Bloomin' Brands, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL INFORMATION PAGE NO. Management’s Annual Report on Internal Control over Financial Reporting 57 Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 58 Consolidated Balance Sheets — December 28, 2025 and December 29, 2024 62 Consolidated Statements of Operations and Comprehensive Income (Loss) — For Fiscal Years 202 5 , 202 4 and 20 23 63 Consolidated Statements of Changes in Stockholders’ Equity — For Fiscal Years 202 5 , 202 4 and 20 23 64 Consolidated Statements of Cash Flows — For Fiscal Years 202 5 , 202 4 and 20 23 66 Notes to Consolidated Financial Statements 68 56 Table of Contents BLOOMIN’ BRANDS, INC. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of our internal control over financial reporting as of December 28, 2025 using the criteria described in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (“COSO”). Based upon our evaluation, management concluded that our internal control over financial reporting was effective as of December 28, 2025. The effectiveness of our internal control over financial reporting as of December 28, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein. 57 Table of Contents BLOOMIN’ BRANDS, INC. Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Bloomin’ Brands, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Bloomin’ Brands, Inc. 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). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 28, 2025 and December 29, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting 58 Table of Contents BLOOMIN’ BRANDS, INC. includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters 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. 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 As described in Notes 1 and 17 to the consolidated financial statements, the Company’s consolidated discounted insurance reserves balance was $64.5 million as of December 28, 2025. The Company carries insurance programs with specific retention levels or high per-claim deductibles for a significant portion of expected losses under its workers’ compensation, general or liquor liability, health, property and management liability insurance programs. The Company records a liability for all unresolved claims and for an estimate of incurred but not reported claims at the anticipated cost that falls below its specified retention levels or per-claim deductible amounts. In establishing reserves, management considers certain actuarial assumptions and judgments regarding economic conditions, and the frequency and severity of claims. 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. 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. 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. 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. 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. Professionals with specialized skill 59 Table of Contents BLOOMIN’ BRANDS, INC. 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. Annual and Interim Goodwill Impairment Analyses – Outback Steakhouse and Bonefish Grill Reporting Units 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. 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. 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. During the thirteen weeks ended June 29, 2025, management performed a quantitative annual impairment analysis (the “Q2 analysis”). During the thirteen weeks ended December 28, 2025, management identified a triggering event and performed an interim quantitative impairment analysis (the “Q4 analysis”). 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. Fair value determinations require considerable judgment by management and are sensitive to changes in underlying assumptions, estimates, and market factors. 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. The Q2 analysis for goodwill indicated that all reporting units had fair values that exceeded their carrying values. The Q4 analysis for goodwill indicated that all reporting units except Bonefish Grill had fair values that exceeded their carrying values. 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. 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. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. 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. 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. 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. 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. Annual and Interim Indefinite-Lived Intangible Asset Impairment Analyses – Outback Steakhouse Indefinite-Lived Trade Name 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. Indefinite-lived intangible assets are tested for impairment annually, as 60 Table of Contents BLOOMIN’ BRANDS, INC. 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. 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. During the thirteen weeks ended June 29, 2025, management performed a quantitative annual impairment analysis (the “Q2 analysis”). During the thirteen weeks ended December 28, 2025, management identified a triggering event and performed an interim quantitative impairment analysis (the “Q4 analysis”). 