4 unchanged sentences
Consolidated Balance Sheets — December 28, 2025 and December 29, 2024
−Removed: Consolidated Statements of Operations and Comprehensive ( Loss) Income —
+Added: Consolidated Statements of Operations and Comprehensive Income (Loss) —
For Fiscal Years 202 5 , 202 4 and 20 23
21 unchanged sentences
We have audited the accompanying consolidated balance sheets of Bloomin’ Brands, Inc.
−Removed: and its subsidiaries (the “Company”) as of December 29, 2024 and December 31, 2023 and the related consolidated statements of operations and comprehensive (loss) income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 29, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).
+Added: and its subsidiaries (the “Company”) as of December 28, 2025 and December 29, 2024, and the related consolidated statements of operations and comprehensive income (loss), of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 28, 2025, including the related notes (collectively referred to as the “consolidated financial statements”).
We also have audited the Company’s internal control over financial reporting as of December 28, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
24 unchanged sentences
Critical Audit Matters
−Removed: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Insurance Reserves
4 unchanged sentences
Reserves recorded for workers’ compensation and general liability claims are discounted using the average of the one-year and five-year risk-free rate of monetary assets that have comparable maturities.
−Removed: The principal considerations for our determination that performing procedures relating to the valuation of insurance reserves is a critical audit matter are (i) the significant judgment by management when developing the estimated reserves, which in turn led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the actuarial assumptions related to economic conditions and the frequency and severity of claims, and (iii) the audit effort included the involvement of professionals with specialized skill and knowledge.
+Added: The principal considerations for our determination that performing procedures relating to the valuation of insurance reserves is a critical audit matter are (i) the significant judgment by management when developing the estimated insurance reserves, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s actuarial assumptions related to economic conditions and the frequency and severity of claims, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: These procedures included testing the effectiveness of controls relating to the valuation of insurance reserves.
−Removed: These procedures also included, among others, (i) evaluating management’s process for developing the insurance reserves, (ii) evaluating the appropriateness of management’s actuarial methods used, (iii) evaluating the reasonableness of the actuarial assumptions related to economic conditions and the frequency and severity of claims, and (iv) testing the completeness and accuracy of underlying data used in the valuation.
−Removed: Evaluating the actuarial assumptions related to economic conditions and the frequency and severity of claims involved evaluating whether the assumptions were reasonable considering inflation and the environment, and whether these assumptions were consistent with evidence obtained in other areas of the audit.
−Removed: Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of
+Added: These procedures included testing the effectiveness of controls relating to the valuation of insurance reserves, including controls over the development of the estimated insurance reserves recorded and management’s actuarial assumptions.
+Added: These procedures also included, among others (i) testing management’s process for developing the estimated insurance reserves, (ii) evaluating the appropriateness of the actuarial methods used by management, (iii) evaluating the reasonableness of management’s actuarial assumptions related to economic conditions and the frequency and severity of claims, and (iv) testing the completeness and accuracy of underlying data used in the valuation.
+Added: Evaluating management’s actuarial assumptions related to economic conditions and the frequency and severity of claims involved evaluating whether the assumptions were reasonable considering (i) the consistency with external market data and (ii) whether these assumptions were consistent with evidence obtained in other areas of the audit.
+Added: Professionals with specialized skill
BLOOMIN’ BRANDS, INC.
−Removed: management’s actuarial methods used in determining the insurance reserves and evaluating the reasonableness of assumptions related to economic c onditions.
+Added: and knowledge were used to assist in evaluating (i) the appropriateness of actuarial methods used in developing the estimated insurance reserves and (ii) the reasonableness of actuarial assumptions related to economic c onditions.
+Added: Annual and Interim Goodwill Impairment Analyses – Outback Steakhouse and Bonefish Grill Reporting Units
+Added: As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was $185.1 million as of December 28, 2025, which included goodwill associated with the Outback Steakhouse reporting unit of $123.2 million.
+Added: Goodwill is tested for impairment annually, as of the first day of the second fiscal quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
+Added: The carrying value of the reporting unit is compared to its calculated fair value, with any excess of carrying value over fair value deemed to be an impairment.
+Added: During the thirteen weeks ended June 29, 2025, management performed a quantitative annual impairment analysis (the “Q2 analysis”).
+Added: During the thirteen weeks ended December 28, 2025, management identified a triggering event and performed an interim quantitative impairment analysis (the “Q4 analysis”).
+Added: As disclosed by management, fair value of a reporting unit is estimated by management 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.
+Added: Fair value determinations require considerable judgment by management and are sensitive to changes in underlying assumptions, estimates, and market factors.
+Added: Key assumptions include future cash flow estimates (including sales and earnings before interest, taxes, depreciation and amortization (“EBITDA”), long-term growth rates, discount rates, market multiples, and other market factors.
+Added: The Q2 analysis for goodwill indicated that all reporting units had fair values that exceeded their carrying values.
+Added: The Q4 analysis for goodwill indicated that all reporting units except Bonefish Grill had fair values that exceeded their carrying values.
+Added: As a result of the Q4 analysis, management 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.
+Added: The principal considerations for our determination that performing procedures relating to the annual and interim goodwill impairment analyses of the Outback Steakhouse and Bonefish Grill reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Outback Steakhouse and Bonefish Grill reporting units, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales, EBITDA, and discount rates, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
+Added: Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
+Added: These procedures included testing the effectiveness of controls relating to management’s annual and interim goodwill impairment analyses, including controls over the valuation of the Outback Steakhouse and Bonefish Grill reporting units.
+Added: These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Outback Steakhouse and Bonefish Grill reporting units, (ii) evaluating the appropriateness of the discounted cash flow model, guideline public company method, and guideline transaction method used by management, (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow model, guideline public company method, and guideline transaction method used by management, and (iv) evaluating the reasonableness of the significant assumptions used by management related to sales, EBITDA, and discount rates.
+Added: Evaluating management’s assumptions related to sales and EBITDA involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Outback Steakhouse and Bonefish Grill reporting units, (ii) the consistency with external market and industry data, and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
+Added: Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model, the guideline public company method, and the guideline transaction method and (ii) the reasonableness of the discount rate assumption.
+Added: Annual and Interim Indefinite-Lived Intangible Asset Impairment Analyses – Outback Steakhouse Indefinite-Lived Trade Name
+Added: As described in Notes 1 and 9 to the consolidated financial statements, the Company’s intangible assets balance was $425.3 million as of December 28, 2025, which included an indefinite-lived trade name associated with the Outback Steakhouse reporting unit of $287.0 million.
+Added: Indefinite-lived intangible assets are tested for impairment annually, as
+Added: BLOOMIN’ BRANDS, INC.
+Added: of the first day of the second fiscal quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
+Added: The carrying value of the trade name is compared to its calculated fair value, with any excess of carrying value over fair value deemed to be an impairment.
+Added: During the thirteen weeks ended June 29, 2025, management performed a quantitative annual impairment analysis (the “Q2 analysis”).
+Added: During the thirteen weeks ended December 28, 2025, management identified a triggering event and performed an interim quantitative impairment analysis (the “Q4 analysis”).
+Added: As disclosed by management, the 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.
+Added: The Q2 analysis and Q4 analysis for indefinite-lived intangible assets indicated that all trade names had fair values exceeding their carrying values.
+Added: The principal considerations for our determination that performing procedures relating to the annual and interim indefinite-lived intangible asset impairment analyses of the Outback Steakhouse indefinite-lived trade name is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Outback Steakhouse indefinite-lived trade name, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to projected sales, the market royalty rate, and the discount rate and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
+Added: Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
+Added: These procedures included testing the effectiveness of controls relating to management’s annual and interim indefinite-lived intangible asset impairment analyses, including controls over the valuation of the Outback Steakhouse indefinite-lived trade name.
+Added: These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Outback Steakhouse indefinite-lived trade name, (ii) evaluating the appropriateness of the relief-from-royalty method used by management, (iii) testing the completeness and accuracy of the underlying data used in the relief-from-royalty method, and (iv) evaluating the reasonableness of the significant assumptions used by management related to projected sales, the market royalty rate, and the discount rate.
+Added: Evaluating management’s assumption related to projected sales involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the Outback Steakhouse restaurant concept, (ii) the consistency with external market and industry data, and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.
+Added: Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the relief-from-royalty method and (ii) the reasonableness of the market royalty rate and the discount rate assumptions.
/s/ PricewaterhouseCoopers LLP
8 unchanged sentences
Cash and cash equivalents $ 59,461 $ 70,056
−Removed: Restricted cash and cash equivalents — 2,854
Inventories 61,486 68,699
7 unchanged sentences
Deferred income tax assets, net 224,693 185,522
+Added: Equity method investment 63,967 —
Other assets, net 111,293 74,471
24 unchanged sentences
Accumulated deficit ( 917,597 ) ( 925,834 )
−Removed: Accumulated other comprehensive loss ( 212,793 ) ( 178,304 )
+Added: Accumulated other comprehensive income (loss) 9,108 ( 212,793 )
Total Bloomin’ Brands stockholders’ equity 333,602 135,510
4 unchanged sentences
BLOOMIN’ BRANDS, INC.
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
+Added: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
10 unchanged sentences
Provision for impaired assets and restaurant closings 45,137 64,291 33,574
+Added: Goodwill impairment 28,188 — —
Total costs and expenses 3,918,833 3,810,667 3,885,391
1 unchanged sentence
Loss on extinguishment of debt — ( 136,022 ) —
−Removed: Loss on fair value adjustment of derivatives, net — — ( 17,685 )
Interest expense, net ( 45,354 ) ( 62,593 ) ( 51,582 )
1 unchanged sentence
(Benefit) provision for income taxes ( 26,699 ) ( 12,134 ) 18,402
−Removed: Net (loss) income from continuing operations ( 46,673 ) 212,785 93,150
−Removed: Net (loss) income from discontinued operations, net of tax ( 75,982 ) 41,629 16,053
−Removed: Net (loss) income ( 122,655 ) 254,414 109,203
+Added: Loss from equity method investment, net of tax ( 4,742 ) — —
+Added: Net income (loss) from continuing operations 13,766 ( 46,673 ) 212,785
+Added: (Loss) income from discontinued operations, net of tax ( 537 ) ( 75,982 ) 41,629
+Added: Net income (loss) 13,229 ( 122,655 ) 254,414
net income attributable to noncontrolling interests 4,992 5,363 7,028
−Removed: Net (loss) income attributable to Bloomin’ Brands
+Added: Net income (loss) attributable to Bloomin’ Brands
$ 8,237 $ ( 128,018 ) $ 247,386
−Removed: Net (loss) income $ ( 122,655 ) $ 254,414 $ 109,203
−Removed: Other comprehensive (loss) income:
+Added: Net income (loss) $ 13,229 $ ( 122,655 ) $ 254,414
+Added: Other comprehensive income (loss):
Foreign currency translation, net of reclassification adjustments 3,886 ( 34,483 ) 7,622
−Removed: Net (loss) gain on derivatives, net of tax ( 6 ) ( 615 ) 10,509
−Removed: Comprehensive (loss) income ( 157,144 ) 261,421 129,881
+Added: Reclassification of foreign currency translation adjustments into earnings due to sale of business 217,548 — —
+Added: Net gain (loss) on derivatives, net of tax 467 ( 6 ) ( 615 )
+Added: Comprehensive income (loss) 235,130 ( 157,144 ) 261,421
comprehensive income attributable to noncontrolling interests 4,992 5,363 7,028
−Removed: Comprehensive (loss) income attributable to Bloomin’ Brands $ ( 162,507 ) $ 254,393 $ 122,585
−Removed: Basic (loss) earnings per share:
+Added: Comprehensive income (loss) attributable to Bloomin’ Brands $ 230,138 $ ( 162,507 ) $ 254,393
+Added: Basic earnings (loss) per share:
Continuing operations $ 0.10 $ ( 0.61 ) $ 2.36
Discontinued operations ( 0.01 ) ( 0.88 ) 0.48
−Removed: Net basic (loss) earnings per share $ ( 1.49 ) $ 2.84 $ 1.15
−Removed: Diluted (loss) earnings per share:
+Added: Net basic earnings (loss) per share $ 0.10 $ ( 1.49 ) $ 2.84
+Added: Diluted earnings (loss) per share:
Continuing operations $ 0.10 $ ( 0.61 ) $ 2.13
Discontinued operations ( 0.01 ) ( 0.88 ) 0.43
−Removed: Net diluted (loss) earnings per share $ ( 1.49 ) $ 2.56 $ 1.03
+Added: Net diluted earnings (loss) per share $ 0.10 $ ( 1.49 ) $ 2.56
Weighted average common shares outstanding:
1 unchanged sentence
Diluted 85,307 85,905 96,453
−Removed: Cash dividends declared per common share $ 0.96 $ 0.96 $ 0.56
The accompanying notes are an integral part of these consolidated financial statements.
+Added: Amounts may not add due to rounding.
BLOOMIN’ BRANDS, INC.
4 unchanged sentences
ULATED DEFICIT ACCUMULATED OTHER
−Removed: COMPREHENSIVE LOSS NON-CONTROLLING INTERESTS TOTAL
+Added: COMPREHENSIVE (LOSS) INCOME NON-CONTROLLING INTERESTS TOTAL
SHARES AMOUNT
4 unchanged sentences
— — ( 83,742 ) — — — ( 83,742 )
−Removed: Repurchase and retirement of common stock ( 5,429 ) ( 54 ) — ( 109,945 ) — — ( 109,999 )
+Added: Repurchase and retirement of common stock, including excise tax of $ 136
+Added: ( 2,807 ) ( 28 ) — ( 70,108 ) — — ( 70,136 )
Stock-based compensation — — 11,911 — — — 11,911
Common stock issued under stock plans (1) 2,080 21 25,306 — — — 25,327
−Removed: Purchase of noncontrolling interests, net of tax of $ 489
−Removed: — — ( 1,415 ) — — ( 3,400 ) ( 4,815 )
Distributions to noncontrolling interests — — — — — ( 8,684 ) ( 8,684 )
Contributions from noncontrolling interests — — — — — 1,997 1,997
−Removed: Issuance of common stock from repurchase of convertible senior notes 2,313 23 48,542 — — — 48,565
−Removed: Retirement of convertible senior note hedges — — 112,956 — — — 112,956
−Removed: Retirement of warrants — — ( 97,617 ) — — — ( 97,617 )
December 31, 2023 86,969 $ 870 $ 1,115,387 $ ( 528,831 ) $ ( 178,304 ) $ 2,881 $ 412,003
−Removed: Net income — — — 247,386 — 7,028 254,414
−Removed: Other comprehensive income, net of tax — — — — 7,007 — 7,007
+Added: Net (loss) income — — — ( 128,018 ) — 5,363 ( 122,655 )
+Added: Other comprehensive loss, net of tax — — — — ( 34,489 ) — ( 34,489 )
Cash dividends declared, $ 0.96 per common share
6 unchanged sentences
Contributions from noncontrolling interests — — — — — 2,805 2,805
+Added: Issuance of common stock from repurchase of convertible senior notes 7,489 74 216,078 — — — 216,152
+Added: Retirement of convertible senior note hedges ( 289 ) ( 3 ) 126,543 ( 8,343 ) — — 118,197
+Added: Retirement of warrants — — ( 102,213 ) — — — ( 102,213 )
December 29, 2024 84,855 $ 849 $ 1,273,288 $ ( 925,834 ) $ ( 212,793 ) $ 3,936 $ 139,446
6 unchanged sentences
ULATED DEFICIT ACCUMULATED OTHER
−Removed: COMPREHENSIVE LOSS NON-CONTROLLING INTERESTS TOTAL
−Removed: SHARES AMOUNT
+Added: COMPREHENSIVE (LOSS) INCOME NON-CONTROLLING INTERESTS TOTAL
+Added: SHARES AMOUNT ADDITIONAL PAID-IN CAPITAL ACCUM-
+Added: ULATED DEFICIT ACCUMULATED OTHER
+Added: COMPREHENSIVE (LOSS) INCOME NON-CONTROLLING INTERESTS TOTAL
December 29, 2024 84,855 $ 849 $ 1,273,288 $ ( 925,834 ) $ ( 212,793 ) $ 3,936 $ 139,446
−Removed: Net (loss) income — — — ( 128,018 ) — 5,363 ( 122,655 )
−Removed: Other comprehensive loss, net of tax — — — — ( 34,489 ) — ( 34,489 )
+Added: Net income — — — 8,237 — 4,992 13,229
+Added: Other comprehensive income, net of tax — — — — 221,901 — 221,901
Cash dividends declared, $ 0.45 per common share
— — ( 38,266 ) — — — ( 38,266 )
−Removed: Repurchase and retirement of common stock, including excise tax of $ 325
−Removed: ( 10,073 ) ( 100 ) ( 5,681 ) ( 260,642 ) — — ( 266,423 )
Stock-based compensation — — 7,780 — — — 7,780
2 unchanged sentences
Contributions from noncontrolling interests — — — — — 1,376 1,376
−Removed: Issuance of common stock from repurchase of convertible senior notes 7,489 74 216,078 — — — 216,152
−Removed: Retirement of convertible senior note hedges ( 289 ) ( 3 ) 126,543 ( 8,343 ) — — 118,197
Retirement of warrants — — ( 399 ) — — — ( 399 )
8 unchanged sentences
Cash flows provided by operating activities:
−Removed: Net (loss) income $ ( 122,655 ) $ 254,414 $ 109,203
−Removed: Net (loss) income from discontinued operations, net of tax ( 75,982 ) 41,629 16,053
−Removed: Net (loss) income from continuing operations ( 46,673 ) 212,785 93,150
−Removed: Adjustments to reconcile Net (loss) income from continuing operations to cash provided by operating activities of continuing operations:
+Added: Net income (loss) $ 13,229 $ ( 122,655 ) $ 254,414
+Added: (Loss) income from discontinued operations, net of tax ( 537 ) ( 75,982 ) 41,629
+Added: Net income (loss) from continuing operations 13,766 ( 46,673 ) 212,785
+Added: Adjustments to reconcile Net income (loss) from continuing operations to cash provided by operating activities of continuing operations:
Depreciation and amortization 177,680 175,580 169,266
−Removed: Amortization of debt discounts and issuance costs 2,769 3,115 3,538
Amortization of deferred gift card sales commissions 21,338 22,559 23,695
Provision for impaired assets and restaurant closings 45,137 64,291 33,574
−Removed: Non-cash interest expense from terminated interest rate swaps — — 12,215
−Removed: Benefit for expected credit losses and contingent lease liabilities ( 549 ) ( 864 ) ( 1,054 )
+Added: Goodwill impairment 28,188 — —
Stock-based compensation expense 7,780 7,484 11,690
−Removed: Deferred income tax (benefit) expense ( 30,337 ) ( 8,411 ) 11,457
+Added: Deferred income tax benefit ( 38,163 ) ( 30,337 ) ( 8,411 )
Loss on extinguishment of debt — 136,022 —
−Removed: Loss on fair value adjustment of derivatives, net — — 17,685
−Removed: Gain on foreign currency forward contracts ( 15,728 ) — —
+Added: Loss (gain) on foreign currency forward contracts 26,362 ( 15,728 ) —
+Added: Loss from equity method investment, net of tax 4,742 — —
+Added: Foreign currency translation gain on installment receivable from sale of business ( 17,033 ) — —
Other, net 673 ( 723 ) ( 864 )
Change in assets and liabilities:
−Removed: (Increase) decrease in inventories ( 7,484 ) 2,797 1,823
+Added: Decrease (increase) in inventories 6,443 ( 7,484 ) 2,797
(Increase) decrease in other current assets ( 16,060 ) ( 43,170 ) 10,511
−Removed: (Increase) decrease in other assets ( 3,954 ) 3,523 ( 2,300 )
+Added: Decrease (increase) in other assets 363 ( 3,954 ) 3,523
(Decrease) increase in accounts payable and accrued and other current liabilities ( 3,026 ) ( 30,930 ) 13,738
−Removed: Decrease in unearned revenue
−Removed: ( 6,059 ) ( 13,009 ) ( 5,025 )
−Removed: (Decrease) increase in operating lease liabilities ( 11,096 ) ( 9,525 ) 782
−Removed: Increase (decrease) in other long-term liabilities 6,218 4,396 ( 4,278 )
+Added: Increase (decrease) in unearned revenue 3,834 ( 6,059 ) ( 13,009 )
+Added: Increase (decrease) in operating lease liabilities 3,709 ( 11,096 ) ( 9,525 )
+Added: Increase in other long-term liabilities 10,213 6,218 4,396
Net cash provided by operating activities of continuing operations 275,946 216,000 454,166
1 unchanged sentence
Net cash provided by operating activities $ 276,694 $ 228,132 $ 532,421
−Removed: Cash flows used in investing activities:
+Added: Cash flows provided by (used in) investing activities:
Proceeds from disposal of property, fixtures and equipment $ 381 $ 5,735 $ 2,515
1 unchanged sentence
Capital expenditures ( 179,924 ) ( 220,737 ) ( 282,229 )
−Removed: Proceeds from foreign currency forward contracts 15,070 — —
+Added: (Payments on) proceeds from foreign currency forward contracts ( 25,704 ) 15,070 —
+Added: Cash received from sale, net of tax withheld and cash left in business 207,628 — —
Other investments, net 1,356 650 1,174
−Removed: Net cash used in investing activities of continuing operations ( 199,282 ) ( 275,080 ) ( 174,265 )
+Added: Net cash provided by (used in) investing activities of continuing operations 3,737 ( 199,282 ) ( 275,080 )
Net cash used in investing activities of discontinued operations ( 1,623 ) ( 39,744 ) ( 42,026 )
−Removed: Net cash used in investing activities $ ( 239,026 ) $ ( 317,106 ) $ ( 201,138 )
+Added: Net cash provided by (used in) investing activities $ 2,114 $ ( 239,026 ) $ ( 317,106 )
(CONTINUED...)
7 unchanged sentences
Financing fees — ( 8,985 ) —
−Removed: Repayments of long-term debt and finance lease obligations ( 1,777 ) ( 1,593 ) ( 196,296 )
+Added: Repayments of finance lease obligations ( 3,010 ) ( 1,777 ) ( 1,593 )
Principal settlements and repurchase of convertible senior notes ( 20,724 ) ( 2,335 ) ( 214 )
1 unchanged sentence
Payments for retirement of warrants ( 399 ) ( 102,213 ) —
−Removed: (Payment of taxes) proceeds from share-based compensation, net ( 1,728 ) 25,327 12,955
+Added: (Payments of taxes) proceeds from share-based compensation, net ( 1,161 ) ( 1,728 ) 25,327
Distributions to noncontrolling interests ( 6,741 ) ( 7,113 ) ( 8,684 )
Contributions from noncontrolling interests 1,376 2,805 1,997
−Removed: Purchase of noncontrolling interests ( 100 ) ( 100 ) ( 5,004 )
−Removed: Payments for partner equity plan — — ( 9,292 )
Repurchase of common stock — ( 265,695 ) ( 70,847 )
Cash dividends paid on common stock ( 38,266 ) ( 82,574 ) ( 83,742 )
+Added: Other ( 100 ) ( 100 ) ( 100 )
Net cash used in financing activities of continuing operations ( 289,025 ) ( 22,518 ) ( 186,856 )
2 unchanged sentences
Effect of exchange rate changes on cash and cash equivalents ( 313 ) ( 9,915 ) 1,448
−Removed: Net (decrease) increase in cash, cash equivalents and restricted cash ( 44,317 ) 29,638 ( 4,322 )
−Removed: Cash, cash equivalents and restricted cash as of the beginning of the period 114,373 84,735 89,057
−Removed: Cash, cash equivalents and restricted cash as of the end of the period $ 70,056 $ 114,373 $ 84,735
+Added: Net (decrease) increase in cash and cash equivalents ( 10,595 ) ( 44,317 ) 29,638
+Added: Cash and cash equivalents as of the beginning of the period 70,056 114,373 84,735
+Added: Cash and cash equivalents as of the end of the period $ 59,461 $ 70,056 $ 114,373
Supplemental disclosures of cash flow information:
Cash paid for interest $ 58,559 $ 59,989 $ 50,931
−Removed: Cash paid for income taxes, net of refunds $ 21,084 $ 27,750 $ 35,450
−Removed: Supplemental disclosures of non-cash investing and financing activities:
−Removed: Leased assets obtained in exchange for new operating lease liabilities $ 91,305 $ 74,539 $ 54,271
−Removed: Leased assets obtained in exchange for new finance lease liabilities $ 4,038 $ 6,480 $ 4,066
−Removed: (Decrease) increase in liabilities from the acquisition of property, fixtures and equipment $ ( 8,367 ) $ 3,428 $ 12,762
+Added: Supplemental disclosures of non-cash activities:
+Added: Capital expenditures included in current liabilities $ 13,474 $ 29,616 $ 38,515
Shares issued on settlement of convertible senior notes $ — $ 216,152 $ —
2 unchanged sentences
BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Description of the Business
−Removed: Bloomin’ Brands, Inc.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: Summary of Significant Accounting Policies
+Added: Description of Business - Bloomin’ Brands, Inc.
(“Bloomin’ Brands” or the “Company”), a holding company that conducts its operations through its subsidiaries, is one of the largest casual dining restaurant companies in the world, with a portfolio of leading, differentiated restaurant concepts.
2 unchanged sentences
The Company’s restaurant portfolio includes Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar.
−Removed: Additional Outback Steakhouse, Carrabba’s Italian Grill and Bonefish Grill restaurants in which the Company has no direct investment are operated under franchise agreements.
−Removed: Summary of Significant Accounting Policies
+Added: Additional Outback Steakhouse, Carrabba’s Italian Grill and Bonefish Grill restaurants are operated under franchise agreements.
Basis of Presentation - The Company’s consolidated financial statements include the accounts and operations of Bloomin’ Brands and its subsidiaries.
1 unchanged sentence
The Company consolidates variable interest entities where it has been determined that the Company is the primary beneficiary of those entities’ operations.
−Removed: As of December 29, 2024, the Company franchised 291 restaurants but did not possess any ownership interests in its franchisees and did not provide material direct financial support to its franchisees.
+Added: As of December 28, 2025, the Company franchised 493 restaurants but did not possess any majority ownership interests in or provide material direct financial support to its franchisees.
These franchise relationships are not deemed variable interest entities and are not consolidated.
−Removed: Investments in entities the Company does not control, but where the Company’s interest is between 20 % and 50 % and the Company has the ability to exercise significant influence over the entity, are accounted for under the equity method and are not consolidated into the Company’s financial statements.
−Removed: See Equity Method Investments below for the Company’s equity method investment accounting policies.
−Removed: To ensure timely reporting, the Company consolidates the results of its Brazil operations on a one-month calendar lag.
+Added: Investments in entities the Company does not control, but where the Company’s interest is between 20 % and 50 % and/or the Company has the ability to exercise significant influence over the entity, are accounted for under the equity method and are not consolidated into the Company’s financial statements.
On December 30, 2024, the Company completed the sale of 67 % of its Brazil operations, with the Company retaining a 33 % interest accounted for under the equity method of accounting.
−Removed: The balance sheets, results of operations and cash flows of the Company’s Brazil operations are reported as discontinued operations for all periods presented and accounted for under the equity method of accounting following the sale.
+Added: The balance sheets, results of operations and cash flows of the Company’s Brazil operations are reported as discontinued operations for all periods presented.
Unless otherwise noted, disclosures within these Notes to Consolidated Financial Statements relate solely to the Company’s continuing operations.
+Added: Prior to the sale, the Company consolidated the results of its Brazil operations on a one-month calendar lag.
For additional information regarding the Brazil sale and discontinued operations, see Note 2 - Discontinued Operations.
+Added: For additional information regarding the Brazil equity method investment, see Note 3 - Equity Method Investment.
Fiscal Year - The Company utilizes a 52-53-week year ending on the last Sunday in December.
1 unchanged sentence
The additional week in a 53-week fiscal year is added to the fourth quarter.
−Removed: Fiscal year 2023 consisted of 53 weeks and fiscal years 2024 and 2022 consisted of 52 weeks.
−Removed: The additional operating week of 2023 resulted in increases of $ 83.5 million of Total revenues and $ 0.15 of GAAP diluted earnings per share in the Consolidated Statements of Operations and Comprehensive (Loss) Income.
+Added: Fiscal years 2025 and 2024 consisted of 52 weeks and fiscal year 2023 consisted of 53 weeks.
+Added: The additional operating week of 2023 resulted in increases of $ 83.5 million of Total revenues and $ 0.15 of GAAP diluted earnings per share in the Consolidated Statements of Operations and Comprehensive Income (Loss).
Use of Estimates - The preparation of the accompanying consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimated.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Cash and Cash Equivalents - Cash equivalents consist of investments that are readily convertible to cash with an original maturity date of three months or less.
Cash and cash equivalents include $ 38.4 million and $ 49.1 million, as of December 28, 2025 and December 29, 2024, respectively, for amounts in transit from credit card companies since settlement is reasonably assured.
−Removed: Restricted Cash - From time to time, the Company may have short-term restricted cash balances consisting of amounts pledged for settlement of deferred compensation plan obligations.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: Accounts Receivable - Accounts receivable, net of allowance for credit losses, represents the estimated net realizable value.
+Added: The Company’s primary accounts receivable are due from third-party gift card sales, vendor rebates and franchisees.
+Added: The Company evaluates the collectability of receivables based on historical loss experience by risk pool and records periodic adjustments for factors such as deterioration of economic conditions, specific customer circumstances and changes in the aging of accounts receivable balances.
+Added: In instances where there is no established loss history, S&P speculative-grade default rates are utilized as an estimated expected credit loss rate.
+Added: Receivables are written off when they are deemed uncollectible.
+Added: The Company applies the practical expedient to assume that current conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses.
+Added: Contingent Lease Liabilities - The Company assigns its interest, and is contingently liable, under certain real estate leases, primarily related to divested restaurant properties.
+Added: Contingent lease liabilities related to these guarantees are calculated based on management’s estimate of exposure to losses which includes historical analysis of credit losses, including known instances of default, and existing economic conditions.
+Added: See Note 17 - Commitments and Contingencies for a discussion of the Company’s contingent lease liabilities.
Concentrations of Credit and Counterparty Risk - Financial instruments that potentially subject the Company to a concentration of credit risk and credit losses are through credit card and trade receivables consisting primarily of amounts due for gift card, vendor, franchise and other receivables.
2 unchanged sentences
Amounts due from franchisees consist of initial franchise fees, royalty income and advertising fees.
−Removed: See Note 8 - Supplemental Balance Sheet Information - Other current assets, net for disclosure of trade receivables by category as of December 29, 2024 and December 31, 2023.
Financial instruments that potentially subject the Company to concentrations of counterparty risk are cash and cash equivalents and derivatives.
3 unchanged sentences
See Note 13 - Derivative Instruments and Hedging Activities for a discussion of the Company’s use of derivative instruments and management of credit risk inherent in derivative instruments.
−Removed: Allowance for Expected Credit Losses - The Company evaluates the collectability of credit card and trade receivables based on historical loss experience by risk pool and records periodic adjustments for factors such as deterioration of economic conditions, specific customer circumstances and changes in the aging of accounts receivable balances.
−Removed: In instances where there is no established loss history, S&P speculative-grade default rates are utilized as an estimated expected credit loss rate.
−Removed: Losses are charged off in the period in which they are determined to be uncollectible.
−Removed: See Note 16 - Allowance for Expected Credit Losses for a discussion of the Company’s allowance for expected credit losses.
−Removed: The Company assigns its interest, and is contingently liable, under certain real estate leases, primarily related to divested restaurant properties.
−Removed: Contingent lease liabilities related to these guarantees are calculated based on management’s estimate of exposure to losses which includes historical analysis of credit losses, including known instances of default, and existing economic conditions.
−Removed: See Note 18 - Commitments and Contingencies for a discussion of the Company’s contingent lease liabilities.
Fair Value - Fair value is the price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date.
4 unchanged sentences
Inventories - Inventories consist of food and beverages and are stated at the lower of cost (first-in, first-out) or net realizable value.
+Added: Cloud-Based Computing Arrangements - The Company defers costs incurred under the application development stage for cloud-based computing arrangements and amortizes those costs over the related service agreement.
+Added: Capitalized cloud computing implementation costs of $ 7.3 million and $ 4.6 million, net of accumulated amortization, as of December 28, 2025 and December 29, 2024, respectively, and are included in Other current assets, net and Other assets, net on the Company’s Consolidated Balance Sheets.
+Added: Related amortization expense is included in General and administrative expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) and was immaterial for all periods presented.
BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: Cloud-Based Computing Arrangements - The Company defers costs incurred under the application development stage for cloud-based computing arrangements and amortizes those costs over the related service agreement.
−Removed: Capitalized cloud computing implementation costs were $ 4.6 million, net of accumulated amortization, as of December 29, 2024, primarily related to human resource management systems, and are included in Other current assets, net and Other assets, net on the Company’s Consolidated Balance Sheets.
−Removed: Capitalized cloud computing implementation costs were immaterial as of December 31, 2023.
−Removed: Related amortization expense is included in General and administrative expenses in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income and was immaterial for all periods presented.
Property, Fixtures and Equipment - Property, fixtures and equipment are stated at cost, net of accumulated depreciation.
8 unchanged sentences
Repair and maintenance costs that maintain the appearance and functionality of the restaurant, but do not extend the useful life of any restaurant asset, are expensed as incurred.
−Removed: The cost and related accumulated depreciation of assets sold or disposed of are removed from the Company’s Consolidated Balance Sheets, and any resulting gain or loss is generally recognized in Other restaurant operating expense in its Consolidated Statements of Operations and Comprehensive (Loss) Income.
+Added: The cost and related accumulated depreciation of assets sold or disposed of are removed from the Company’s Consolidated Balance Sheets, and any resulting gain or loss is generally recognized in Other restaurant operating expense in its Consolidated Statements of Operations and Comprehensive Income (Loss).
Depreciation and repair and maintenance expense are as follows for the periods indicated:
2 unchanged sentences
Repair and maintenance expense $ 117,437 $ 113,245 $ 114,768
−Removed: The Company capitalizes direct and indirect internal costs associated with the acquisition, development, design and construction of Company-owned restaurant locations as these costs have a future benefit to the Company.
+Added: The Company capitalizes direct and indirect internal costs associated with the acquisition, development, design, construction and remodel of Company-owned restaurant locations as these costs have a future benefit to the Company.
Upon restaurant opening, these costs are charged to Depreciation and amortization expense over the reasonably certain lease term.
2 unchanged sentences
As of December 28, 2025 and December 29, 2024, there was $ 16.1 million and $ 11.4 million, respectively, of unamortized computer equipment and software included in Property, fixtures and equipment, net on the Company’s Consolidated Balance Sheets.
−Removed: Equity Method Investments - Revenue and expenses of equity method investees are not consolidated into the Company’s financial statements.
−Removed: The Company’s proportionate share of earnings or losses is recorded in Income from operations of unconsolidated affiliates in its Consolidated Statements of Operations and Comprehensive (Loss) Income and as an adjustment to the carrying value in the Company’s Consolidated Balance Sheets.
+Added: Equity Method Investments - The Company’s proportionate share of earnings or losses is recorded in Loss from equity method investment, net of tax in the Consolidated Statements of Operations and Comprehensive Income (Loss) and as an adjustment to the carrying value in the Company’s Consolidated Balance Sheets.
Equity method investments are evaluated for impairment when facts and circumstances indicate that the carrying value may not be recoverable.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Goodwill and Intangible Assets - Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is assigned to the reporting unit in which the acquired business will operate.
1 unchanged sentence
Goodwill and indefinite-lived intangible assets are tested for impairment annually, as of the first day of the second fiscal quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
−Removed: The Company may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired.
−Removed: If the qualitative assessment is not performed or if the Company determines that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, the fair value of the reporting unit is calculated.
−Removed: The carrying value of the reporting unit is compared to its calculated fair value, with any excess of carrying value over fair value deemed to be an impairment.
+Added: The Company 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.
+Added: If the qualitative assessment is not performed or if the Company determines that it is not more likely than not that the fair value of the reporting unit or trade name exceeds the carrying value, the fair value of the reporting unit or trade name is calculated.
+Added: The carrying value of the reporting
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: unit or trade name is compared to its calculated fair value, with any excess of carrying value over fair value deemed to be an impairment.
Definite-lived intangible assets, which consist of trademarks, are recorded at fair value as of the date of acquisition, amortized over their estimated useful lives and tested for impairment, using the relief from royalty method, whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
See Note 9 - Goodwill and Intangible Assets, Net for goodwill, indefinite-lived intangibles and definite-lived intangibles balances by reporting unit.
−Removed: Derivatives - The Company records all derivatives on the balance sheet at fair value.
+Added: Derivatives - The Company records derivatives on the balance sheet at fair value.
The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.
7 unchanged sentences
Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.
−Removed: During 2024, the Company entered into foreign currency forward contracts not designated as hedges to mitigate a portion of the exchange rate risk associated with purchase price installment payments in connection with the sale of the majority ownership of its Brazil operations.
−Removed: The change in fair value of the foreign currency forward contracts is recorded in General and administrative expense, consistent with the related underlying exposure.
+Added: Beginning in 2024, the Company entered into foreign currency forward contracts not designated as hedges to mitigate a portion of the exchange rate risk associated with purchase price installment payments in connection with the sale of the majority ownership of its Brazil operations.
+Added: During November 2025, the Company received the final installment payment from the Brazil Sale Transaction and the foreign currency forward contracts matured.
+Added: The change in fair value of the foreign currency forward contracts was recorded in General and administrative expense, consistent with the related underlying exposure.
See Note 13 - Derivative Instruments and Hedging Activities for additional details regarding the foreign currency forward contracts.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: Deferred Debt Issuance Costs - For its revolving credit facility, the Company records deferred debt issuance costs related to the issuance of debt obligations in Other assets, net on its Consolidated Balance Sheets.
−Removed: For fees associated with all other debt obligations, the Company records deferred debt issuance costs as a reduction of Long-term debt, net.
−Removed: The Company amortizes deferred debt issuance costs to interest expense over the term of the respective financing arrangement, primarily using the effective interest method.
+Added: Deferred Debt Issuance Costs - For its revolving credit facility, the Company records deferred debt issuance costs related to the issuance of debt obligations in Other assets, net on its Consolidated Balance Sheets and amortizes the costs to Interest expense, net using the straight line method.
+Added: For fees associated with all other debt obligations, the Company records deferred debt issuance costs as a reduction of Long-term debt, net and amortizes the costs to Interest expense, net using the effective interest method.
+Added: The Company amortizes deferred debt issuance costs to interest expense over the term of the respective financing arrangement.
The Company amortized deferred debt issuance costs of $ 3.0 million, $ 2.8 million and $ 3.1 million to Interest expense, net for 2025, 2024 and 2023, respectively.
Liquor Licenses - The fees from obtaining non-transferable liquor licenses directly issued by local government agencies for nominal fees are expensed as incurred.
−Removed: The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets and included in Other assets, net on the Company’s Consolidated Balance Sheets.
+Added: The costs of purchasing transferable liquor licenses through
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets and included in Other assets, net on the Company’s Consolidated Balance Sheets.
Liquor licenses are reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable.
7 unchanged sentences
Revenue Recognition - The Company records food and beverage revenues, net of discounts and taxes, upon delivery to the customer.
−Removed: Franchise-related revenues are included in Franchise and other revenues in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
−Removed: Royalties, which are generally a percentage of net sales of the franchisee, are recognized as revenue in the period in which they occurred provided collectability is reasonably assured.
−Removed: Proceeds from the sale of gift cards, which do not have expiration dates, are recorded as deferred revenue and recognized as revenue upon redemption by the customer.
−Removed: The Company applies the portfolio approach practical expedient to account for gift card contracts and performance obligations.
−Removed: Gift card breakage, the amount of gift cards which will not be redeemed, is recognized using estimates based on historical redemption patterns.
+Added: Franchise-related revenues are included in Franchise and other revenues in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
+Added: Royalties are recognized as revenue in the period in which they are earned provided collectability is reasonably assured.
+Added: Advertising fees charged to franchisees are recognized in Franchise and other revenues in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) provided collectability is reasonably assured.
+Added: Initial franchise and renewal fees are recognized over the term of the franchise agreement and renewal period, respectively.
+Added: The weighted average remaining term of franchise agreements and renewal periods was approximately 11 years as of December 28, 2025.
+Added: On December 30, 2024, in connection with the sale of a majority ownership of the Company’s Brazil operations, the Company entered into 20-year franchise agreements for its existing restaurants in that market.
+Added: Proceeds from the sale of gift cards, which do not have expiration dates but are typically redeemed within one year of issuance, are recorded as unearned revenue and recognized as revenue upon redemption by the customer.
+Added: Gift card breakage, the amount of gift cards which will not be redeemed, is estimated based on historical redemption patterns and is recognized over time in proportion to actual gift card redemptions.
If actual redemptions vary from assumptions used to estimate breakage, gift card breakage income may differ from the amount recorded.
The Company periodically updates its estimates used for breakage.
−Removed: Breakage revenue is recorded as a component of Restaurant sales in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
−Removed: Approximately 84 % of deferred gift card revenue is expected to be recognized within 12 months of inception.
+Added: Breakage revenue is recorded as a component of Restaurant sales in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Gift card sales commissions paid to third-party providers are capitalized and subsequently amortized to Other restaurant operating expense based on historical gift card redemption patterns.
See Note 4 - Revenue Recognition for rollforwards of deferred gift card sales commissions and unearned gift card revenue.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: Advertising fees charged to franchisees are recognized in Franchise and other revenues in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income provided collectability is reasonably assured.
−Removed: Initial franchise and renewal fees are recognized over the term of the franchise agreement and renewal period, respectively.
−Removed: The weighted average remaining term of franchise agreements and renewal periods was approximately 11 years as of December 29, 2024.
−Removed: On December 30, 2024, in connection with the sale of a majority ownership of the Company’s Brazil operations, the Company entered into 20-year franchise agreements for its existing restaurants in that market.
−Removed: The Company maintains a customer loyalty program, Dine Rewards, in the U.S., where customers earn a reward after attaining qualified spend amounts.
−Removed: The Company’s estimate of the fair value of the reward is recorded as deferred revenue.
+Added: The Company maintains a customer loyalty program in the U.S., Dine Rewards, where customers earn a reward after attaining qualified spend amounts.
+Added: The Company’s estimate of the fair value of the reward is recorded as unearned revenue.
Each reward must be redeemed within specified time limits of earning such reward.
1 unchanged sentence
The Company applies the practical expedient to exclude disclosures regarding loyalty program remaining performance obligations, which have original expected durations of less than one year.
−Removed: The Company collects and remits sales, food and beverage, alcoholic beverage and hospitality taxes on transactions with customers and reports revenue net of taxes in its Consolidated Statements of Operations and Comprehensive (Loss) Income.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: The Company collects and remits sales, food and beverage, alcoholic beverage and hospitality taxes on transactions with customers and reports revenue net of taxes in its Consolidated Statements of Operations and Comprehensive Income (Loss).
Leases - The Company’s determination of whether an arrangement contains a lease is based on an evaluation of whether the arrangement conveys the right to use and control specific property or equipment.
−Removed: The Company leases restaurant and office facilities and certain equipment under operating leases primarily having initial terms between one and 20 years.
−Removed: Restaurant facility leases generally have renewal periods totaling five to 30 years, exercisable at the option of the Company.
+Added: The Company leases restaurant and office facilities and certain equipment under operating leases primarily having initial terms between 1 and 20 years.
+Added: Restaurant facility leases generally have renewal periods totaling 5 to 30 years, exercisable at the option of the Company.
Contingent rentals represent payment of variable lease obligations based on a percentage of gross revenues, as defined by the terms of the applicable lease agreement for certain restaurant facility leases.
−Removed: The Company also has certain leases which reset periodically based on a specified index.
−Removed: Such leases are recorded using the index that existed at lease commencement.
−Removed: Subsequent changes in the index are recorded as variable rental payments.
−Removed: Variable rental payments are expensed as incurred in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income and future variable rent obligations are not included within the lease liabilities on the Consolidated Balance Sheets.
+Added: Variable rental payments are expensed as incurred and future variable rent obligations are not included within the lease liabilities on the Consolidated Balance Sheets.
The depreciable life of lease assets and leasehold improvements are limited by the expected lease term.
None of the Company’s leases contain any material residual value guarantees or restrictive covenants.
−Removed: Upon the 2019 adoption of ASC Topic 842 - Leases (“ASC 842”), the Company elected the practical expedient to not separate U.S.
+Added: Upon the 2019 adoption of ASC Topic 842 - Leases (“ASC 842”), the Company elected the practical expedient not to separate U.S.
lease and non-lease components for real estate leases entered into after adoption.
Additionally, for certain equipment leases, the Company applies a portfolio approach to account for lease assets and liabilities.
−Removed: Leases with an initial term of 12 months or less are not recorded on its Consolidated Balance Sheets and are recognized on a straight-line basis over the lease term within Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
+Added: Leases with an initial term of 12 months or less are not recorded on its Consolidated Balance Sheets and are recognized on a straight-line basis over the lease term within Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Rent expense for the Company’s operating leases, which generally have escalating rentals over the term of the lease and may include rent holidays, is recorded on a straight-line basis over the initial lease term and those renewal periods that are reasonably certain.
−Removed: Operating lease rent expense for open Company-owned restaurants is recorded in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
+Added: Operating lease rent expense for open Company-owned restaurants is recorded in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Payments received from landlords as incentives for leasehold improvements are recorded as a reduction of the right-of-use asset and amortized on a straight-line basis over the term of the lease as a reduction of rent expense.
−Removed: Pre-Opening Expenses - Non-capital expenditures associated with opening new restaurants are expensed as incurred and are included in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: Pre-Opening Expenses - Non-capital expenditures associated with opening new restaurants are expensed as incurred and are included in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Consideration Received from Vendors - The Company receives consideration for a variety of vendor-sponsored programs, such as volume rebates, promotions and advertising allowances.
Advertising allowances are intended to offset the Company’s costs of promoting and selling menu items in its restaurants.
−Removed: Vendor consideration is recorded as a reduction of Food and beverage cost or Other restaurant operating expense when recognized in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
+Added: Vendor consideration is recorded primarily as a reduction of Food and beverage cost when recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Impairment of Long-Lived Assets and Costs Associated with Exit Activities - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
5 unchanged sentences
Fair value is generally estimated using a discounted cash flow model.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Restaurant closure costs, including lease termination fees, are expensed as incurred.
2 unchanged sentences
Any subsequent adjustment to that liability as a result of lease termination or changes in estimates of cost recovery is recorded in the period incurred.
−Removed: The associated expense is recorded in Provision for impaired assets and restaurant closings in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
+Added: The associated expense is recorded in Provision for impaired assets and restaurant closings in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Held for Sale and Discontinued Operations - Restaurant sites and certain other assets to be sold are included in assets held for sale when certain criteria are met, including the requirement that the likelihood of selling the assets within one year is probable.
2 unchanged sentences
The Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that will have a major effect on its operations and financial results.
−Removed: The results of discontinued operations are reported as Net (loss) income from discontinued operations, net of tax in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the current and prior periods beginning in the period in which the held for sale criteria are met.
+Added: The results of discontinued operations are reported as (Loss) income from discontinued operations, net of tax in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the current and prior periods beginning in the period in which the held for sale criteria are met.
Advertising Costs - Advertising production costs are expensed in the period when the advertising first occurs.
All other advertising costs are expensed in the period in which the costs are incurred.
−Removed: Advertising expense of $ 111.3 million, $ 96.2 million and $ 80.1 million for 2024, 2023 and 2022, respectively, was recorded in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
−Removed: Legal Costs - Settlement costs for employment litigation are recorded to Other restaurant operating expense when they are deemed probable and reasonably estimable.
−Removed: Legal fees are recognized as incurred and are reported in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: Research and Development Expenses (“R&D”) - R&D is expensed as incurred in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
−Removed: R&D primarily consists of payroll and benefit costs.
−Removed: R&D was $ 3.5 million, $ 3.1 million and $ 2.5 million for 2024, 2023 and 2022, respectively.
+Added: Advertising expense of $ 93.1 million, $ 111.3 million and $ 96.2 million for 2025, 2024 and 2023, respectively, was recorded in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Partner Compensation - In addition to base salary, field-level operators and multi-unit supervisors receive performance-based bonuses for providing management and supervisory services to their restaurants, certain of which may be based on their restaurants’ monthly operating results or cash flows.
The Company accrues for these obligations using current and historical restaurant performance information.
−Removed: Most field-level compensation is recorded in Labor and other related expense, with compensation for multi-unit supervisors recorded in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
+Added: Most field-level compensation is recorded in Labor and other related expense, with compensation for multi-unit supervisors recorded in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Stock-based Compensation - Stock-based compensation awards are measured at fair value at the date of grant and expensed over their vesting or service periods.
Stock-based compensation expense is recognized only for those awards expected to vest.
−Removed: The expense is recognized using the straight-line method and recorded in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
+Added: The expense is recognized using the straight-line method and recorded in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Forfeitures of share-based compensation awards are recognized as they occur.
−Removed: Performance-based share units (“PSUs”) issued by the Company may include a relative total shareholder return (“Relative TSR”) modifier to the final payout outcome, which can adjust the payout percentage based on the achieved performance metric.
−Removed: The Relative TSR is measured by comparing the Company’s Relative TSR to that of the constituents of the S&P 1500 Restaurants index.
−Removed: Basic and Diluted (Loss) Earnings per Share - The Company computes basic (loss) earnings per share based on the weighted average number of common shares that were outstanding during the period.
−Removed: Except where the result would be antidilutive, diluted (loss) earnings per share includes the dilutive effect of common stock equivalents, consisting of stock options, restricted stock units, PSUs and warrants, measured using the treasury stock method, and the Company’s convertible senior notes, measured using the if-converted method.
+Added: Basic and Diluted Earnings (Loss) per Share - The Company computes basic earnings (loss) per share based on the weighted average number of common shares that were outstanding during the period.
+Added: Except where the result would be antidilutive, diluted earnings (loss) per share includes the dilutive effect of common stock equivalents, consisting of stock options, restricted stock units, PSUs and warrants, measured using the treasury stock method, and the Company’s convertible senior notes, measured using the if-converted method.
PSUs are considered dilutive when the related performance criterion has been met.
−Removed: The Company has provided the trustee of the Company’s convertible senior notes due 2025 (the “ 2025 Notes”) notice of its irrevocable election under the 2025 Notes indenture to settle the principal portion of the 2025 Notes upon conversion in cash and any excess in shares.
−Removed: As a result, only the amounts in excess of the principal amount, if applicable, are considered in diluted earnings per share.
+Added: Prior to the 2025 settlement, the Company provided the trustee of the Company’s convertible senior notes due 2025 (the “ 2025 Notes”) notice of its irrevocable election under the 2025 Notes indenture to settle the principal portion of
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: the 2025 Notes upon conversion in cash and any excess in shares.
+Added: As a result, only the amounts in excess of the principal amount were considered in diluted earnings per share.
Foreign Currency Translation and Transactions - For non-U.S.
−Removed: operations, the functional currency is the local currency.
+Added: operations and equity method investments, the functional currency is the local currency.
Foreign currency denominated assets and liabilities are translated into U.S.
−Removed: dollars using the exchange rates in effect at the balance sheet date with the translation adjustments recorded in Accumulated other comprehensive loss in the Company’s Consolidated Statements of Changes in Stockholders’ Equity.
+Added: dollars using the exchange rates in effect at the balance sheet date with the translation adjustments recorded in Accumulated other comprehensive income (loss) in the Company’s Consolidated Statements of Changes in Stockholders’ Equity.
Results of operations are translated using the average exchange rates for the reporting period.
−Removed: Foreign currency exchange transaction losses are recorded in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
+Added: Foreign currency exchange transaction gains or losses are recorded in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Income Taxes - Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.
2 unchanged sentences
A valuation allowance may reduce deferred income tax assets to the amount that is more likely than not to be realized.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The Company records a tax benefit for an uncertain tax position using the highest cumulative tax benefit that is more likely than not to be realized.
2 unchanged sentences
Interest and penalties recognized on liabilities for unrecognized tax benefits are included in (Benefit) provision for income taxes.
−Removed: Recently Adopted Financial Accounting Standards - On December 29, 2024, the Company adopted Accounting Standards Update (“ASU”) No.
−Removed: 2023-07, “Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures,” (“ASU No.
−Removed: 2023-07”) which requires disclosure of significant segment expenses regularly provided to the Company’s chief operating decision-maker (“CODM”).
−Removed: 2023-07 also allows for multiple measures of segment profit (loss) if the CODM utilizes such measures to allocate resources or assess performance.
−Removed: The adoption of ASU No.
−Removed: 2023-07 did not impact the Company’s results of operations, cash flows, or financial condition.
−Removed: See Note 19 - Segment Reporting for the Company’s segment disclosures.
−Removed: Recently Issued Financial Accounting Standards Not Yet Adopted - In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.
+Added: Reclassifications - The Company reclassified certain immaterial amounts in prior period financial statements to conform to the current period’s presentation.
+Added: These reclassifications had no effect on previously reported Net income (loss).
+Added: Recently Adopted Financial Accounting Standards - The Company adopted ASU No.
2023-09, “Income Taxes (Topic 740):
Improvements to Income Tax Disclosures,” (“ASU No.
−Removed: 2023-09”) which expands existing income tax disclosures, including disaggregation of the Company’s effective income tax rate reconciliation table and income taxes paid disclosures.
−Removed: 2023-09 is effective for the Company beginning with the 2025 Form 10-K, with early adoption permitted.
−Removed: The Company is currently evaluating the impact ASU No.
−Removed: 2023-09 will have on its disclosures.
−Removed: In November 2024, the FASB issued ASU No.
+Added: 2023-09”) on a prospective basis for the year ended December 28, 2025.
+Added: 2023-09 expands existing income tax disclosures, including disaggregation of the Company’s effective income tax rate reconciliation table and income taxes paid disclosures.
+Added: Income Taxes for additional details on updated disclosures.
