What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-07 compared with 2025-05-08 · 194 added, 112 removed, 313 unchanged (49% of the section changed)

42 unchanged sentences

We are one of the largest casual dining restaurant companies in the world with a portfolio of leading, differentiated restaurant concepts.

As of March 30, 2025, we owned and operated 980 restaurants and franchised 486 restaurants across 46 states, Guam and 12 countries.

As of June 29, 2025, we owned and operated 985 restaurants and franchised 494 restaurants across 46 states, Guam and 12 countries.

Our restaurant portfolio includes:

Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar.

Financial Overview - Our financial overview for the thirteen weeks ended March 30, 2025 from continuing operations includes the following:

Financial Overview - Our financial overview for the thirteen weeks ended June 29, 2025 includes the following:

combined and Outback Steakhouse comparable restaurant sales of (0.1)% and (0.6)%, respectively;

• Decrease in Total revenues of (1.8)% as compared to the first quarter of 2024;

• Operating income and restaurant-level operating margins of 5.5% and 13.9%, respectively, as compared to 6.6% and 15.4%, respectively, for the first quarter of 2024;

• Operating income of $57.2 million as compared to $70.9 million in the first quarter of 2024;

• Diluted earnings per share of $0.50 as compared to $(1.00) for the first quarter of 2024.

• Increase in Total revenues of 0.3% as compared to the second quarter of 2024;

• Operating income and restaurant-level operating margins of 3.0% and 12.0%, respectively, as compared to 4.4% and 14.0%, respectively, for the second quarter of 2024;

• Operating income of $29.7 million as compared to $44.1 million in the second quarter of 2024;

• Diluted earnings per share of $0.29 as compared to $0.28 for the second quarter of 2024.

Key Financial Performance Indicators - Key measures that we use in evaluating our restaurants and assessing our business include the following:

5 unchanged sentences

Our restaurant-level operating margin is expressed as the percentage of our Restaurant sales that Food and beverage costs, Labor and other related expense and Other restaurant operating expense (including advertising expenses) represent, in each case as such items are reflected in our Consolidated Statements of Operations and Comprehensive Income (Loss).

The following categories of revenue and operating expenses are not included in restaurant-level operating income and corresponding margin because we do not consider them reflective of operating performance at the restaurant-level within a period:

The following categories of revenue and operating expenses are not included in restaurant-level operating income and the corresponding margin because we do not consider them reflective of operating performance at the restaurant-level within a period:

(i) Franchise and other revenues, which are earned primarily from franchise royalties and other non-food and beverage revenue streams, such as rental and sublease income;

18 unchanged sentences

Number of restaurants (at end of the period):

MARCH 30, 2025 MARCH 31, 2024

JUNE 29, 2025 JUNE 30, 2024

Outback Steakhouse

28 unchanged sentences

____________________

(1) The June 30, 2024 restaurant counts for Brazil, are reported as of May 31, 2024, to correspond with the balance sheet date of this subsidiary.

Following the close of the Brazil Sale Transaction on December 30, 2024, all restaurants in that market operate as unconsolidated franchisees and the related store count is no longer reported on a one-month lag.

See Note 2 - Discontinued Operations of the Notes to Consolidated Financial Statements for further details.

The March 31, 2024 restaurant counts for Brazil, are reported as of February 29, 2024, to correspond with the balance sheet date of this subsidiary.

BLOOMIN’ BRANDS, INC.

2 unchanged sentences

Results of Operations

Restaurant Sales - Following is a summary of the change in Restaurant sales for the period indicated:

(dollars in millions) THIRTEEN WEEKS ENDED

For the period ended March 31, 2024 $ 1,046.7

Restaurant Sales - Following is a summary of the change in Restaurant sales for the periods indicated:

(dollars in millions) THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

For the periods ended June 30, 2024 $ 977.8 $ 2,024.5

Restaurant openings (1) 19.0 35.4

Restaurant closures (2) (12.9) (40.4)

Comparable restaurant sales (0.2) (5.5)

Restaurant openings (2) 16.4

For the period ended March 30, 2025 $ 1,029.5

Other 1.1 0.3

For the periods ended June 29, 2025 $ 984.8 $ 2,014.3

________________

(1) Includes the restaurant sales impact from the closure of 58 restaurants since December 31, 2023.

(2) Includes restaurant sales from 25 new restaurants not included in our comparable restaurant sales base.

(1) The thirteen and twenty-six weeks ended June 29, 2025 include restaurant sales from 32 new restaurants not included in our comparable restaurant sales base.

(2) The thirteen and twenty-six weeks ended June 29, 2025 include the restaurant sales impact from the closure of 23 and 60 restaurants since March 31, 2024 and December 31, 2023, respectively.

