What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-28 · 53 added, 49 removed, 200 unchanged (34% of the section changed)

9 unchanged sentences

Other Information

Rule 10b5-1 Trading Plans - During the fourteen weeks ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Rule 10b5-1 Trading Plans - During the thirteen weeks ended December 29, 2024, none of the Company’s directors or executive officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

4 unchanged sentences

The information required by this item relating to our executive officers is included under the caption “Information About Our Executive Officers” in Part I of this Report on Form 10-K.

The information required by this item regarding compliance with Section 16(a) of the Exchange Act will be included under the caption “Ownership of Securities—Delinquent Section 16(a) Reports” in our Definitive Proxy Statement and is incorporated herein by reference.

We have adopted a Code of Conduct that applies to all employees.

4 unchanged sentences

Election of Directors—Board Committees and Meetings” in our Definitive Proxy Statement and is incorporated herein by reference.

We have adopted an Insider Trading Policy governing the purchase, sale and other disposition of our securities by directors, officers, and employees that is designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards, as well as procedures designed to further the foregoing purposes.

While the Company does not have a formal written policy governing the purchase, sale, and/or any other dispositions of its securities by the Company, the Company has developed procedures that are designed to promote compliance with insider trading laws, rules and regulations with respect to the Company’s share repurchase program.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Executive Compensation

5 unchanged sentences

The information relating to securities authorized for issuance under equity compensation plans is included under the caption “Securities Authorized for Issuance Under Equity Compensation Plans” in Item 5 of this Report on Form 10-K.

BLOOMIN’ BRANDS, INC.

Certain Relationships and Related Transactions, and Director Independence

1 unchanged sentence

Election of Directors—Independent Directors,” in each case in our Definitive Proxy Statement, and is incorporated herein by reference.

BLOOMIN’ BRANDS, INC.

Principal Accounting Fees and Services

6 unchanged sentences

• Consolidated Balance Sheets – December 29, 2024 and December 31, 2023

• Consolidated Statements of Operations and Comprehensive Income – Fiscal years 2023, 2022 and 2021

• Consolidated Statements of Operations and Comprehensive (Loss) Income – Fiscal years 2024, 2023 and 2022

• Consolidated Statements of Changes in Stockholders’ Equity – Fiscal years 2024, 2023 and 2022

25 unchanged sentences

April 20, 2021, Form 8-K, Included as Exhibit A to Exhibit 4.1

10.1 Second Amended and Restated Credit Agreement, dated April 16, 2021, by and among Bloomin’ Brands, Inc., OSI Restaurant Partners, LLC, the guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative Agent

April 20, 2021, Form 8-K, Exhibit 10.1

10.1 Third Amended and Restated Credit Agreement, dated September 19, 2024, by and among Bloomin’ Brands, Inc., OSI Restaurant Partners, LLC.

the guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative Agent

September 24, 2024, Form 8-K, Exhibit 10.1

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

INCORPORATION BY REFERENCE

10.2 First Amendment to the Second Amended and Restated Credit Agreement and Incremental Amendment , dated April 26, 2022, by and among Bloomin’ Brands, Inc., OSI Restaurant Partners, LLC, the guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative Agent

April 29, 2022, Form 8-K, Exhibit 10.1

10.3 Purchase and Sale of Royalty Payment Stream and Termination of Royalty Agreement dated August 2, 2021 by and among Carrabba’s Italian Grill, LLC, OSI Restaurant Partners, LLC Mangia Beve, Inc., Mangia Beve II, Inc., Original, Inc., Voss, Inc., John C.

Carrabba, III, Damian C.

Mandola and John C.

Carrabba, Jr.

June 27, 2021, Form 10-Q, Exhibit 10.2

10.2* Shareholders Agreement, dated December 30, 2024, by and among Bloom Group Holdings, B.V., Bold Hospitality Company, S.A., Outback Steakhouse Restaurantes Brasil S.A., and Osaka Participações Societárias S.A.

December 31, 2024, Form 8-K, Exhibit 10.2

10.3 Amended and Restated Operating Agreement for OSI/Fleming’s, LLC made as of June 4, 2010 by and among OS Prime, LLC, a wholly-owned subsidiary of OSI Restaurant Partners, LLC, FPSH Limited Partnership and AWA III Steakhouses, Inc.

1 unchanged sentence

333-180615, filed on April 6, 2012, Exhibit 10.8

10.5* OSI Restaurant Partners, LLC HCE Deferred Compensation Plan effective October 1, 2007, a s Amended

Filed herewith

10.4* Quota Purchase Agreement and Other Covenants, dated November 6, 2024, by and among Bloom Group Holdings, B.V., Bloom Participações Ltda., Outback Steakhouse Restaurantes Brasil S.A., and Osaka Participações Societárias S.A.

November 8, 2024, Form 8-K, Exhibit 10.1

10.5** OSI Restaurant Partners, LLC HCE Deferred Compensation Plan effective October 1, 2007, as Amended

December 31, 2023, Form 10-K, Exhibit 10.5

10.6** Bloomin’ Brands, Inc.

18 unchanged sentences

June 26, 2016, Form 10-Q, Exhibit 10.2

10.11* Form of Restricted Stock Unit Award Agreement for restricted stock granted to directors under the Bloomin’ Brands, Inc.

2016 Omnibus Incentive Compensation Plan

June 26, 2016, Form 10-Q, Exhibit 10.3

10.12* Form of Restricted Stock Unit Award Agreement for restricted stock granted to executive management under the Bloomin’ Brands, Inc.

2016 Omnibus Incentive Compensation Plan

June 26, 2016, Form 10-Q, Exhibit 10.4

10.13* Form of Performance Award Agreement for performance units granted under the Bloomin’ Brands, Inc.