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. The Q2 analysis and Q4 analysis for indefinite-lived intangible assets indicated that all trade names had fair values exceeding their carrying values. 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. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. 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. 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. 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. 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 Tampa, Florida February 25, 2026 We have served as the Company’s audit or since 1998. 61 Table of Contents BLOOMIN’ BRANDS, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) DECEMBER 28, 2025 DECEMBER 29, 2024 ASSETS Current assets Cash and cash equivalents $ 59,461 $ 70,056 Inventories 61,486 68,699 Other current assets, net 148,691 158,775 Current assets of discontinued operations held for sale — 22,989 Total current assets 269,638 320,519 Property, fixtures and equipment, net 912,645 948,521 Operating lease right-of-use assets 979,270 1,012,857 Goodwill 185,135 213,323 Intangible assets, net 425,266 429,091 Deferred income tax assets, net 224,693 185,522 Equity method investment 63,967 — Other assets, net 111,293 74,471 Non-current assets of discontinued operations held for sale — 200,501 Total assets $ 3,171,907 $ 3,384,805 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 138,189 $ 153,161 Current operating lease liabilities 176,268 158,806 Accrued and other current liabilities 186,256 178,314 Unearned revenue 377,933 374,099 Current liabilities of discontinued operations held for sale — 87,956 Total current liabilities 878,646 952,336 Non-current operating lease liabilities 1,046,380 1,088,518 Deferred income tax liabilities, net 9,009 33,822 Long-term debt, net 787,425 1,027,398 Other long-term liabilities, net 113,282 93,420 Non-current liabilities of discontinued operations held for sale — 49,865 Total liabilities 2,834,742 3,245,359 Commitments and contingencies (Note 17) Stockholders’ equity Bloomin’ Brands stockholders’ equity Preferred stock, $ 0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of December 28, 2025 and December 29, 2024 — — Common stock, $ 0.01 par value, 475,000,000 shares authorized; 85,221,767 and 84,854,768 shares issued and outstanding as of December 28, 2025 and December 29, 2024, respectively 852 849 Additional paid-in capital 1,241,239 1,273,288 Accumulated deficit ( 917,597 ) ( 925,834 ) Accumulated other comprehensive income (loss) 9,108 ( 212,793 ) Total Bloomin’ Brands stockholders’ equity 333,602 135,510 Noncontrolling interests 3,563 3,936 Total stockholders’ equity 337,165 139,446 Total liabilities and stockholders’ equity $ 3,171,907 $ 3,384,805 The accompanying notes are an integral part of these consolidated financial statements. 62 Table of Contents BLOOMIN’ BRANDS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (IN THOUSANDS, EXCEPT PER SHARE DATA) FISCAL YEAR 2025 2024 2023 Revenues Restaurant sales $ 3,884,234 $ 3,866,344 $ 4,077,789 Franchise and other revenues 71,762 84,131 90,371 Total revenues 3,955,996 3,950,475 4,168,160 Costs and expenses Food and beverage 1,177,303 1,147,859 1,240,485 Labor and other related 1,237,978 1,202,520 1,219,839 Other restaurant operating 1,014,151 1,001,034 988,668 Depreciation and amortization 177,680 175,580 169,266 General and administrative 238,396 219,383 233,559 Provision for impaired assets and restaurant closings 45,137 64,291 33,574 Goodwill impairment 28,188 — — Total costs and expenses 3,918,833 3,810,667 3,885,391 Income from operations 37,163 139,808 282,769 Loss on extinguishment of debt — ( 136,022 ) — Interest expense, net ( 45,354 ) ( 62,593 ) ( 51,582 ) (Loss) income before (benefit) provision for income taxes ( 8,191 ) ( 58,807 ) 231,187 (Benefit) provision for income taxes ( 26,699 ) ( 12,134 ) 18,402 Loss from equity method investment, net of tax ( 4,742 ) — — Net income (loss) from continuing operations 13,766 ( 46,673 ) 212,785 (Loss) income from discontinued operations, net of tax ( 537 ) ( 75,982 ) 41,629 Net income (loss) 13,229 ( 122,655 ) 254,414 Less: net income attributable to noncontrolling interests 4,992 5,363 7,028 Net income (loss) attributable to Bloomin’ Brands $ 8,237 $ ( 128,018 ) $ 247,386 Net income (loss) $ 13,229 $ ( 122,655 ) $ 254,414 Other comprehensive income (loss): Foreign currency translation, net of reclassification adjustments 3,886 ( 34,483 ) 7,622 Reclassification of foreign currency translation adjustments into earnings due to sale of business 217,548 — — Net gain (loss) on derivatives, net of tax 467 ( 6 ) ( 615 ) Comprehensive income (loss) 235,130 ( 157,144 ) 261,421 Less: comprehensive income attributable to noncontrolling interests 4,992 5,363 7,028 Comprehensive income (loss) attributable to Bloomin’ Brands $ 230,138 $ ( 162,507 ) $ 254,393 Basic earnings (loss) per share: Continuing operations $ 0.10 $ ( 0.61 ) $ 2.36 Discontinued operations ( 0.01 ) ( 0.88 ) 0.48 Net basic earnings (loss) per share $ 0.10 $ ( 1.49 ) $ 2.84 Diluted earnings (loss) per share: Continuing operations $ 0.10 $ ( 0.61 ) $ 2.13 Discontinued operations ( 0.01 ) ( 0.88 ) 0.43 Net diluted earnings (loss) per share $ 0.10 $ ( 1.49 ) $ 2.56 Weighted average common shares outstanding: Basic 85,062 85,905 87,230 Diluted 85,307 85,905 96,453 The accompanying notes are an integral part of these consolidated financial statements. Amounts may not add due to rounding. 63 Table of Contents BLOOMIN’ BRANDS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (IN THOUSANDS, EXCEPT PER SHARE DATA) BLOOMIN’ BRANDS, INC. COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUM- ULATED DEFICIT ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME NON-CONTROLLING INTERESTS TOTAL SHARES AMOUNT Balance, December 25, 2022 87,696 $ 877 $ 1,161,912 $ ( 706,109 ) $ ( 185,311 ) $ 2,540 $ 273,909 Net income — — — 247,386 — 7,028 254,414 Other comprehensive income, net of tax — — — — 7,007 — 7,007 Cash dividends declared, $ 0.96 per common share — — ( 83,742 ) — — — ( 83,742 ) Repurchase and retirement of common stock, including excise tax of $ 136 ( 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 Distributions to noncontrolling interests — — — — — ( 8,684 ) ( 8,684 ) Contributions from noncontrolling interests — — — — — 1,997 1,997 Balance, December 31, 2023 86,969 $ 870 $ 1,115,387 $ ( 528,831 ) $ ( 178,304 ) $ 2,881 $ 412,003 Net (loss) income — — — ( 128,018 ) — 5,363 ( 122,655 ) Other comprehensive loss, net of tax — — — — ( 34,489 ) — ( 34,489 ) Cash dividends declared, $ 0.96 per common share — — ( 82,574 ) — — — ( 82,574 ) Repurchase and retirement of common stock, including excise tax of $ 325 ( 10,073 ) ( 100 ) ( 5,681 ) ( 260,642 ) — — ( 266,423 ) Stock-based compensation — — 7,484 — — — 7,484 Common stock issued under stock plans (1) 759 8 ( 1,736 ) — — — ( 1,728 ) Distributions to noncontrolling interests — — — — — ( 7,113 ) ( 7,113 ) Contributions from noncontrolling interests — — — — — 2,805 2,805 Issuance of common stock from repurchase of convertible senior notes 7,489 74 216,078 — — — 216,152 Retirement of convertible senior note hedges ( 289 ) ( 3 ) 126,543 ( 8,343 ) — — 118,197 Retirement of warrants — — ( 102,213 ) — — — ( 102,213 ) Balance, December 29, 2024 84,855 $ 849 $ 1,273,288 $ ( 925,834 ) $ ( 212,793 ) $ 3,936 $ 139,446 (CONTINUED...) 64 Table of Contents BLOOMIN’ BRANDS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (IN THOUSANDS, EXCEPT PER SHARE DATA) BLOOMIN’ BRANDS, INC. COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUM- ULATED DEFICIT ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME NON-CONTROLLING INTERESTS TOTAL SHARES AMOUNT ADDITIONAL PAID-IN CAPITAL ACCUM- ULATED DEFICIT ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME NON-CONTROLLING INTERESTS TOTAL Balance, December 29, 2024 84,855 $ 849 $ 1,273,288 $ ( 925,834 ) $ ( 212,793 ) $ 3,936 $ 139,446 Net income — — — 8,237 — 4,992 13,229 Other comprehensive income, net of tax — — — — 221,901 — 221,901 Cash dividends declared, $ 0.45 per common share — — ( 38,266 ) — — — ( 38,266 ) Stock-based compensation — — 7,780 — — — 7,780 Common stock issued under stock plans (1) 367 3 ( 1,164 ) — — — ( 1,161 ) Distributions to noncontrolling interests — — — — — ( 6,741 ) ( 6,741 ) Contributions from noncontrolling interests — — — — — 1,376 1,376 Retirement of warrants — — ( 399 ) — — — ( 399 ) Balance, December 28, 2025 85,222 $ 852 $ 1,241,239 $ ( 917,597 ) $ 9,108 $ 3,563 $ 337,165 ________________ (1) Net of shares withheld for employee taxes. The accompanying notes are an integral part of these consolidated financial statements. 65 Table of Contents BLOOMIN’ BRANDS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) FISCAL YEAR 2025 2024 2023 Cash flows provided by operating activities: Net income (loss) $ 13,229 $ ( 122,655 ) $ 254,414 (Loss) income from discontinued operations, net of tax ( 537 ) ( 75,982 ) 41,629 Net income (loss) from continuing operations 13,766 ( 46,673 ) 212,785 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 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 Goodwill impairment 28,188 — — Stock-based compensation expense 7,780 7,484 11,690 Deferred income tax benefit ( 38,163 ) ( 30,337 ) ( 8,411 ) Loss on extinguishment of debt — 136,022 — Loss (gain) on foreign currency forward contracts 26,362 ( 15,728 ) — Loss from equity method investment, net of tax 4,742 — — Foreign currency translation gain on installment receivable from sale of business ( 17,033 ) — — Other, net 673 ( 723 ) ( 864 ) Change in assets and liabilities: Decrease (increase) in inventories 6,443 ( 7,484 ) 2,797 (Increase) decrease in other current assets ( 16,060 ) ( 43,170 ) 10,511 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 Increase (decrease) in unearned revenue 3,834 ( 6,059 ) ( 13,009 ) Increase (decrease) in operating lease liabilities 3,709 ( 11,096 ) ( 9,525 ) 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 Net cash provided by operating activities of discontinued operations 748 12,132 78,255 Net cash provided by operating activities $ 276,694 $ 228,132 $ 532,421 Cash flows provided by (used in) investing activities: Proceeds from disposal of property, fixtures and equipment $ 381 $ 5,735 $ 2,515 Proceeds received from company-owned life insurance — — 3,460 Capital expenditures ( 179,924 ) ( 220,737 ) ( 282,229 ) (Payments on) proceeds from foreign currency forward contracts ( 25,704 ) 15,070 — Cash received from sale, net of tax withheld and cash left in business 207,628 — — Other investments, net 1,356 650 1,174 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 ) Net cash provided by (used in) investing activities $ 2,114 $ ( 239,026 ) $ ( 317,106 ) (CONTINUED...) 66 Table of Contents BLOOMIN’ BRANDS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) FISCAL YEAR 2025 2024 2023 Cash flows used in financing activities: Proceeds from borrowings on revolving credit facilities $ 1,260,000 $ 2,265,000 $ 1,079,000 Repayments of borrowings on revolving credit facilities ( 1,480,000 ) ( 1,936,000 ) ( 1,128,000 ) Financing fees — ( 8,985 ) — Repayments of finance lease obligations ( 3,010 ) ( 1,777 ) ( 1,593 ) Principal settlements and repurchase of convertible senior notes ( 20,724 ) ( 2,335 ) ( 214 ) Proceeds from retirement of convertible senior note hedges — 118,197 — Payments for retirement of warrants ( 399 ) ( 102,213 ) — (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 Repurchase of common stock — ( 265,695 ) ( 70,847 ) Cash dividends paid on common stock ( 38,266 ) ( 82,574 ) ( 83,742 ) Other ( 100 ) ( 100 ) ( 100 ) Net cash used in financing activities of continuing operations ( 289,025 ) ( 22,518 ) ( 186,856 ) Net cash used in financing activities of discontinued operations ( 65 ) ( 990 ) ( 269 ) Net cash used in financing activities ( 289,090 ) ( 23,508 ) ( 187,125 ) Effect of exchange rate changes on cash and cash equivalents ( 313 ) ( 9,915 ) 1,448 Net (decrease) increase in cash and cash equivalents ( 10,595 ) ( 44,317 ) 29,638 Cash and cash equivalents as of the beginning of the period 70,056 114,373 84,735 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 Supplemental disclosures of non-cash activities: Capital expenditures included in current liabilities $ 13,474 $ 29,616 $ 38,515 Shares issued on settlement of convertible senior notes $ — $ 216,152 $ — Shares received and retired on exercise of call option under bond hedge upon settlement of convertible senior notes $ — $ ( 8,346 ) $ — The accompanying notes are an integral part of these consolidated fina ncial statements. 67 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 1. Summary of Significant Accounting Policies 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. OSI Restaurant Partners, LLC (“OSI”) is the Company’s primary operating entity. The Company owns and operates casual, polished casual and fine dining restaurants. The Company’s restaurant portfolio includes Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar. Additional Outback Steakhouse, Carrabba’s Italian Grill and Bonefish Grill restaurants 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. Principles of Consolidation - All intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates variable interest entities where it has been determined that the Company is the primary beneficiary of those entities’ operations. 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. 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. 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. 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. 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. In a 52-week fiscal year, each quarterly period is comprised of 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter. Fiscal years 2025 and 2024 consisted of 52 weeks and fiscal year 2023 consisted of 53 weeks. 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. 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. 68 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Accounts Receivable - Accounts receivable, net of allowance for credit losses, represents the estimated net realizable value. The Company’s primary accounts receivable are due from third-party gift card sales, vendor rebates and franchisees. 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. In instances where there is no established loss history, S&P speculative-grade default rates are utilized as an estimated expected credit loss rate. Receivables are written off when they are deemed uncollectible. 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. Contingent Lease Liabilities - The Company assigns its interest, and is contingently liable, under certain real estate leases, primarily related to divested restaurant properties. 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. 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. Gift card, vendor and other receivables consist primarily of amounts due from gift card resellers and vendor rebates. The Company considers the concentration of credit risk for gift card, vendor and other receivables to be minimal due to the payment histories and general financial condition of its gift card resellers and vendors. Amounts due from franchisees consist of initial franchise fees, royalty income and advertising fees. Financial instruments that potentially subject the Company to concentrations of counterparty risk are cash and cash equivalents and derivatives. The Company attempts to limit its counterparty risk by investing in certificates of deposit, money market funds, noninterest-bearing accounts and other highly rated investments. Whenever possible, the Company selects investment grade counterparties and rated money market funds in order to mitigate its counterparty risk. At times, cash balances may be in excess of FDIC insurance limits. 