Average Restaurant Unit Volumes and Operating Weeks - Following is a summary of the average restaurant unit volumes and operating weeks for the periods indicated:

THIRTEEN WEEKS ENDED

MARCH 30, 2025 MARCH 31, 2024

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

JUNE 29, 2025 JUNE 30, 2024 JUNE 29, 2025 JUNE 30, 2024

Average restaurant unit volumes:

12 unchanged sentences

Comparable Restaurant Sales, Traffic and Average Check Per Person (Decreases) Increases - Following is a summary of comparable restaurant sales, traffic and average check per person (decreases) increases for the periods indicated:

THIRTEEN WEEKS ENDED

MARCH 30, 2025 MARCH 31, 2024

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

JUNE 29, 2025 JUNE 30, 2024 JUNE 29, 2025 JUNE 30, 2024

Year over year percentage change:

19 unchanged sentences

1.9 % 3.7 % 2.7 % 3.2 %

____________________

(1) Relocated restaurants closed more than 60 days are excluded from comparable restaurant sales until at least 18 months after reopening.

5 unchanged sentences

The following table sets forth the percentages of certain items in our Consolidated Statements of Operations in relation to Restaurant sales or Total revenues for the periods indicated:

THIRTEEN WEEKS ENDED

MARCH 30, 2025 MARCH 31, 2024

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

JUNE 29, 2025 JUNE 30, 2024 JUNE 29, 2025 JUNE 30, 2024

Restaurant sales 98.2 % 97.8 % 98.2 % 97.9 %

12 unchanged sentences

Interest expense, net (1.1) (1.5) (1.0) (1.4)

Income (loss) before provision for income taxes 4.4 (7.3)

Provision for income taxes 0.1 0.7

Income (loss) before (benefit) provision for income taxes 1.9 2.9 3.2 (2.4)

(Benefit) provision for income taxes (0.9) 0.3 (0.4) 0.5

Loss from equity method investment, net of tax (0.2) — (0.2) —

Net income (loss) from continuing operations 2.6 2.6 3.4 (2.9)

Net (loss) income from discontinued operations, net of tax (*) 0.3

Net income from discontinued operations, net of tax 0.1 0.4 * 0.4

Net income (loss) 2.7 3.0 3.4 (2.5)

5 unchanged sentences

* Less than 1/10th of one percent of Total revenues.

Thirteen weeks ended June 29, 2025 as compared to thirteen weeks ended June 30, 2024

Food and beverage cost increased as a percentage of Restaurant sales primarily due to 1.1% from commodity inflation and 0.2% from unfavorable product cost mix.

These increases were partially offset by decreases as a percentage of Restaurant sales of 0.9% from an increase in average check per person, primarily due to menu pricing, and 0.3% from cost-saving and productivity initiatives.

Labor and other related expense increased as a percentage of Restaurant sales primarily due to 1.7% from higher hourly and field management labor costs, mainly due to wage rate inflation and health insurance, partially offset by a decrease of 0.4% from an increase in average check per person.

Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to 0.8% from higher restaurant-level operating and supply expenses, mainly due to inflation, and 0.5% from higher insurance expense.

These increases were partially offset by decreases as a percentage of Restaurant sales of 0.6% from lower advertising expense and 0.3% from an increase in average check per person.

Depreciation and amortization expense increased primarily due to new restaurant development.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Thirteen weeks ended March 30, 2025 as compared to thirteen weeks ended March 31, 2024

Food and beverage cost increased as a percentage of Restaurant sales primarily due to 0.9% from unfavorable product cost mix and 0.7% from commodity inflation.

These increases were partially offset by decreases as a percentage of Restaurant sales of 1.1% in menu pricing and 0.3% from cost-saving and productivity initiatives.

Labor and other related expense increased as a percentage of Restaurant sales primarily due to 1.1% from higher hourly and field management labor costs, mainly due to wage rate inflation, partially offset by a decrease of 0.5% from an increase in average check per person.

Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to 1.3% from higher restaurant-level operating and supply expenses, mainly due to inflation.

This increase was partially offset by decreases as a percentage of Restaurant sales of 0.3% from an increase in average check per person and 0.2% from certain cost-saving and productivity initiatives.

General and administrative expense increased as a percentage of Total revenues primarily due to severance and costs associated with our foreign currency forward contracts.

Loss on extinguishment of debt during the thirteen weeks ended March 31, 2024 was in connection with the Second 2025 Notes Partial Repurchase.

Provision for income taxes for the thirteen weeks ended March 30, 2025 includes the benefit of FICA tax credits on certain employees’ tips in 2025 relative to forecasted pretax book income.

Provision for income taxes for the thirteen weeks ended March 31, 2024 includes the impact of the non-deductible losses associated with the Second 2025 Notes Partial Repurchase.

General and administrative expense increased primarily due to costs associated with our foreign currency forward contracts.

Provision for impaired assets and restaurant closings decreased primarily due to lapping impairment and closure charges in connection with the Q2 2024 decision to close nine restaurants in Hong Kong and the 2023 Restaurant Closures.

Interest expense, net decreased primarily due to interest income on the second installment receivable related to the Brazil Sale Transaction.

(Benefit) provision for income taxes for the thirteen weeks ended June 29, 2025 and June 30, 2024 includes the impact of changes to the estimate of forecasted annual pre-tax book income relative to the prior quarter in each respective year and the benefit of FICA tax credits on certain tipped wages.

Twenty-six weeks ended June 29, 2025 as compared to twenty-six weeks ended June 30, 2024

Food and beverage cost increased as a percentage of Restaurant sales primarily due to 1.0% from commodity inflation and 0.5% from unfavorable product cost mix.

These increases were partially offset by decreases as a percentage of Restaurant sales of 1.0% from an increase in average check per person, primarily due to menu pricing, and 0.3% from cost-saving and productivity initiatives.

Labor and other related expense increased as a percentage of Restaurant sales primarily due to 1.4% from higher hourly and field management labor costs, mainly due to wage rate inflation and health insurance, partially offset by a decrease of 0.4% from an increase in average check per person.

Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to 0.9% from higher restaurant-level operating and supply expenses, mainly due to inflation, and 0.2% from higher insurance expense.

These increases were partially offset by decreases as a percentage of Restaurant sales of 0.3% from lower advertising expense and 0.3% from an increase in average check per person.

Depreciation and amortization expense increased primarily due to restaurant development.

General and administrative expense increased primarily due to costs associated with our foreign currency forward contracts and severance partially offset by lower compensation and related expenses.

Provision for impaired assets and restaurant closings decreased primarily due to lapping impairment and closure charges in connection with the 2023 Restaurant Closures and the Q2 2024 decision to close nine restaurants in Hong Kong.

Loss on extinguishment of debt during the twenty-six weeks ended June 30, 2024 was in connection with the Second 2025 Notes Partial Repurchase.

Interest expense, net decreased primarily due to interest income on the second installment receivable related to the Brazil Sale Transaction.

Benefit for income taxes for the twenty-six weeks ended June 29, 2025 includes the benefit of FICA tax credits on certain tipped wages relative to forecasted annual pretax book income.

Provision for income taxes for the twenty-six weeks ended June 30, 2024 includes the impact of the non-deductible losses associated with the Second 2025 Notes Partial Repurchase, partially offset by the benefit of FICA tax credits on certain tipped wages.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

SEGMENT PERFORMANCE

7 unchanged sentences

See the Overview-Key Financial Performance Indicators and Non-GAAP Financial Measures sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional details regarding the calculation of restaurant-level operating margin.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Summary financial data - Following is a summary of financial data by segment for the periods indicated:

THIRTEEN WEEKS ENDED

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 29, 2025 JUNE 30, 2024 JUNE 29, 2025 JUNE 30, 2024

Restaurant sales (1) $ 975,295 $ 962,088 $ 1,995,425 $ 1,992,984

1 unchanged sentence

Total revenues $ 985,828 $ 974,173 $ 2,016,731 $ 2,017,277

Income from continuing operations $ 87,670 $ 97,484

Operating income margin, continuing operations 8.5 % 9.3 %

Income from operations $ 68,461 $ 79,677 $ 156,131 $ 177,161

Operating income margin 6.9 % 8.2 % 7.7 % 8.8 %

INTERNATIONAL FRANCHISE

THIRTEEN WEEKS ENDED

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 29, 2025 JUNE 30, 2024 JUNE 29, 2025 JUNE 30, 2024

Franchise revenues (2)

$ 7,051 $ 9,444 $ 16,334 $ 19,556

Income from continuing operations $ 9,004 $ 9,689

Income from operations $ 6,838 $ 9,050 $ 15,842 $ 18,739

____________________

(1) The decrease was primarily due to lower comparable restaurant sales and the net impact of restaurant closures and openings.

(2) Includes royalties from international franchisees and intercompany royalties from Brazil operations at a 5% royalty rate prior to the Brazil Sale Transaction.

On December 30, 2024, we entered into franchise agreements in connection with the Brazil Sale Transaction that include royalty rates that are lower than our historical intercompany rates and on the low end of our international franchisee royalty percentage range.

Income from continuing operations

(1) The increase during the thirteen weeks ended June 29, 2025 compared to the thirteen weeks ended June 30, 2024 was primarily due to the net impact of restaurant openings and closures.

The increase during the twenty-six weeks ended June 29, 2025 compared to the twenty-six weeks ended June 30, 2024 was primarily due to the net impact of restaurant openings and closures partially offset by lower comparable restaurant sales.

(2) On December 30, 2024, we entered into franchise agreements in connection with the Brazil Sale Transaction that include royalty rates that are lower than our 5% historical intercompany royalty rates and are on the low end of our international franchisee royalty percentage range.

Income from operations

- The decrease in U.S.

Income from operations generated during the thirteen weeks ended March 30, 2025 as compared to the thirteen weeks ended March 31, 2024 was primarily due to:

(i) lower restaurant sales, (ii) higher operating, labor and commodity costs, primarily due to inflation, and (iii) unfavorable product cost mix.

Income from operations generated during the thirteen weeks ended June 29, 2025 as compared to the thirteen weeks ended June 30, 2024 was primarily due to higher labor, operating and commodity costs, mainly due to inflation, and unfavorable product cost mix.

These decreases were partially offset by:

(i) an increase in average check per person, primarily due to pricing, (ii) the lapping of 2024 impairment and closure costs in connection with the 2023 Restaurant Closures and (iii) the impact of certain cost-saving and productivity initiatives.

(i) higher restaurants sales, (ii) an increase in average check per person, primarily due to pricing, and (iii) lower advertising expense.

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

- The decrease in U.S.

Income from operations generated during the twenty-six weeks ended June 29, 2025 as compared to the twenty-six weeks ended June 30, 2024 was primarily due to higher labor, operating and commodity costs, mainly due to inflation, and unfavorable product cost mix.

These decreases were partially offset by:

(i) higher restaurants sales, (ii) an increase in average check per person, primarily due to pricing, (iii) the lapping of 2024 impairment and closure costs in connection with the 2023 Restaurant Closures and (iv) lower advertising expense.

Non-GAAP Financial Measures

Consolidated Restaurant-level Operating Income and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations - The following table reconciles consolidated Income from continuing operations and the corresponding margin to restaurant-level operating income from continuing operations and consolidated adjusted restaurant-level operating income and the corresponding margins for the periods indicated:

Consolidated THIRTEEN WEEKS ENDED

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

Income from continuing operations $ 57,231 $ 70,917

Operating income margin, continuing operations 5.5 % 6.6 %

Consolidated Restaurant-level Operating Income and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations - The following table reconciles consolidated Income from operations and the corresponding margin to restaurant-level operating income and consolidated adjusted restaurant-level operating income and the corresponding margins for the periods indicated:

Consolidated THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 29, 2025 JUNE 30, 2024 JUNE 29, 2025 JUNE 30, 2024

Income from operations $ 29,650 $ 44,052 $ 86,881 $ 114,969

Operating income margin 3.0 % 4.4 % 4.2 % 5.6 %

Franchise and other revenues 17,595 21,590 37,672 43,973

2 unchanged sentences

Provision for impaired assets and restaurant closings 1,540 14,684 1,890 25,557

Restaurant-level operating income from continuing operations $ 142,828 $ 161,583

Restaurant-level operating margin, continuing operations 13.9 % 15.4 %

Restaurant-level operating income $ 117,720 $ 136,731 $ 260,548 $ 298,314

Restaurant-level operating margin 12.0 % 14.0 % 12.9 % 14.7 %

Closure-related charges — — — 434

Total restaurant-level operating income adjustments — — — 434

Adjusted restaurant-level operating income from continuing operations $ 142,828 $ 162,017

Adjusted restaurant-level operating margin, continuing operations 13.9 % 15.5 %

Adjusted Income from Operations Non-GAAP Reconciliations - The following table reconciles Income from continuing operations and the corresponding margin to adjusted income from operations and the corresponding margin for the periods indicated:

THIRTEEN WEEKS ENDED

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

Income from continuing operations $ 57,231 $ 70,917

Operating income margin, continuing operations 5.5 % 6.6 %

Adjusted restaurant-level operating income $ 117,720 $ 136,731 $ 260,548 $ 298,748

Adjusted restaurant-level operating margin 12.0 % 14.0 % 12.9 % 14.8 %

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Adjusted Income from Operations Non-GAAP Reconciliations - The following table reconciles Income from operations and the corresponding margin to adjusted income from operations and the corresponding margin for the periods indicated:

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in thousands) JUNE 29, 2025 JUNE 30, 2024 JUNE 29, 2025 JUNE 30, 2024

Income from operations $ 29,650 $ 44,052 $ 86,881 $ 114,969

Operating income margin 3.0 % 4.4 % 4.2 % 5.6 %

Total restaurant-level operating income adjustments (1) — — — 434

3 unchanged sentences

Total income from operations adjustments 5,775 15,760 12,232 28,714

Adjusted income from operations, continuing operations $ 63,688 $ 83,872

Adjusted operating income margin, continuing operations 6.1 % 7.8 %

Adjusted income from operations $ 35,425 $ 59,812 $ 99,113 $ 143,683

Adjusted operating income margin 3.5 % 6.0 % 4.8 % 6.9 %

_________________

(1) See the Consolidated Restaurant-level Operating Income and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations table above for details regarding restaurant-level operating income adjustments.

(2) Severance and other costs incurred as a result of transformational and restructuring activities.

(3) Costs in connection with the foreign currency forward contracts that mostly offset foreign currency exchange risk associated with installment payments from the Brazil Sale Transaction.

(4) Primarily includes gains from certain lease terminations for the thirteen weeks ended March 30, 2025.

Includes asset impairment, closure costs and severance in connection with the 2023 Restaurant Closures for the thirteen weeks ended March 31, 2024.

(2) The thirteen and twenty-six weeks ended June 29, 2025 include severance and other costs incurred as a result of transformational and restructuring activities.

The thirteen and twenty-six weeks ended June 30, 2024 include fees incurred in connection with a project-based strategic initiative.

(3) Represents costs in connection with the foreign currency forward contracts that mostly offset foreign currency exchange risk associated with installment payments from the Brazil Sale Transaction.

(4) The twenty-six weeks ended June 29, 2025 primarily includes gains from certain lease terminations.

The thirteen and twenty-six weeks ended June 30, 2024 include asset impairment, closure costs and severance primarily in connection with the Q2 2024 decision to close nine restaurants in Hong Kong and the 2023 Restaurant Closures.

BLOOMIN’ BRANDS, INC.

2 unchanged sentences

Adjusted Net Income and Adjusted Diluted Earnings Per Share Non-GAAP Reconciliations - The following table reconciles Net income (loss) attributable to Bloomin’ Brands to adjusted net income and adjusted diluted earnings per share for the periods indicated:

THIRTEEN WEEKS ENDED

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(in thousands, except per share data) JUNE 29, 2025 JUNE 30, 2024 JUNE 29, 2025 JUNE 30, 2024

Net income (loss) attributable to Bloomin’ Brands $ 25,419 $ 28,403 $ 67,571 $ (55,469)

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

Net income from discontinued operations, net of tax 779 3,655 525 6,563

Net income (loss) attributable to Bloomin’ Brands from continuing operations (1) 24,640 24,748 67,046 (62,032)

5 unchanged sentences

Adjusted net income, continuing operations 27,290 39,754 77,283 100,684

Adjusted net (loss) income, discontinued operations (5) (254) 2,585

Adjusted net income, discontinued operations (5) 779 5,272 525 7,856

Adjusted net income $ 28,069 $ 45,026 $ 77,808 $ 108,540

14 unchanged sentences

(3) Includes losses in connection with the Second 2025 Notes Partial Repurchase, including settlements of the related convertible senior note hedges and warrants.

(4) Includes the tax effects of non-GAAP adjustments determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates for all periods presented.

The thirteen weeks ended March 30, 2025 include an adjustment to income tax expense related to foreign currency gains on the Brazil sale installment receivable.

For the thirteen weeks ended March 31, 2024, the difference between GAAP and adjusted effective income tax rates primarily relates to nondeductible losses and other tax costs associated with the Second 2025 Notes Partial Repurchase.

(5) Includes net (loss) income from our Brazil operations for the periods presented.

(4) Includes the tax effects of non-GAAP adjustments determined based on the nature of the underlying non-GAAP adjustments, their relevant jurisdictional tax rates and the quarterly impact that these adjustments may have on changes in forecasted annual pre-tax book income.

For the thirteen and twenty-six weeks ended June 29, 2025, the difference between GAAP and adjusted effective income tax rates includes the reversal of (benefit) provision for income taxes on foreign currency remeasurement of the deferred tax liability attributable to the second installment receivable related to the Brazil Sale Transaction.

For the thirteen weeks ended June 30, 2024, the difference between GAAP and adjusted effective income tax rates primarily relates to asset impairment and closure costs in Hong Kong with no corresponding tax benefit as a result of a full valuation allowance against deferred tax assets in that jurisdiction.

For the twenty-six weeks ended June 30, 2024, the difference between GAAP and adjusted effective income tax rates primarily relates to nondeductible losses and other tax costs associated with the Second 2025 Notes Partial Repurchase.

(5) Includes net income from our Brazil operations for the periods presented.

The thirteen and twenty-six weeks ended June 30, 2024 include a non-GAAP adjustment for $1.5 million of asset impairment and the tax effect of non-GAAP adjustments.

See Note 2 - Discontinued Operations of the Notes to Consolidated Financial Statements for additional details regarding the Brazil Sale Transaction.

(6) Adjusted diluted weighted average common shares outstanding for the thirteen weeks ended March 31, 2024 were calculated including the effect of 4.3 million dilutive securities for outstanding 2025 Notes and the effect of 3.1 million dilutive securities for the Warrant Transactions, as defined below.

In connection with the offering of the 2025 Notes, we entered into convertible note hedge transactions and concurrently entered into warrant transactions relating to the same number of shares of our common stock (the “Warrant Transactions”).

The impact of dilutive securities for the outstanding 2025 Notes and the Warrant Transactions were immaterial for the thirteen weeks ended March 30, 2025.

Adjusted diluted earnings per share and adjusted diluted weighted average common shares outstanding for the thirteen weeks ended March 31, 2024 have been recast to remove the 4.3 million share benefit of the convertible note hedge transactions we issued in connection with the offering of the 2025 Notes, which was previously included as a non-GAAP share adjustment.

(7) Due to a GAAP net loss from continuing operations, antidilutive securities are excluded from diluted weighted average common shares outstanding for the thirteen weeks ended March 31, 2024.

However, considering the adjusted net income position, adjusted diluted weighted average common shares outstanding incorporates securities that would have been dilutive for GAAP.

(6) For the thirteen and twenty-six weeks ended June 29, 2025, our share price was lower than the conversion and strike price related to the 2025 Notes and related warrants, respectively, which resulted in antidilutive shares that are not included.

The thirteen and twenty-six weeks ended June 30, 2024 were calculated including the effect of 1.0 million and 2.7 million dilutive securities, respectively, for outstanding 2025 Notes and the effect of 0.6 million and 1.9 million dilutive securities, respectively, for the Warrant Transactions, as defined below.

In connection with the offering of the 2025 Notes, we entered into convertible note hedge

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

transactions and concurrently entered into warrant transactions relating to the same number of shares of our common stock (the “Warrant Transactions”).

(7) Due to a GAAP net loss from continuing operations, antidilutive securities are excluded from diluted weighted average common shares outstanding for the twenty-six weeks ended June 30, 2024.

However, considering the adjusted net income position, adjusted diluted weighted average common shares outstanding incorporates securities that would have been dilutive for GAAP.

System-Wide Sales - System-wide sales is a non-GAAP financial measure that includes sales of all restaurants operating under our brand names, whether we own them or not.

4 unchanged sentences

Franchise sales within this table do not represent our sales and are presented only as an indicator of changes in the restaurant system, which management believes is important information regarding the health of our restaurant concepts and in determining our royalties and/or service fees.

THIRTEEN WEEKS ENDED

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

THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED

(dollars in millions) JUNE 29, 2025 JUNE 30, 2024 JUNE 29, 2025 JUNE 30, 2024

Outback Steakhouse $ 123 $ 128 $ 253 $ 261

1 unchanged sentence

Bonefish Grill 2 2 4 5

Aussie Grill — 1 — 1

total 134 142 277 290

2 unchanged sentences

Outback Steakhouse - South Korea 74 70 154 152

Other 32 33 63 64

International Franchise total 225 220 442 457

1 unchanged sentence

_________________

(1) The decrease in Brazil sales primarily resulted from fluctuations in foreign exchange rates.

The thirteen weeks ended March 30, 2025, includes activity for December 31, 2024 through March 30, 2025 and the thirteen weeks ended March 31, 2024, includes activity for December 1, 2024 through February 29, 2024.

(1) The decrease in Brazil sales for the twenty-six weeks ended June 29, 2025 compared to the twenty-six weeks ended June 30, 2024 primarily resulted from fluctuations in foreign exchange rates.

Brazil sales are no longer reported on a one-month lag beginning December 31, 2024.

Liquidity and Capital Resources

Cash and Cash Equivalents

As of March 30, 2025, we had $57.7 million in cash and cash equivalents, of which $4.7 million was held by foreign affiliates.

As of March 30, 2025, we did not have aggregate undistributed foreign earnings from our consolidated foreign subsidiaries.

As of June 29, 2025, we had $50.3 million in cash and cash equivalents, of which $1.9 million was held by foreign affiliates, and did not have aggregate undistributed foreign earnings from our consolidated foreign subsidiaries.

BLOOMIN’ BRANDS, INC.

8 unchanged sentences

2025 payments (860,000) (20,724) — (880,724)

Balance as of March 30, 2025 (1) $ 600,000 $ 20,724 $ 300,000 $ 920,724

Interest rates, as of March 30, 2025 (2) 6.22 % 5.00 % 5.13 %

Principal maturity date September 2029 May 2025 April 2029

Balance as of June 29, 2025 (1) $ 620,000 $ — $ 300,000 $ 920,000

Interest rates, as of June 29, 2025 (2) 6.51 % 5.13 %

Principal maturity date September 2029 April 2029

____________________

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

(2) Interest rate for revolving credit facility represents the weighted average interest rate as of March 30, 2025.

As of March 30, 2025, we had $583.7 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $16.3 million.

(2) Interest rate for revolving credit facility represents the weighted average interest rate as of June 29, 2025.

As of June 29, 2025, we had $563.7 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $16.3 million.

Our credit agreement, as amended, contains various financial and non-financial covenants.

A violation of these covenants could negatively impact our liquidity by restricting our ability to borrow under the revolving credit facility and cause an acceleration of the amounts due under the credit facilities.

As of March 30, 2025 and December 29, 2024, we were in compliance with our debt covenants.

As of June 29, 2025 and December 29, 2024, we were in compliance with our debt covenants.

We believe that we will remain in compliance with our debt covenants during the next 12 months and beyond.

Sources and Uses of Cash

Cash flows generated from operating activities and availability under our revolving credit facility are our principal sources of liquidity, which we use for operating expenses, development of new restaurants, remodeling older restaurants or relocating, investments in technology and dividend payments.

Cash flows generated from operating activities and availability under our revolving credit facility are our principal sources of liquidity, which we use for operating expenses, development of new restaurants, investments in technology, remodeling or relocating older restaurants, and dividend payments.

We believe that our expected liquidity sources are adequate to fund debt service requirements, lease obligations, capital expenditures and working capital obligations during the 12 months following this filing.

2 unchanged sentences

dollars based on the exchange rate on the Closing Date, representing 52% of the total Purchase Price from the Brazil Sale Transaction, and applied the proceeds to our revolving credit facility during the thirteen weeks ended March 30, 2025.

The second installment payment, representing 48% of total proceeds from the Brazil Sale Transaction, is due on December 30, 2025, which we also anticipate applying towards the revolving credit facility.

Capital Expenditures - We estimate that our capital expenditures will total approximately $190 million to $210 million in 2025.

The second installment payment, representing 48% of total proceeds from the Brazil Sale Transaction and accumulated interest, is due on December 30, 2025, which we anticipate also applying towards the revolving credit facility.

Capital Expenditures - We estimate that our capital expenditures will be approximately $190 million in 2025.