2016 Omnibus Incentive Compensation Plan

June 26, 2016, Form 10-Q, Exhibit 10.5

10.14* Form of Restricted Cash Award Agreement for cash awards granted under the Bloomin’ Brands, Inc.

2016 Omnibus Incentive Compensation Plan

March 26, 2017, Form 10-Q, Exhibit 10.1

10.11** Bloomin’ Brands, Inc.

1 unchanged sentence

April 9, 2020, Definitive Proxy Statement

BLOOMIN’ BRANDS, INC.

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

10.12** Form of Restricted Stock Unit Award Agreement for restricted stock granted to directors under the Bloomin’ Brands, Inc.

13 unchanged sentences

May 29, 2020, Form 8-K, Exhibit 10.6

BLOOMIN’ BRANDS, INC.

NUMBER DESCRIPTION OF EXHIBITS FILINGS REFERENCED FOR

INCORPORATION BY REFERENCE

10.17** Amended Form of Performance Award Agreement for performance units granted to executive management under the Bloomin’ Brands, Inc.

7 unchanged sentences

December 27, 2020, Form 10-K, Exhibit 10.50

10.20** Form of Restricted Stock Unit Retention Award Agreement for restricted stock granted to executive management under the Bloomin’ Brands, Inc.

2020 Omnibus Incentive Compensation Plan

August 7, 2024, Form 10-Q, Exhibit 10.2

10.21** Bloomin’ Brands, Inc.

1 unchanged sentence

December 7, 2012, Form 8-K, Exhibit 10.1

10.22** Amended and Restated Severance Pay Plan for Salaried Employees L-8/Vice President and Above effective October 21, 2024

October 24, 2024, Form 8-K, Exhibit 10.1

10.23** Amended and Restated Officer Employment Agreement, effective April 1, 2019, by and between David J.

6 unchanged sentences

June 30, 2019, Form 10-Q, Exhibit 10.4

10.28* Employment Offer Letter Agreement, dated as of February 14, 2020, between Bloomin’ Brands, Inc.

and Gregg Scarlett

December 29, 2019, Form 10-K, Exhibit 10.40

Amendment to Officer Employment Agreement, dated as of April 6, 2020, between Bloomin’ Brands, Inc.

2 unchanged sentences

December 26, 2021, Form 10-K, Exhibit 10.48

10.31* Employment Offer Letter Agreement, dated as of April 14, 2021, between Patrick Murtha and Bloomin’ Brands, Inc.

Employment Offer Letter Agreement, dated as of April 3, 2024, between Bloomin’ Brands, Inc.

and Michael Healy

May 8, 2024, Form 10-Q, Exhibit 10.4

Employment Offer Letter Agreement, dated as of August 21, 2024, between Bloomin’ Brands, Inc.

and Michael L.

November 8, 2024, Form 10-Q, Exhibit 10.2

Employment Offer Letter Agreement, dated as of January 6, 2025, between Bloomin’ Brands, Inc.

and Pat Hafner

Filed herewith

Position and Retention Letter, effective March 15, 2024, by and between Gregg Scarlett and Bloomin’ Brands, Inc.

December 31, 2023, Form 10-K, Exhibit 10.36

Separation Agreement, dated as of September 3, 2024, by and between Astrid Isaacs and Bloomin’ Brands, Inc.

November 8, 2024, Form 10-Q, Exhibit 10.3

Agreement, dated as of January 2, 2024, by and among Bloomin’ Brands, Inc, Starboard Value LP and other parties set forth on this signature pages thereto

January 2, 2024, Form 8-K, Exhibit 10.1

Form of Convertible Note Hedge Transactions confirmation

5 unchanged sentences

May 11, 2020, Form 8-K, Exhibit 10.2

Form of Agreement, dated as of January 2, 2024, by and between Bloomin’ Brands, Inc.

and Starboard

January 2, 2024, Form 8-K, Exhibit 10.1

Employment Offer Letter Agreement, dated as of October 31 , 202 3 , between Bloomin’ Brands, Inc.

and Brett Patterson

Filed herewith

10.36* Position and Retention Letter, effective March 15, 2024, by and between Gregg Scarlett and Bloomin’ Brands, Inc.

Form of Accelerated Share Repurchase Confirmation

May 8, 2024, Form 10-Q, Exhibit 10.2

Form of Exchange Agreement

May 8, 2024, Form 10-Q, Exhibit 10.3

19.1 Bloomin Brand’s, Inc.

Insider Trading Policy

Filed herewith

15 unchanged sentences

Compensation Recovery Policy

Filed herewith

December 31, 2023, Form 10-K, Exhibit 97.1

101.INS Inline XBRL Instance Document Filed herewith

5 unchanged sentences

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Filed herewith

*Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(2)(ii).

**Management contract or compensatory plan or arrangement required to be filed as an exhibit.

5 unchanged sentences

February 26, 2025 Bloomin’ Brands, Inc.

Chief Executive Officer

/s/ Michael L.

Spanos Chief Executive Officer

(Principal Executive Officer)

1 unchanged sentence

Signature Title Date

Deno Chief Executive Officer and Director

/s/ Michael L.

Spanos Chief Executive Officer and Director

(Principal Executive Officer)

Deno February 28, 2024

/s/ Christopher Meyer Executive Vice President and Chief Financial Officer

Spanos February 26, 2025

Michael Healy Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Christopher Meyer February 28, 2024

Michael Healy February 26, 2025

/s/ Philip Pace Senior Vice President, Chief Accounting Officer

3 unchanged sentences

Michael Mohan February 26, 2025

Fitzjohn Director

Fitzjohn February 28, 2024

/s/ David George Director

14 unchanged sentences

Jonathan Sagal February 26, 2025

February 26, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures