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Item 7. Management’s Discussion and Analysis

2026-02-25 compared with 2025-02-26 · 237 added, 304 removed, 323 unchanged (63% of the section changed)

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Unless otherwise noted, this Management Discussion and Analysis of Financial Condition and Results of Operations does not include discontinued operations.

We utilize a 52-53-week year ending on the last Sunday in December.

In a 52-week fiscal year, each quarterly period is comprised of 13 weeks.

The additional week in a 53-week fiscal year is added to the fourth quarter.

Fiscal years 2025 and 2024 both consisted of 52 weeks.

For discussion of our consolidated and segment-level results of operations, non-GAAP measures, and liquidity and capital resources not included in this Annual Report for fiscal year 2023, see our Annual Report on Form 10-K for the year ended December 29, 2024, filed with the SEC on February 26, 2025.

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

Financial Overview - Our financial overview for 2024 from continuing operations includes the following:

Financial Overview - Our financial overview for 2025 includes the following:

combined and Outback Steakhouse comparable restaurant sales of 0.2% and (0.5)%, respectively;

• Decrease in Total revenues of (5.2)% as compared to 2023;

• Increase in Total revenues of 0.1% as compared to 2024;

• Operating income and restaurant-level operating margins of 0.9% and 11.7%, respectively, as compared to 3.5% and 13.3%, respectively for 2024;

• Operating income of $37.2 million as compared to $139.8 million in 2024;

• Diluted (loss) earnings per share of $(0.61) as compared to $2.13 in 2023.

• Diluted earnings per share of $0.10 as compared to diluted loss per share of $(0.61) in 2024.

Sale of Majority Ownership of our Brazil Operations - On December 30, 2024, we completed the sale of 67% of our Brazil operations (the “Brazil Sale Transaction”) and entered into amended and restated franchise agreements with all existing restaurants in Brazil.

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

Business Strategies - Our current key business strategies include:

Simplifying the Agenda.

We are focused on our operations, removing menu items and enabling our operators to deliver a great guest experience.

Our transaction to re-franchise our Brazil business will allow our management team to focus on improvements in our domestic operations.

Consistently Deliver Guest-Centric Experience.

We are investing in our product quality, technology and operational execution to ensure guests consistently have a great experience when they interact with our brands across both in-restaurant and off-premises channels.

We believe this will drive increased frequency.

Refine Our Marketing Approach.

We are refining our menu offerings to offer abundant, every day value, which we believe will resonate with the marketplace.

We will continue to offer experiential-driven events with unique items as a way to drive trial to our brands.

Drive Long-Term Shareholder Value .

We plan to drive long-term shareholder value by reinvesting into our base business and addressing the state of our asset base, paying down debt and returning excess cash to shareholders through dividends.

We have refined our pipeline to slow new unit growth beginning in 2026.

While we still believe

Our Turnaround Strategy - In November 2025, we announced a comprehensive turnaround strategy, with a key focus on Outback Steakhouse, to drive long-term sustainable and profitable growth.

This strategy is based on four key platforms, including:

• Deliver a Remarkable Dine-In Experience:

focus on operational excellence with center of the plate quality and service enhancements to deliver exceptional guest experience, which will drive in-restaurant traffic growth.

• Drive Brand Relevancy:

expand brand reach to recruit new guests and increase frequency of visits.

• Reignite a Culture of Ownership and Fun:

reinvest in our people and strengthen our Principles & Beliefs-based culture which will drive an enhanced guest experience.

• Invest in Our Restaurants:

refresh our existing asset base to ensure restaurants are updated and reflect brand standards.

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

there are development opportunities for our concepts in the U.S., we remain focused on driving healthy traffic in our existing restaurants.

We intend to fund our business strategies, drive revenue growth and margin improvement, in part by reinvesting savings generated by cost savings and productivity initiatives across o ur businesses.

These platforms will be supported by:

• Non-Guest Facing Productivity Savings:

we are focused on cost savings in areas that will not impact the guest, such as indirect spend and contract negotiations.

• Balanced Capital Allocation:

we have a dual approach to invest in the base business and focus on debt paydown.

To support the objectives, we suspended the dividend in October 2025.

We have slowed down our new unit development to focus on refreshing our existing restaurants.

While we still believe there are development opportunities for our concepts in the U.S., we remain focused on driving healthy traffic in our existing restaurants.

We expect to use available free cash flow to pay down debt.

• Strong Management Team:

we have the right team in place to lead our brands through our turnaround initiatives, centered on an operational mindset and guest centricity.

We believe our turnaround strategy, with consistent execution and disciplined investments, will firmly place Outback Steakhouse and more broadly, Bloomin’ Brands, on the right course for sustainable, long-term and profitable growth.

Operating Environment - In recent years, geopolitical and economic shifts have impacted our operations, primarily through labor and commodity inflation.

These ongoing macroeconomic pressures have led, or in the future may lead to, supply chain impacts and staffing challenges.

Furthermore, these external conditions may dampen consumer spending, leading to lower traffic and average check per person.

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

• Average restaurant unit volumes —average sales (excluding gift card breakage and, in our discontinued operations, the benefit of value added tax exemptions in Brazil) per restaurant to measure changes in customer traffic, pricing and development of the brand.

• Comparable restaurant sales —year-over-year comparison of the change in sales volumes (excluding gift card breakage and, in our discontinued operations, the benefit of value added tax exemptions in Brazil) for Company-owned restaurants that are open 18 months or more in order to remove the impact of new restaurant openings in comparing the operations of existing restaurants.

• Average restaurant unit volumes —average sales (excluding gift card breakage) per restaurant to measure changes in customer traffic, pricing and development of the brand.

• Comparable restaurant sales —year-over-year comparison of the change in sales volumes (excluding gift card breakage) for Company-owned restaurants that are open 18 months or more in order to remove the impact of new restaurant openings in comparing the operations of existing restaurants.

• System-wide sales —total restaurant sales volume for all Company-owned and franchise restaurants, regardless of ownership, to interpret the overall health of our brands.

• Restaurant-level operating margin, Income from operations, Net (loss) income and Diluted (loss) earnings per share —financial measures utilized to evaluate our operating performance.

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.

Sales from restaurants we do not own are not included in our consolidated Restaurant sales.

Management uses this information to make decisions about future plans for the development of additional restaurants and new concepts, as well as evaluation of current operations.

System-wide sales comprise sales of Company-owned and franchised restaurants.

For a summary of sales of Company-owned restaurants, refer to Note 4 - Revenue Recognition of the Notes to Consolidated Financial Statements.

Franchise restaurant sales disclosed as system-wide sales 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.