The amount of actual capital expenditures may be affected by general economic, financial, competitive, legislative and regulatory factors, among other things, including raw material constraints.

2 unchanged sentences

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Dividends and Share Repurchases - In April 2025, our Board declared a quarterly cash dividend of $0.15 per share, payable on June 4, 2025.

Dividends and Share Repurchases - In July 2025, our Board declared a quarterly cash dividend of $0.15 per share, payable on September 3, 2025.

Future dividend payments are dependent on our earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board considers relevant, as well as continued compliance with the financial covenants in our debt agreements.

In February 2024, our Board approved a $350.0 million share repurchase authorization.

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

As of June 29, 2025, $96.8 million remained available for repurchase.

The following table presents our dividends and share repurchases for the periods indicated:

2 unchanged sentences

First fiscal quarter 2025 12,747 — 12,747

Second fiscal quarter 2025 12,759 — 12,759

Total $ 108,080 $ 265,695 $ 373,775

1 unchanged sentence

Cash Flows - The following chart presents a summary of our cash flows provided by (used in) operating, investing and financing activities from continuing operations for the periods indicated:

Operating Activities - The increase in net cash provided by operating activities during the thirteen weeks ended March 30, 2025 as compared to the thirteen weeks ended March 31, 2024 was primarily due to changes in working capital partially offset by lower net earnings.

Investing Activities - Net cash provided by investing activities during the thirteen weeks ended March 30, 2025 was primarily due to the proceeds from the Brazil sale, net of taxes withheld, partially offset by capital expenditures and payments on foreign currency forward contracts.

Net cash used in investing activities during the thirteen weeks ended March 31, 2024 was primarily due to capital expenditures.

Financing Activities - Net cash used in financing activities during the thirteen weeks ended March 30, 2025 was primarily due to net payments on the revolving credit facility from the proceeds on the Brazil Sale Transaction.

Net cash provided by financing activities during the thirteen weeks ended March 31, 2024 was primarily due to net

Operating Activities - The increase in net cash provided by operating activities during the twenty-six weeks ended June 29, 2025 as compared to the twenty-six weeks ended June 30, 2024 was primarily due to changes in working capital.

Investing Activities - Net cash provided by investing activities during the twenty-six weeks ended June 29, 2025 was primarily due to the proceeds from the Brazil sale, net of taxes withheld, partially offset by capital expenditures and payments on foreign currency forward contracts.

Net cash used in investing activities during the twenty-six weeks ended June 30, 2024 was primarily due to capital expenditures.

Financing Activities - Net cash used in financing activities during the twenty-six weeks ended June 29, 2025 was primarily due to:

(i) net payments on the revolving credit facility from the proceeds on the Brazil Sale Transaction,

BLOOMIN’ BRANDS, INC.

1 unchanged sentence

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

draws on the revolving credit facility exceeding cash used to repurchase common stock and net cash received from the partial unwind agreements relating to a portion of the convertible note hedge and warrant transactions that were entered into in connection with the issuance of the 2025 Notes.

(ii) payments of cash dividends and (iii) maturity settlement for the 2025 Notes.

Net cash provided by financing activities during the twenty-six weeks ended June 30, 2024 was primarily due to net draws on the revolving credit facility exceeding cash used to repurchase common stock and pay dividends on our common stock, and net cash received from the partial unwind agreements relating to a portion of the convertible note hedge and warrant transactions that were entered into in connection with the issuance of the 2025 Notes.

Financial Condition - Following is a summary of our current assets, current liabilities and working capital (deficit) as of the periods indicated:

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

(dollars in thousands) JUNE 29, 2025 DECEMBER 29, 2024

Current assets $ 331,964 $ 320,519

2 unchanged sentences

Working capital (deficit) includes:

(i) Unearned revenue primarily from unredeemed gift cards of $317.7 million and $374.1 million as of March 30, 2025 and December 29, 2024, respectively, and (ii) current operating lease liabilities of $161.2 million and $158.8 million as of March 30, 2025 and December 29, 2024, respectively, with the corresponding operating right-of-use assets recorded as non-current on our Consolidated Balance Sheets.

(i) Unearned revenue primarily from unredeemed gift cards of $308.4 million and $374.1 million as of June 29, 2025 and December 29, 2024, respectively, and (ii) current operating lease liabilities of $162.5 million and $158.8 million as of June 29, 2025 and December 29, 2024, respectively, with the corresponding operating right-of-use assets recorded as non-current on our Consolidated Balance Sheets.

We have, and in the future may continue to have, negative working capital balances (as is common for many restaurant companies).

1 unchanged sentence

Additionally, ongoing cash flows from restaurant operations and gift card sales are typically used to service debt obligations and to make capital ex penditures.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 2 - Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 29, 2024.

We prepare our condensed consolidated financial statements in conformity with U.S.

The preparation of these financial statements requires the use of estimates, judgments, and assumptions.

Our critical accounting estimates and assumptions related to goodwill and indefinite-lived intangible assets are described below.

We have included an update to our critical accounting estimates as we performed our annual impairment test and noted decreased fair values.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 29, 2024 for a discussion of our other critical accounting estimates and assumptions.

Goodwill and Indefinite-Lived Intangible Assets - Goodwill and indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually in the second fiscal quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

We may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired.

If the qualitative assessment is not performed or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, a quantitative assessment is performed.

Fair value of a reporting unit is estimated by utilizing a weighted average of the income approach, typically using a discounted cash flow model, and the market approach, including the guideline public company method and guideline transaction method.

We estimate the fair value of trade names using the relief-from-royalty method, which requires assumptions related to projected system-wide sales, market royalty rates and discount rates.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

The carrying value of the reporting unit or trade name is compared to its estimated fair value, with any excess of carrying value over fair value deemed to be an impairment.

The carrying values of goodwill and trade names as of June 29, 2025 were $213.3 million and $414.7 million, respectively.

During the second quarter of 2025, we performed a quantitative impairment analysis due to the recent decline in our stock price and market capitalization.

We used a combination of the income and market approaches, weighted 50% each, to determine the fair value of the reporting units.

Some of the more significant estimates and assumptions included cash flow estimates (including sales and operating profit), long-term growth rates, discount rates that appropriately reflect the risks inherent in cash flow estimates, and market multiples.

These estimates are subjective, and our ability to achieve the forecasted cash flows used in our fair value calculations is affected by factors such as the success of strategic initiatives, changes in economic conditions, changes in our operating performance and changes in our business strategies.

The goodwill analysis indicated that all reporting units had fair values that exceeded their carrying values.

However, the Outback Steakhouse and Bonefish Grill reporting units had fair values that decreased to approximately 10% above their respective carrying values (“cushion”) while the other reporting units had cushions that were above 20%.

The carrying values of goodwill for Outback Steakhouse and Bonefish Grill as of June 29, 2025 were $123.2 million and $28.2 million, respectively.

The fair value for the Outback Steakhouse and Bonefish Grill reporting units decreased primarily due to lower cash flow estimates, increased discount rates, lower market multiples and additionally for Bonefish Grill, a lower long-term growth rate.

The discount rates for Outback Steakhouse and Bonefish Grill include a higher risk premium to reflect the elevated risk in management’s forecasted cash flows.

In addition, we considered the reasonableness of the fair value of the reporting units by assessing the implied enterprise value control premiums based on our market capitalization.

We determined that the implied control premium was reasonable, which corroborates our fair value estimates for its reporting units.

Assumptions used in the quantitative approach are made at a point in time and require significant judgement.

They are subject to change based on facts and circumstances present at the impairment test date.

However, it is reasonably possible that changes in assumptions could occur.

As a sensitivity measure, the following table summarizes the changes to the fair value of our Outback Steakhouse and Bonefish Grill reporting units if the discount rate or the long-term growth rate used to estimate fair value would have been increased (decreased) by the amounts stated in the table below, only for the discounted cash flow method.

These estimated changes in fair value are not necessarily representative of the actual impairment that would be recorded in the event of a fair value decline.

DISCOUNT RATE LONG-TERM GROWTH RATE

100-BASIS-POINT

50-BASIS-POINT

(dollars in thousands) INCREASE (1)

DECREASE INCREASE DECREASE (1)

Reporting Unit

Outback Steakhouse

$ (45,700) $ 51,400 $ 13,900 $ (13,300)

Bonefish Grill

$ (5,900) $ 6,700 $ 2,300 $ (2,100)

____________________

(1) The cushions for Outback Steakhouse and Bonefish Grill are reduced by 62% and 36%, respectively, as a result of increasing the discount rate by 100 basis points.

The cushions for Outback Steakhouse and Bonefish Grill are reduced by 18% and 13%, respectively, as a result of decreasing the long-term growth rate by 50 basis points.

The quantitative impairment analysis for indefinite-lived intangible assets indicated that all trade names had fair values exceeding their carrying values;

however, the Outback Steakhouse trade name’s cushion decreased to approximately 15% while the other trade names had cushions that were above 20%.

The carrying value of the Outback Steakhouse trade name as of June 29, 2025 was $287.0 million.

Similar to the goodwill analysis, the fair value of the Outback Steakhouse trade name decreased primarily due to lower projected system-wide sales and an increased discount rate.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

As a result of the decreased fair values, the Outback Steakhouse and Bonefish Grill reporting units and the Outback Steakhouse trade name are at a higher risk of future impairments if any assumptions, estimates, or market factors change in the future.

Recently Issued Financial Accounting Standards

For a description of recently issued Financial Accounting Standards that we adopted during the thirteen weeks ended March 30, 2025 and that are applicable to us and likely to have material effect on our consolidated financial statements but have not yet been adopted, see Note 1 - Description of the Business and Basis of Presentation of the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

For a description of recently issued Financial Accounting Standards that we adopted during the thirteen weeks ended June 29, 2025 and that are applicable to us and likely to have material effect on our consolidated financial statements but have not yet been adopted, see Note 1 - Description of the Business and Basis of Presentation of the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

BLOOMIN’ BRANDS, INC.

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 2. Management’s Discussion and Analysis