+Added: Effective June 30, 2025, the Company elected to early adopt ASU No.
+Added: 2025-05, “Financial Instruments - Credit Losses (Topic 326):
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets,” (“ASU No.
+Added: 2025-05”) on a prospective basis.
+Added: 2025-05 provides a practical expedient permitting an entity to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.
+Added: The adoption did not have a material impact on the consolidated financial statements or the related notes.
+Added: Recently Issued Financial Accounting Standards Not Yet Adopted - In November 2024, the FASB issued ASU No.
2024-03, “Income Statement - Reporting Comprehensive Income (Subtopic 220-40):
1 unchanged sentence
2024-03”) which requires detailed disclosures in the notes to financial statements of expense categories within relevant income statement captions including purchases of inventory, employee compensation, depreciation and intangible asset amortization.
−Removed: 2024-03 is effective for the Company beginning with the 2027 Form 10-K, with early adoption permitted, and may be applied either prospectively for reporting periods after the effective date or retrospectively to prior periods presented.
+Added: 2024-03 is effective for the Company beginning with the year ended December 26, 2027, with early adoption permitted, and may be applied either prospectively for reporting periods after the effective date or retrospectively to prior periods presented.
The Company is currently evaluating the impact ASU No.
2024-03 will have on its disclosures.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Recent accounting guidance not discussed herein is not applicable, did not have or is not expected to have a material impact to the Company.
−Removed: Reclassifications - The Company reclassified certain items in the accompanying consolidated financial statements for prior periods to be comparable with the classification for the current period, including presentation of certain items within consolidated statements of cash flows and the notes to the consolidated financial statements.
−Removed: These reclassifications had no effect on previously reporte d net income.
Discontinued Operations
−Removed: On November 6, 2024, an indirect wholly owned subsidiary of the Company (the “Seller”) entered into a Quota Purchase Agreement and Other Covenants (the “Purchase Agreement”) with a fund managed by an affiliate of Vinci Partners Investments Ltd.
−Removed: (the “Buyer”) for the sale of 67 % of its business in Brazil (the “Disposal Group”).
−Removed: The sale (the “Brazil Sale Transaction”) closed on December 30, 2024 (the “Closing Date”).
−Removed: The aggregate consideration paid to the Seller consists of 67 % of the enterprise valuation of the Disposal Group in the amount of R$ 2.06 billion Brazilian Reais, which equals R$ 1.4 billion Brazilian Reais (approximately $ 225.3 million in U.S.
+Added: On December 30, 2024 (the “Closing Date”), an indirect wholly owned subsidiary of the Company (the “Seller”) completed the sale of 67 % of the ownership interest in its business in Brazil (the “Disposal Group”) to a fund managed by an affiliate of Vinci Partners Investments Ltd.
+Added: (the “Buyer”) (the “Brazil Sale Transaction”).
+Added: Following the closing, the Brazil restaurants began operating as unconsolidated franchisees.
+Added: The aggregate consideration paid to the Seller consisted of 67 % of the enterprise valuation of the Disposal Group in the amount of R$ 2.06 billion Brazilian Reais, which equaled R$ 1.4 billion Brazilian Reais (approximately $ 225.3 million in U.S.
Dollars based on the exchange rate on the Closing Date), subject to customary adjustments, and withholding for Brazilian taxes (the “Purchase Price”).
1 unchanged sentence
dollars based on the exchange rate on the Closing Date, representing 52 % of the Purchase Price.
+Added: The proceeds were applied to the Company’s revolving credit facility during the thirteen weeks ended March 30, 2025.
+Added: The final installment payment, representing 48 % of the Purchase Price, net of withheld income taxes and inclusive of accumulated interest, of $ 123.5 million in U.S.
+Added: Dollars, was received during the thirteen weeks ended December 28, 2025.
The proceeds were applied to the Company’s revolving credit facility.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: during the thirteen weeks ended March 30, 2025.
−Removed: The second installment payment, representing 48 % of the Purchase Price is due on the first anniversary of the Closing Date (based on the exchange rate on the date of payment) and will generate interest income based on the interbank deposit rate in Brazil until paid.
−Removed: Following the closing, the Brazil restaurants began operating as unconsolidated franchisees.
The sale represents a strategic shift to a primarily franchised model for the Company’s international operations.
−Removed: The assets and liabilities of the Disposal Group are classified as held for sale on the Company’s Consolidated Balance Sheets as of December 29, 2024 and December 31, 2023.
−Removed: For fiscal years 2024, 2023 and 2022, all sales, direct costs and expenses and income taxes attributable to restaurants classified as discontinued operations have been aggregated to a single caption titled (Loss) income from discontinued operations, net of tax in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for all periods presented.
−Removed: The Company entered into foreign exchange forward contracts to mitigate most of the exchange rate risk associated with the Purchase Price installment payments.
+Added: The assets and liabilities of the Disposal Group were classified as held for sale on the Company’s Consolidated Balance Sheets as of December 29, 2024.
+Added: For fiscal years 2025, 2024 and 2023, all sales, direct costs and expenses and income taxes attributable to restaurants classified as discontinued operations have been aggregated to a single caption titled (Loss) income from discontinued operations, net of tax in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented.
+Added: During the fourth quarter of 2024, the Company entered into foreign exchange forward contracts to mitigate most of the exchange rate risk associated with the Purchase Price installment payments.
+Added: During the fourth quarter of 2025, the Company received the final installment payment and the foreign exchange forward contracts matured.
See Note 13 - Derivative Instruments and Hedging Activities for details regarding the foreign exchange forward contracts.
On the Closing Date, the Seller and the Buyer entered into a shareholders agreement (the “Shareholders Agreement”), pursuant to which Buyer and Seller will have representation on a board of directors and in executive management based on their respective equity interests.
−Removed: During the thirteen weeks ended December 29, 2024, the Company recorded $ 68.3 million of impairment in connection with the Brazil Sale Transaction within (Loss) income from discontinued operations, net of tax in its Consolidated Statements of Operations and Comprehensive (Loss) Income.
−Removed: The impairment represents the difference between the estimated fair value of the Disposal Group and its carrying value, which included $ 212.2 million of cumulative currency translation adjustment losses and the impact of measurement of the Company’s 33 % retained interest.
−Removed: As of the Closing Date, the fair value of the Company’s retained interest was $ 59.9 million based on the proportional enterprise valuation of the Disposal Group negotiated as a part of the Purchase Agreement, adjusted for debt used by the Buyer to fund a portion of the Purchase Price and to be pushed down to the operating entity subsequent to the Closing Date.
+Added: During the thirteen weeks ended December 29, 2024, the Company recorded $ 68.3 million of impairment in connection with the Brazil Sale Transaction within (Loss) income from discontinued operations, net of tax in its Consolidated Statements of Operations and Comprehensive Income (Loss).
+Added: The impairment represents the difference between the estimated fair value of the Disposal Group and its carrying value, which included cumulative currency translation adjustment losses and the impact of measurement of the Company’s 33 % retained interest.
+Added: The fair value of the Company’s retained interest on the Closing Date was $ 59.9 million based on the proportional enterprise valuation of the Disposal Group adjusted for debt used by the Buyer to fund a portion of the Purchase Price, which was subsequently pushed down to the operating entity.
+Added: See Note 3 - Equity Method Investment for additional details regarding the Company’s retained interest in its Brazil operations.
Under the Shareholders Agreement, the Buyer may cause the Seller to sell or the Seller may cause the Buyer to purchase the totality of the remaining interest in the Disposal Group for a period between October 1, 2028 and December 31, 2028 at a defined multiple of earnings less net indebtedness.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: The following table presents the carrying amounts of the major classes of assets and liabilities of the Disposal Group classified as held for sale on the Company’s Consolidated Balance Sheets as of the periods indicated:
−Removed: (dollars in thousands) DECEMBER 29, 2024 DECEMBER 31, 2023
+Added: The following table presents the carrying amounts of the major classes of assets and liabilities of the Disposal Group classified as held for sale on the Company’s Consolidated Balance Sheets as of the period indicated:
+Added: (dollars in thousands) DECEMBER 29, 2024
Current assets
22 unchanged sentences
Total non-current liabilities of disposal group classified as held for sale $ 49,865
−Removed: Included in discontinued operations are benefits from a law in Brazil that provided a 100 % exemption from income tax (IRPJ and CSLL) and federal value added taxes (PIS and COFINS).
−Removed: These exemptions impacted GAAP diluted earnings per share from discontinued operations by approximately $ 0.25 for 2023.
−Removed: After receipt of an unfavorable court ruling in January 2024, a cash judicial deposit of $ 42.9 million, inclusive of principal, interest and potential penalties, was made during 2024 to appeal the unfavorable court ruling.
−Removed: During 2024, new tax legislation granted certain industries additional exemptions from income and federal value added taxes for varying timeframes resulting in a benefit of $ 0.15 GAAP diluted earnings per share from discontinued operations during 2024.
−Removed: Following closing of the Brazil Sale Transaction, the Company retained certain rights to favorable resolution of the ongoing litigation and recorded a contingent consideration asset at fair value on the Closing Date.
−Removed: See Contingent Consideration Assets and Indemnification Liabilities section below for details.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: (Loss) income from discontinued operations, net of tax in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income includes the following for the periods indicated:
+Added: (Loss) income from discontinued operations, net of tax in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) includes the following for the periods indicated:
(dollars in thousands) 2025 2024 2023
−Removed: Restaurant sales $ 525,216 $ 529,619 $ 428,801
−Removed: Other revenue
−Removed: Total revenues 525,268 529,671 428,840
−Removed: Costs and expenses
−Removed: Food and beverage 167,741 169,164 146,214
−Removed: Labor and other related 109,853 105,500 84,834
−Removed: Other restaurant operating (1)
−Removed: 165,492 163,816 131,916
−Removed: Depreciation and amortization 22,191 21,905 19,717
−Removed: General and administrative 28,744 26,911 21,820
−Removed: Provision for impaired assets and restaurant closings 1,577 — —
−Removed: Impairment of assets held for sale 68,271 — —
−Removed: Total costs and expenses 563,869 487,296 404,501
−Removed: (Loss) income from operations
−Removed: ( 38,601 ) 42,375 24,339
−Removed: Interest income (expense), net
−Removed: 1,545 ( 587 ) 165
−Removed: (Loss) income before provision for income taxes
−Removed: ( 37,056 ) 41,788 24,504
+Added: Revenues $ — $ 525,268 $ 529,671
+Added: Operating costs and expenses (1) — 562,324 487,883
+Added: Gain on sale of Brazil business (2) 2,857 — —
+Added: Income (loss) from operations 2,857 ( 37,056 ) 41,788
Provision for income taxes
2 unchanged sentences
$ ( 537 ) $ ( 75,982 ) $ 41,629
−Removed: (1) Includes royalty expense of $ 25.9 million, $ 26.4 million and $ 21.6 million for fiscal years 2024, 2023 and 2022, respectively, eliminated in consolidation prior to the Brazil Sale Transaction, with the corresponding royalty revenues recorded within Franchise and other revenues from continuing operations in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income.
−Removed: On December 30, 2024, the Company entered into franchise agreements that include royalty rates that are lower than its historical intercompany rates and on the low end of its international franchisee royalty percentage range.
−Removed: Contingent Consideration Assets and Indemnification Liabilities - Subsequent to December 29, 2024 , the Company recognized contingent consideration assets of $ 29.3 million and indemnifications liabilities of $ 6.9 million within Other assets, net and Other long-term liabilities, net, respectively, on the Company’s Consolidated Balance Sheet in connection with the Brazil Sale Transaction.
+Added: ____________________
+Added: (1) Includes royalty expense of $ 25.9 million and $ 26.4 million for fiscal years 2024 and 2023, respectively, eliminated in consolidation prior to the Brazil Sale Transaction, with the corresponding royalty revenues recorded within Franchise and other revenues from continuing operations in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
+Added: (2) Includes net foreign currency translation gains on contingent consideration assets and indemnification liabilities, as discussed below.
+Added: (3) 2023 includes benefits from a Brazilian law that provided a 100 % exemption from income and federal value added taxes which resulted in additional earnings per share of $ 0.25 .
+Added: 2024 includes benefits from additional exemptions from income and federal value added taxes for varying timeframes which resulted in additional earnings per share of $ 0.15 .
+Added: Contingent Consideration Assets and Indemnification Liabilities - On the Closing Date, the Company recognized contingent consideration assets of $ 29.3 million and indemnifications liabilities of $ 6.9 million within Other assets,
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: net and Other long-term liabilities, net, respectively, on the Company’s Consolidated Balance Sheet in connection with the Brazil Sale Transaction.
+Added: As of December 28, 2025, the Company’s balance of contingent consideration assets and indemnification liabilities, which are denominated in Brazilian Reais, increased to $ 32.7 million and $ 7.6 million, respectively, primarily as a result of fluctuations in foreign exchange rates.
Contingent consideration assets relate to supervening rights to certain tax benefits, including from judicial deposits paid prior to the sale.
7 unchanged sentences
Any subsequent recognition and measurement of contingent consideration and indemnification liabilities will be presented within discontinued operations.
+Added: Equity Method Investment
+Added: The Company retained a 33 % interest in the franchisee of the Company’s restaurants in Brazil subsequent to the Brazil Sale Transaction, which is accounted for using the equity method of accounting.
+Added: To ensure timely reporting, the Company records the results of the equity method investment in Brazil on a calendar basis one-month lag.
+Added: Following is a rollforward of the Company’s equity method investment for the period indicated:
+Added: (dollars in thousands) 2025
+Added: Balance, beginning of the period $ —
+Added: Fair value of retained interest at sale closing date 59,863
+Added: Net loss (1) ( 4,742 )
+Added: Foreign currency translation adjustment 9,415
+Added: Dividends received ( 569 )
+Added: Balance, end of the period $ 63,967
+Added: ____________________
+Added: (1) Includes $ 1.2 million of purchase price adjustments amortization.
BLOOMIN’ BRANDS, INC.
14 unchanged sentences
____________________
−Removed: (1) Includes revenues from franchised restaurants and intercompany royalties from Brazil.
−Removed: (2) Includes Restaurant sales for Company-owned restaurants in Hong Kong and China.
+Added: (1) Includes intercompany royalties from Brazil prior to the sale and royalties from Brazil after the sale.
+Added: (2) Primarily includes Restaurant sales for Company-owned restaurants in Hong Kong.
The following table includes a detail of assets and liabilities from contracts with customers included on the Company’s Consolidated Balance Sheets as of the periods indicated:
27 unchanged sentences
Franchisee Deferred Payment Agreement - Effective December 31, 2023, the Company entered into an Amended & Restated Holistic Resolution Agreement (the “2023 Resolution Agreement”) with Cerca Trova Southwest Restaurant Group, LLC (d/b/a Out West Restaurant Group) and certain of its affiliates (collectively, “Out West”), who currently operate 74 franchised Outback Steakhouse restaurants in the western United States, primarily in California.
−Removed: The 2023 Resolution Agreement ends on December 27, 2026 or upon the earlier occurrence of certain specified events, including the sale of all or substantially all of the assets or equity of Out West, bankruptcy or a liquidation event.
−Removed: The 2023 Resolution Agreement includes agreements between Out West and its lenders prioritizing rents, royalties, national advertising fees and local marketing expenditures, and provides a mechanism to settle its obligations with its lenders and provide for capital expenditures, within certain limitations.
+Added: The 2023 Resolution Agreement ends on December 27, 2026 or upon the earlier occurrence of certain specified events, including a default in ongoing franchise payment obligations to the Company or if earnings fall below specified levels, the sale of all or substantially all of the assets or equity of Out West, bankruptcy or a liquidation event.
+Added: The 2023 Resolution Agreement includes agreements among Out West, the Company and its lenders with respect to (i) deferral and forbearance of the parties’ rights with respect to prior payment defaults, (ii) payment priorities for rents, royalties, national advertising fees and local marketing expenditures, and (iii) mechanisms to settle its obligations with its lenders and provide for capital expenditures, within certain limitations.
+Added: Upon expiration or earlier termination of the 2023 Resolution Agreement for any reason, the deferred amounts, which include substantial amounts due to Out West’s lenders, will become due and payable and the lenders will have a priority right to pursue remedies for nonpayment including foreclosure on Out West’s assets.
+Added: Out West may be unable to satisfy the amounts due or reach an alternative solution.
+Added: In such case, the Company could lose any future revenue stream from the franchised restaurants, incur significant costs under contingent lease obligations or incur support and other costs, which could impact how it funds other initiatives.
+Added: The Company continues to evaluate alternatives with respect to the expiration or earlier termination of the 2023 Resolution Agreement and could also incur additional expense in connection with such alternatives.
Impairments and Exit Costs
3 unchanged sentences
$ 43,051 $ 33,947 $ 39,812
−Removed: Corporate — — 7
Other 153 12,488 600
Total impairment losses 43,204 46,435 40,412
−Removed: Restaurant closure charges (benefit)
+Added: Restaurant closure charges (benefits)
2,475 14,045 ( 7,143 )
Other ( 542 ) 3,811 305
−Removed: Total restaurant closure charges (benefit) 17,856 ( 6,838 ) 478
+Added: Total restaurant closure charges (benefits) 1,933 17,856 ( 6,838 )
Provision for impaired assets and restaurant closings $ 45,137 $ 64,291 $ 33,574
+Added: For 2025, Provision for impaired assets and restaurant closings includes $ 25.7 million related to the closure of 21 U.S.
+Added: restaurants, the decision not to renew the leases of 22 U.S.
+Added: restaurants, the majority of which expire over the next four years , and $ 12.0 million related to five underperforming U.S.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: For 2024, Provision for impaired assets and restaurant closings primarily includes $ 25.5 million of asset impairment related to 41 older, underperforming U.S.
+Added: restaurants based on an assessment of each restaurant’s historical operating performance and trends, combined with updated expected cash flow projections over the remaining lease term.
+Added: The projections considered, among other factors, continued challenging operating and macroeconomic conditions since these restaurants were underperforming Company-wide averages for sales and operating income.
+Added: Additionally, includes $ 12.0 million primarily related to the 2024 closure of 36 predominantly older, underperforming U.S.
+Added: restaurants and $ 16.3 million related to the closure of nine restaurants in Hong Kong.
+Added: For 2023, Provision for impaired assets and restaurant closings primarily includes $ 34.2 million related to the decision to close the 36 U.S.
+Added: restaurants discussed above and the 2023 closure of three U.S.
+Added: and two Hong Kong Aussie Grill restaurants.
+Added: Additionally, includes a net lease termination gain of $ 6.7 million in connection with the closure of one U.S.
+Added: Accrued Closed Restaurant Liabilities Rollforward - The following table is a rollforward of the Company’s closed restaurant lease-related liabilities and other accrued costs, including common area maintenance fees, property taxes and other non-rent-related charges, primarily associated with the restaurant closure activity described above for the period indicated:
+Added: (dollars in thousands) 2025
+Added: Balance, beginning of the period $ 6,695
+Added: Additions 4,214
+Added: Cash payments ( 2,814 )
+Added: Accretion 252
+Added: Adjustments (1) ( 2,684 )
+Added: Balance, end of the period $ 5,663
________________
−Removed: (1) Primarily includes charges related to the 2023 Restaurant Closures and the Q4 2024 Restaurant Impairment, as discussed below.
−Removed: (2) Primarily includes charges related to the 2024 closure of nine restaurants in Hong Kong.
−Removed: 2023 Restaurant Closures - During 2023, the Company closed three U.S.
−Removed: and two Hong Kong Aussie Grill restaurants and made the decision to close 36 predominantly older, underperforming U.S.
−Removed: restaurants (the “2023 Restaurant Closures”).
−Removed: Following is a summary of 2023 Restaurant Closures expenses recognized in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the periods indicated (dollars in thousands):
−Removed: DESCRIPTION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATION FISCAL YEAR
−Removed: Asset impairments and closure charges Provision for impaired assets and restaurant closings $ 12,034 $ 34,200
−Removed: Severance and other expenses General and administrative 3,798 622
−Removed: Closure-related labor costs Labor and other related 434 —
−Removed: Lease remeasurement gains Other restaurant operating — ( 2,450 )
−Removed: Total $ 16,266 $ 32,372
+Added: (1) Primarily resulting from terminations of the Company’s obligation for non-rent-related components that were accrued at the time o f closure.
BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: During 2023, the Company recognized a lease termination gain of $ 6.7 million, net of related asset impairments, in connection with the closure of one U.S.
−Removed: Q4 2024 Restaurant Impairment - During the thirteen weeks ended December 29, 2024, the Company recorded asset impairment charges of $ 25.5 million primarily related to 41 older, underperforming U.S.
−Removed: restaurants based on an assessment of each restaurant’s historical operating performance and trends, combined with updated expected cash flow projections over the respective remaining lease term (the “Q4 2024 Restaurant Impairment”).
−Removed: The projections considered, among other factors, continued challenging operating and macroeconomic conditions since these restaurants tend to underperform Company-wide averages for sales and operating income.
−Removed: The remaining impairment and closure charges during the periods presented resulted primarily from locations identified for closure, including the closure of all Company-owned U.S.
−Removed: Aussie Grill rest aurants.
−Removed: (Loss) Earnings Per Share
−Removed: In connection with the offering of the 2025 Notes, the Company entered into the Convertible Note Hedge Transactions and Warrant Transactions described in Note 11 - Convertible Senior Notes.
−Removed: However, the Convertible Note Hedge Transactions are not considered when calculating dilutive shares given their antidilutive impact as an offset to dilution of shares underlying the 2025 Notes.
−Removed: The Warrant Transactions have a dilutive effect on the Company’s common stock to the extent the price of its common stock exceeds the strike price of the Warrant Transactions.
−Removed: See Note 11 - Convertible Senior Notes for additional information regarding the 2025 Notes, Convertible Note Hedge Transactions and Warrant Transactions.
−Removed: The following table presents the computation of basic and diluted (loss) earnings per share for the periods indicated:
+Added: Earnings (Loss) Per Share
+Added: The following table presents the computation of basic and diluted earnings (loss) per share for the periods indicated:
(in thousands, except per share data) 2025 2024 2023
−Removed: Net (loss) income attributable to Bloomin’ Brands
+Added: Net income (loss) attributable to Bloomin’ Brands
$ 8,237 $ ( 128,018 ) $ 247,386
−Removed: Net (loss) income from discontinued operations, net of tax ( 75,982 ) 41,629 16,053
−Removed: Net (loss) income attributable to Bloomin’ Brands from continuing operations $ ( 52,036 ) $ 205,757 $ 85,854
+Added: (Loss) income from discontinued operations, net of tax
+Added: ( 537 ) ( 75,982 ) 41,629
+Added: Net income (loss) attributable to Bloomin’ Brands from continuing operations $ 8,774 $ ( 52,036 ) $ 205,757
Basic weighted average common shares outstanding 85,062 85,905 87,230
1 unchanged sentence
Stock-based compensation awards 238 — 767
−Removed: Convertible senior notes (1) — 5,067 6,089
−Removed: Warrants (1) — 3,389 2,954
+Added: Convertible senior notes and warrants (1) 7 — 8,456
Diluted weighted average common shares outstanding 85,307 85,905 96,453
−Removed: Basic (loss) earnings per share:
+Added: Basic earnings (loss) per share (2):
Continuing operations $ 0.10 $ ( 0.61 ) $ 2.36
Discontinued operations ( 0.01 ) ( 0.88 ) 0.48
−Removed: Net basic (loss) earnings per share $ ( 1.49 ) $ 2.84 $ 1.15
−Removed: Diluted (loss) earnings per share:
+Added: Net basic earnings (loss) per share $ 0.10 $ ( 1.49 ) $ 2.84
+Added: Diluted earnings (loss) per share (2):
Continuing operations $ 0.10 $ ( 0.61 ) $ 2.13
Discontinued operations ( 0.01 ) ( 0.88 ) 0.43
−Removed: Net diluted (loss) earnings per share $ ( 1.49 ) $ 2.56 $ 1.03
+Added: Net diluted earnings (loss) per share $ 0.10 $ ( 1.49 ) $ 2.56
Antidilutive stock-based compensation awards 1,672 1,706 924
+Added: Antidilutive convertible senior notes and warrants 917 3,146 —
________________
−Removed: (1) During 2024, the Company repurchased $ 83.6 million of the 2025 Notes and settled the corresponding portion of the related warrants.
+Added: (1) During 2025, the 2025 Notes matured and were settled in cash and the remaining warrants were terminated.
See Note 11 - Convertible Senior Notes for additional details.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: (2) Amounts may not add due to rounding.
+Added: In connection with the offering of the 2025 Notes, the Company entered into the Convertible Note Hedge Transactions and Warrant Transactions described in Note 11 - Convertible Senior Notes .
+Added: The Warrant Transactions had a dilutive effect on the Company’s common stock to the extent the price of its common stock exceeded the strike price of the Warrant Transactions.
+Added: However, the Convertible Note Hedge Transactions did not impact earnings per share given their antidilutive impact.
+Added: See Note 11 - Convertible Senior Notes for additional information regarding the 2025 Notes, Convertible Note Hedge Transactions and Warrant Transactions.
Stock-based and Deferred Compensation Plans
4 unchanged sentences
________________
−Removed: (1) For 2024, 2023 and 2022, includes a cumulative life-to-date adjustment to decrease expense for PSUs granted in fiscal years 2024 and 2023, 2022 and 2020, respectively, based on updated assumptions regarding the criteria set forth in the award agreements.
−Removed: PSUs and Restricted Stock Units (“RSUs”) - The number of PSUs that vest is determined for each year based on the achievement of certain performance criteria as set forth in the award agreement and may range from zero to 200 % of the annual target grant.
+Added: (1) Includes cumulative life-to-date adjustments to decrease expense for PSUs granted in prior fiscal years based on updated assumptions regarding the criteria set forth in the award agreements.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: Performance-Based Share Units (“PSUs”) and Restricted Stock Units (“RSUs”) - The number of PSUs that vest is determined for each year based on the achievement of certain performance criteria as set forth in the award agreement and may range from zero to 200 % of the annual target grant.
The PSUs are settled in shares of common stock, with holders receiving one share of common stock for each performance-based share unit that vests.
−Removed: Compensation expense for PSUs is recognized over the vesting period when it is probable the performance criteria will be achieved.
+Added: Compensation expense for PSUs is recognized from the grant date through the end of the vesting period when it is probable the performance criteria will be achieved.
RSUs generally vest over a period of three years in an equal number of shares each year.
10 unchanged sentences
________________
−Removed: (1) Based on the $ 28.15 and $ 12.27 share price of the Company’s common stock on December 29, 2023 and December 27, 2024, the last trading day of the years ended December 31, 2023 and December 29, 2024, respectively.
+Added: (1) Based on the $ 12.27 and $ 6.79 share price of the Company’s common stock on the last trading day of the years ended December 29, 2024 and December 28, 2025, respectively.
(2) Represents adjustment to 0 % payout for PSUs granted during 2022.
(3) For PSUs, estimated number of units to be issued upon the vesting of outstanding PSUs based on Company performance projections of performance criteria set forth in the 2023, 2024 and 2025 PSU award agreements.
−Removed: The Company granted PSUs subject to final payout modification by a Relative TSR modifier for all periods presented.
+Added: Prior to 2025, the Company granted PSUs subject to final payout modification by a relative total shareholder return (“Relative TSR”) modifier.
This Relative TSR modifier can adjust the final payout outcome by 75 %, 100 % or 125 % of the achieved performance metric, with the overall payout capped at 200 % of the annual target grant.
1 unchanged sentence
The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that the market conditions will be achieved and is applied to the closing price of the Company’s common stock on the date of the grant.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Assumptions used in the Monte Carlo simulation model and the grant date fair value of PSUs granted were as follows for the periods indicated:
−Removed: 2024 2023 2022
Risk-free interest rate (1) 4.37 % 4.26 %
6 unchanged sentences
(3) Based on the historical volatility of the Company’s stock over the last seven years .
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: Beginning in 2025, the Company granted PSUs primarily using a new performance structure that contains separate performance metrics that are set at the beginning of each of the three annual performance periods.
+Added: The units are earned annually based on performance achievement and will cliff vest after three years .
+Added: The fair value is based on the closing price of the Company’s common stock on the grant date, adjusted for the present value of dividends expected to be paid.
The following represents PSU and RSU compensation information for the periods indicated:
10 unchanged sentences
________________
−Removed: (1) For PSUs, represents a (discount) premium above the grant date per share value of the Company’s common stock for the Relative TSR modifier of ( 1.6 )%, 2.7 % and 7.9 % for grants during 2024, 2023 and 2022, respectively.
+Added: (1) For PSUs granted prior to 2025, represents a (discount) premium above the grant date per share value of the Company’s common stock for the Relative TSR modifier of ( 1.6 )% and 2.7 % for grants during 2024 and 2023, respectively.
+Added: For PSUs granted in 2025, the weighted average dividend yield was 6.89 %.
For RSUs, the weighted average dividend yield was 6.84 %, 4.83 % and 3.63 % for 2025, 2024 and 2023, respectively.
−Removed: Stock Options - Stock options generally vest and become exercisable over a period of four years in an equal number of shares each year.
−Removed: Stock options have an exercisable life of no more than ten years from the date of grant.
+Added: Stock Options - Stock options have an exercisable life of no more than ten years from the date of grant.
The Company settles stock option exercises with authorized but unissued shares of the Company’s common stock.
2 unchanged sentences
PRICE WEIGHTED
−Removed: LIFE (YEARS) AGGREGATE
Outstanding as of December 29, 2024 1,200 $ 20.08 2.1
−Removed: Exercised ( 298 ) $ 23.74
Forfeited or expired ( 515 ) $ 20.35
1 unchanged sentence
________________
−Removed: (1) No stock options were granted during 2024.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: (1) No stock options were granted or exercised during 2025 and the outstanding options for both periods presented have an aggregate intrinsic value of $ 0 .
The following represents stock option compensation information for the periods indicated:
5 unchanged sentences
As of December 28, 2025, the maximum number of shares of common stock available for issuance for equity instruments pursuant to the 2025 Omnibus Incentive Compensation Plan was 8,823,862 .
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Deferred Compensation Plans
1 unchanged sentence
The Company incurred contribution costs of $ 5.8 million, $ 5.7 million and $ 5.6 million for the 401(k) Plan for 2025, 2024 and 2023, respectively.
−Removed: Highly Compensated Employee Plan - The Company provides a deferred compensation plan for its highly compensated employees who are not eligible to participate in the 401(k) Plan.
+Added: Highly Compensated Employee Plan - The Company provides an unsecured deferred compensation plan for its highly compensated employees who are not eligible to participate in the 401(k) Plan.
The deferred compensation plan allows these employees to contribute a percentage of their base salary and cash bonus on a pre-tax basis.
−Removed: The deferred compensation plan is unsecured and funded through the Company’s voluntary contributions.
Supplemental Balance Sheet Information
9 unchanged sentences
$ 148,691 $ 158,775
−Removed: ________________
−Removed: (1) See Note 16 - Allowance for Expected Credit Losses for a rollforward of the related allowance for expected credit losses.
Property, fixtures and equipment, net , consisted of the following as of the periods indicated:
7 unchanged sentences
$ 912,645 $ 948,521
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Other assets, net , consisted of the following as of the periods indicated:
3 unchanged sentences
Liquor licenses 22,363 22,422
+Added: Contingent consideration assets 32,729 —
Other assets 12,253 9,335
2 unchanged sentences
(1) Net of accumulated amortization of $ 2.9 million and $ 0.6 million as of December 28, 2025 and December 29, 2024, respectively.
−Removed: During 2024, the Company recorded $ 9.0 million of deferred debt issuance costs in connection with the Third Amended and Restated Credit Agreement, as defined and discussed in more detail within Note 10 - Long-term Debt, Net below.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Accrued and other current liabilities consisted of the following as of the periods indicated:
10 unchanged sentences
$ 113,282 $ 93,420
+Added: ________________
+Added: (1) Includes indemnification liabilities in connection with the Brazil Sale Transaction.
+Added: See Note 2 - Discontinued Operations for additional details.
Goodwill and Intangible Assets, Net
1 unchanged sentence
(dollars in thousands) U.S.
−Removed: INTERNATIONAL FRANCHISE (1)
+Added: INTERNATIONAL FRANCHISE CONSOLIDATED
Balance as of December 29, 2024
2 unchanged sentences
Goodwill, net (1) 170,657 42,666 213,323
−Removed: Changes in goodwill — — —
+Added: Impairment (2) ( 28,188 ) — ( 28,188 )
Balance as of December 28, 2025
3 unchanged sentences
________________
−Removed: (1) Excludes $ 51.9 million and $ 63.0 million of Goodwill, net as of December 29, 2024 and December 31, 2023, respectively, classified as held for sale.
+Added: (1) Excludes $ 51.9 million of Goodwill, net as of December 29, 2024, classified as held for sale.
+Added: (2) Relates to goodwill impairment from Bonefish Grill as a result of the impairment analysis performed during the thirteen weeks ended December 28, 2025.
BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets during its second fiscal quarter.
−Removed: The Company’s 2024 and 2022 assessments were qualitative and its 2023 assessment was quantitative.
−Removed: In connection with these assessments, the Company did no t record any goodwill asset impairment charges during the periods presented.
+Added: The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets as of the first day of its second fiscal quarter.
+Added: During the thirteen weeks ended June 29, 2025, the Company performed a quantitative annual impairment analysis due to a decline in the Company’s stock price and market capitalization (the “Q2 analysis”), while its 2024 annual assessment was qualitative.
+Added: In connection with these assessments, the Company did no t record any impairment charges.
+Added: The Q2 analysis for goodwill indicated that all reporting units had fair values that exceeded their carrying values.
+Added: However, the Outback Steakhouse and Bonefish Grill reporting units had fair values that decreased to approximately 10 % above their respective carrying values.
+Added: The fair values for the Outback Steakhouse and Bonefish Grill reporting units decreased primarily due to lower future cash flow estimates, increased discount rates, lower market multiples, and additionally for Bonefish Grill, a lower long-term growth rate, compared to the last quantitative impairment analysis performed during the quarter ended June 25, 2023.
+Added: During the thirteen weeks ended December 28, 2025, the Company identified a triggering event as a result of:
+Added: (i) a sustained decline in the Company’s stock price and market capitalization and (ii) a recent decline in margins specific to the Bonefish Grill reporting unit.
+Added: As a result, the Company performed an interim quantitative impairment analysis (the “Q4 analysis”).
+Added: 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.
+Added: The Q4 analysis for goodwill indicated that all reporting units except Bonefish Grill had fair values that exceeded their carrying values.
+Added: Additionally, the fair value for the Outback Steakhouse reporting unit decreased to approximately 3 % above its carrying value.
+Added: The fair value of the Outback Steakhouse reporting unit decreased compared to the Q2 analysis primarily due to lower market multiples and lower future cash flow estimates.
+Added: The fair value of the Bonefish Grill reporting unit decreased from the Q2 analysis primarily due to lower market multiples and lower future cash flow estimates as a result of a recent decline in profit margins.
+Added: The Q2 analysis and Q4 analysis for indefinite-lived intangible assets indicated that all trade names had fair values exceeding their carrying values;
+Added: however, the Outback Steakhouse trade name’s fair value decreased to approximately 15 % and 5 %, respectively, above its carrying value.
+Added: In the Q2 analysis, the fair value of the Outback Steakhouse trade name decreased compared to the prior quantitative analysis performed in Q2 2023 primarily due to lower projected sales and an increased discount rate.
+Added: The fair value declined further in the Q4 analysis compared to the Q2 analysis due to lower projected sales and a decrease in the assumed royalty rate.
+Added: Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors.
+Added: Key assumptions include future cash flow estimates (including sales and earnings before interest, taxes, depreciation and amortization (“EBITDA”)), long-term growth rates, discount rates, royalty rates, market multiples and other market factors.
+Added: Sales declines, unplanned increases in commodity or labor costs, decreases to the market multiples, increases in discount rates, deterioration in overall economic conditions and challenges in the restaurant industry or any such event may impact the Company’s fair value determinations and may result in future impairment charges.
+Added: It is possible that changes in circumstances or changes in assumptions and estimates could result in impairment of the Company’s goodwill and/or other intangible assets.