• Restaurant-level operating margin, Income from operations, Net income (loss) and Diluted earning (loss) per share —financial measures utilized to evaluate our operating performance.

Restaurant-level operating margin is a non-GAAP financial measure widely regarded in the industry as a useful metric to evaluate restaurant-level operating efficiency and performance of ongoing restaurant-level operations, and we use it for these purposes.

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 (Loss) Income.

Our restaurant-level operating margin is expressed as the

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

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:

(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;

(ii) Depreciation and amortization, which, although substantially all of which is related to restaurant-level assets, represent historical sunk costs rather than cash outlays for the restaurants;

(ii) Depreciation and amortization, which, although substantially all of which is related to restaurant-level assets, represent historical sunk costs rather than current cash outlays for the restaurants;

(iii) General and administrative expense, which includes primarily non-restaurant-level costs associated with support of the restaurants and other activities at our corporate offices;

(iv) Asset impairment charges and restaurant closing costs, which are not reflective of ongoing restaurant performance in a period.

Restaurant-level operating margin excludes various expenses, as discussed above, that are essential to supporting the operations of our restaurants and may materially impact our Consolidated Statements of Operations and Comprehensive (Loss) Income.

As a result, restaurant-level operating margin is not indicative of our consolidated results of operations and is presented exclusively as a supplement to, and not a substitute for, Net (loss) income or Income from operations.

(iv) Asset impairment charges and restaurant closing costs and Goodwill impairment, which are not reflective of ongoing restaurant performance in a period.

In addition, our presentation of restaurant-level operating margin may not be comparable to similarly titled measures used by other companies in our industry.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

• Adjusted restaurant-level operating margin, Adjusted income from operations, Adjusted net income and Adjusted diluted earnings per share —non-GAAP financial measures utilized to evaluate our operating performance, which definitions, usefulness and reconciliations are described in more detail in the “ Non-GAAP Financial Measures ” section below.

Selected Operating Data - The table below presents the number of our restaurants in operation (from both continuing and discontinued operations) as of the periods indicated:

Number of restaurants (at end of the period):

DECEMBER 29, 2024 DECEMBER 31, 2023

Outback Steakhouse

Company-owned 553 562

Franchised 122 126

Total 675 688

Carrabba’s Italian Grill

Company-owned 192 198

Franchised 18 19

Total 210 217

Bonefish Grill

Company-owned 162 170

Franchised 4 6

Total 166 176

Fleming’s Prime Steakhouse & Wine Bar

Company-owned 63 64

Company-owned — 4

Franchised 2 1

total 1,116 1,150

International Franchise

Outback Steakhouse - South Korea 96 92

International Franchise total 145 139

Other - Company-owned

Outback Steakhouse - Hong Kong/China 10 19

Discontinued operations - Company-owned

Outback Steakhouse - Brazil (1) 173 155

Other - Brazil (1) 19 17

System-wide total 1,463 1,480

System-wide total - Company-owned 1,172 1,189

System-wide total - Franchised 291 291

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(1) The restaurant counts for Brazil, including Abbraccio and Aussie Grill restaurants within International Company-owned Other - Brazil, are reported as of November 30, 2024 and 2023, respectively, to correspond with the balance sheet dates of this subsidiary.

Following the close of the Brazil Sale Transaction on December 30, 2024, all restaurants in that market operate as unconsolidated franchisees.

See Note 3 - Discontinued Operations of the Notes to Consolidated Financial Statement s for further details.

BLOOMIN’ BRANDS, INC.

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Results of Operations

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

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

(dollars in millions) 2025

Restaurant sales of prior periods (continuing operations) $ 4,077.8 $ 3,923.9

53rd week restaurant sales (1) (82.7)

For fiscal year 2024 (comparable 52-week presentation) 3,995.1

Restaurant closures (2) (129.6) (30.5)

Comparable restaurant sales (54.5) 75.1

For fiscal year 2024 $ 3,866.3

Restaurant openings (1) 75.0

Effect of foreign currency translation 0.1 (0.6)

For fiscal year 2023 (comparable 52-week presentation) 3,995.1

53rd week restaurant sales (1) 82.7

For fiscal year 2024 and 2023 (as reported) $ 3,866.3 $ 4,077.8

comparable restaurant sales 6.3

Restaurant closures (2) (67.0)

For fiscal year 2025 $ 3,884.2

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(1) Fiscal year 2023 included restaurant sales from December 25, 2023 through December 31, 2023, which represents the 53rd week.

(2) Fiscal years 2024 and 2023 include restaurant sales impact from the closure of 73 and 34 restaurants since December 25, 2022 and December 26, 2021, respectively.

(3) Fiscal years 2024 and 2023 include restaurant sales from 27 and 19 new restaurants, respectively, not included in our comparable restaurant sales base.

Average Restaurant Unit Volumes and Operating Weeks

Following is a summary of the average restaurant unit volumes and operating weeks for the periods indicated:

(1) Includes restaurant sales from 38 new restaurants not included in our comparable restaurant sales base.

(2) Includes restaurant sales from the closure of 86 restaurants since December 31, 2023.

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

(dollars in thousands) 2025 2024

Average restaurant unit volumes:

- continuing operations

Outback Steakhouse $ 4,008 $ 4,004

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Fleming’s Prime Steakhouse & Wine Bar $ 6,071 $ 5,822

Discontinued operations

Outback Steakhouse - Brazil (1) $ 2,874 $ 3,213

Operating weeks:

- continuing operations

Outback Steakhouse 28,816 28,636

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Fleming’s Prime Steakhouse & Wine Bar 3,391 3,293

Discontinued operations

Outback Steakhouse - Brazil 8,630 7,670

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(1) Translated at average exchange rates of 5.29 and 5.02 for 2024 and 2023, respectively.

Excludes the benefit of the Brazil value added tax exemptions discussed in Note 3 - Discontinued Operations of the Notes to Consolidated Financial Statements.

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

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:

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

2025 2024 (1)

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Comparable restaurant sales (restaurants open 18 months or more):

- continuing operations (2)

Outback Steakhouse (0.5) % (1.2) %

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0.2 % (1.1) %

Discontinued operations

Outback Steakhouse - Brazil (3)(4) (1.4) % 5.5 %

- continuing operations

Outback Steakhouse (1.2) % (4.2) %

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(1.4) % (4.4) %

Discontinued operations

Outback Steakhouse - Brazil (3) (4.4) % (1.1) %

Average check per person (3):

- continuing operations

Outback Steakhouse 0.7 % 3.0 %

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Combined U.S.

Discontinued operations

Outback Steakhouse - Brazil (3) 2.6 % 6.5 %

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(1) For 2024, U.S.

(1) As a result of the 53rd week in 2023, U.S.

comparable restaurant sales, traffic and average check per person compare the 52 weeks from January 1, 2024 through December 29, 2024 to the 52 weeks from January 2, 2023 through December 31, 2023.

For 2023, U.S.

comparable restaurant sales, traffic and average check per person compare the 53 weeks from December 26, 2022 through December 31, 2023 to the 53 weeks from December 27, 2021 through January 1, 2023.

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

(3) Excludes the effect of fluctuations in foreign currency rates and the benefit of the Brazil value added tax exemptions discussed in Note 3 - Discontinued Operations of the Notes to Consolidated Financial Statements.

(4) Includes trading day impact from calendar period reporting.

(3) Includes the impact of menu pricing changes, product mix and discounts.

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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:

2024 2023 2022

Restaurant sales 98.2 % 97.9 %

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Provision for impaired assets and restaurant closings 1.1 1.6

Goodwill impairment 0.7 —

Total costs and expenses 99.1 96.5

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Loss on extinguishment of debt — (3.4)

Loss on fair value adjustment of derivatives, net — — (0.4)

Interest expense, net (1.1) (1.6)

(Loss) income before (benefit) provision for income taxes (1.5) 5.5 3.2

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

Net (loss) income from continuing operations (1.2) 5.1 2.3

Net (loss) income from discontinued operations, net of tax (1.9) 1.0 0.4

Net (loss) income (3.1) 6.1 2.7

Loss before benefit for income taxes (0.2) (1.5)

Benefit for income taxes (0.6) (0.3)

Loss from equity method investment, net of tax (0.1) —

Net income (loss) from continuing operations 0.3 (1.2)

Loss from discontinued operations, net of tax

Net income (loss) 0.3 (3.1)

net income attributable to noncontrolling interests 0.1 0.1

Net (loss) income attributable to Bloomin’ Brands (3.2) % 5.9 % 2.5 %

Net income (loss) attributable to Bloomin’ Brands 0.2 % (3.2) %

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(1) As a percentage of Restaurant sales.

Fiscal year 2024 as compared to fiscal year 2023 - continuing operations

Food and beverage cost decreased as a percentage of Restaurant sales due to 1.3% from increases in menu pricing and 0.6% from cost-saving and productivity initiatives.

These decreases were partially offset by increases as a percentage of Restaurant sales of 0.5% from unfavorable product mix and 0.5% from commodity inflation.

Labor and other related expense increased as a percentage of Restaurant sales primarily due to 1.6% from higher hourly and field management labor costs, primarily due to wage rate inflation, partially offset by a decrease of 0.6% from an increase in average check per person.

Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to:

(i) 1.1% from higher restaurant-level operating and supply expenses, primarily due to inflation, (ii) 0.5% from higher advertising expense and (iii) 0.4% from higher insurance and legal expense, primarily from lapping the 2023 favorable settlement of certain collective action wage and hour lawsuits.

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

Depreciation and amortization expense increased primarily due to restaurant development and technology projects, partially offset by restaurant closures.

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

Fiscal year 2025 as compared to fiscal year 2024

• Food and beverage cost increased as a percentage of Restaurant sales due to 1.1% from commodity inflation and 0.6% from unfavorable product mix.

These impacts were partially offset by 1.0% from an increase in average check per person, primarily due to menu pricing.

• Labor and other related expense increased as a percentage of Restaurant sales primarily due to 1.3% from higher hourly and field management labor costs, primarily due to wage rate inflation, partially offset by 0.3% from an increase in average check per person.

• Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to 0.7% from higher restaurant-level operating and supply expenses, primarily due to inflation, partially offset by 0.5% from lower advertising expense.

• Depreciation and amortization expense increased primarily due to restaurant development partially offset by closed and impaired restaurants.

• General and administrative expense increased primarily due to:

(i) lapping 2024 gains and incurring 2025 costs associated with our foreign currency forward contracts and (ii) severance costs.

These impacts were partially offset by lower compensation and related expenses.

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Provision for impaired assets and restaurant closings increased primarily due to:

(i) asset impairments during Q4 2024 related to 41 older, underperforming restaurants (the “Q4 2024 Restaurant Impairment”), and from the closure of (ii) nine restaurants in Hong Kong and (iii) 36 older, predominately underperforming restaurants within the U.S.

segment (the “2023 Restaurant Closures”).

These increases were partially offset by the Q4 2023 asset impairment and closure charges in connection with the 2023 Restaurant Closures.

Loss on extinguishment of debt and Loss on fair value adjustment of derivatives, net during 2024 were in connection with the repurchase of $ 83.6 million of the outstanding convertible senior notes due in 2025 (the “2025 Notes”) (the “Second 2025 Notes Partial Repurchase”), which is described in further detail within Note 11 - Convertible Senior Notes of the Notes to Consolidated Financial Statements.

Interest expense, net increase d primarily due to higher balances and interest rates on the unhedged portion of our revolving credit facility partially offset by a decrease in interest expense from the Second 2025 Notes Partial Repurchase.

(Benefit) provision for income taxes includes credits we and other restaurant company employers may claim against federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”).

• Provision for impaired assets and restaurant closings decreased primarily due to lower impairment and closure charges related to restaurant closures and underperforming restaurants.

• Goodwill impairment includes charges for the Bonefish Grill reporting unit of $28.2 million during 2025.

See Note 9 - Goodwill and Intangible Assets, Net of the Notes to Consolidated Financial Statements for additional details.

• Loss on extinguishment of debt during 2024 was in connection with the repurchase of $83.6 million of the outstanding convertible senior notes due in 2025 (the “2025 Notes”) (the “2025 Notes Partial Repurchase”), which is described in further detail within Note 11 - Convertible Senior Notes of the Notes to Consolidated Financial Statements.

• Interest expense, net decrease d primarily due to $14.4 million of interest income on the final installment related to the Brazil Sale Transaction.

Benefit for income taxes includes credits we and other restaurant company employers may claim against 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 (Loss) income before (benefit) provision for income taxes.

The change in (Benefit) provision for income taxes is primarily due to FICA tax credits on certain tipped wages partially offset by the 2024 nondeductible losses associated with the Second 2025 Notes Partial Repurchase, relative to the 2024 pre-tax book loss.

We have a blended federal and state statutory rate of approximately 26% for all periods presented.

The effective income tax rate in 2024 was lower than the blended federal and state statutory rate primarily due to the federal and state impact of nondeductible losses associated with the Second 2025 Notes Partial Repurchase, partially offset by the FICA tax credits on certain tipped wages, relative to the 2024 pre-tax book loss.

The effective income tax rate in 2023 was lower than the blended federal and state statutory rate primarily due to the benefit of FICA tax credits on certain tipped wages.

Fiscal year 2023 as compared to fiscal year 2022 - continuing operations

Food and beverage cost decreased as a percentage of Restaurant sales due to 2.0% from increases in average check per person, primarily driven by an increase in menu pricing, and 0.6% from certain cost saving and productivity initiatives, partially offset by an increase of 1.4% from commodity inflation.

Labor and other related expense increased as a percentage of Restaurant sales primarily due to 1.9% from higher hourly and field management labor costs, primarily due to wage rate inflation, partially offset by decreases of 0.9% from an increase in average check per person and 0.3% from certain cost saving and productivity initiatives.

Other restaurant operating expense decreased as a percentage of Restaurant sales primarily due to:

(i) 0.6% from an increase in average check per person, (ii) 0.4% from the favorable settlement of certain collective action wage and hour lawsuits and (iii) 0.3% from certain cost saving and productivity initiatives.

These decreases were partially offset by increases of 0.9% from higher operating expenses, including utilities, primarily due to inflation, and 0.3% from higher advertising expense.

(Benefit) provision for income taxes includes a decrease in the effective income tax rate primarily due to the non-deductible losses recorded during 2022 associated with the First 2025 Notes Partial Repurchase, which is described in further detail within Note 11 - Convertible Senior Notes of the Notes to Consolidated Financial Statements.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

The Benefit for income taxes in 2025 and 2024 includes the impact of the FICA tax credit, and for 2024, also includes the impact of the nondeductible losses associated with the partial repurchase of the 2025 Notes.

We consider each of our U.S.

restaurant concepts and our international franchise business as operating segments, which reflects how we manage our business, review operating performance and allocate resources.

All other operating segments, which include our operations in Hong Kong and China do not meet the quantitative thresholds for determining reportable operating segments.

All other operating segments, which include our operations in Hong Kong and the equity method investment in Brazil, do not meet the quantitative thresholds for determining reportable segments.

Resources are allocated and performance is assessed by our Chief Executive Officer, whom we have determined to be our Chief Operating Decision Maker (“CODM”).

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are included in the international franchise segment.

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

Revenue for the U.S.

reportable segment includes transactions with customers and revenues for both reportable segments include royalties from franchisees.

There were no material transactions among reportable segments.

Excluded from Income from operations for U.S.

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.

Operating income is utilized by our CODM as the segment profit or loss measure and to manage the business, review operating performance and allocate resources.

Refer to Note 19 - Segment Reporting of the Notes to Consolidated Financial Statements for reconciliation of segment income from operations to the consolidated operating results.

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

Operating income is utilized by the Company’s CODM as the primary segment profit or loss measure to allocate resources in the planning and forecasting process and also to review operating performance by monitoring actual results versus prior year and forecasts.

Refer to Note 18 - Segment Reporting of the Notes to Consolidated Financial Statements for reconciliations of segment income from operations to the consolidated operating results.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Summary financial data - Following is a summary of U.S.

segment financial data for the periods indicated:

(dollars in thousands) 2025 2024

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Total revenues $ 3,886,425 $ 3,857,134

Income from continuing operations $ 250,050 $ 377,534 $ 407,860

Operating income margin, continuing operations 6.5 % 9.3 % 10.4 %

INTERNATIONAL FRANCHISE

(dollars in thousands) 2024 2023 2022

Franchise and other revenues (2)

$ 39,490 $ 41,524 $ 36,202

Income from continuing operations $ 37,961 $ 39,207 $ 34,216

Income from operations $ 180,033 $ 250,050

Operating income margin 4.6 % 6.5 %

____________________

(1) The decrease from 2023 to 2024 was primarily due to:

(i) the restaurant sales during the 53rd week of 2023, (ii) the net impact of restaurant closures and openings and (iii) lower comparable restaurant sales.

The increase from 2022 to 2023 was primarily due to the restaurant sales during the 53rd week of 2023 and higher comparable restaurant sales, partially offset by the net impact of restaurant closures and openings.

See Results of Operations - Restaurant Sales for a rollforward of consolidated Restaurant sales.

(2) Includes international royalties from franchisees and royalties from our Brazil operations at our historical 5% intercompany rate.

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.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Income from continuing operations

(1) The increase from 2024 to 2025 was primarily due to:

(i) the net impact of restaurant openings and closures and (ii) higher comparable restaurant sales.

The decrease in U.S.

Income from operations generated during 2025 as compared to 2024 was primarily due to:

(i) lower restaurant sales, as discussed above, (ii) higher labor, operating and commodity costs, primarily due to inflation, (iii) higher impairment and closure costs and (iv) higher advertising, depreciation and amortization expense.

These decreases were partially offset by an increase in average check per person and the impact of certain cost-saving and produc tivity initiatives.

(i) higher labor, commodity and operating costs, primarily due to inflation, (ii) goodwill impairment related to Bonefish Grill and (iii) unfavorable product cost mix.

These decreases were partially offset by:

(i) an increase in average check per person, primarily due to menu pricing, (ii) lower advertising expense and (iii) lower General and administrative expense.

Following is a summary of international franchise segment financial data for the periods indicated:

INTERNATIONAL FRANCHISE

(dollars in thousands) 2025 (1) 2024

Franchise revenues $ 31,297 $ 39,490

Income from operations $ 30,412 $ 37,961

____________________

(1) 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.

Non-GAAP Financial Measures

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We believe that the disclosure of these non-GAAP measures is useful to investors as they form part of the basis for how our management team and our Board evaluate our operating performance, allocate resources and establish employee incentive plans.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

These non-GAAP financial measures are not intended to replace U.S.

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Refer to the reconciliations of non-GAAP measures for descriptions of the actual adjustments made in the current period and the corresponding prior period.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Consolidated Restaurant-level Operating Income and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations - Restaurant-level operating margin is calculated as Restaurant sales after deduction of the main restaurant-level operating costs, which includes Food and beverage cost, Labor and other related expense and Other restaurant operating expense.

Adjusted restaurant-level operating margin is Restaurant-level operating margin adjusted for certain items.

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:

The following table reconciles consolidated Income 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 FISCAL YEAR

(dollars in thousands) 2025 2024

Income from continuing operations $ 139,808 $ 282,769

Operating income margin, continuing operations 3.5 % 6.8 %

Income from operations $ 37,163 $ 139,808

Operating income margin 0.9 % 3.5 %

Franchise and other revenues 71,762 84,131

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Provision for impaired assets and restaurant closings 45,137 64,291

Restaurant-level operating income from continuing operations $ 514,931 $ 628,797

Goodwill impairment $ 28,188 $ —

Restaurant-level operating income $ 454,802 $ 514,931

Restaurant-level operating margin 11.7 % 13.3 %

Legal and other matters (1) — (3,650)

Asset impairments and closure-related charges (2) 434 (2,450)

Partner compensation (3) — 1,894

Employee benefits policy change (1) 3,671 —

Closure-related charges — 434

Total restaurant-level operating income adjustments 3,671 434

Adjusted restaurant-level operating income from continuing operations $ 515,365 $ 624,591

Adjusted restaurant-level operating margin, continuing operations 13.3 % 15.3 %

Restaurant-level operating income from discontinued operations (4) 108,062 117,500

Adjusted restaurant-level operating income $ 458,473 $ 515,365

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_________________

(1) Reflects changes in legal reserves in connection with certain collective action wage and hour lawsuits.

(2) For 2023, includes lease remeasurement gains in connection with the 2023 Restaurant Closures.

See Note 5 - Impairments and Exit Costs of the Notes to Consolidated Financial Statements for additional details regarding the 2023 Restaurant Closures.

(3) Costs incurred in connection with the transition to a new partner compensation program.

(4) No adjustments for the periods presented.

Excludes intercompany royalty expense of $25.9 million and $26.4 million for 2024 and 2023, respectively, since the corresponding intercompany royalty revenue is included within Franchise and other revenues from continuing operations and is therefore already excluded from the calculation of restaurant-level operating income.

See Note 3 - Discontinued Operations of the Notes to Consolidated Financial Statements for additional details.

(1) Represents costs associated with updated field PTO policy in connection with the transition to a new human resources and payroll system.

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

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:

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:

(dollars in thousands) 2025 2024

Income from continuing operations $ 139,808 $ 282,769

Operating income margin, continuing operations 3.5 % 6.8 %

Income from operations $ 37,163 $ 139,808

Operating income margin 0.9 % 3.5 %

Total restaurant-level operating income adjustments (1) 3,671 434

Asset impairments and closure-related charges (2) 38,918 63,009

Executive transition costs (3) 4,121 —

Strategic initiative fees (4) 6,500 —

Foreign currency hedge gains (5) (15,728) —

Other (6) — 7,546

Goodwill impairment (3) 28,188 —

Severance and other transformational costs (4) 22,762 10,621

Foreign currency forward contract costs (gains) (5) 9,332 (15,728)

Total income from operations adjustments 102,871 58,336

Adjusted income from operations, continuing operations $ 198,144 $ 314,345

Adjusted operating income margin, continuing operations 5.0 % 7.5 %

Adjusted income from operations, discontinued operations (7) 34,446 42,375

Adjusted income from operations $ 140,034 $ 198,144

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(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) Fiscal year 2024 includes asset impairment, closure costs and severance primarily in connection with:

(i) the 2023 Restaurant Closures, (ii) the closure of nine restaurants in Hong Kong and (iii) the Q4 2024 Restaurant Impairment.

Fiscal year 2023 includes asset impairment, closure costs and severance primarily in connection with the 2023 Restaurant Closures.

(3) Compensation costs and professional fees related to our CEO transition and severance related to other executive level changes.

(4) Represents fees incurred in connection with a project-based strategic initiative.

The costs incurred represent third-party consulting fees related to a strategic initiative to develop revenue growth management capabilities for Outback Steakhouse and are included in General and administrative expense.

Given the magnitude and scope of this initiative and that it is not expected to recur after 2024, we consider these incremental expenses to be distinct from other consulting fees that we incur in the ordinary course of business and not reflective of the ongoing costs to operate our business or operating performance in the period.

(5) Gains in connection with the foreign exchange forward contracts entered into to partially offset foreign currency exchange risk associated with installment payments from the Brazil Sale Transaction.

(6) Primarily includes professional fees, severance and other costs not correlated to our core operating performance during the period.

(7) Includes operating income from our Brazil operations for the periods presented, including intercompany royalty expense.

For 2024, includes non-GAAP adjustments of $68.3 million for impairment of assets held for sale, $3.3 million of transaction related professional fees and $1.5 million of other impairment.

See Note 3 - Discontinued Operations of the Notes to Consolidated Financial Statements for additional details.

(2) Fiscal year 2025 primarily includes costs related to the closure of 21 U.S.

restaurants and the decision not to renew the leases of 22 restaurants and asset impairments related to five underperforming U.S.

Fiscal year 2024 primarily includes asset impairment related to older, underperforming restaurants and other asset impairment and closure-related costs in connection with previous restaurant closures.

See Note 5 - Impairments and Exit Costs of the Notes to Consolidated Financial Statements for additional details.

(3) Relates to goodwill impairment from the Bonefish Grill reporting unit.

See Note 9 - Goodwill and Intangible Assets, Net of the Notes to Consolidated Financial Statements for additional details.

(4) Includes severance, professional fees and other costs incurred as a result of transformational and restructuring activities.

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

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

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

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:

(in thousands, except per share data) 2025 2024

Net (loss) income attributable to Bloomin’ Brands $ (128,018) $ 247,386

Net (loss) income from discontinued operations, net of tax (75,982) 41,629

Net (loss) income attributable to Bloomin’ Brands from continuing operations (1) (52,036) 205,757

Net income (loss) attributable to Bloomin’ Brands $ 8,237 $ (128,018)

Loss from discontinued operations, net of tax

(537) (75,982)

Net income (loss) attributable to Bloomin’ Brands from continuing operations 8,774 (52,036)

Income from operations adjustments (1) 102,871 58,336

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Total adjustments, before income taxes 102,871 194,133

Adjustment to provision for income taxes (4) (13,001) (7,872)

Tax effect of adjustments (3) (14,770) (13,001)

Net adjustments, continuing operations 88,101 181,132

Adjusted net income, continuing operations 96,875 129,096

Adjusted net income, discontinued operations (5) 30,246 38,700

Adjusted (loss) income, discontinued operations net of tax (4)

Adjusted net income $ 96,338 $ 159,342

Diluted (loss) earnings per share:

Diluted earnings (loss) per share (5):

Continuing operations $ 0.10 $ (0.61)

Discontinued operations (0.01) (0.88)

Net diluted (loss) earnings per share $ (1.49) $ 2.56

Net diluted earnings (loss) per share $ 0.10 $ (1.49)

Adjusted diluted earnings per share (5):

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Discontinued operations (0.01) 0.34

Adjusted diluted earnings per share (6)(7) $ 1.79 $ 2.78

Adjusted net diluted earnings per share (6)

$ 1.13 $ 1.79

Diluted weighted average common shares outstanding 85,307 85,905

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_________________

(1) Represents net (loss) income from continuing operations less net income attributable to noncontrolling interests.

