and received a proportionate amount of our common stock. There were no other sales of equity securities during the thirteen weeks ended June 25, 2023 that were not registered under the Securities Act. Share Repurchases - The following table provides information regarding our purchases of common stock during the thirteen weeks ended June 25, 2023: REPORTING PERIOD TOTAL NUMBER OF SHARES PURCHASED AVERAGE PRICE PAID PER SHARE TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (1) March 27, 2023 through April 23, 2023 227,812 $ 24.96 227,812 $ 113,669,958 April 24, 2023 through May 21, 2023 124,149 $ 24.10 124,149 $ 110,677,940 May 22, 2023 through June 25, 2023 266,752 $ 25.72 266,752 $ 103,817,009 Total 618,713 618,713 ____________________ (1) On February 7, 2023, our Board approved a share repurchase authorization of up to $125.0 million of our outstanding common stock as announced in our press release issued February 16, 2023 (the “2023 Share Repurchase Program”). The 2023 Share Repurchase Program will expire on August 7, 2024. 42 Table of Contents BLOOMIN’ BRANDS, INC. Item 6. Exhibits EXHIBIT NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR INCORPORATION BY REFERENCE 3.1 Fifth Amended and Restated Certificate of Incorporation of Bloomin’ Brands, Inc. April 19, 2023, Form 8-K, Exhibit 3.1 3.2 Fourth Amended and Restated Bylaws of Bloomin’ Brands, Inc. April 19, 2023, Form 8-K, Exhibit 3.2 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) Furnished herewith 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) Furnished herewith 101.INS Inline XBRL Instance Document Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Filed herewith (1) These certifications are not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. These certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference. 43 Table of Contents BLOOMIN’ BRANDS, INC. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 1, 2023 BLOOMIN’ BRANDS, INC. (Registrant) By: /s/ Philip Pace Philip Pace Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) [Remainder of page intentionally left blank]