What changed in this filing

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Item 1. Financial Statements

2025-05-08 compared with 2024-11-08 · 334 added, 403 removed, 389 unchanged (65% of the section changed)

2 unchanged sentences

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

SEPTEMBER 29, 2024 DECEMBER 31, 2023

MARCH 30, 2025 DECEMBER 29, 2024

Current assets

Cash and cash equivalents $ 57,691 $ 70,056

Restricted cash and cash equivalents — 2,854

Inventories 60,565 68,699

Other current assets, net 200,625 158,775

Current assets of discontinued operations held for sale — 22,989

Total current assets 318,881 320,519

4 unchanged sentences

Deferred income tax assets, net 193,783 185,522

Equity method investment 61,776 —

Other assets, net 105,991 74,471

Non-current assets of discontinued operations held for sale — 200,501

Total assets $ 3,305,370 $ 3,384,805

5 unchanged sentences

Unearned revenue 317,671 374,099

Current liabilities of discontinued operations held for sale — 87,956

Total current liabilities 778,465 952,336

Non-current operating lease liabilities 1,095,873 1,088,518

Deferred income tax liabilities, net 23,934 33,822

Long-term debt, net 917,610 1,027,398

Other long-term liabilities, net 104,638 93,420

Non-current liabilities of discontinued operations held for sale — 49,865

Total liabilities 2,920,520 3,245,359

3 unchanged sentences

Preferred stock, $ 0.01 par value, 25,000,000 shares authorized;

no shares issued and outstanding as of September 29, 2024 and December 31, 2023

no shares issued and outstanding as of March 30, 2025 and December 29, 2024

Common stock, $ 0.01 par value, 475,000,000 shares authorized;

84,830,409 and 86,968,536 shares issued and outstanding as of September 29, 2024 and December 31, 2023, respectively

84,987,054 and 84,854,768 shares issued and outstanding as of March 30, 2025 and December 29, 2024, respectively

Additional paid-in capital 1,261,204 1,273,288

Accumulated deficit ( 883,682 ) ( 925,834 )

Accumulated other comprehensive loss ( 203,929 ) ( 178,304 )

Accumulated other comprehensive income (loss) 2,225 ( 212,793 )

Total Bloomin’ Brands stockholders’ equity 380,597 135,510

4 unchanged sentences

BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

THIRTEEN WEEKS ENDED

MARCH 30, 2025 MARCH 31, 2024

Restaurant sales $ 1,029,517 $ 1,046,690

12 unchanged sentences

Interest expense, net ( 11,187 ) ( 13,676 )

Income (loss) before (benefit) provision for income taxes 1,032 45,373 ( 39,959 ) 230,047

(Benefit) provision for income taxes ( 6,509 ) ( 58 ) 5,159 21,186

Income (loss) before provision for income taxes 46,044 ( 78,556 )

Provision for income taxes 903 6,642

Loss from equity method investment, net of tax ( 1,291 ) —

Net income (loss) from continuing operations 43,850 ( 85,198 )

Net (loss) income from discontinued operations, net of tax ( 254 ) 2,908

Net income (loss) 43,596 ( 82,290 )

3 unchanged sentences

Net income (loss) $ 43,596 $ ( 82,290 )

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustment ( 2,353 ) ( 1,931 )

Net loss on derivatives, net of tax ( 3,474 ) — ( 1,987 ) —

Comprehensive (loss) income ( 7,782 ) 48,534 ( 70,743 ) 215,332

Reclassification of foreign currency translation adjustments into earnings due to sale of business 217,548 —

Net (loss) gain on derivatives, net of tax ( 177 ) 1,157

Comprehensive income (loss) 258,614 ( 83,064 )

comprehensive income attributable to noncontrolling interests 1,444 1,582

Comprehensive (loss) income attributable to Bloomin’ Brands $ ( 8,411 ) $ 47,631 $ ( 74,182 ) $ 210,587

Earnings (loss) per share:

Basic $ 0.08 $ 0.50 $ ( 0.56 ) $ 2.30

Diluted $ 0.08 $ 0.45 $ ( 0.56 ) $ 2.08

Comprehensive income (loss) attributable to Bloomin’ Brands $ 257,170 $ ( 84,646 )

Basic earnings (loss) per share:

Continuing operations $ 0.50 $ ( 1.00 )

Discontinued operations — 0.03

Net basic earnings (loss) per share $ 0.50 $ ( 0.96 )

Diluted earnings (loss) per share:

Continuing operations $ 0.50 $ ( 1.00 )

Discontinued operations — 0.03

Net diluted earnings (loss) per share $ 0.50 $ ( 0.96 )

Weighted average common shares outstanding:

1 unchanged sentence

Diluted 85,130 87,024

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Th e accompanying notes are an integral part of these unaudited consolidated financial statements.

BLOOMIN’ BRANDS, INC.

4 unchanged sentences

ULATED DEFICIT ACCUMULATED OTHER

COMPREHENSIVE LOSS NON-CONTROLLING INTERESTS TOTAL

COMPREHENSIVE INCOME NON-CONTROLLING INTERESTS TOTAL

SHARES AMOUNT

June 30, 2024 85,776 $ 858 $ 1,309,482 $ ( 834,926 ) $ ( 188,606 ) $ 2,885 $ 289,693

Net income — — — 6,912 — 629 7,541

Other comprehensive loss, net of tax — — — — ( 15,323 ) — ( 15,323 )

Cash dividends declared, $ 0.24 per common share

— — ( 20,375 ) — — — ( 20,375 )

Repurchase and retirement of common stock, including excise tax of $ 177

( 969 ) ( 10 ) — ( 18,362 ) — — ( 18,372 )

Stock-based compensation — — 2,360 — — — 2,360

Common stock issued under stock plans (1) 23 — 109 — — — 109

Distributions to noncontrolling interests — — — — — ( 1,082 ) ( 1,082 )

Contributions from noncontrolling interests — — — — — 420 420

September 29, 2024 84,830 $ 848 $ 1,291,576 $ ( 846,376 ) $ ( 203,929 ) $ 2,852 $ 244,971

December 29, 2024 84,855 $ 849 $ 1,273,288 $ ( 925,834 ) $ ( 212,793 ) $ 3,936 $ 139,446

Net (loss) income — — — ( 48,557 ) — 3,439 ( 45,118 )

Other comprehensive loss, net of tax — — — — ( 25,625 ) — ( 25,625 )

Net income — — — 42,152 — 1,444 43,596

Other comprehensive income, net of tax — — — — 215,018 — 215,018

Cash dividends declared, $ 0.15 per common share

— — ( 12,747 ) — — — ( 12,747 )

Repurchase and retirement of common stock, including excise tax of $ 328

( 10,073 ) ( 100 ) ( 5,681 ) ( 260,645 ) — — ( 266,426 )

Stock-based compensation — — 1,229 — — — 1,229

2 unchanged sentences

Contributions from noncontrolling interests — — — — — 673 673

Issuance of common stock from repurchase of convertible senior notes 7,489 74 216,078 — — — 216,152

Retirement of convertible senior note hedges ( 289 ) ( 3 ) 126,543 ( 8,343 ) — — 118,197

Retirement of warrants — — ( 102,213 ) — — — ( 102,213 )

September 29, 2024 84,830 $ 848 $ 1,291,576 $ ( 846,376 ) $ ( 203,929 ) $ 2,852 $ 244,971

(CONTINUED...)

BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)

March 30, 2025 84,987 $ 850 $ 1,261,204 $ ( 883,682 ) $ 2,225 $ 4,253 $ 384,850

BLOOMIN’ BRANDS, INC.

3 unchanged sentences

SHARES AMOUNT

June 25, 2023 87,339 $ 873 $ 1,132,732 $ ( 582,738 ) $ ( 181,943 ) $ 2,944 $ 371,868

Net income — — — 44,528 — 903 45,431

Other comprehensive income — — — — 3,103 — 3,103

Cash dividends declared, $ 0.24 per common share

— — ( 20,901 ) — — — ( 20,901 )

Repurchase and retirement of common stock, including excise tax of $ 45

( 590 ) ( 6 ) — ( 15,995 ) — — ( 16,001 )

Stock-based compensation — — 4,411 — — — 4,411

Common stock issued under stock plans (1) 422 5 9,080 — — — 9,085

Distributions to noncontrolling interests — — — — — ( 1,306 ) ( 1,306 )

Contributions from noncontrolling interests — — — — — 229 229

September 24, 2023 87,171 $ 872 $ 1,125,322 $ ( 554,205 ) $ ( 178,840 ) $ 2,770 $ 395,919

December 31, 2023 86,969 $ 870 $ 1,115,387 $ ( 528,831 ) $ ( 178,304 ) $ 2,881 $ 412,003

Net income — — — 204,116 — 4,745 208,861

Other comprehensive income — — — — 6,471 — 6,471

Net (loss) income — — — ( 83,872 ) — 1,582 ( 82,290 )

Other comprehensive loss, net of tax — — — — ( 774 ) — ( 774 )

Cash dividends declared, $ 0.24 per common share

— — ( 21,075 ) — — — ( 21,075 )

Repurchase and retirement of common stock, including excise tax of $ 93

( 2,072 ) ( 21 ) — ( 52,212 ) — — ( 52,233 )

Repurchase and retirement of common stock ( 6,948 ) ( 69 ) ( 44,000 ) ( 188,834 ) — — ( 232,903 )

Stock-based compensation — — 2,448 — — — 2,448

2 unchanged sentences

Contributions from noncontrolling interests — — — — — 330 330

September 24, 2023 87,171 $ 872 $ 1,125,322 $ ( 554,205 ) $ ( 178,840 ) $ 2,770 $ 395,919

Issuance of common stock from repurchase of convertible senior notes 7,489 74 216,078 — — — 216,152

Retirement of convertible senior note hedges ( 289 ) ( 3 ) 126,543 ( 8,343 ) — — 118,197

Retirement of warrants — — ( 102,213 ) — — — ( 102,213 )

March 31, 2024 87,811 $ 878 $ 1,290,765 $ ( 809,880 ) $ ( 179,078 ) $ 2,750 $ 305,435

________________

4 unchanged sentences

(DOLLARS IN THOUSANDS, UNAUDITED)

THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

THIRTEEN WEEKS ENDED

MARCH 30, 2025 MARCH 31, 2024

Cash flows provided by operating activities:

Net (loss) income $ ( 45,118 ) $ 208,861

Adjustments to reconcile Net (loss) income to cash provided by operating activities:

Net income (loss) $ 43,596 $ ( 82,290 )

Net (loss) income from discontinued operations, net of tax ( 254 ) 2,908

Net income (loss) from continuing operations 43,850 ( 85,198 )

Adjustments to reconcile Net income (loss) from continuing operations to cash provided by operating activities of continuing operations:

Depreciation and amortization 43,947 42,700

2 unchanged sentences

Provision for impaired assets and restaurant closings 350 10,873

Non-cash operating lease costs 64,729 64,845

Stock-based compensation expense 1,229 2,448

Deferred income tax benefit ( 18,166 ) ( 3,610 )

Deferred income tax expense 2,292 1,077

Loss on extinguishment of debt — 135,797

Loss on foreign currency forward contracts 10,250 —

Loss from equity method investment, net of tax 1,291 —

Foreign currency translation gain on installment receivable from sale of business ( 7,922 ) —

Interest income on installment receivable from sale of business ( 3,420 ) —

Other, net 662 ( 2,114 )

Change in assets and liabilities ( 29,365 ) ( 46,936 )

Net cash provided by operating activities of continuing operations 70,840 66,879

Net cash provided by operating activities of discontinued operations 2,625 6,907

Net cash provided by operating activities $ 73,465 $ 73,786

Cash flows used in investing activities:

Cash flows provided by (used in) investing activities:

Capital expenditures $ ( 45,771 ) $ ( 53,768 )

Payments on foreign currency forward contracts ( 9,885 ) —

Cash received from sale, net of tax withheld and cash left in business 95,863 —

Other investments, net 1,149 287

Net cash used in investing activities ( 196,476 ) ( 225,535 )

Cash flows provided by (used in) financing activities:

Net cash provided by (used in) investing activities of continuing operations 41,356 ( 53,481 )

Net cash used in investing activities of discontinued operations ( 1,623 ) ( 11,104 )

Net cash provided by (used in) investing activities $ 39,733 $ ( 64,585 )

(CONTINUED...)

BLOOMIN’ BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS, UNAUDITED)

THIRTEEN WEEKS ENDED

MARCH 30, 2025 MARCH 31, 2024

Cash flows (used in) provided by financing activities:

Proceeds from borrowings on revolving credit facilities $ 385,000 $ 550,000

Repayments of borrowings on revolving credit facilities ( 495,000 ) ( 296,000 )

Financing fees ( 6,945 ) —

Repayments of finance lease obligations ( 2,060 ) ( 1,302 )

Repayments of long-term debt and finance lease obligations ( 636 ) ( 440 )

Principal settlements and repurchase of convertible senior notes — ( 2,335 )

1 unchanged sentence

Payments for retirement of warrants — ( 102,213 )

(Payment of taxes) proceeds from share-based compensation, net ( 1,610 ) 13,878

Payment of taxes from share-based compensation, net ( 565 ) ( 2,397 )

Distributions to noncontrolling interests ( 1,800 ) ( 2,043 )

3 unchanged sentences

Cash dividends paid on common stock ( 12,747 ) ( 21,075 )

Net cash provided by (used in) financing activities 65,559 ( 147,505 )

Net cash (used in) provided by financing activities of continuing operations ( 125,175 ) 9,021

Net cash used in financing activities of discontinued operations ( 65 ) ( 263 )

Net cash (used in) provided by financing activities ( 125,240 ) 8,758

Effect of exchange rate changes on cash and cash equivalents ( 323 ) ( 668 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 30,741 ) 1,844

Cash, cash equivalents and restricted cash as of the beginning of the period 114,373 84,735

Cash, cash equivalents and restricted cash as of the end of the period $ 83,632 $ 86,579

Net (decrease) increase in cash and cash equivalents ( 12,365 ) 17,291

Cash and cash equivalents as of the beginning of the period 70,056 114,373

Cash and cash equivalents as of the end of the period $ 57,691 $ 131,664

Supplemental disclosures of cash flow information:

4 unchanged sentences

Leased assets obtained in exchange for new finance lease liabilities $ 3,692 $ 3

Increase in liabilities from the acquisition of property, fixtures and equipment $ 2,662 $ 15,486

Capital expenditures included in current liabilities $ 23,620 $ 36,909

Shares issued on settlement of convertible senior notes $ — $ 216,152

Shares received and retired on exercise of call option under bond hedge upon settlement of convertible senior notes $ — $ ( 8,346 )

Financing fees in accrued liabilities $ 2,040 $ —

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5 unchanged sentences

The Company’s restaurant portfolio includes Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar.

Additional Outback Steakhouse, Carrabba’s Italian Grill and Bonefish Grill restaurants in which the Company has no direct investment are operated under franchise agreements.

Basis of Presentation - The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Additional Outback Steakhouse, Carrabba’s Italian Grill and Bonefish Grill restaurants are operated under franchise agreements.

Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States (“U.S.

GAAP”) for complete financial statements.

In the opinion of the Company, all adjustments necessary for fair financial statement presentation for the periods presented have been included and are of a normal, recurring nature.

In the opinion of the Company, all adjustments necessary for fair statement of results for the periods presented have been included and are of a normal, recurring nature.

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Unless otherwise noted, disclosures within these Notes to Consolidated Financial Statements relate solely to the Company’s continuing operations.

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 29, 2024.

Recently Issued Financial Accounting Standards Not Yet Adopted - In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” (“ASU No.

2023-07”) which requires disclosure of significant segment expenses regularly provided to the Company’s chief operating decision-maker (“CODM”).

2023-07 also allows for multiple measures of segment profit (loss) if the CODM utilizes such measures to allocate resources or assess performance.

2023-07 is effective for the Company beginning with the 2024 Form 10-K, with early adoption permitted, and is required to be applied retrospectively for all prior periods presented.

The Company expects ASU No.

2023-07 to only impact its disclosures with no impacts to its results of operations, cash flows and financial condition.

In December 2023, the FASB issued ASU No.

Recently Issued Financial Accounting Standards Not Yet Adopted - In December 2023, the FASB issued ASU No.

2023-09, “Income Taxes (Topic 740):

1 unchanged sentence

2023-09”) which expands existing income tax disclosures, including disaggregation of the Company’s effective income tax rate reconciliation table and income taxes paid disclosures.

2023-09 is effective for the Company beginning with the 2025 Form 10-K, with early adoption permitted.

2023-09 is effective for the Company beginning with the 2025 Form 10-K, with early adoption permitted, and may be applied either prospectively for reporting periods after the effective date or retrospectively to prior periods presented.

The Company is currently evaluating the impact ASU No.

2023-09 will have on its disclosures.

In March 2024, the SEC adopted the final rule under SEC Release No.

33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” which requires registrants to include climate-related disclosures in their annual reports, including, but not limited to, material Scope 1 and Scope 2 greenhouse gas emissions, climate-related financial metrics, and governance, oversight and risk management processes for material climate-related risks in their audited financial statements.

The final rule also requires certain disclosures regarding expenses incurred in relation to severe weather events and other natural conditions.

The disclosure requirements are first effective for the Company beginning with the 2026 Form 10-K.

In April 2024, the SEC voluntarily stayed the final rule due to pending legal challenges.

The Company is currently monitoring legal challenges to the final rule and evaluating the impact the rule will have on its disclosures.

In November 2024, the FASB issued ASU No.

2 unchanged sentences

2024-03”) which requires detailed disclosures in the notes to financial statements of expense categories within relevant income statement captions including purchases of inventory, employee compensation, depreciation and intangible asset amortization.

2024-03 is effective for the Company beginning with the 2027 Form 10-K, with early adoption permitted, and may

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

be applied either prospectively for reporting periods after the effective date or retrospectively to prior periods presented.

2024-03 is effective for the Company beginning with the 2027 Form 10-K, with early adoption permitted, and may be applied either prospectively for reporting periods after the effective date or retrospectively to prior periods presented.

The Company is currently evaluating the impact ASU No.

1 unchanged sentence

Recent accounting guidance not discussed herein is not applicable, did not have or is not expected to have a material impact to the Company.

Reclassifications - The Company reclassified certain items in the accompanying consolidated financial statements for prior periods to be comparable with the classification for the current period, including presentation of certain items within the notes to the consolidated financial statements.

Reclassifications - The Company reclassified certain immaterial amounts in prior period financial statements to conform to the current period’s presentation.

These reclassifications had no effect on previously reported net income.

Discontinued Operations

On December 30, 2024 (the “Closing Date”), an indirect wholly owned subsidiary of the Company (the “Seller”) completed the sale of 67 % of the ownership interest in its business in Brazil (the “Disposal Group”) to a fund managed by an affiliate of Vinci Partners Investments Ltd.

(the “Buyer”) (the “Brazil Sale Transaction”).

Following the closing, the Brazil restaurants began operating as unconsolidated franchisees.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The aggregate consideration paid to the Seller consists of 67 % of the enterprise valuation of the Disposal Group in the amount of R$ 2.06 billion Brazilian Reais, which equals R$ 1.4 billion Brazilian Reais (approximately $ 225.3 million in U.S.

Dollars based on the exchange rate on the Closing Date), subject to customary adjustments, and withholding for Brazilian taxes (the “Purchase Price”).

On December 30, 2024 the Company received cash proceeds, net of withheld income taxes, of $ 103.9 million, in U.S.

dollars based on the exchange rate on the Closing Date, representing 52 % of the Purchase Price.

The proceeds were applied to the Company’s revolving credit facility during the thirteen weeks ended March 30, 2025.

The second installment payment, representing 48 % of the Purchase Price, is due on the first anniversary of the Closing Date (based on the exchange rate on the date of payment) and will generate interest income based on the interbank deposit rate in Brazil until paid.

During the thirteen weeks ended March 30, 2025 the Company recorded a pretax gain on the sale of the Disposal Group of $ 2.9 million within Net (loss) income from discontinued operations, net of tax in its Consolidated Statements of Operations and Comprehensive Income (Loss).

The sale represents a strategic shift to a primarily franchised model for the Company’s international operations.

The assets and liabilities of the Disposal Group were classified as held for sale on the Company’s Consolidated Balance Sheet as of December 29, 2024.

For the thirteen weeks ended March 30, 2025 and March 31, 2024, all sales, direct costs and expenses and income taxes attributable to restaurants classified as discontinued operations have been aggregated to a single caption titled (Loss) income from discontinued operations, net of tax in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented.

As of the Closing Date, the fair value of the Company’s retained interest was $ 59.9 million based on the proportional enterprise valuation of the Disposal Group, adjusted for debt used by the Buyer to fund a portion of the Purchase Price and to be pushed down to the operating entity subsequent to the second installment payment.

See Note 3 - Equity Method Investment for additional details regarding the Company’s retained interest in its Brazil operations.

(Loss) income from discontinued operations, net of tax , in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) includes the following for the periods indicated:

THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Revenues $ — $ 132,810

Operating costs and expenses

Gain on sale of Brazil business (1)

Income from operations 2,903 6,236

Provision for income taxes

(Loss) income from discontinued operations, net of tax $ ( 254 ) $ 2,908

____________________

(1) Includes $ 1.6 million of foreign currency translation gains on contingent consideration assets and indemnification liabilities, as discussed below.

Contingent Consideration Assets and Indemnification Liabilities - During the thirteen weeks ended March 30, 2025 , the Company recognized contingent consideration assets of $ 29.3 million and indemnification liabilities of $ 6.9 million within Other assets, net and Other long-term liabilities, net, respectively, on the Company’s Consolidated Balance Sheet in connection with the Brazil Sale Transaction.

As of March 30, 2025, the Company’s balance of contingent consideration assets and indemnification liabilities, which are denominated in Brazilian Reais, increased to $ 31.5 million and $ 7.5 million, respectively, as a result of fluctuations in foreign exchange rates.

All future activity related to contingent consideration assets and indemnification liabilities, including foreign exchange gains and losses, will also be reflected in discontinued operations.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Equity Method Investment

Subsequent to the Brazil Sale Transaction, the Company retained a 33 % interest in the franchisee of the Company’s restaurants in Brazil, which is accounted for using the equity method of accounting.

To ensure timely reporting, the Company records the results of the equity method investment in Brazil on a calendar basis one-month lag.

As of March 30, 2025, the carrying value of the Company’s equity method investment was $ 61.8 million and is recorded in Equity method investment on its Consolidated Balance Sheet.

The Company’s proportionate share of net loss from its equity interest was $ 1.3 million for the quarter ended March 30, 2025 and is recorded within Loss from equity method investment, net of tax in the Consolidated Statements of Operations and Comprehensive Income (Loss).

Revenue Recognition

The following tables include the disaggregation of Restaurant sales and franchise revenues by restaurant concept and major international market for the periods indicated:

The following table includes the disaggregation of Restaurant sales and franchise revenues by restaurant concept and segment for the periods indicated:

THIRTEEN WEEKS ENDED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

(dollars in thousands) RESTAURANT SALES FRANCHISE REVENUES RESTAURANT SALES FRANCHISE REVENUES

Outback Steakhouse $ 518,152 $ 7,542 $ 526,960 $ 7,517

Carrabba’s Italian Grill 159,840 635 165,742 704

Bonefish Grill 118,941 97 128,425 87

Fleming’s Prime Steakhouse & Wine Bar 78,424 — 76,919 —

Other 1,695 30 3,092 16

total 877,052 8,304 901,138 8,324

International

Outback Steakhouse - Brazil 127,175 — 138,187 —

Other (1) 20,863 3,331 25,088 3,496

International total 148,038 3,331 163,275 3,496

Total $ 1,025,090 $ 11,635 $ 1,064,413 $ 11,820

THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

MARCH 30, 2025 MARCH 31, 2024

(dollars in thousands) RESTAURANT SALES FRANCHISE REVENUES RESTAURANT SALES FRANCHISE REVENUES

5 unchanged sentences

total 1,020,130 8,935 1,030,896 9,254

International

Outback Steakhouse - Brazil 370,369 — 379,498 —

International Franchise (1) — 9,283 — 10,112

Other (2) 9,387 22 15,794 —

International total 438,106 10,029 454,832 10,980

Total $ 1,029,517 $ 18,240 $ 1,046,690 $ 19,366

________________

(1) Includes Restaurant sales for Company-owned Outback Steakhouse restaurants outside of Brazil and Abbraccio restaurants in Brazil.

Franchise revenues primarily include revenues from franchised Outback Steakhouse restaurants.

(1) T he thirteen weeks ended March 30, 2025 include intercompany royalties from Brazil prior to the sale and royalties from Brazil after the sale.

(2) Includes Restaurant sales for Company-owned restaurants in Hong Kong and China.

BLOOMIN’ BRANDS, INC.

2 unchanged sentences

The following table includes a detail of assets and liabilities from contracts with customers included on the Company’s Consolidated Balance Sheets as of the periods indicated:

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023

(dollars in thousands) MARCH 30, 2025 DECEMBER 29, 2024

Other current assets, net

9 unchanged sentences

The following table is a rollforward of deferred gift card sales commissions for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Balance, beginning of the period $ 16,935 $ 18,081

4 unchanged sentences

The following table is a rollforward of unearned gift card revenue for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Balance, beginning of the period $ 366,059 $ 372,551

7 unchanged sentences

Impairments and Exit Costs

The components of Provision for impaired assets and restaurant closings are as follows for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 29, 2024

The components of Provision for impaired assets and restaurant closings are as follows for the period indicated:

THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 31, 2024

Impairment losses

(1) $ 1,251 $ 3,103

International (2) 17 14,065

Total impairment losses 1,852

Restaurant closure charges

(1) $ 615 $ 11,834

International (2) 3,714 3,729

Total restaurant closure charges 9,021

1 unchanged sentence

________________

(1) Primarily includes charges in connection with the 2023 Restaurant Closures, as discussed below.

(2) Primarily includes charges in connection with the Q2 2024 decision to close nine restaurants in Hong Kong.

2023 Restaurant Closures - During the fourth quarter of 2023, the Company closed three U.S.

and two international Aussie Grill restaurants and made the decision to close 36 predominantly older, underperforming U.S.

(1) Primarily related to the closure of 36 predominantly older, underperforming U.S.

restaurants (the “2023 Restaurant Closures”).

Following is a summary of expenses recognized in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the period indicated (dollars in thousands):

DESCRIPTION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATION THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024

Asset impairments and closure charges Provision for impaired assets and restaurant closings $ 11,890

Severance and other expenses General and administrative 3,403

Closure-related labor costs Labor and other related 434

________________

(1) During the fourth quarter of 2023, the Company recognized $ 32.4 million of net charges in connection with the 2023 Restaurant Closures.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Activity for the thirteen weeks ended March 30, 2025 is immaterial.

Earnings (Loss) Per Share

The following table presents the computation of basic and diluted earnings (loss) per share for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(in thousands, except per share data) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

THIRTEEN WEEKS ENDED

(in thousands, except per share data) MARCH 30, 2025 MARCH 31, 2024

Net income (loss) attributable to Bloomin’ Brands $ 42,152 $ ( 83,872 )

$ 6,912 $ 44,528 $ ( 48,557 ) $ 204,116

Net (loss) income from discontinued operations, net of tax ( 254 ) 2,908

Net income (loss) attributable to Bloomin’ Brands from continuing operations $ 42,406 $ ( 86,780 )

Basic weighted average common shares outstanding 84,902 87,024

1 unchanged sentence

Stock-based compensation awards 228 —

Convertible senior notes (1) 744 5,367 — 5,067

Warrants (1) 273 3,800 — 3,407

Diluted weighted average common shares outstanding 85,130 87,024

Basic earnings (loss) per share:

Continuing operations $ 0.50 $ ( 1.00 )

Discontinued operations — 0.03

Net basic earnings (loss) per share $ 0.50 $ ( 0.96 )

Diluted earnings (loss) per share:

Continuing operations $ 0.50 $ ( 1.00 )

Discontinued operations — 0.03

Net diluted earnings (loss) per share $ 0.50 $ ( 0.96 )

Antidilutive stock-based compensation awards 2,151 1,095

________________

(1) During the thirty-nine weeks ended September 29, 2024, the Company repurchased $ 83.6 million of the convertible notes due in 2025 and settled the corresponding portion of the related note hedges and warrants (the “2025 Notes Partial Repurchase”).

Stock-based Compensation Plans

The Company recognized stock-based compensation expense as follows for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Stock-based compensation expense, net of capitalized expense (1) $ 2,342 $ 4,392 $ 5,237 $ 12,395

________________

(1) The thirty-nine weeks ended September 29, 2024 includes a cumulative life-to-date adjustment to decrease expense for PSUs granted in fiscal year 2023 based on updated assumptions regarding the criteria set forth in the award agreements.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

(UNAUDITED) - Continued

Stock-based Compensation Plans

The following table presents a summary of the Company’s performance-based share units (“PSUs”) and restricted stock units (“RSUs”) activity:

6 unchanged sentences

Forfeited ( 172 ) ( 129 ) $ 27.81 $ 22.55

Outstanding as of September 29, 2024 722 889 $ 27.42 $ 21.02 $ 12,133 $ 14,937

Expected to vest as of September 29, 2024 (4) 264 889 $ 4,432 $ 14,937

Outstanding as of March 30, 2025 633 1,458 $ 18.12 $ 13.06 $ 4,692 $ 10,801

Expected to vest as of March 30, 2025 (4) 312 1,458 $ 2,309 $ 10,801

________________

(1) Based on the $ 28.15 and $ 16.80 share price of the Company’s common stock on December 29, 2023 and September 27, 2024, the last trading day of the year ended December 31, 2023 and thirty-nine weeks ended September 29, 2024, respectively.

(2) The weighted average dividend yield for RSUs granted during 2024 is 4.53 %.

(1) Based on the $ 12.27 and $ 7.41 share price of the Company’s common stock on December 27, 2024 and March 28, 2025, the last trading day of the year ended December 29, 2024 and thirteen weeks ended March 30, 2025, respectively.

(2) The weighted average dividend yield was 6.40 % and 6.46 % for PSUs and RSUs, respectively.

For PSU’s, a new performance structure was used for grants beginning in 2025.

The new structure contains separate performance goals that are set at the beginning of each of the three annual performance periods and cliff vest after three years .

(3) Represents adjustment to 0 % payout for PSUs granted during 2022.

(4) For PSUs, estimated number of units to be issued upon the vesting of outstanding PSUs based on Company performance projections of performance criteria set forth in the 2023, 2024 and 2025 PSU award agreements.

Assumptions used in the Monte Carlo simulation model and the grant date fair value of PSUs granted were as follows for the periods indicated:

THIRTY-NINE WEEKS ENDED

SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Risk-free interest rate (1) 4.37 % 4.26 %

Dividend yield (2) 3.49 % 3.47 %

Volatility (3) 51.41 % 51.02 %

Grant date fair value per unit (4) $ 27.26 $ 29.01

________________

(1) Risk-free interest rate is the U.S.

Treasury yield curve in effect as of the grant date for the performance period of the unit.

(2) Dividend yield is the level of dividends expected to be paid on the Company’s common stock over the expected term.

(3) Based on the historical volatility of the Company’s stock over the last seven years.

(4) Represents a discount below and a premium above the grant date per share value of the Company’s common stock for the relative total shareholder return modifier of ( 1.6 )% and 2.7 % during the thirty-nine weeks ended September 29, 2024 and September 24, 2023, respectively.

The following represents unrecognized stock-based compensation expense and the remaining weighted average recognition period as of September 29, 2024:

The following represents unrecognized stock-based compensation expense and the remaining weighted average recognition period as of March 30, 2025:

UNRECOGNIZED COMPENSATION EXPENSE

2 unchanged sentences

Restricted stock units $ 14,925 2.3

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Supplemental Balance Sheet Information

Other current assets, net , consisted of the following as of the periods indicated:

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023

(dollars in thousands) MARCH 30, 2025 DECEMBER 29, 2024

Prepaid expenses $ 28,329 $ 23,102

Installment receivable from sale of business 120,214 —

Accounts receivable - gift cards, net 8,016 73,113

5 unchanged sentences

$ 200,625 $ 158,775

Goodwill and Intangible Assets - The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets during its second fiscal quarter.

The Company’s 2024 assessment was qualitative and its 2023 assessment was quantitative.

In connection with these assessments, the Company did no t record any impairment charges.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Other assets, net , consisted of the following as of the periods indicated:

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023

(dollars in thousands) MARCH 30, 2025 DECEMBER 29, 2024

Company-owned life insurance $ 30,999 $ 31,971

1 unchanged sentence

Liquor licenses 22,533 22,422

Judicial deposits (2) 64,493 20,485

Contingent consideration assets 31,493 —

Other assets 10,790 9,335

1 unchanged sentence

________________

(1) Net of accumulated amortization of $ 0.1 million and $ 11.7 million as of September 29, 2024 and December 31, 2023, respectively.

During the thirteen weeks ended September 29, 2024, the Company recorded $ 9.0 million of deferred debt issuance costs in connection with the Third Amended and Restated Credit Agreement, as defined below.

See Long-term debt, net below for details regarding the Third Amended and Restated Credit Agreement.

(2) These assets arise from the Company’s Brazilian operations and their realization could take several years.

Includes $ 43.2 million as of September 29, 2024 related to the Brazil tax legislation.

See Note 12 - Income Taxes for details regarding the judicial deposits in connection with Brazil tax legislation.

(1) Net of accumulated amortization of $ 1.2 million and $ 0.6 million as of March 30, 2025 and December 29, 2024, respectively.

Accrued and other current liabilities consisted of the following as of the periods indicated:

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023

(dollars in thousands) MARCH 30, 2025 DECEMBER 29, 2024

Accrued payroll and other compensation $ 50,961 $ 64,522

2 unchanged sentences

$ 156,360 $ 178,314

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Other long-term liabilities, net , consisted of the following as of the periods indicated:

(dollars in thousands) MARCH 30, 2025 DECEMBER 29, 2024

Accrued insurance $ 36,499 $ 33,519

Deferred compensation obligations 29,342 32,597

Other long-term liabilities (1) 38,797 27,304

$ 104,638 $ 93,420

________________

(1) Includes indemnification liabilities in connection with the Brazil Sale Transaction.

See Note 2 – Discontinued Operations for additional details.

Long-term debt, net , consisted of the following as of the periods indicated:

SEPTEMBER 29, 2024 DECEMBER 31, 2023

MARCH 30, 2025 DECEMBER 29, 2024

(dollars in thousands) OUTSTANDING BALANCE INTEREST RATE OUTSTANDING BALANCE INTEREST RATE

Senior secured credit facility - revolving credit facility (1) $ 600,000 6.22 % $ 710,000 6.52 %

Former credit facility - revolving credit facility (1) — 381,000 6.96 %

2025 Notes (2) 20,724 5.00 % 20,724 5.00 %

5 unchanged sentences

(1) Interest rate represents the weighted average interest rate as of the respective periods.

(2) During the thirty-nine weeks ended September 29, 2024, the Company repurchased $ 83.6 million of the 2025 Notes and as a result, wrote off $ 0.8 million of debt issuance costs.

See Note 7 - Convertible Senior Notes for additional details.

(3) Obligations under the 2025 Notes, which mature on May 1, 2025, have been classified as long-term, reflecting the Company’s intent and ability to refinance these notes through its existing revolving credit facility.

Third Amended and Restated Credit Agreement – On September 19, 2024, the Company and OSI, as co-borrowers, entered into the Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”), which provides for senior secured financing of up to $ 1.2 billion consisting of a revolving credit facility (the “Senior Secured Credit Facility”).

The Senior Secured Credit Facility matures on September 19, 2029 and replaced the Company’s prior senior secured financing of up to $ 1.0 billion (the “Former Credit Facility”).

The total indebtedness of the Company and interest rate applied to the Company’s borrowings remained unchanged as a result of the Third Amended and Restated Credit Agreement.

The commitments under the Third Amended and Restated Credit Agreement may be increased in an aggregate principal amount of up to;

(i) $ 550.0 million or (ii) at the Company’s option, up to an unlimited amount of incremental facilities, so long as the Consolidated Senior Secured Net Leverage Ratio, as defined in the Third Amended and Restated Credit Agreement, is no more than 3.00 to 1.00 as of the last day of the most recent period of four consecutive fiscal quarters ended, after giving effect to any such incurrence on a pro forma basis.

Under the Third Amended and Restated Credit Agreement, the Company may elect an interest rate at each reset period based on the Base Rate or Term SOFR, plus an applicable spread.

The Term SOFR rate is the forward-looking term rate based on the secured overnight financing rate (“SOFR”) that is published by CME Group Benchmark Administration Limited (“Term SOFR”).

The Base Rate option is the highest of:

(i) the prime rate of Wells Fargo Bank, National Association, (ii) the federal funds effective rate plus 0.5 of 1.0% or (iii) the one-month Term SOFR plus a 0.10 % Term SOFR Adjustment, plus 1.0 % (the “Base Rate”).

The Adjusted Term SOFR option is the Term SOFR rate plus a 0.10 % Term SOFR Adjustment, subject to a 0 % floor.

The interest rate spreads are as follows:

BASE RATE ELECTION ADJUSTED TERM SOFR ELECTION

Revolving credit facility 50 to 150 basis points over the Base Rate

150 to 250 basis points over the Adjusted Term SOFR

The Third Amended and Restated Credit Agreement requires a Total Net Leverage Ratio (“TNLR”) not to exceed 4.50 to 1.00 (with a limited ability to temporarily increase TNLR to 5.00 to 1.00 in connection with material acquisitions).

TNLR is the ratio of Consolidated Total Debt (Current portion of long-term debt and Long-term debt, net of cash, excluding the 2025 Notes) to Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization and certain other adjustments as defined in the Third Amended and Restated Credit Agreement).

Debt Covenants - As of September 29, 2024 and December 31, 2023, the Company was in compliance with its debt covenants.

(2) Obligations under the 2025 Notes, which matured on May 1, 2025, have been classified as long-term, reflecting the Company’s intent and ability to refinance these notes through borrowings on its existing revolving credit facility.

On May 1, 2025, the 2025 Notes were settled primarily using borrowings from the revolving credit facility.

Debt Covenants - As of March 30, 2025 and December 29, 2024, the Company was in compliance with its debt c ovenants.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

(UNAUDITED) - Continued

Maturities - Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of September 29, 2024:

(dollars in thousands) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 THEREAFTER TOTAL

Debt repayments $ 20,724 $ — $ — $ — $ 1,075,000 $ — $ 1,095,724

Convertible Senior Notes

2025 Notes - On February 29, 2024, the Company entered into exchange agreements (the “Exchange Agreements”) with certain holders (the “Noteholders”) of its 5.00 % Convertible Senior Notes due 2025 (the “2025 Notes”).

The Exchange Agreements provided for the Company to deliver and pay at the closing of the transactions on March 5, 2024, an aggregate of approximately 7.5 million shares of its common stock and $ 3.3 million in cash, including accrued interest, in exchange for $ 83.6 million in aggregate principal amount of the Company’s outstanding 2025 Notes (the “2025 Notes Partial Repurchase”).

In connection with the 2025 Notes Partial Repurchase, the Company recognized a loss on extinguishment of debt of $ 135.8 million and recorded a $ 216.1 million increase to Additional paid-in capital during the thirty-nine weeks ended September 29, 2024.

In connection with dividends paid during the thirty-nine weeks ended September 29, 2024, the conversion rate for the Company’s remaining 2025 Notes decreased to approximately $ 10.79 per share, which represents 92.643 shares of common stock per $ 1,000 principal amount of the 2025 Notes, or a total of approximately 1.920 million shares.

The following table includes the outstanding principal amount and carrying value of the 2025 Notes as of the periods indicated:

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023

The following table includes the outstanding principal amount and carrying value of the Company’s remaining 5.00 % convertible senior notes due in 2025 (the “2025 Notes”) as of the periods indicated:

(dollars in thousands) MARCH 30, 2025 DECEMBER 29, 2024

Principal $ 20,724 $ 20,724

1 unchanged sentence

Net carrying amount $ 20,710 $ 20,668

________________

(1) During the thirty-nine weeks ended September 29, 2024, the Company wrote off $ 0.8 million of debt issuance costs as a result of the 2025 Notes Partial Repurchase.

Following is a summary of interest expense for the 2025 Notes by component for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Coupon interest $ 259 $ 1,006

3 unchanged sentences

(1) The effective rate of the 2025 Notes over their expected life is 5.85 %.

The decrease in interest expense during the thirteen and thirty-nine weeks ended September 29, 2024 relates to the 2025 Notes Partial Repurchase in February 2024.

Based on the daily closing prices of the Company’s stock during the quarter ended September 29, 2024, the remaining holders of the 2025 Notes are eligible to convert their notes during the fourth quarter of 2024.

Convertible Note Hedge and Warrant Transactions - In connection with the 2025 Notes Partial Repurchase, on February 29, 2024, the Company entered into partial unwind agreements with certain financial institutions (the “Derivative Counterparties”) relating to a portion of the convertible note hedge transactions (the “Note Hedge Early Termination Agreements”) and a portion of the warrant transactions (the “Warrant Early Termination Agreements” and together with the Note Hedge Early Termination Agreements, the “Early Termination Agreements”) that were

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

previously entered into by the Company in connection with the issuance of the 2025 Notes.

Pursuant to the Early Termination Agreements, the Derivative Counterparties made a termination payment to the Company which consisted of approximately $ 118.2 million in cash and 0.3 million shares of common stock, and the Company made a termination payment to the Derivative Counterparties in an aggregate amount of approximately $ 102.2 million in cash.

In connection with the Note Hedge Early Termination Agreements and the Warrant Early Termination Agreements, the Company recorded a $ 126.5 million increase and a $ 102.2 million decrease, respectively, to Additional paid-in capital during the thirty-nine weeks ended September 29, 2024.

The Company also recorded an $ 8.3 million increase to Accumulated deficit in connection with the Note Hedge Early Termination Agreements.

The remaining warrants have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the warrants.

In connection with dividends paid during thirty-nine weeks ended September 29, 2024, the strike price for the remaining warrants decreased to $ 15.11 .

The 2025 Notes matured on May 1, 2025, and were settled in cash for $ 20.7 million, excluding accrued interest.

In connection with the maturity of the 2025 Notes, the related convertible note hedges entered into with certain purchasers of the 2025 Notes and/or their respective affiliates and other financial institutions expired.

The warrants remain proportional to the 2025 Notes that matured May 1, 2025 and have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the warrants.

The warrants expire on various dates following the maturity of the 2025 Notes through November 21, 2025, unless the Company terminates the warrants prior to their scheduled expiration.

In connection with dividends paid during thirteen weeks ended March 30, 2025, the strike price for the remaining warrants decreased to $ 14.60 .

Stockholders’ Equity

Share Repurchases - In February 2024, the Company’s Board of Directors (the “Board”) canceled the remaining $ 57.5 million under the Company’s former share repurchase authorization and approved a new $ 350.0 million share repurchase authorization (the “2024 Share Repurchase Program”).

The 2024 Share Repurchase Program includes capacity above the Company’s normal repurchase activity to provide flexibility in retiring the 2025 Notes at or prior to their May 2025 maturity.

The 2024 Share Repurchase Program will expire on August 13, 2025 .

On March 1, 2024, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”), in connection with the 2024 Share Repurchase Program, with Wells Fargo Bank, National Association (“Wells Fargo”) to repurchase $ 220.0 million of the Company’s common stock.

Under the ASR Agreement, the Company made an aggregate payment of $ 220.0 million to Wells Fargo and received an aggregate initial delivery of approximately 6.5 million shares of common stock on March 4, 2024, representing approximately 80 % of the total shares that were estimated to be repurchased under the ASR Agreement based on the price per share of common stock as of that date.

The $ 176.0 million fair value of the initial shares received was recorded as a reduction to Accumulated deficit and the par value from Common stock, with the remaining $ 44.0 million recorded within Additional paid-in capital during the thirteen weeks ended March 31, 2024.

The exact number of shares the Company repurchased under the ASR Agreement was based generally on the average of the daily volume-weighted average price per share of common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement.

On April 23, 2024, the Company received 1.4 million additional shares of common stock from Wells Fargo in connection with the final settlement of the ASR Agreement.

In connection with the settlement, the Company reduced Accumulated deficit and the par value from Common stock by an aggregate of $ 38.3 million based on the fair value of the shares delivered on the date of settlement, with an offset of $ 38.3 million within Additional paid-in capital during the thirteen weeks ended June 30, 2024.

The Company funded the payment under the ASR Agreement, together with the cash portion of the amounts payable under the Exchange Agreements, primarily with borrowings under the revolving credit facility and net proceeds from the Early Termination Agreements.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

As of September 29, 2024, $ 96.8 million remained available for repurchase under the 2024 Share Repurchase Program.

Following is a summary of the shares repurchased during fiscal year 2024:

(in thousands, except per share data) NUMBER OF SHARES AVERAGE REPURCHASE PRICE PER SHARE AMOUNT

First fiscal quarter 6,948 $ 27.13 $ 188,500

Second fiscal quarter (1) 2,156 $ 27.36 59,000

Third fiscal quarter 969 $ 18.78 18,195

Total common stock repurchases (2) 10,073 $ 26.38 $ 265,695

________________

(1) Includes $ 44.0 million of share repurchases in connection with the ASR Agreement that settled during the thirteen weeks ended June 30, 2024.

(2) Excludes $ 0.4 million of fees recorded in Accumulated deficit related to repurchases under the ASR Agreement.

Share Repurchases - In February 2024, the Company’s Board of Directors (the “Board”) approved a $ 350.0 million share repurchase authorization (the “2024 Share Repurchase Program”).

As of March 30, 2025, $ 96.8 million remained available for repurchase.

Dividends - The Company declared and paid dividends per share during fiscal year 2025 as follows:

1 unchanged sentence

First fiscal quarter $ 0.15 $ 12,747

Second fiscal quarter 0.24 20,762

Third fiscal quarter 0.24 20,375

Total cash dividends declared and paid $ 0.72 $ 62,212

In October 2024, the Board declared a quarterly cash dividend of $ 0.24 per share, payable on December 11, 2024 to shareholders of record at the close of business on November 25, 2024 .

Accumulated Other Comprehensive Loss (“AOCL”) - The following table is a rollforward of the components of AOCL for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Foreign currency translation adjustment:

In April 2025, the Board declared a quarterly cash dividend of $ 0.15 per share, payable on June 4, 2025 to shareholders of record at the close of business on May 20, 2025.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Accumulated Other Comprehensive Income (Loss) - The following table is a rollforward of the components of Accumulated Other Comprehensive Income (Loss) for the periods indicated:

THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Foreign currency translation:

Balance, beginning of the period $ ( 212,172 ) $ ( 177,689 )

Foreign currency translation adjustment (1)

( 2,353 ) ( 1,931 )

Reclassification of foreign currency translation adjustments into earnings due to sale of business 217,548 —

Balance, end of the period

Loss on derivatives, net of tax:

$ 3,023 $ ( 179,620 )

(Loss) gain on derivatives, net of tax:

Balance, beginning of the period $ ( 621 ) $ ( 615 )

2 unchanged sentences

Balance, end of the period $ ( 798 ) $ 542

Accumulated other comprehensive loss:

Accumulated other comprehensive income (loss):

Balance beginning of the period $ ( 212,793 ) $ ( 178,304 )

Other comprehensive (loss) income attributable to Bloomin' Brands ( 15,323 ) 3,103 ( 25,625 ) 6,471

Other comprehensive income (loss) attributable to Bloomin' Brands 215,018 ( 774 )

Balance, end of the period $ 2,225 $ ( 179,078 )

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

____________________

(1) Represents foreign currency translation adjustments primarily related to the Company’s equity method investment.

Derivative Instruments and Hedging Activities

Cash Flow Hedges of Interest Rate Risk - In March 2024 and December 2023, OSI entered into 11 interest rate swap agreements with ten counterparties (the “Swap Transactions”) to manage its exposure to fluctuations in variable interest rates.

The Swap Transactions have an aggregate notional amount of $ 375.0 million and include one and two-year tenors with the following terms:

The remaining Swap Transactions have an aggregate notional amount of $ 275.0 million with the following terms:

NOTIONAL AMOUNT WEIGHTED AVERAGE FIXED INTEREST RATE (1) EFFECTIVE DATE TERMINATION DATE

$ 100,000,000 4.34 % December 29, 2023 December 31, 2025

100,000,000 4.34 % December 29, 2023 December 31, 2025

175,000,000 4.40 % March 29, 2024 March 31, 2026

2 unchanged sentences

(1) The weighted average fixed interest rate excludes the term SOFR adjustment and interest rate spread described below.

In connection with the Swap Transactions, the Company effectively converted $ 375.0 million of its outstanding indebtedness from SOFR, plus a term SOFR adjustment of 0.10 % and a spread of 150 to 250 basis points, to the weighted average fixed interest rates within the table above, plus a term SOFR adjustment of 0.10 % and a spread of 150 to 250 basis points.

In connection with the remaining Swap Transactions, the Company effectively converted $ 275.0 million of its outstanding indebtedness from SOFR, plus a term SOFR adjustment of 0.10 % and a spread of 150 to 250 basis points, to the weighted average fixed interest rates within the table above, plus a term SOFR adjustment of 0.10 % and a spread of 150 to 250 basis points.

The Swap Transactions have an embedded floor of minus 0.10 %.

The Swap Transactions have been designated and qualify as cash flow hedges, are recognized on the Company’s Consolidated Balance Sheets at fair value and are classified based on the instruments’ maturity dates.

The Company estimates $ 1.9 million of interest expense will be reclassified from AOCL to Interest expense, net over the next 12 months related to its Swap Transactions.

The Company estimates $ 1.1 million of interest expense will be reclassified from Accumulated Other Comprehensive Income (Loss) to Interest expense, net over the next 12 months related to the Swap Transactions.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The following table presents the fair value and classification of the Company’s swap agreements as of the periods indicated:

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023 CONSOLIDATED BALANCE SHEET CLASSIFICATION

Interest rate swaps - asset (1) $ — $ 320 Other current assets, net

(dollars in thousands) CONSOLIDATED BALANCE SHEETS CLASSIFICATION MARCH 30, 2025 DECEMBER 29, 2024

Interest rate swaps - liability Accrued and other current liabilities $ 951 $ 579

6 unchanged sentences

The Company continually assesses the creditworthiness of its counterparties.

As of September 29, 2024, all counterparties to the Swap Transactions performed in accordance with their contractual obligations.

As of September 29, 2024 and December 31, 2023, the fair value of the Swap Transactions was in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk, of $ 3.3 million and $ 0.8 million, respectively.

As of September 29, 2024 and December 31, 2023, the Company has not posted any collateral related to the Swap Transactions.

As of March 30, 2025, all counterparties to the Swap Transactions performed in accordance with their contractual obligations.

As of March 30, 2025 and December 29, 2024, the fair value of the Company’s Swap Transactions was in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk, of $ 1.1 million and $ 0.8 million, respectively.

As of March 30, 2025 and December 29, 2024, the Company has not posted any collateral related to the Swap Transactions.

The Swap Transactions contain provisions whereby the Company could be declared in default on its derivative obligations if the repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on indebtedness.

If the Company had breached any of these provisions as of September 29, 2024 and

If the Company had breached any of these provisions as of March 30, 2025 and December 29, 2024, it could have been required to settle its obligations under the Swap Transactions at their termination value of $ 1.1 million and $ 0.8 million, respectively.

Non-Designated Hedges

During the fourth quarter of 2024, the Company entered into foreign currency forward contracts to partially offset the foreign currency exchange gains and losses generated by the Brazilian Reais rate risk associated with the purchase price installment payments from the Brazil Sale Transaction.

As of March 30, 2025, the Company had R$ 697.0 million Brazilian Reais (approximately $ 120.2 million U.S.

Dollars) of outstanding notional amounts related to its foreign currency forward contracts.

The liability and asset related to the foreign exchange forward contracts as of March 30, 2025 and December 29, 2024 are not material.

As of March 30, 2025 and December 29, 2024, the Company has not posted any collateral related to the foreign currency forward contracts.

The followin g table summarizes the effects of the Company’s foreign exchange forward contracts on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the period indicated:

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025

Loss on foreign currency forward contracts (1) General and administrative $ 10,250

____________________

(1) The loss on foreign currency forward contracts is materially offset by the gains on foreign currency exchange related to the installment receivable from the Brazil Sale Transaction.

The Company’s interest rate swaps and foreign currency forward contracts are subject to master netting arrangements.

As of March 30, 2025, the Company elected not to offset derivative positions in the balance sheet with the same counterparty under the same agreement.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

(UNAUDITED) - Continued

December 31, 2023, it could have been required to settle its obligations under the Swap Transactions at their termination value of $ 3.3 million and $ 0.8 million, resp ectively.

The following table includes a detail of lease assets and liabilities included on the Company’s Consolidated Balance Sheets as of the periods indicated:

(dollars in thousands) CONSOLIDATED BALANCE SHEET CLASSIFICATION SEPTEMBER 29, 2024 DECEMBER 31, 2023

(dollars in thousands) CONSOLIDATED BALANCE SHEETS CLASSIFICATION MARCH 30, 2025 DECEMBER 29, 2024

Operating lease right-of-use assets Operating lease right-of-use assets $ 1,031,937 $ 1,012,857

7 unchanged sentences

________________

(1) Net of accumulated amortization of $ 5.3 million and $ 4.7 million as of September 29, 2024 and December 31, 2023, respectively.

Following is a summary of expenses and income related to leases recognized in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for the periods indicated:

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATION THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

(1) Net of accumulated amortization of $ 4.7 million and $ 4.0 million as of March 30, 2025 and December 29, 2024, respectively.

Following is a summary of expenses and income related to leases recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the periods indicated:

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Operating lease cost (1) Other restaurant operating $ 42,305 $ 42,932

6 unchanged sentences

________________

(1) Excludes rent expense for office facilities and Company-owned closed or subleased properties of $ 3.7 million and $ 3.1 million for the thirteen weeks ended September 29, 2024 and September 24, 2023, respectively, and $ 10.9 million and $ 9.1 million for the thirty-nine weeks ended September 29, 2024 and September 24, 2023, respectively, which is included in General and administrative expense.

(1) Excludes rent expense for office facilities and Company-owned closed or subleased properties of $ 3.6 million and $ 3.4 million for the thirteen weeks ended March 30, 2025 and March 31, 2024, respectively, which is included in General and administrative expense.

The following table is a summary of cash flow impacts to the Company’s Consolidated Financial Statements related to its leases for the periods indicated:

THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Cash flows from operating activities:

10 unchanged sentences

Fair Value Measurements on a Recurring Basis - The following table summarizes the Company’s financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of the periods indicated:

CONSOLIDATED BALANCE SHEET CLASSIFICATION MEASUREMENT LEVEL FAIR VALUE

(dollars in thousands) SEPTEMBER 29, 2024 DECEMBER 31, 2023

CONSOLIDATED BALANCE SHEETS CLASSIFICATION

MEASUREMENT LEVEL FAIR VALUE

(dollars in thousands) MARCH 30, 2025 DECEMBER 29, 2024

Short-term investments Cash and cash equivalents Level 1 $ 4,982 $ 11,868

Short-term investments Restricted cash and cash equivalents Level 1 $ — $ 2,854

Interest rate swaps Other current assets, net Level 2 $ — $ 320

Foreign currency forward contracts Other current assets, net Level 2 $ — $ 304

Interest rate swaps Accrued and other current liabilities Level 2 $ 951 $ 579

Foreign currency forward contracts Other current liabilities, net Level 2 $ 192 $ —

Interest rate swaps Other long-term liabilities Level 2 $ 121 $ 255

2 unchanged sentences

Short-term investments Carrying value approximates fair value because maturities are less than three months.

Interest rate swaps Fair value measurements are based on the contractual terms of the derivatives and observable market-based inputs.

The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads.

Derivative instruments The Company’s derivative instruments include interest rate swaps and foreign currency forward contracts.

Fair value measurements are based on the contractual terms of the derivatives and observable market-based inputs.

Interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads.

Foreign currency forwards are valued by comparing the contracted forward exchange rate to the current market forward exchange rate.

Key inputs for the valuation of the foreign currency forwards are spot rates, foreign currency forward rates, and the interest rate curve of the domestic currency.

The Company also considers its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

As of September 29, 2024 and December 31, 2023, the Company determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives.

As of March 30, 2025 and December 29, 2024, the Company determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives.

Interim Disclosures about Fair Value of Financial Instruments - The Company’s non-derivative financial instruments consist of cash equivalents, accounts receivable, accounts payable and long-term debt.

The fair values of cash equivalents, accounts receivable and accounts payable approximate their carrying amounts reported on its Consolidated Balance Sheets due to their short duration.

The fair values of cash equivalents, accounts receivable and accounts payable approximate their carrying amounts reported on the Company’s Consolidated Balance Sheets due to their short duration.

Debt is carried at amortized cost;

1 unchanged sentence

The following table includes the carrying value and fair value of the Company’s debt by hierarchy level as of the periods indicated:

SEPTEMBER 29, 2024 DECEMBER 31, 2023

MARCH 30, 2025 DECEMBER 29, 2024

(dollars in thousands) CARRYING VALUE FAIR VALUE LEVEL 2 CARRYING VALUE FAIR VALUE LEVEL 2

5 unchanged sentences

(UNAUDITED) - Continued

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Income (loss) before (benefit) provision for income taxes $ 1,032 $ 45,373 $ ( 39,959 ) $ 230,047

(Benefit) provision for income taxes $ ( 6,509 ) $ ( 58 ) $ 5,159 $ 21,186

Effective income tax rate (NM) ( 0.1 ) % ( 12.9 ) % 9.2 %

________________

NM Not meaningful.

For the thirteen weeks ended September 29, 2024, the benefit for income taxes includes:

(i) the impact of changes to the estimate of forecasted annual pre-tax book income relative to the prior quarter in 2024, (ii) the benefit of FICA tax credits on certain tipped wages and (iii) the temporary reduction in the Brazilian income tax rate from 34 % to 0 % under the new Brazil tax legislation.

For the thirteen weeks ended September 24, 2023, the benefit for income taxes includes the benefits of Brazil tax legislation, that included a temporary reduction in the Brazilian income tax rate from 34 % to 0 % , as well as the income tax exemption on Brazil state value added tax (“VAT”) benefits.

The effective income tax rate for the thirty-nine weeks ended September 29, 2024 is lower than the effective income tax rate for the thirty-nine weeks ended September 24, 2023, primarily due to the impact of nondeductible losses associated with the 2025 Notes Partial Repurchase which, relative to a pre-tax book loss during the period, resulted in a negative effective income tax rate.

On January 24, 2024, the Company’s Brazilian subsidiary received an unfavorable second level court ruling related to its ongoing litigation regarding its eligibility for tax exemptions under the Brazil tax legislation.

This legislation temporarily granted certain industries a 100 % exemption from income tax (IRPJ and CSLL) and federal value added taxes (PIS and COFINS).

The Company claimed this benefit for the periods between September 2022 and December 2023.

The Company is appealing this ruling and in connection with the appeal made a cash judicial deposit of $ 42.9 million, inclusive of principal, interest and potential penalties, in July 2024.

The deposit was recorded in Other assets, net, on the Company’s Consolidated Balance Sheet.

The judicial deposit accumulates interest income until final resolution of the judicial proceedings.

The Company believes that it will more likely than not prevail in this appeal and, accordingly, has not recorded any expense or liability for the disputed amounts.

On November 6, 2024, the Company entered into a purchase agreement to sell 67 % of its Brazil operations.

In connection with the purchase agreement, the Company expects to retain the legal rights to fully recover the judicial deposit related to the Brazil tax legislation.

The Company is still evaluating the value of those legal rights to recovery and the accounting for such amounts.

See Note 15 - Subsequent Events of the Notes to Consolidated Financial Statements for additional details regarding the purchase agreement.

During the second quarter of 2024, Brazil enacted new tax legislation that temporarily grants certain industries a 100 % exemption from income tax (IRPJ and CSLL) for the periods between May 23, 2024 and December 2024 and 100 % exemption from federal value added taxes (PIS and COFINS) for the periods between May 23, 2024 and December 2026.

The Company applied for this exemption and was approved by the Brazilian tax authorities.

The Company’s estimated annual effective income tax rate for the thirteen and thirty-nine weeks ended September 29, 2024 includes the benefit expected from this legislation.

The new Brazil tax legislation also established a country-wide limitation to the total benefits that will be granted under this law.

The exemption from value added taxes could end before December 2026 due to this country-wide limitation.

THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Income (loss) before provision for income taxes $ 46,044 $ ( 78,556 )

Provision for income taxes $ 903 $ 6,642

Effective income tax rate 2.0 % ( 8.5 ) %

The effective income tax rate for the thirteen weeks ended March 30, 2025 increased by 10.5 percentage points as compared to the thirteen weeks ended March 31, 2024.

This increase was primarily due to impact of the non-deductible losses associated with the repurchase of $ 83.6 million of the outstanding 2025 Notes (the “Second 2025 Notes Partial Repurchase”) recorded in the thirteen weeks ended March 31, 2024 which, relative to a pre-tax book loss, resulted in a negative effective income tax rate.

The increase was partially offset by the benefit of FICA tax credits on certain employees’ tips in 2025 relative to forecasted pretax book income.

In the U.S., a restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”).

The level of FICA tax credits is primarily driven by U.S.

Restaurant sales and is not impacted by costs incurred that may reduce Income before provision for income taxes.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

The effective income tax rate for the thirty-nine weeks ended September 29, 2024 was lower than the Company’s blended federal and state statutory rate of approximately 26 % primarily due to the impact of nondeductible losses associated with the 2025 Notes Partial Repurchase which, relative to a pre-tax book loss during the period, resulted in a negative effective income tax rate.

The effective income tax rates for the thirteen and thirty-nine weeks ended September 24, 2023 were lower than the Company’s blended federal and state statutory rate of approximately 26 % primarily due to the benefit of FICA tax credits on certain tipped wages, benefits of Brazil tax legislation that include a temporary reduction in the Brazilian income tax rate from 34 % to 0 %, and the income tax exemption on Brazil state VAT benefits.

Restaurant sales and is not impacted by costs incurred that may reduce Income (loss) before provision for income taxes.

The effective income tax rate for the thirteen weeks ended March 30, 2025 was lower than the Company’s blended federal and state statutory rate of approximately 26 % primarily due to the benefit of FICA tax credits on certain tipped wages.

The effective income tax rate for the thirteen weeks ended March 31, 2024 was lower than the Company’s blended federal and state statutory rate of approximately 26 % primarily due to the impact of nondeductible losses associated with the Second 2025 Notes Partial Repurchase, partially offset by the benefit of FICA tax credits on certain tipped wages which, relative to a pre-tax book loss during the quarter, resulted in a negative effective income tax rate.

Commitments and Contingencies

Litigation and Other Matters - The Company recorded reserves of $ 5.1 million and $ 13.3 million for certain of its outstanding legal proceedings as of September 29, 2024 and December 31, 2023, respectively, within Accrued and other current liabilities on its Consolidated Balance Sheets.

Litigation and Other Matters - The Company recorded reserves of $ 2.2 million and $ 2.3 million for certain of its outstanding legal proceedings as of March 30, 2025 and December 29, 2024, respectively, within Accrued and other current liabilities on its Consolidated Balance Sheets.

While the Company believes that additional losses beyond these accruals are reasonably possible, it cannot estimate a possible loss contingency or range of reasonably possible loss contingencies beyond these accruals.

1 unchanged sentence

These leases have varying terms, the latest of which expires in 2032.

As of September 29, 2024, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees was $ 11.1 million.

The present value of these potential payments discounted at the Company’s incremental borrowing rate as of September 29, 2024 was $ 8.7 million.

As of March 30, 2025, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees was $ 11.6 million.

The present value of these potential payments discounted at the Company’s incremental borrowing rate as of March 30, 2025 was $ 9.4 million.