(1) See the Adjusted Income from Operations Non-GAAP Reconciliations table above for details regarding Income from operations adjustments.

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

See Note 11 - Convertible Senior Notes of the Notes to Consolidated Financial Statements for additional details.

(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 difference between GAAP and adjusted effective income tax rates during fiscal year 2024 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 and Income from operations adjustments described in footnote 7 of the Adjusted Income from Operations Non-GAAP Reconciliations table above.

For 2024, also includes adjustments for $33.8 million of deferred income tax expense resulting from the Brazil Sale Transaction and the tax effects of non-GAAP adjustments.

For 2023, also includes a $2.9 million adjustment related to a Brazil federal income tax exemption on certain state value added tax benefits.

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

(3) The tax effect of non-GAAP adjustments is determined by recomputing the benefit for income taxes on an adjusted basis.

The difference between the recomputed benefit for income taxes and the GAAP benefit for income taxes represents the tax effect of non-GAAP adjustments.

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

For 2024, also includes adjustments for $68.3 million for impairment of assets held for sale and $33.8 million of deferred income tax expense resulting from the Brazil Sale Transaction and the tax effects 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 fiscal years 2024 and 2023 were calculated including the effect of 1.6 million and 5.1 million dilutive securities, respectively, for outstanding 2025 Notes and the effect of 1.0 million and 3.4 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 transactions (the “Convertible Note Hedge Transactions”) and concurrently entered into warrant transactions relating to the same number of shares of our common stock (the “Warrant Transactions”).

(5) Amounts may not add due to rounding.

(6) For 2024, includes shares that are excluded from GAAP diluted weighted average common shares outstanding due to a GAAP net loss, however, incorporated in adjusted diluted weighted average common shares outstanding as a result of the adjusted net income position.

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

price is in excess of the conversion price of the 2025 Notes ($10.60 and $11.14 as of December 29, 2024 and December 31, 2023, respectively), the Convertible Note Hedge Transactions deliver shares to offset dilution from the 2025 Notes, which, in combination with the Warrant Transactions, effectively offset dilution from the 2025 Notes up to the strike price of the Warrant Transactions ($14.84 and $15.60 as of December 29, 2024 and December 31, 2023, respectively).

Adjusted diluted earnings per share and adjusted diluted weighted average common shares outstanding for the fiscal year 2023 have been recast to remove the 5.1 million share benefit of the Convertible Note Hedge Transactions 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 fiscal year 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.

Management uses this information to make decisions about future plans for the development of additional restaurants and new concepts, as well as evaluation of current operations.

System-wide sales comprise sales of Company-owned and franchised restaurants.

For a summary of sales of Company-owned restaurants, refer to Note 4 - Revenue Recognition of the Notes to Consolidated Financial Statements.

The following table provides a summary of sales of franchised restaurants by segment for the periods indicated, which are not included in our consolidated Restaurant sales.

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 ser vice fees.

System-Wide Sales - The following table provides a summary of sales of franchised restaurants by segment for the periods indicated:

(dollars in millions) 2025 2024

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Cash and Cash Equivalents

As of December 29, 2024, we had $70.1 million in cash and cash equivalents of which $10.0 million was held by foreign affiliates.

The international jurisdictions in which we have significant cash do not have any known restrictions that would prohibit repatriation.

As of December 29, 2024, we did not have aggregate undistributed foreign earnings from its consolidated foreign subsidiaries.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

As of December 28, 2025, we had $59.5 million in cash and cash equivalents, of which $5.2 million was held by foreign affiliates, and did not have aggregate undistributed foreign earnings from our consolidated foreign subsidiaries.

Borrowing Capacity and Debt Service

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2024 payments (360,000) (1,576,000) — — (1,936,000)

2024 repurchases and conversions — — (84,062) — (84,062)

Balance as of December 29, 2024 710,000 — 20,724 300,000 1,030,724

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2025 payments (1,480,000) — (20,724) — (1,500,724)

2024 repurchases and conversions — — (84,062) — (84,062)

Balance as of December 28, 2025 $ 490,000 $ — $ — $ 300,000 $ 790,000

Interest rates, as of December 28, 2025 (1) 6.09 % 5.13 %

Principal maturity date September 2029 May 2025 April 2029

Principal maturity date September 2029 April 2029

____________________

(1) Subsequent to December 29, 2024, we repaid $140.0 million on our revolving credit facility, primarily with proceeds from the Brazil Sale Transaction.

(1) Interest rate for revolving credit facility represents the weighted average interest rate as of December 28, 2025.

As of December 28, 2025, we had $693.7 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $16.3 million.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Credit Agreement - On September 19, 2024, we and OSI, as co-borrowers, entered into the Third Amended and Restated Credit Agreement (the “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”).

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

2025 Notes Partial Repurchase - On February 29, 2024, we and certain holders entered into exchange agreements (the “2024 Exchange Agreements”) in which the holders agreed to exchange $83.6 million in aggregate principal amount of our outstanding 2025 Notes for approximately 7.5 million shares of our common stock and $3.3 million in cash, including accrued interest (the “Second 2025 Notes Partial Repurchase”).

Convertible Note Hedge and Warrant Transactions - In connection with the Second 2025 Notes Partial Repurchase, we entered into partial unwind agreements with certain financial institutions relating to a portion of the convertible note hedge transactions (the “2024 Note Hedge Early Termination Agreements”) and a portion of the Warrant Transactions (the “2024 Warrant Early Termination Agreements”) that we previously entered into in connection

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

with the issuance of the 2025 Notes.

2025 Notes - On February 29, 2024, we and certain holders entered into agreements to exchange $83.6 million in aggregate principal amount of our outstanding 2025 Notes for approximately 7.5 million shares of our common stock and $3.3 million in cash, including accrued interest.

In connection with the repurchase, we entered into partial unwind agreements with certain financial institutions relating to a portion of the convertible note hedge transactions and a portion of the warrant transactions that we previously entered into in connection with the issuance of the 2025 Notes.

Upon settlement, we received a termination payment which consisted of approximately $118.2 million in cash and 0.3 million shares of our common stock for the note hedges and we made a termination payment in an aggregate amount of approximately $102.2 million in cash for the warrants.

See Note 11 - Convertible Senior Notes of the Notes to Consolidated Financial Statements for additional details regarding the Second 2025 Notes Partial Repurchase and related 2024 Note Hedge Early Termination Agreements and 2024 Warrant Early Termination Agreements.