+Added: Further, as a result of the decreased fair value, the Outback Steakhouse reporting unit is at a higher risk of future impairment.
Intangible Assets, net - Intangible assets, net, consisted of the following as of the periods indicated:
5 unchanged sentences
The Company did no t record any intangible asset impairment charges during the periods presented.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The following table presents goodwill, trade names and trademarks balances by reporting unit as of the periods indicated:
8 unchanged sentences
Total $ 185,135 $ 414,716 $ 10,550 $ 213,323 $ 414,716 $ 14,375
+Added: ________________
+Added: (1) During 2025, as discussed above, the goodwill associated with the Bonefish Grill reporting unit was fully impaired as a result of the impairment analysis performed during the thirteen weeks ended December 28, 2025.
Definite-lived intangible assets are amortized on a straight-line basis.
5 unchanged sentences
Amortization of intangible assets $ 3,825 $ 2,292 $ 995 $ 995 $ 995
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Long-term Debt, Net
3 unchanged sentences
Senior secured credit facility - revolving credit facility (1) $ 490,000 6.09 % $ 710,000 6.52 %
−Removed: Former credit facility - revolving credit facility (2) — 381,000 6.96 %
2025 Notes (2) — 20,724 5.00 %
4 unchanged sentences
________________
−Removed: (1) Subsequent to December 29, 2024, the Company repaid $ 140.0 million on its revolving credit facility, primarily with proceeds from the Brazil Sale Transaction.
(1) Interest rate represents the weighted average interest rate as of the respective periods .
−Removed: (3) During 2024, the Company repurchased $ 83.6 million of the 2025 Notes and as a result, wrote off $ 0.8 million of debt issuance costs.
−Removed: See Note 11 - Convertible Senior Notes for additional details.
−Removed: (4) Obligations under the 2025 Notes, which mature on May 1, 2025, have been classified as long-term, reflecting the Company’s intent and ability to refinance these notes through borrowings on its existing revolving credit facility.
+Added: (2) On May 1, 2025, the 2025 Notes were settled using borrowings from the revolving credit facility.
+Added: Maturities - Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of December 28, 2025:
+Added: (dollars in thousands) 2026 2027 2028 2029 2030 THEREAFTER TOTAL
+Added: Debt repayments $ — $ — $ — $ 790,000 $ — $ — $ 790,000
Bloomin’ Brands, Inc.
is a holding company and conducts its operations through its subsidiaries, certain of which have incurred indebtedness as described below.
−Removed: Credit Agreement – On September 19, 2024, the Company 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”).
−Removed: The Senior Secured Credit Facility matures on September 19, 2029 and replaced the Company’s prior senior secured financing of up to $ 1.0 billion (the “Former Credit Facility”).
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: Credit Agreement – On September 19, 2024, the Company 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”) and matures on September 19, 2029.
The total indebtedness of the Company and interest rate applied to the Company’s borrowings remained unchanged as a result of the Credit Agreement.
1 unchanged sentence
(i) $ 550.0 million or (ii) at the Company’s option, up to an unlimited amount of incremental facilities, so long as the Consolidated Senior Secured Net Leverage Ratio, as defined in the Credit Agreement, is no more than 3.00 to 1.00 as of the last day of the most recent period of four consecutive fiscal quarters ended, after giving effect to any such incurrence on a pro forma basis.
−Removed: Under the Third Amended and Restated Credit Agreement, the Company may elect an interest rate at each reset period based on the Base Rate or Term SOFR, plus an applicable spread.
+Added: Under the Credit Agreement, the Company may elect an interest rate at each reset period based on the Base Rate or Term SOFR, plus an applicable spread.
The Term SOFR rate is the forward-looking term rate based on the secured overnight financing rate (“SOFR”) that is published by CME Group Benchmark Administration Limited (“Term SOFR”).
6 unchanged sentences
150 to 250 basis points over the Adjusted Term SOFR
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: The Third Amended and Restated Credit Agreement requires a Total Net Leverage Ratio (“TNLR”) not to exceed 4.50 to 1.00 (with a limited ability to temporarily increase TNLR to 5.00 to 1.00 in connection with material acquisitions).
−Removed: TNLR is the ratio of Consolidated Total Debt (Current portion of long-term debt and Long-term debt, net of cash, excluding the 2025 Notes) to Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization and certain other adjustments as defined in the Third Amended and Restated Credit Agreement).
+Added: The Credit Agreement requires a Total Net Leverage Ratio (“TNLR”) not to exceed 4.50 to 1.00 (with a limited ability to temporarily increase TNLR to 5.00 to 1.00 in connection with material acquisitions).
+Added: TNLR is the ratio of Consolidated Total Debt (Current portion of long-term debt and Long-term debt, net of cash, excluding the 2025 Notes) to Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization and certain other adjustments as defined in the Credit Agreement).
As of December 28, 2025 and December 29, 2024, the Company was in compliance with its debt covenants.
15 unchanged sentences
These covenants are subject to a number of exceptions and qualifications as set forth in the Indenture.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The Indenture contains customary events of default, including, without limitation, failure to make required payments, failure to comply with certain agreements or covenants, cross-acceleration to certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, and failure to pay certain judgments.
−Removed: Maturities - Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of December 29, 2024:
−Removed: (dollars in thousands) 2025
−Removed: THEREAFTER TOTAL
−Removed: Debt repayments $ 20,724 $ — $ — $ — $ 1,010,000 $ — $ 1,030,724
Convertible Senior Notes
2025 Notes - In May 2020, the Company completed a $ 230.0 million principal amount private offering of 5.00 % convertible senior unsecured notes due in 2025 (the “2025 Notes”).
−Removed: The 2025 Notes are governed by the terms of an indenture between the Company and Wells Fargo Bank, National Association, as the Trustee.
−Removed: The 2025 Notes mature on May 1, 2025 , unless earlier converted, redeemed or purchased by the Company.
−Removed: The 2025 Notes bear cash interest at an annual rate of 5.00 %, payable semi-annually in arrears on May 1 and November 1 of each year.
−Removed: The initial conversion rate applicable to the 2025 Notes was 84.122 shares of common stock per $ 1,000 principal amount of 2025 Notes, or a total of approximately 19.348 million shares for the total $ 230.0 million principal amount.
−Removed: This initial conversion rate was equivalent to an initial conversion price of approximately $ 11.89 per share.
−Removed: The conversion rate is subject to adjustment upon the occurrence of certain specified events.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: Holders may convert all or a portion of their 2025 Notes at any time prior to the close of business on the second scheduled trading day immediately before the maturity date.
−Removed: The 2025 Notes are redeemable by the Company, in whole or in part, at the Company’s option at any time, and from time to time, on or before the 40 th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on:
−Removed: (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;
−Removed: and (ii) the trading day immediately before the date the Company sends such notice.
−Removed: In addition, calling any of the 2025 Notes for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of the 2025 Notes will be increased in certain circumstances if it is converted after it is called for redemption.
−Removed: If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2025 Notes for cash at a price equal to 100 % of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest.
−Removed: Holders of 2025 Notes who convert their 2025 Notes in connection with a notice of redemption or a make-whole fundamental change may be entitled to a premium in the form of an increase in the conversion rate of the 2025 Notes.
−Removed: The Company has provided the trustee of the 2025 Notes notice of its irrevocable election under the 2025 Notes indenture to settle the principal portion of the 2025 Notes upon conversion in cash and any excess in shares.
−Removed: On May 25, 2022, the Company entered into exchange agreements (the “2022 Exchange Agreements”) with certain holders of the 2025 Notes.
−Removed: These holders agreed to exchange $ 125.0 million in aggregate principal amount of the Company’s outstanding 2025 Notes for $ 196.9 million in cash, plus accrued interest, and approximately 2.3 million shares of the Company’s common stock (the “First 2025 Notes Partial Repurchase”).
−Removed: Under the 2022 Exchange Agreements, the total amount of cash paid and number of shares of common stock issued by the Company were based upon the volume-weighted average price per share of the Company’s common stock during a ten-trading day averaging period ending on June 14, 2022.
−Removed: Upon entering into the 2022 Exchange Agreements, the conversion feature related to the 2025 Notes repurchased, as well as the settlements of the related convertible senior note hedges and warrants, were subject to derivative accounting.
−Removed: In connection with the First 2025 Notes Partial Repurchase, the Company recognized a loss on extinguishment of debt of $ 104.7 million and a loss on fair value adjustment of derivatives, net of $ 17.7 million, and recorded a $ 48.5 million increase to Additional paid-in capital during 2022.
+Added: The 2025 Notes were governed by the terms of an indenture between the Company and Wells Fargo Bank, National Association, as the Trustee.
+Added: On May 25, 2022, the Company entered into exchange agreements with certain holders of the 2025 Notes.
+Added: These holders agreed to exchange $ 125.0 million in aggregate principal amount of the Company’s outstanding 2025 Notes for $ 196.9 million in cash, plus accrued interest, and approximately 2.3 million shares of the Company’s common stock.
On February 29, 2024, the Company entered into exchange agreements (the “2024 Exchange Agreements”) with certain holders of the 2025 Notes.
−Removed: The 2024 Exchange Agreements provided for the Company to deliver and pay at the closing of the transactions on March 5, 2024, an aggregate of approximately 7.5 million shares of its common stock and $ 3.3 million in cash, including accrued interest, in exchange for $ 83.6 million in aggregate principal amount of the Company’s outstanding 2025 Notes (the “Second 2025 Notes Partial Repurchase”).
−Removed: In connection with the Second 2025 Notes Partial Repurchase, the Company recognized a loss on extinguishment of debt of $ 135.8 million and recorded a $ 216.1 million increase to Additional paid-in capital during 2024.
−Removed: In connection with dividends paid during 2024, the conversion rate for the Company’s remaining 2025 Notes decreased to approximately $ 10.60 per share, which represents 94.360 shares of common stock per $ 1,000 principal amount of the 2025 Notes, or a total of approximately 1.956 million shares.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: The following table includes the outstanding principal amount and carrying value of the 2025 Notes as of the periods indicated:
−Removed: (dollars in thousands) DECEMBER 29, 2024 DECEMBER 31, 2023
+Added: The 2024 Exchange Agreements provided for the Company to deliver and pay at the closing of the transactions on March 5, 2024, an aggregate of approximately 7.5 million shares of its common stock and $ 3.3 million in cash, including accrued interest, in exchange for $ 83.6 million in aggregate principal amount of the Company’s outstanding 2025 Notes (the “2025 Notes Partial Repurchase”).
+Added: In connection with the 2025 Notes Partial Repurchase, the Company recognized a loss on extinguishment of debt of $ 135.8 million and recorded a $ 216.1 million increase to Additional paid-in capital during 2024.
+Added: The 2025 Notes matured on May 1, 2025 and were settled in cash for $ 20.7 million, excluding accrued interest.
+Added: The following table includes the outstanding principal amount and carrying value of the 2025 Notes as of the period indicated:
+Added: (dollars in thousands) DECEMBER 29, 2024
Principal $ 20,724
1 unchanged sentence
Net carrying amount $ 20,668
−Removed: ________________
−Removed: (1) During 2024, the Company wrote off $ 0.8 million of debt issuance costs as a result of the Second 2025 Notes Partial Repurchase.
Following is a summary of interest expense for the 2025 Notes by component for the periods indicated:
4 unchanged sentences
________________
−Removed: (1) The effective rate of the 2025 Notes over their expected life is 5.85 %.
+Added: (1) The effective rate for all periods presented was 5.85 % .
Convertible Note Hedge and Warrant Transactions - In connection with the offering of the 2025 Notes, the Company entered into convertible note hedge transactions (the “Convertible Note Hedge Transactions”) with certain of the initial purchasers of the 2025 Notes and/or their respective affiliates and other financial institutions (in this capacity, the “Hedge Counterparties”).
Concurrently with the Company’s entry into the Convertible Note Hedge Transactions, the Company also entered into separate, warrant transactions with the Hedge Counterparties collectively relating to the same number of shares of the Company’s common stock, subject to customary anti-dilution adjustments, and for which the Company received proceeds that partially offset the cost of entering into the Convertible Note Hedge Transactions (the “Warrant Transactions”).
−Removed: The Convertible Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the 2025 Notes, and are expected generally to reduce the potential equity dilution in excess of the principal amount due upon conversion of the 2025 Notes.
−Removed: The Warrant Transactions have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the Warrant Transactions.
−Removed: The strike price was initially $ 16.64 per share and is subject to certain adjustments under the terms of the Warrant Transactions.
−Removed: The Convertible Note Hedge Transactions are exercisable upon conversion of the 2025 Notes and expire upon maturity of the 2025 Notes.
−Removed: The Warrant Transactions are exercisable on the expiration dates included in the related forms of confirmation.
−Removed: In connection with the First 2025 Notes Partial Repurchase, the Company entered into partial unwind agreements with certain financial institutions relating to a portion of the convertible note hedge transactions (the “2022 Note Hedge Early Termination Agreements”) and a portion of the Warrant Transactions (the “2022 Warrant Early Termination Agreements”).
−Removed: Upon settlement, the Company received $ 131.9 million for the 2022 Note Hedge Early Termination Agreements and paid $ 114.8 million for the 2022 Warrant Early Termination Agreements.
−Removed: In connection with the 2022 Note Hedge Early Termination Agreements and the 2022 Warrant Early Termination Agreements the Company recorded a $ 113.0 million increase and a $ 97.6 million decrease, respectively, to Additional paid-in capital during 2022.
−Removed: In connection with the Second 2025 Notes Partial Repurchase, the Company 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”, together the “2024 Early Termination Agreements”), that were previously entered into
BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: by the Company in connection with the issuance of the 2025 Notes.
+Added: In connection with the 2025 Notes Partial Repurchase, the Company 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”, together the “2024 Early Termination Agreements”), that were previously entered into by the Company in connection with the issuance of the 2025 Notes.
Pursuant to the 2024 Early Termination Agreements, the Company received a termination payment which consisted of approximately $ 118.2 million in cash and 0.3 million shares of common stock, and the Company made a termination payment in an aggregate amount of approximately $ 102.2 million in cash.
1 unchanged sentence
The Company also recorded an $ 8.3 million increase to Accumulated deficit in connection with the 2024 Note Hedge Early Termination Agreements.
−Removed: The remaining Warrant Transactions have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the Warrant Transactions.
−Removed: In connection with dividends paid during 2024, the strike price for the remaining Warrant Transactions decreased to $ 14.84 .
+Added: In connection with the maturity of the 2025 Notes, the related convertible note hedges entered into with certain purchasers of the 2025 Notes and/or their respective affiliates and other financial institutions expired.
+Added: On May 16, 2025, the Company terminated the remaining warrants in cash for $ 0.4 million.
Stockholders’ Equity
−Removed: Share Repurchases - In February 2024, the Company’s Board of Directors (the “Board”) canceled the remaining $ 57.5 million under the Company’s former share repurchase authorization and approved a new $ 350.0 million share repurchase authorization (the “2024 Share Repurchase Program”).
−Removed: The 2024 Share Repurchase Program includes capacity above the Company’s normal repurchase activity to provide flexibility in retiring the 2025 Notes at or prior to their maturity.
−Removed: The 2024 Share Repurchase Program will expire on August 13, 2025 .
+Added: Share Repurchases - In February 2024, the Company’s Board of Directors (the “Board”) canceled the remaining $ 57.5 million under the Company’s former share repurchase authorization and approved a $ 350.0 million share repurchase authorization (the “2024 Share Repurchase Program”).
+Added: The 2024 Share Repurchase Program included capacity above the Company’s normal repurchase activity to provide flexibility in retiring the 2025 Notes at or prior to their maturity.
+Added: The 2024 Share Repurchase Program expired on August 13, 2025.
On March 1, 2024, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”), in connection with the 2024 Share Repurchase Program, with Wells Fargo Bank, National Association (“Wells Fargo”) to repurchase $ 220.0 million of the Company’s common stock.
2 unchanged sentences
The Company funded the payment under the ASR Agreement, together with the cash portion of the amounts payable under the 2024 Exchange Agreements, primarily with borrowings under the revolving credit facility and net proceeds from the 2024 Early Termination Agreements.
+Added: The Company did not repurchase any shares during fiscal year 2025.
Following is a summary of the shares repurchased during fiscal year 2024 :
6 unchanged sentences
Total 10,073 $ 266,423
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Dividends - The Company declared and paid dividends per share during the periods presented as follows:
7 unchanged sentences
Total cash dividends declared and paid $ 0.45 $ 0.96 $ 38,266 $ 82,574
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: In February 2025, the Board declared a quarterly cash dividend of $ 0.15 per share, payable on March 26, 2025 to shareholders of record at the close of business on March 11, 2025 .
+Added: In October 2025, the Board suspended the dividend as a component of the Company’s turnaround strategy.
Accumulated Other Comprehensive Loss (“AOCL”) - The following table is a rollforward of the components of AOCL for the periods indicated:
2 unchanged sentences
Balance, beginning of the period $ ( 212,172 ) $ ( 177,689 ) $ ( 185,311 )
−Removed: Foreign currency translation adjustment ( 35,178 ) 7,622 10,169
+Added: Foreign currency translation adjustment - equity method investment 9,415 — —
+Added: Foreign currency translation adjustment - other ( 5,529 ) ( 35,178 ) 7,622
+Added: Reclassification of foreign currency translation adjustments into earnings due to sale of business 217,548 — —
Reclassification of foreign currency translation adjustments related to the liquidation of foreign entities — 695 —
Balance, end of the period $ 9,262 $ ( 212,172 ) $ ( 177,689 )
−Removed: (Loss) gain on derivatives, net of tax:
+Added: Loss on derivatives, net of tax:
Balance, beginning of the period $ ( 621 ) $ ( 615 ) $ —
Change in fair value of derivatives, net of tax 209 1,527 ( 606 )
−Removed: Reclassification realized in Net (loss) income, net of tax ( 1,533 ) ( 9 ) 954
−Removed: Impact of terminated interest rate swaps included in Net income, net of tax — — 8,982
+Added: Reclassification realized in Net income (loss), net of tax 258 ( 1,533 ) ( 9 )
Balance, end of the period $ ( 154 ) $ ( 621 ) $ ( 615 )
−Removed: Accumulated other comprehensive loss:
+Added: Accumulated other comprehensive income (loss):
Balance beginning of the period $ ( 212,793 ) $ ( 178,304 ) $ ( 185,311 )
−Removed: Other comprehensive (loss) income attributable to Bloomin' Brands ( 34,489 ) 7,007 20,678
+Added: Other comprehensive income (loss) attributable to Bloomin' Brands 221,901 ( 34,489 ) 7,007
Balance, end of the period $ 9,108 $ ( 212,793 ) $ ( 178,304 )
5 unchanged sentences
The Company may use foreign currency forward contracts to manage certain foreign currency exposures.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Designated Hedges
−Removed: Cash Flow Hedges of Interest Rate Risk - In March 2024 and December 2023, OSI entered into 11 interest rate swap agreements with ten counterparties (the “Swap Transactions”) to manage its exposure to fluctuations in variable interest rates.
−Removed: The Swap Transactions have an aggregate notional amount of $ 375.0 million and include one and two-year tenors with the following terms:
+Added: Cash Flow Hedges of Interest Rate Risk - To manage its exposure to fluctuations in variable interest rates, in March 2024 and December 2023 OSI entered into 11 interest rate swap agreements with ten counterparties with an aggregate notional amount of $ 375.0 million and one and two-year tenors (the “2023 and 2024 Swap Agreements”).
+Added: On December 31, 2024, $ 100.0 million of the interest rate swap agreements matured.
+Added: In October 2025, OSI entered into an additional eight interest rate swap agreements with eight counterparties with an aggregate notional amount of $ 300.0 million and 12 - and 21-month tenors (the “2025 Swap Transactions”, together the “Swap Transactions”).
+Added: The following are the terms of the remaining Swap Transactions:
NOTIONAL AMOUNT WEIGHTED AVERAGE FIXED INTEREST RATE (1) EFFECTIVE DATE TERMINATION DATE
$ 100,000,000 4.34 % December 29, 2023 December 31, 2025
−Removed: 100,000,000 4.34 % December 29, 2023 December 31, 2025
$ 175,000,000 4.40 % March 29, 2024 March 31, 2026
−Removed: $ 375,000,000 4.52 %
+Added: $ 100,000,000 3.37 % December 31, 2025 December 31, 2026
+Added: $ 200,000,000 3.18 % March 31, 2026 December 31, 2027
____________________
(1) The weighted average fixed interest rate excludes the term SOFR adjustment and interest rate spread described below.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: In connection with the Swap Transactions, the Company converted $ 375.0 million of its outstanding indebtedness from SOFR, plus a term SOFR adjustment of 0.10 % and a spread of 150 to 250 basis points to the weighted average fixed interest rates within the table above, plus a term SOFR adjustment of 0.10 % and a spread of 150 to 250 basis points.
+Added: In connection with the Swap Transactions, the Company effectively converted its outstanding indebtedness based on the notional amount from a variable rate of SOFR, plus a term SOFR adjustment of 0.10 % and a spread of 150 to 250 basis points to the weighted average fixed interest rates within the table above, plus a term SOFR adjustment of 0.10 % and a spread of 150 to 250 basis points.
The Swap Transactions have an embedded floor of minus 0.10 %.
−Removed: The Swap Transactions have been designated and qualify as cash flow hedges, are recognized on the Company’s Consolidated Balance Sheets at fair value as of December 29, 2024 and are classified based on the instruments’ maturity dates.
−Removed: The Company estimates $ 0.7 million of interest expense will be reclassified from AOCL to Interest expense, net over the next 12 months related to the Swap Transactions.
−Removed: The following table presents the fair value and classification of the Company’s swap agreements as of the periods indicated:
−Removed: (dollars in thousands) CONSOLIDATED BALANCE SHEET CLASSIFICATION DECEMBER 29, 2024 DECEMBER 31, 2023
+Added: The Swap Transactions have been designated and qualify as cash flow hedges, are recognized on the Company’s Consolidated Balance Sheets at fair value and are classified based on the instruments’ maturity dates.
+Added: The Company estimates $ 0.2 million of interest expense will be reclassified from AOCL to Interest expense, net over the next 12 months related to the remaining Swap Transactions.
+Added: The following table presents the fair value and classification of the Company’s Swap Transactions as of the periods indicated:
+Added: (dollars in thousands) CONSOLIDATED BALANCE SHEETS CLASSIFICATION DECEMBER 28, 2025 DECEMBER 29, 2024
Interest rate swaps - asset (1) Other current assets, net $ 208 $ —
8 unchanged sentences
As of December 28, 2025, all counterparties to the Swap Transactions performed in accordance with their contractual obligations.
−Removed: As of December 29, 2024 and December 31, 2023, the fair value of the Company’s Swap Transactions was in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk, of $ 0.8 million.
−Removed: As of December 29, 2024 and December 31, 2023, the Company has not posted any collateral related to the Swap Transactions.
The Swap Transactions contain provisions whereby the Company could be declared in default on its derivative obligations if the repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on indebtedness.
−Removed: If the Company had breached any of these provisions as of December 29, 2024 and December 31, 2023, it could have been required to settle its obligations under the Swap Transactions at their termination value of $ 0.8 million.
−Removed: Non-Designated Hedges
−Removed: During the fourth quarter of 2024, the Company entered into foreign currency forward contracts to partially offset the foreign currency exchange gains and losses generated by the Brazilian Reais rate risk associated with the purchase price installment payments from the Brazil Sale Transaction.
−Removed: As of December 29, 2024, the Company had $ 184.6 million of outstanding notional amounts related to its foreign currency forward contracts.
−Removed: Subsequent to December 29, 2024, the outstanding notional amounts related to the Company’s foreign currency forward contracts decreased to $ 107.7 million following the collection of the first installment payment from the Brazil Sale Transaction.
−Removed: As of December 29, 2024, the Company has not posted any collateral related to the foreign currency forward contracts.
+Added: If the Company had breached any of these provisions as of December 28, 2025 and December 29, 2024, it could have been required to settle its obligations under the Swap Transactions at their
BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: The following table presents the fair value and classification of the Company’s foreign exchange forward contracts as of the period indicated:
−Removed: (dollars in thousands) CONSOLIDATED BALANCE SHEET CLASSIFICATION DECEMBER 29, 2024
−Removed: Foreign currency forward contracts - asset (1) Other current assets, net $ 304
−Removed: ____________________
−Removed: (1) See Note 15 - Fair Value Measurements for fair value discussion of the interest rate swaps.
−Removed: The following table summarizes the effects of the Company’s foreign exchange forward contracts on the Consolidated Statements of Operations and Comprehensive (Loss) Income for the period indicated:
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATION FISCAL YEAR
+Added: termination value of $ 0.3 million and $ 0.8 million, respectively.
+Added: As of December 28, 2025 and December 29, 2024, the Company has not posted any collateral related to the Swap Transactions.
+Added: Non-Designated Hedges
+Added: During the fourth quarter of 2024, the Company entered into foreign currency forward contracts to partially offset the foreign currency exchange gains and losses generated by the Brazilian Reais rate risk associated with the purchase price installment payments from the Brazil Sale Transaction.
+Added: As of December 29, 2024, the Company’s foreign exchange forward contracts were in an asset position and had a fair value of $ 0.3 million, classified within Other current assets, net, on the Company’s Consolidated Balance Sheet.
+Added: In connection with the proceeds received for the final installment related to the Brazil Sale Transaction, the Company’s foreign currency forward contracts matured during the thirteen weeks ended December 28, 2025 .
+Added: The following table summarizes the effects of the Company’s foreign exchange forward contracts on the Consolidated Statements of Operations and Comprehensive Income (Loss) for the period indicated:
+Added: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION FISCAL YEAR
(dollars in thousands) 2025 2024
−Removed: Gains on foreign currency forward contracts General and administrative $ 15,728
−Removed: The Company’s interest rate swaps and foreign currency forward contracts are subject to master netting arrangements.
−Removed: As of December 29, 2024, the Company elected not to offset derivative positions in the balance sheet with the same counterparty under the sam e agree ment.
+Added: (Loss) gain on foreign currency forward contracts (1) General and administrative $ ( 26,362 ) $ 15,728
+Added: ____________________
+Added: (1) For 2025, the loss on foreign currency forward contracts, which includes costs in connection with the forward contracts, is partially offset within General and administrative expense by foreign currency exchange gains of $ 17.0 million related to the installment receivable from the Brazil Sale Transaction.
The following table includes a detail of lease assets and liabilities included on the Company’s Consolidated Balance Sheets as of the periods indicated:
−Removed: (dollars in thousands) CONSOLIDATED BALANCE SHEET CLASSIFICATION DECEMBER 29, 2024 DECEMBER 31, 2023
+Added: (dollars in thousands) CONSOLIDATED BALANCE SHEETS CLASSIFICATION DECEMBER 28, 2025 DECEMBER 29, 2024
Operating lease right-of-use assets Operating lease right-of-use assets $ 979,270 $ 1,012,857
8 unchanged sentences
(1) Net of accumulated amortization of $ 5.4 million and $ 4.0 million as December 28, 2025 and December 29, 2024, respectively.
−Removed: Following is a summary of expenses and income related to leases recognized in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for the periods indicated:
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATION FISCAL YEAR
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: Following is a summary of expenses and income related to leases recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the periods indicated:
+Added: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION FISCAL YEAR
(dollars in thousands) 2025 2024 2023
7 unchanged sentences
________________
−Removed: (1) Excludes rent expense for office facilities and Company-owned closed or subleased properties of $ 14.3 million, $ 12.1 million and $ 11.9 million for 2024, 2023 and 2022, respectively, which is included in General and administrative expense.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: (1) Excludes rent expense for office facilities and closed or subleased properties of $ 13.4 million, $ 14.3 million and $ 12.1 million for 2025, 2024 and 2023, respectively, which is included in General and administrative expense.
As of December 28, 2025, future minimum lease payments and sublease revenues under non-cancelable leases are as follows:
10 unchanged sentences
____________________
−Removed: (1) Net of operating lease prepaid rent of $ 15.3 million.
−Removed: (2) Includes $ 988.4 million related to operating lease renewal options that are reasonably certain of exercise and excludes $ 172.4 million of signed operating leases that have not yet commenced.
+Added: (1) Net of prepaid rent of $ 3.4 million.
+Added: (2) Includes $ 945.6 million related to lease renewal options that are reasonably certain of exercise and excludes $ 38.1 million of signed leases that have not yet commenced.
The following table is a summary of the weighted average remaining lease terms and weighted average discount rates of the Company’s leases as of the periods indicated:
7 unchanged sentences
(1) Includes lease renewal options that are reasonably certain of exercise.
+Added: For finance leases, the decrease is primarily due to store closures during 2025.
(2) Based on the Company’s incremental borrowing rate at lease commencement or lease remeasurement.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The following table is a summary of cash flow impacts from the Company’s Consolidated Financial Statements related to its leases for the periods indicated:
2 unchanged sentences
Cash paid for amounts included in the measurement of operating lease liabilities $ 183,358 $ 184,969 $ 185,861
+Added: Leased assets obtained in exchange for new operating lease liabilities $ 57,211 $ 91,305 $ 74,539
+Added: Leased assets obtained in exchange for new finance lease liabilities $ 3,386 $ 4,038 $ 6,480
Fair Value Measurements
3 unchanged sentences
Short-term investments Cash and cash equivalents Level 1 $ 5,597 $ 11,868
−Removed: Short-term investments Restricted cash and cash equivalents Level 1 $ — $ 2,854
Interest rate swaps Other current assets, net Level 2 $ 208 $ —
2 unchanged sentences
Interest rate swaps Other long-term liabilities Level 2 $ 87 $ 255
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Fair value of each class of financial instruments is determined based on the following:
8 unchanged sentences
As of December 28, 2025 and December 29, 2024, the Company determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Fair Value Measurements on a Nonrecurring Basis - Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to property, fixtures and equipment, operating lease right-of-use assets, goodwill and other intangible assets, which are remeasured when carrying value exceeds fair value.
5 unchanged sentences
Property, fixtures and equipment (2) 27,325 31,931 17,096 22,540 4,623 30,202
+Added: Goodwill (3) — 28,188 — — — —
$ 50,688 $ 71,392 $ 31,149 $ 46,435 $ 8,680 $ 40,412
1 unchanged sentence
(1) Carrying values measured using discounted cash flow models (Level 3).
−Removed: (2) Carrying values measured using Level 2 inputs to estimate fair value totaled $ 1.2 million for 2024 and 2023.
+Added: (2) Carrying values measured using Level 2 inputs to estimate fair value totaled $ 7.8 million for 2025 and $ 1.2 million for 2024 and 2023.
All other assets were valued using Level 3 inputs.
Third-party market appraisals and executed sales contracts (Level 2) and discounted cash flow models (Level 3) were used to estimate the fair value.
−Removed: See Note 5 - Impairments and Exit Costs for information regarding impairment charges during 2024 and 2023.
+Added: (3) Carrying values measured using Level 3 inputs.
+Added: See Footnote 9 - Goodwill and Intangible Assets, Net for additional details.
+Added: See Note 5 - Impairments and Exit Costs for information regarding impairment charges.
Projected future cash flows, including discount rate and growth rate assumptions, are derived from current economic conditions, expectations of management and projected trends of current operating results.
4 unchanged sentences
In order to calculate the present value of those future cash flows, the Company discounts its cash flow estimates at its weighted-average cost of capital applicable to the country in which the measured assets reside.
−Removed: Unobservable inputs, including weighted average cost of capital of 12 %, were used in the Company’s Level 3 fair value measurements of Operating lease right-of-use assets and Property, fixtures and equipment for the impairment losses incurred during 2024.
Fair Value of Financial Instruments - The Company’s non-derivative financial instruments consist of cash equivalents, accounts receivable, accounts payable and long-term debt.
The fair values of cash equivalents, accounts receivable and accounts payable approximate their carrying amounts reported on its Consolidated Balance Sheets due to their short duration.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Debt is carried at amortized cost;
7 unchanged sentences
2029 Notes $ 300,000 $ 269,505 $ 300,000 $ 270,132
−Removed: Allowance for Expected Credit Losses
−Removed: The following table is a rollforward of the Company’s trade receivables allowance for expected credit losses for the periods indicated:
−Removed: (dollars in thousands) 2024 2023 2022
−Removed: Allowance for expected credit losses, beginning of the period $ 5,217 $ 5,369 $ 4,020
−Removed: Provision for expected credit losses — — 1,498
−Removed: Charge-off of accounts ( 1 ) ( 152 ) ( 149 )
−Removed: Allowance for expected credit losses, end of the period $ 5,216 $ 5,217 $ 5,369
−Removed: The Company is also exposed to credit losses from off-balance sheet lease guarantees primarily related to the divestiture of certain formerly Company-owned restaurant sites.
−Removed: See Note 18 - Commitments and Contingencies for details regarding these lease guarantees.
+Added: ________________
+Added: (1) On May 1, 2025, the 2025 Notes matured and were settled in cash.
+Added: See Note 11 - Convertible Senior Notes for additional details.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The following table presents the domestic and foreign components of (Loss) income before (benefit) provision for income taxes for the periods indicated:
18 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: Effective Income Tax Rate - The reconciliation of income taxes calculated at the United States federal tax statutory rate to the Company’s effective income tax rate is as follows for the periods indicated.
−Removed: Due to the pre-tax book loss for 2024, a positive percentage change for such year in the effective tax rate table reflects a favorable income tax benefit, whereas a negative percentage change in the effective tax rate table reflects an unfavorable income tax expense:
+Added: Effective Income Tax Rate - The reconciliation of income taxes calculated at the United States federal tax statutory rate to the Company’s effective income tax rate is as follows for the period indicated pursuant to the disclosure requirements of ASU No.
+Added: 2023-09 for the year ended December 28, 2025.
+Added: See Note 1 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements for additional details about the adoption of ASU No.
+Added: Due to the Loss before benefit for income taxes for 2025, a positive percentage change for such year in the effective tax rate table reflects a favorable income tax benefit, whereas a negative percentage change in the effective tax rate table reflects an unfavorable income tax expense:
+Added: (dollars in thousands) Amount %
+Added: Income tax benefit at federal statutory rate $ ( 1,720 ) 21.0 %
+Added: State and local income taxes net of federal tax benefit (1) 1,796 ( 21.9 )
+Added: Foreign tax effects:
+Added: Withholding taxes - royalties 2,488 ( 30.4 )
+Added: Withholding taxes - interest on final installment from Brazil sale transaction 2,260 ( 27.6 )
+Added: Withholding taxes - royalties 1,660 ( 20.3 )
+Added: Income tax impact of outside basis difference on equity method investment ( 861 ) 10.5
+Added: Foreign currency gains related to deferred installment 2,024 ( 24.7 )
+Added: Valuation allowance on deferred tax assets 958 ( 11.7 )
+Added: Foreign tax credits ( 2,260 ) 27.6
+Added: Other 230 ( 2.8 )
+Added: Various Foreign other 241 ( 2.9 )
+Added: Effect of changes in tax laws or rates enacted 655 ( 8.0 )
+Added: Effect of cross-border tax laws ( 881 ) 10.8
+Added: Employer related tax credits ( 44,796 ) 546.9
+Added: Foreign tax credits ( 4,552 ) 55.6
+Added: Other credits ( 26 ) 0.3
+Added: Non-taxable or non-deductible items:
+Added: FICA on certain tips 9,507 ( 116.1 )
+Added: Net officers' life insurance ( 828 ) 10.1
+Added: Non-controlling interest ( 1,048 ) 12.8
+Added: Goodwill impairment 5,919 ( 72.3 )
+Added: Stock-based compensation 1,160 ( 14.2 )
+Added: Executive compensation 1,026 ( 12.5 )
+Added: Meals & entertainment 779 ( 9.5 )
+Added: Other 250 ( 3.0 )
+Added: Changes in unrecognized tax benefits ( 316 ) 3.9
+Added: Other - net ( 364 ) 4.4
+Added: Income tax benefit and effective income tax rate $ ( 26,699 ) 326.0 %
________________
+Added: (1) Florida and Texas made up the majority (greater than 50%) of the tax effect in this category .
+Added: In the U.S., a restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”).
+Added: The level of FICA tax credits is primarily driven by U.S.
+Added: Restaurant sales and is not impacted by costs incurred that may reduce (Loss) income before (benefit) provision for income taxes.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: The Company has a blended federal and state statutory rate of approximately 26 %.
+Added: The effective income tax rate for 2025 differs from the blended federal and state statutory rate primarily due to the impact of the FICA tax credit relative to a low Loss before benefit for income taxes.
+Added: The following is a reconciliation of the United States federal income tax statutory rate to the Company’s effective income tax rate for the years ended December 29, 2024 and December 31, 2023, respectively, as previously disclosed and prior to the adoption of ASU No.
Income taxes at federal statutory rate 21.0 % 21.0 %
State and local income taxes, net of federal benefit ( 7.8 ) 3.8
−Removed: Non-deductible loss on 2025 Notes Partial Repurchases ( 49.5 ) — 21.4
+Added: Non-deductible loss on 2025 Notes Partial Repurchase ( 49.5 ) —
Net changes in deferred tax valuation allowances ( 5.3 ) ( 0.9 )
12 unchanged sentences
Total 20.6 % 8.0 %
−Removed: In the U.S., a restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”).
−Removed: The level of FICA tax credits is primarily driven by U.S.
−Removed: Restaurant sales and is not impacted by costs incurred that may reduce (Loss) income before (benefit) provision for income taxes.
−Removed: The net increase in the effective income tax rate in 2024 as compared to 2023 was primarily a result of the benefit of FICA tax credits on certain tipped wages, partially offset by the 2024 non-deductible losses associated with the Second 2025 Notes Partial Repurchase, relative to the 2024 pre-tax book loss.
−Removed: The net decrease in the effective income tax rate in 2023 as compared to 2022 was primarily a result of the non-deductible losses recorded during 2022 associated with the First 2025 Notes Partial Repurchase.
+Added: The net increase in the effective income tax rate in 2024 as compared to 2023 was primarily a result of the benefit of FICA tax credits on certain tipped wages, partially offset by the 2024 non-deductible losses associated with the 2025 Notes Partial Repurchase, relative to the 2024 Loss before benefit for income taxes.
The Company has a blended federal and state statutory rate of approximately 26 %.
−Removed: The effective income tax rate for 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.
+Added: The effective income tax rate for 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 2025 Notes Partial Repurchase, partially offset by the FICA tax credits on certain tipped wages, relative to the 2024 Loss before benefit for income taxes.
+Added: 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.
+Added: On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.
+Added: Certain provisions of OBBBA became effective during 2025, while other provisions will become effective in periods subsequent to 2025.
+Added: The Company has evaluated the provisions of OBBBA applicable to its operations and, based on its assessment as of December 28, 2025, has determined the impact on its consolidated financial statements to be immaterial.
+Added: The Company will continue to monitor developments and evaluate the effects of any additional guidance or interpretive regulations issued in connection with OBBBA.
BLOOMIN’ BRANDS, INC.
17 unchanged sentences
intangible asset basis differences ( 101,845 ) ( 100,227 )
−Removed: foreign outside basis differences ( 33,822 ) —
+Added: foreign outside basis difference on equity method investment (3) ( 8,143 ) ( 33,822 )
+Added: unrealized foreign exchange gain ( 866 ) —
Deferred income tax assets, net $ 215,684 $ 151,700
________________
+Added: (1) Federal tax credit carryforwards are presented net of certain liabilities for unrecognized tax benefits.
(2) As of December 28, 2025 and December 29, 2024, the Company maintained deferred tax liabilities for state income taxes on historical foreign earnings o f $ 0.1 million and $ 0.3 million, respectively.
+Added: (3) The decrease in the balance as of December 28, 2025 is primarily attributable to income taxes withheld on the proceeds received from the Brazil sale transaction during 2025.
As of December 28, 2025, valuation allowances against deferred tax assets in the U.S.
−Removed: and in certain foreign jurisdictions totaled $ 0.9 million and $ 12.8 million, respectively.
+Added: and in certain foreign jurisdictions totaled $ 1.4 million and $ 12.8 million, res pectively.
The Company will maintain the valuation allowances in each applicable tax jurisdiction until it determines it is more likely than not the deferred tax assets will be realized.
−Removed: The net change in the deferred tax valuation allowance in 2024 is primarily attributable to additional net operating loss carryforwards in certain foreign jurisdictions with full valuation allowances recorded that are available to the Company.
−Removed: In connection with the Brazil Sale Transaction, the Company no longer asserts that is it is indefinitely reinvested in its Brazil operations and has recorded a deferred tax liability of $ 33.8 million.
−Removed: The deferred tax liability is related to the financial statement carrying amount over the respective tax basis of the Company’s investment in the Brazil operations.
−Removed: Except for the Brazil operations, the Company has no t recorded a deferred tax liability on the financial statement carrying amount over the tax basis of its investments in foreign subsidiaries because the Company continues to assert that it is indefinitely reinvested in its underlying investments in foreign subsidiaries.
+Added: The net increase in the deferred tax valuation allowance in 2025 is primarily attributable to U.S.
+Added: foreign tax credits that the Company does not expect to realize.
+Added: As of December 28, 2025, the Company maintains a deferred tax liability of $ 8.1 million related to the financial statement carrying amount over the tax basis of the equity method investment in Brazil.
+Added: The Company has no t recorded a deferred tax liability on the financial statement carrying amount over the tax basis of its other investments in foreign subsidiaries because the Company continues to assert that it is indefinitely reinvested in its underlying investments in those foreign subsidiaries.
The determination of any unrecorded deferred tax liability on this amount is not practicable due to the uncertainty of how these investments would be recovered.
As of December 28, 2025, the Company did no t have aggregate undistributed foreign earnings from its consolidated foreign subsidiaries.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: Income Tax Payments - Following is a summary of income taxes paid by jurisdiction pursuant to the disclosure requirements of ASU No.
+Added: 2023-09 for the period presented:
+Added: (dollars in thousands) 2025
+Added: United States - Federal $ 4,500
+Added: United States - State and local $ 2,348
+Added: Brazil (1) $ 32,211
+Added: Total cash paid for income taxes, net of refunds $ 41,135
+Added: ________________
+Added: (1) Includes approximately $ 27.5 million of withholding taxes related to both installments of the Brazil sale transaction.
+Added: Following is a summary of income taxes paid prior to ASU No.
+Added: 2023-09 for the periods presented:
+Added: (dollars in thousands) 2024 2023
+Added: Cash paid for income taxes, net of refunds $ 21,084 $ 27,750
Tax Carryforwards - The amount and expiration dates of tax loss carryforwards and credit carryforwards as of December 28, 2025 are as follows:
3 unchanged sentences
Foreign credit carryforwards Indefinite $ 1,822
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
As of December 28, 2025, the Company had $ 251.7 million in general business tax credit carryforwards, which have a 20-year carryforward period and are utilized on a first-in, first-out basis.
11 unchanged sentences
Balance, end of the period $ 17,323
−Removed: The Company had approximately $ 0.7 million and $ 0.5 million accrued for the payment of interest and penalties as of December 29, 2024 and December 31, 2023, respectively.
+Added: The Company had approximately $ 0.7 million accrued for the payment of interest and penalties as of December 28, 2025 and December 29, 2024.
The Company recognized immaterial interest and penalties related to uncertain tax positions in the (Benefit) provision for income taxes, for all periods presented.
−Removed: In many cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by relevant taxable authorities.
−Removed: Based on the outcome of these examinations, or a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related recorded unrecognized tax benefits for tax positions taken on previously filed tax returns will change by approximately $ 0.5 million to $ 1.0 million within the next 12 months.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
Open Tax Years - Following is a summary of the open audit years by jurisdiction as of December 28, 2025:
7 unchanged sentences
The present value of these potential payments discounted at the Company’s incremental borrowing rate as of December 28, 2025 was approximately $ 8.8 million.
−Removed: In the event of default, the indemnity clauses in the Company’s purchase and sale agreements govern its ability to pursue and recover damages incurred.
−Removed: As of December 29, 2024 and December 31, 2023, the Company’s recorded contingent lease liability was $ 1.6 million and $ 5.3 million, respectively.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: In the event of default on certain guarantees, the indemnity clauses in the Company’s purchase and sale agreements govern its ability to pursue and potentially recover damages incurred.
+Added: As of December 28, 2025 and December 29, 2024, the Company’s recorded contingent lease liability was $ 1.6 million.
Purchase Obligations - Purchase obligations were $ 159.6 million and $ 168.5 million as of December 28, 2025 and December 29, 2024, respectively.
These purchase obligations are primarily due within three years , however commitments with various vendors extend through December 2034.
−Removed: Outstanding commitments consist primarily of inventory, technology, store-level services and fixtures and equipment.
−Removed: In 2024, the Company purchased more than 90 % of its U.S.
−Removed: beef raw materials from four beef suppliers that represent a significant portion of the total beef marketplace in the U.S.
+Added: Outstanding commitments consist primarily of inventory, technology, marketing, store-level services and fixtures and equipment.
+Added: In 2025, the Company purchased more than 80 % of its beef raw materials from four beef suppliers that represent a significant portion of the total beef marketplace.
Litigation and Other Matters - The Company is subject to legal proceedings, claims and liabilities, such as liquor liability, slip and fall cases, wage and hour and other employment-related litigation, which arise in the ordinary course of business.
3 unchanged sentences
The Company’s legal proceedings range from cases brought by a single plaintiff to threatened class actions with many putative class members.
−Removed: While some matters pending against the Company specify the damages claimed by the plaintiff or class, many seek unspecified amounts or are at very early stages of the legal process.
+Added: While some matters pending against the Company specify the damages claimed by the plaintiff or class, others may seek unspecified amounts or are at very early stages of the legal process.
Even when the amount of damages claimed against the Company are stated, the claimed amount may be exaggerated, unsupported or unrelated to possible outcomes, and as such, are not meaningful indicators of the Company’s potential liability or financial exposure.
6 unchanged sentences
However, it is possible that the Company’s business, results of operations, liquidity or financial condition could be materially affected in a particular future reporting period by the unfavorable resolution of one or more matters or contingencies during such period.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
In recent years, certain subsidiaries of the Company were named in collective actions alleging violations of the Fair Labor Standards Act and state wage and hour laws.
1 unchanged sentence
While the Company believes that additional losses beyond these accruals are reasonably possible, it cannot estimate a possible loss contingency or range of reasonably possible loss contingencies beyond these accruals.
−Removed: During 2024, 2023 and 2022, the Company recognized $( 0.9 ) million, $( 0.2 ) million and $ 9.4 million, respectively, in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for certain legal reserves and settlements.
+Added: During 2025, 2024 and 2023, the Company recognized $ 3.0 million, $( 0.9 ) million and $( 0.2 ) million, respectively, in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for certain legal reserves and settlements.
+Added: Legal fees are recognized as incurred and are reported in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).
Insurance - As of December 28, 2025, the future undiscounted payments the Company expects for workers’ compensation, general liability and health insurance claims are as follows:
1 unchanged sentence
Undiscounted payments $ 23,079 $ 15,233 $ 11,896 $ 7,262 $ 3,950 $ 8,771 $ 70,191
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The following is a reconciliation of the expected aggregate undiscounted reserves to the discounted reserves for insurance claims recognized on the Company’s Consolidated Balance Sheets as of the periods indicated:
12 unchanged sentences
restaurant concepts and its international franchise business as operating segments, which reflects how the Company manages its business, reviews operating performance and allocates resources.
−Removed: All other operating segments, which include the Company’s operations in Hong Kong and China do not meet the quantitative thresholds for determining reportable operating segments.
+Added: All other operating segments, which include the Company’s operations in Hong Kong and the equity method investment in Brazil, do not meet the quantitative thresholds for determining reportable operating segments.
Resources are allocated and performance is assessed by the Company’s Chief Executive Officer, whom the Company has determined to be its CODM.
5 unchanged sentences
are included in the international franchise segment.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The following is a summary of reportable segments:
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Segment accounting policies are the same as those described in Note 1 - Summary of Significant Accounting Policies .
−Removed: Revenues for all segments include only transactions with customers and exclude intersegment revenues.
+Added: Revenues for all segments include transactions with customers and royalties from franchisees.
+Added: 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 segment, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses.
−Removed: Operating income is utilized by the Company’s CODM as the primary segment profit or loss measure.
−Removed: The Company’s CODM utilizes the segment profit or loss measures to manage the business, review operating performance and allocate resources.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
+Added: 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.
The following table is a summary of revenues by segment for the periods indicated:
5 unchanged sentences
Total revenues $ 3,955,996 $ 3,950,475 $ 4,168,160
−Removed: ____________________
−Removed: (1) Includes revenues related to the Company’s Hong Kong and China subsidiaries.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The following table presents segment operating income and significant segment expense information for the periods indicated:
18 unchanged sentences
_________________
−Removed: (1) Includes depreciation and amortization, general and administrative and impairment expense.
−Removed: (2) Includes amortization and general and administrative expense.
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: The following table is a reconciliation of segment income from operations to (Loss) income before (benefit) provision for income taxes for the periods indicated:
+Added: (1) Includes depreciation and amortization and general and administrative expense.
+Added: segment also includes impairment expense.
+Added: The following table is a reconciliation of segment income from operations to Income (loss) before (benefit) provision for income taxes for the periods indicated:
(dollars in thousands) 2025 2024 2023
1 unchanged sentence
Unallocated corporate operating expense ( 175,536 ) ( 130,769 ) ( 134,057 )
−Removed: Other (loss) income from operations (1) ( 17,434 ) 85 ( 3,157 )
+Added: Other income (loss) from operations 2,254 ( 17,434 ) 85
Total income from operations 37,163 139,808 282,769
Loss on extinguishment of debt — ( 136,022 ) —
−Removed: Loss on fair value adjustment of derivatives, net — — ( 17,685 )
Interest expense, net ( 45,354 ) ( 62,593 ) ( 51,582 )
(Loss) income before (benefit) provision for income taxes $ ( 8,191 ) $ ( 58,807 ) $ 231,187
−Removed: ____________________
−Removed: (1) Includes net (loss) income from operations related to the Company’s Hong Kong and China subsidiaries.
+Added: BLOOMIN’ BRANDS, INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
The following table is a summary of Depreciation and amortization expense by segment for the periods indicated:
13 unchanged sentences
Other 31 734 612
−Removed: Discontinued operations 37,323 44,930 27,790
Total capital expenditures $ 179,924 $ 220,737 $ 282,229
8 unchanged sentences
Total assets $ 3,171,907 $ 3,384,805
−Removed: BLOOMIN’ BRANDS, INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
−Removed: Geographic areas — International assets are defined as assets residing in a country other than the U.S.
−Removed: The following table details long-lived assets, excluding goodwill, operating lease right-of-use assets, intangible assets and deferred tax assets, by major geographic area as of the period s indicated:
+Added: _________________
+Added: (1) Includes the Company’s equity method investment in Brazil.
+Added: Geographic areas — The following table details long-lived assets, excluding goodwill, operating lease right-of-use assets, intangible assets and deferred tax assets, by major geographic area as of the period s indicated:
(dollars in thousands) DECEMBER 28, 2025 DECEMBER 29, 2024
2 unchanged sentences
Total long-lived assets $ 1,087,905 $ 1,022,992
−Removed: Selected Quarterly Financial Data (Unaudited)
−Removed: 2024 FISCAL QUARTERS FISCAL YEAR 2024
−Removed: (dollars in thousands, except per share data) FIRST (1) SECOND (1) THIRD (1) FOURTH (1)
−Removed: Total revenues $ 1,069,073 $ 999,369 $ 910,013 $ 972,020 $ 3,950,475
−Removed: Income from operations 70,917 44,052 8,642 16,197 139,808
−Removed: Net (loss) income from continuing operations ( 85,198 ) 25,976 ( 36 ) 12,585 ( 46,673 )
−Removed: Net (loss) income from continuing operations attributable to Bloomin’ Brands ( 86,780 ) 24,748 ( 665 ) 10,661 ( 52,036 )
−Removed: (Loss) earnings per share from continuing operations:
−Removed: Basic $ ( 1.00 ) $ 0.29 $ ( 0.01 ) $ 0.13 $ ( 0.61 )
−Removed: Diluted $ ( 1.00 ) $ 0.28 $ ( 0.01 ) $ 0.12 $ ( 0.61 )
−Removed: 2023 FISCAL QUARTERS FISCAL YEAR 2023
−Removed: (dollars in thousands, except per share data) FIRST SECOND THIRD FOURTH (2)
−Removed: Total revenues $ 1,122,066 $ 1,032,755 $ 941,625 $ 1,071,714 $ 4,168,160
−Removed: Income from operations 107,132 78,741 47,296 49,600 282,769
−Removed: Net income from continuing operations 81,989 60,270 32,502 38,024 212,785
−Removed: Net income from continuing attributable to Bloomin’ Brands 79,872 58,545 31,599 35,741 205,757
−Removed: Earnings per share from continuing operations:
−Removed: Basic $ 0.90 $ 0.66 $ 0.36 $ 0.41 $ 2.36
−Removed: Diluted $ 0.81 $ 0.60 $ 0.32 $ 0.37 $ 2.13
_________________
−Removed: (1) Income from operations in the first, second, third and fourth quarters include expense of $ 13.0 million, $ 16.2 million, $ 5.1 million and $ 30.6 million, respectively, primarily related to asset impairment, closure costs and severance in connection with the 2023 Restaurant Closures, the closure of nine Hong Kong restaurants and the Q4 2024 Restaurant Impairment.
−Removed: Net loss in the first quarter includes losses in connection with the Second 2025 Notes Partial Repurchase.
−Removed: (2) Total revenues includes $ 83.5 million for the 53rd week.
−Removed: Income from operations includes expense of $ 32.4 million, primarily related to asset impairments, closure costs and severance partially offset by lease remeasurement gains in connection with the 2023 Restaurant Closures.
−Removed: Includes $ 0.15 of additional diluted earnings per share from a 53 rd opera ting week.
+Added: (1) Includes the Company’s equity method investment in Brazil.
BLOOMIN’ BRANDS, INC.
1 unchanged sentence
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.