In the event of default, the indemnity clauses in the Company’s purchase and sale agreements generally govern its ability to pursue and recover damages incurred.

As of September 29, 2024 and December 31, 2023, the Company’s recorded contingent lease liability was $ 1.8 million and $ 5.3 million, respectively.

As of March 30, 2025 and December 29, 2024, the Company’s recorded contingent lease liability was $ 1.8 million and $ 1.6 million, respectively.

BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED) - Continued

Segment Reporting

The following is a summary of reporting segments:

The following is a summary of reportable segments:

REPORTABLE SEGMENT CONCEPT GEOGRAPHIC LOCATION

3 unchanged sentences

Fleming’s Prime Steakhouse & Wine Bar

International Outback Steakhouse Brazil, Hong Kong/China

Carrabba’s Italian Grill (Abbraccio) Brazil

International Franchise Outback Steakhouse 12 Franchise Markets

Carrabba’s Italian Grill (Abbraccio)

_________________

2 unchanged sentences

Revenues for all segments include only transactions with customers and exclude intersegment revenues.

There were no material transactions among reportable segments.

Excluded from Income from operations for U.S.

and international are certain legal and corporate costs not directly related to the performance of the segments, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses.

are certain legal and corporate costs not directly related to the performance of the segment, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses.

The below segment disclosures have been recast to include amounts that relate solely to the Company’s continuing operations.

In the tables below, “other” includes amounts related to the Company’s equity method investment in Brazil and its Hong Kong subsidiary.

The following table is a summary of revenues by segment for the periods indicated:

THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

$ 1,030,903 $ 1,043,104

International Franchise 9,283 10,112

Total segment revenues 1,040,186 1,053,216

All other revenues 9,408 15,857

Total revenues $ 1,049,594 $ 1,069,073

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

(UNAUDITED) - Continued

The following tables summarize Total revenues, Depreciation and amortization, and Income (loss) from operations by segment for the periods indicated:

THIRTEEN WEEKS ENDED SEPTEMBER 29, 2024

(dollars in thousands) U.S.

INTERNATIONAL CORPORATE CONSOLIDATED

Total revenues $ 887,325 $ 151,446 $ — $ 1,038,771

Depreciation and amortization $ 41,922 $ 6,184 $ 2,102 $ 50,208

Income (loss) from operations $ 38,853 $ 15,608 $ ( 37,251 ) $ 17,210

THIRTEEN WEEKS ENDED SEPTEMBER 24, 2023

(dollars in thousands) U.S.

INTERNATIONAL CORPORATE CONSOLIDATED

Total revenues $ 912,972 $ 166,861 $ — $ 1,079,833

Depreciation and amortization $ 39,829 $ 6,231 $ 1,938 $ 47,998

Income (loss) from operations $ 68,014 $ 22,034 $ ( 31,832 ) $ 58,216

THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2024

(dollars in thousands) U.S.

INTERNATIONAL CORPORATE CONSOLIDATED

The following table presents segment operating income and significant segment expense information for the periods indicated:

THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Total revenues $ 1,030,903 $ 1,043,104

Depreciation and amortization $ 122,506 $ 20,140 $ 6,369 $ 149,015

Income (loss) from operations $ 216,014 $ 30,496 $ ( 106,076 ) $ 140,434

THIRTY-NINE WEEKS ENDED SEPTEMBER 24, 2023

(dollars in thousands) U.S.

INTERNATIONAL CORPORATE CONSOLIDATED

Food and beverage 310,312 311,549

Labor and other related 312,705 311,199

Other restaurant operating 253,609 246,172

Other (1) 66,607 76,700

Total segment expenses 943,233 945,620

Income from operations $ 87,670 $ 97,484

International Franchise

Total revenues $ 9,283 $ 10,112

Depreciation and amortization $ 117,367 $ 18,276 $ 6,222 $ 141,865

Income (loss) from operations $ 304,265 $ 67,028 $ ( 102,998 ) $ 268,295

The following table is a reconciliation of segment income from operations to Income (loss) before (benefit) provision for income taxes for the periods indicated:

THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED

(dollars in thousands) SEPTEMBER 29, 2024 SEPTEMBER 24, 2023 SEPTEMBER 29, 2024 SEPTEMBER 24, 2023

Total segment expenses (2) 279 423

Income from operations

$ 9,004 $ 9,689

Total segment

Total revenues $ 1,040,186 $ 1,053,216

Total segment expenses 943,512 946,043

Total segment income from operations

$ 96,674 $ 107,173

_________________

(1) Includes depreciation and amortization, general and administrative and impairment expense.

(2) Includes general and administrative expense.

The following table is a reconciliation of segment income from operations to Income (loss) before provision for income taxes for the periods indicated:

THIRTEEN WEEKS ENDED

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024

Total segment income from operations $ 96,674 $ 107,173

Unallocated corporate operating expense ( 39,768 ) ( 35,739 )

Other income (loss) from operations 325 ( 517 )

Total income from operations 57,231 70,917

Loss on extinguishment of debt — ( 135,797 )

Interest expense, net ( 11,187 ) ( 13,676 )

Income (loss) before (benefit) provision for income taxes $ 1,032 $ 45,373 $ ( 39,959 ) $ 230,047

Subsequent Events

On November 6, 2024, Bloom Group Holdings, B.V., (the “Seller”) and an indirect wholly owned subsidiary of the Company, entered into a Quota Purchase Agreement and Other Covenants (the “Purchase Agreement”), by and among the Seller, Bloom Participações Ltda.

(“BPar”), Outback Steakhouse Restaurantes Brasil S.A.

(“OSRB” and, together with BPar, the “Target Entities”), and Osaka Participações Societárias S.A.

Buyer is owned by a fund managed by an affiliate of Vinci Partners Investments Ltd.

BPar is a wholly owned subsidiary of Seller and owns substantially all of the capital stock and all of the voting rights of OSRB.

Pursuant to the Purchase Agreement, the Seller will sell to Buyer shares representing 67 % of the capital stock of BPar and, as a consequence, Buyer will hold the corresponding pro rata portion of the capital stock of the Target Entities (such purchase and sale, together with the other transactions and agreements contemplated by the Purchase Agreement, the “Transaction”).

The Company will retain an indirect 33 % interest in its Brazil operations through the Target Entities.Under the terms and conditions of the Purchase Agreement, the aggregate

Income (loss) before provision for income taxes $ 46,044 $ ( 78,556 )

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

(UNAUDITED) - Continued

consideration paid to the Seller consists of 67 % of the enterprise valuation of the Target Entities in the amount of R$ 2.06 billion Brazilian Reais, which equals R$ 1.4 billion Brazilian Reais (approximately $ 243 million in U.S.

Dollars based on the current exchange rate), subject to customary adjustments for working capital, net indebtedness and unpaid transactions expenses, and withholding for Brazilian taxes (the “Purchase Price”).

The Purchase Price will be paid in two installments:

52 % on the closing date (the “Closing Date”) of the Purchase Agreement and 48 % on the first anniversary of the Closing Date.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, and customary indemnification obligations of the Company.

Subject to satisfaction of closing conditions, the Company expects the Transaction to close on or before December 31, 2024.

Following the closing, the Brazil restaurants will be operated as unconsolidated franchisees and a subsidiary of the Company will enter into amended and restated franchise agreements with OSRB.

At the closing, the Seller will also enter into a Shareholders Agreement (the “Shareholders Agreement”) by and among Seller, BPar, OSRB and Buyer, pursuant to which Buyer and Seller will have representation on the board of directors and in executive management of the Target Entities based on their respective post-Transaction interests.

The Shareholders Agreement will also contain customary corporate governance provisions, customary restrictions on transfer of shares and customary shareholders’ rights.

The Shareholders Agreement will set forth a put-call mechanism pursuant to which:

(i) Buyer may cause Seller to sell the totality of its interest in the Target Entities for a period between October 1, 2028 and December 31, 2028 (the “Option Exercise Period”), and (ii) the Seller may cause Buyer to purchase the totality of Seller’s interest in the Target Entities during the Option Exercise Period.

In connection with the Transaction, the Company expects to mitigate most of the exchange rate risk associated with the Purchase Price installment payments by entering into foreign exchange forward contracts.

The following table is a summary of depreciation and amortization and capital expenditures by segment for the periods indicated:

THIRTEEN WEEKS ENDED

DEPRECIATION AND AMORTIZATION CAPITAL EXPENDITURES

(dollars in thousands) MARCH 30, 2025 MARCH 31, 2024 MARCH 30, 2025 MARCH 31, 2024

$ 41,613 $ 39,968 $ 42,301 $ 48,589

Corporate 2,084 2,053 6,353 2,296

Other 250 679 — 332

Total $ 43,947 $ 42,700 $ 48,654 $ 51,217

The following table sets forth Total assets by segment as of the periods i ndicated:

(dollars in thousands) MARCH 30, 2025 DECEMBER 29, 2024

$ 2,653,142 $ 2,735,251

International Franchise 104,480 103,242

Total segment assets $ 2,757,622 $ 2,838,493

Corporate 466,923 306,560

Other 80,825 16,262

Assets of discontinued operations held for sale — 223,490

Total assets $ 3,305,370 $ 3,384,805

BLOOMIN’ BRANDS, INC.

2 unchanged sentences

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-Q

Item 1. Financial Statements