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

On May 16, 2025, the Company terminated the remaining warrants in cash for $0.4 million.

See Note 11 - Convertible Senior Notes of the Notes to Consolidated Financial Statements for additional details.

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, remodeling or relocating older restaurants, investments in technology and equipment and development of new restaurants.

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.

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dollars based on the exchange rate on the closing date, representing 52% of total proceeds 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.

The remaining 33% ownership interest is subject to a put-call mechanism contained in the shareholders agreement whereby the buyer may cause us to sell or we may cause the buyer to purchase the totality of the remaining interest during the fourth quarter of 2028 at a multiple of earnings defined in the shareholders agreement.

During 2024, we received $15.1 million of cash in connection with forward currency exchange contracts entered into concurrently with the Brazil Sale Transaction to hedge a portion of the foreign currency risk of the related purchase price installment payments.

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

Dividends and Share Repurchases - During 2024 and 2023, we declared and paid quarterly cash dividends of $0.24 per share.

In February 2025, our Board declared a quarterly cash dividend of $0.15 per share, payable on March 26, 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.

During the thirteen weeks ended December 28, 2025, we received cash proceeds, net of withheld income taxes and inclusive of accumulated interest income, of $123.5 million in U.S.

dollars, representing the remaining 48% of total proceeds from the Brazil Sale Transaction, and applied the proceeds to our revolving credit facility.

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Following is a summary of our share repurchase programs active during the periods presented as of December 29, 2024 (dollars in thousands):

SHARE REPURCHASE PROGRAM BOARD APPROVAL DATE AUTHORIZED REPURCHASED CANCELLED OR EXPIRED REMAINING

2022 February 8, 2022 $ 125,000 $ 125,000 $ — $ —

2023 February 7, 2023 $ 125,000 $ 67,499 $ 57,501 $ —

2024 (1) February 13, 2024 $ 350,000 $ 253,195 $ — $ 96,805

________________

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

During 2025 and 2024, we (paid) received $(25.7) million and $15.1 million, respectively, of cash in connection with forward currency exchange contracts entered into concurrently with the Brazil Sale Transaction to hedge a portion of the foreign currency risk of the related purchase price installment payments.

In November 2025, our foreign currency forward contr acts matured.

Capital Expenditures - We estimate that our capital expenditures will total approximately $185 million to $195 million in 2026.

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.

Dividends and Share Repurchases - During the first three quarters of 2025, we declared and paid quarterly cash dividends of $0.15 per share.

In October 2025, our Board suspended the dividend as a component of our turnaround strategy.

During 2024, we declared and paid quarterly cash dividends of $0.24 per share.

In February 2024, our Board approved a share repurchase authorization of up to $350.0 million of our outstanding common stock as announced in our press release issued on February 23, 2024.

The 2024 Share Repurchase Program expired on August 13, 2025.

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

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Total $ 120,840 $ 265,695 $ 386,535

Our ability to pay dividends and make share repurchases is dependent on our ability to obtain funds from our subsidiaries, continued compliance with the financial covenants in our debt agreements and the existence of surplus, as well as our earnings, financial condition, capital expenditure requirements and other factors that our Board deems relevant.

Material Cash Requirements - The following table presents current and long-term material cash requirements as of December 28, 2025:

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Excludes $945.6 million related to operating lease renewal options that are reasonably certain of exercise.

(2) Includes Senior Secured Credit Facility, 2029 Notes and 2025 Notes.

(2) Includes Senior Secured Credit Facility and 2029 Notes.

Amounts are not reduced by unamortized debt issuance costs totaling $2.6 million.

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fixed, minimum or variable price provisions;

and the approximate timing of the transaction.

We have purchase obligations with various vendors that consist primarily of inventory, technology, store-level services and fixtures and equipment.

(5) Includes other long-term liabilities, primarily consisting of deferred compensation obligations, deposits, undiscounted finance leases and other accrued obligations.

Future indemnification obligations in connection with the Brazil Sale Transaction, subject to a cap under the terms of the related purchase agreement, and unrecognized tax benefits are excluded from this table since it is not possible to estimate when these future payments may occur.

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

approximate timing of the transaction.

We have purchase obligations with various vendors that consist primarily of inventory, technology, marketing, store-level services and fixtures and equipment.

(5) Includes other long-term liabilities, primarily consisting of deferred compensation obligations, deposits, undiscounted finance leases and other accrued obligations.

Summary of Cash Flows and Financial Condition

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 decrease in net cash provided by operating activities during 2024 as compared to 2023 was primarily due to lower net earnings and changes in working capital.

The increase in net cash provided by operating activities during 2023 as compared to 2022 was primarily due to:

(i) higher net earnings, (ii) decreased employee compensation payments and (iii) lower income tax payments.

These increases were partially offset by higher rent and interest payments.

Investing activities - The decrease in net cash used in investing activities during 2024 as compared to 2023 was primarily due to lower capital expenditures and receipt of proceeds from foreign exchange forward contracts .

The increase in net cash used in investing activities during 2023 as compared to 2022 was primarily due to higher capital expenditures and a decrease in cash withdrawn from Company-owned life insurance policies .

Financing activities - The decrease in net cash used in financing activities during 2024 as compared to 2023 was primarily due to higher net draws on the revolving credit facility and net cash received from the 2024 Note Hedge Early Termination Agreements, partially offset by higher repurchases of common stock and lower net proceeds from share-based compensation.

The decrease in net cash used in financing activities during 2023 as compared to 2022 was primarily due to:

(i) a decrease in repurchases of common stock, (ii) higher net proceeds from share-based compensation and (iii) partner equity plan payments during 2022.

These decreases were partially offset by higher payments of cash dividends on our common stock and increased repayments on our debt.

Operating activities - The increase in net cash provided by operating activities during 2025 as compared to 2024 was primarily due to changes in working capital.

Investing activities - Net cash provided by investing activities during 2025 was primarily due to proceeds from the Brazil Sale Transaction, net of taxes withheld, partially offset by capital expenditures and payments on foreign currency forward contracts.

Net cash used in investing activities during 2024 was primarily due to capital expenditures.

Financing activities - Net cash used in financing activities during 2025 was primarily due to:

(i) net payments on the revolving credit facility, (ii) payments of cash dividends and (iii) maturity settlement for the 2025 Notes.

Net cash used in financing activities during 2024 was primarily due to net draws on the revolving credit facility exceeding the aggregate of cash used to repurchase common stock, 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:

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Working capital (deficit) $ (609,008) $ (631,817)

Working capital (deficit) includes:

(i) Unearned revenue primarily from unredeemed gift cards of $377.9 million and $374.1 million as of December 28, 2025 and December 29, 2024, respectively, and (ii) current operating lease liabilities of $176.3 million and $158.8 million as of December 28, 2025 and December 29, 2024, respectively, with

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Working capital (deficit) includes:

(i) Unearned revenue primarily from unredeemed gift cards of $374.1 million and $380.2 million as of December 29, 2024 and December 31, 2023, respectively, and (ii) current operating lease liabilities of $158.8 million and $163.7 million as of December 29, 2024 and December 31, 2023, respectively, with the corresponding operating right-of-use assets recorded as non-current on our Consolidated Balance Sheets.

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).

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Historically, the change in useful lives of our assets as a result of planned closures or the decision not to renew leases has been a key factor in the impairment we have recognized.

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.

In considering the qualitative approach, we evaluate factors including, but not limited to, macroeconomic conditions, market and industry conditions, commodity cost fluctuations, competitive environment, share price performance, results of prior impairment tests, operational stability and the overall financial performance of the reporting units.

Any adverse change in these factors could have a significant impact on the recoverability of assets and could have a material impact on our consolidated financial statements.

Goodwill and Indefinite-Lived Intangible Assets - The carrying values of goodwill and trade names, our indefinite-lived intangible assets, as of December 28, 2025 were $185.1 million and $414.7 million, respectively.

Goodwill and trade names are not subject to amortization and are tested for impairment annually, as of the first day of our 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 or trade name 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 or trade name 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.

Fair value of trade names is estimated by utilizing the relief-from-royalty method, which requires assumptions related to projected sales, market royalty rates and discount rates.

BLOOMIN’ BRANDS, INC.

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FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

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 approach, using the fair value of the reporting unit, is calculated.

Fair value of a reporting unit is the price a willing buyer would pay for the reporting unit and is estimated by utilizing a weighted average of the income approach, using a discounted cash flow model, and, when appropriate, the market approach including the guideline public company method and guideline transaction method.

The key estimates and assumptions used in this assessment are future cash flow estimates, which are heavily influenced by revenue growth rates, operating margins and capital expenditures.

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 and discount rates, changes in our operating performance and changes in our business strategies.

We estimate the fair value of trade names using the relief-from-royalty method, which requires assumptions related to projected sales for each reporting unit, assumed market royalty rates applicable to the trade names, and discount rates.

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 value of goodwill and trade names as of December 29, 2024 was $213.3 million and $414.7 million, respectively.

We performed our annual impairment test in the second quarter of 2024 by utilizing the qualitative approach and determined that there were no events or circumstances to indicate that it was more likely than not that the fair value of any of our reporting units was less than their carrying values.

Sales declines at our restaurants, unplanned increases in commodity or labor costs, deterioration in overall economic conditions and challenges in the restaurant industry may result in future impairment charges.

It is possible that changes in circumstances or changes in our judgments, assumptions and estimates could result in impairment of a portion or all of our goodwill or other intangible assets.

During the second quarter of 2025, we performed our annual impairment testing utilizing a quantitative analysis due to a decline in our stock price and market capitalization (the “Q2 analysis”).

No impairment was recorded in relation to the Q2 analysis;

however, the Company identified a triggering event during the fourth quarter of 2025 as a result of:

(i) a sustained decline in our stock price and market capitalization and (ii) a recent decline in margins specific to the Bonefish Grill reporting unit.

As a result, we performed an interim quantitative impairment analysis (the “Q4 analysis”).

The Q4 analysis determined that the Bonefish Grill reporting unit was impaired and goodwill impairment of $28.2 million was recorded to fully impair the goodwill of the reporting unit.

Goodwill Analysis - The Q2 analysis for goodwill 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 fair values 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 included an adjustment to the risk premium to reflect the elevated risk in management’s forecasted cash flows.

The Q4 analysis for goodwill indicated that all reporting units except Bonefish Grill had fair values that exceeded their carrying values.

Additionally, the cushion for the Outback Steakhouse reporting unit decreased to approximately 3%.

The cushions for all other reporting units remained above 20%.

The fair value for the Outback Steakhouse reporting unit decreased compared to the Q2 analysis primarily due to lower market multiples and lower cash flow estimates.

The fair value for the Bonefish Grill reporting unit decreased from the Q2 analysis primarily due to lower market multiples and lower cash flow estimates as a result of a recent decline in profit margins.

Similar to the annual analysis, the discount rates for Outback Steakhouse and Bonefish Grill include an adjustment to the risk premium to reflect the elevated risk in management’s forecasted cash flows.

For both analyses, 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 earnings before interest, taxes, depreciation and amortization), 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.

In addition, for both the Q2 analysis and Q4 analysis, 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 the reporting units.

As a result of the decreased fair values, the goodwill associated with the Outback Steakhouse reporting unit is at a higher risk of future impairment if any assumptions, estimates, or market factors change in the future.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

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

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, so we performed a sensitivity analysis on the discount rate and long-term growth rate for our Outback Steakhouse reporting unit.

If the discount rate increased by 100 basis points, the fair value of the reporting unit would decrease by 8%, resulting in goodwill impairment of $36.1 million.

If the long-term growth rate decreased by 50 basis points, the fair value of the Outback Steakhouse reporting unit would decrease by 3%, but the fair value would still exceed the carrying value.

These sensitivities were only calculated utilizing the discounted cash flow method and the 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.

Indefinite-Lived Intangible Assets Analysis - The Q2 analysis and Q4 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% and 5%, respectively.

In the Q2 analysis, the fair value of the Outback Steakhouse trade name decreased primarily due to lower projected sales and an increased discount rate.

The fair value declined further in the Q4 analysis due to lower projected sales and a decrease in the assumed royalty rate.

Leases - We use judgment at lease inception to determine the reasonably certain lease term, which in turn, impacts the applicable incremental borrowing rate (“IBR”) used to calculate the initial lease liability for each portfolio of leases.

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For some programs, we maintain stop-loss coverage to limit the exposure relating to certain risks.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

We record a liability for all unresolved and incurred but not reported claims at the anticipated cost below our specified retention levels or per-claim deductible amounts.

3 unchanged sentences

Reserves recorded for workers’ compensation and general or liquor liability claims are discounted using the average of the one-year and five-year risk-free rate of monetary assets that have comparable maturities.

BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

If actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.

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Recently Issued Financial Accounting Standards

For a description of recently issued Financial Accounting Standards that we adopted in 2024 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 2 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements.

See Note 1 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements for a summary of new accounting standards.

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-K

Item 7. Management’s Discussion and Analysis