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. 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. Fair value is categorized into one of the following three levels based on the lowest level of significant input: Level 1 Unadjusted quoted market prices in active markets for identical assets or liabilities Level 2 Observable inputs available at measurement date other than quoted prices included in Level 1 Level 3 Unobservable inputs that cannot be corroborated by observable market data Inventories - Inventories consist of food and beverages and are stated at the lower of cost (first-in, first-out) or net realizable value. 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. 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. 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. 69 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Property, Fixtures and Equipment - Property, fixtures and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful life of the assets. Estimated useful lives by major asset category are generally as follows: Buildings (1) 5 to 30 years Furniture and fixtures 5 to 7 years Equipment 2 to 7 years Computer equipment and software 2 to 7 years ____________________ (1) Includes improvements to leased properties which are depreciated over the shorter of their useful life or reasonably certain lease term, including reasonably certain renewal periods. 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. 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: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Depreciation expense $ 173,855 $ 171,755 $ 165,190 Repair and maintenance expense $ 117,437 $ 113,245 $ 114,768 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. Internal costs of $ 4.0 million and $ 5.3 million were capitalized during 2025 and 2024, respectively. For 2025 and 2024, computer equipment and software costs of $ 13.9 million and $ 8.1 million, respectively, were capitalized. 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. 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. 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. The Company’s indefinite-lived intangible assets consist of trade names recorded at fair value as of the date of acquisition. 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. 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. 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. The carrying value of the reporting 70 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 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. 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. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. If the derivative qualifies for hedge accounting treatment, any gain or loss on the derivative instrument is recognized in equity as a change to Accumulated other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Unrealized gains or losses on the Company’s interest rate swaps are reclassified to Interest expense, net as interest payments are made on the hedged portion of the Company’s revolving credit facility. The Company has elected to record cash flows from interest rate swaps within operating activities, the same category as the items being hedged, in its Consolidated Statements of Cash Flows. The Company has elected not to offset derivative positions in the balance sheet with the same counterparty under the same agreement. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements, foreign currency exchange rate movements, changes in energy prices and other identified risks. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. 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. During November 2025, the Company received the final installment payment from the Brazil Sale Transaction and the foreign currency forward contracts matured. 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. 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. 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. 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. The costs of purchasing transferable liquor licenses through 71 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 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. Insurance Reserves - The Company carries insurance programs with specific retention levels or high per-claim deductibles for a significant portion of expected losses under its workers’ compensation, general or liquor liability, health, property and management liability insurance programs. The Company records a liability for all unresolved claims and for an estimate of incurred but not reported claims at the anticipated cost that falls below its specified retention levels or per-claim deductible amounts. In establishing reserves, the Company considers actuarial assumptions and judgments regarding economic conditions, and the frequency and severity of claims. 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. Share Repurchase - The par value of the repurchased shares is deducted from common stock and the excess of the purchase price over the par value of the shares, including broker commissions, certain transaction related costs and excises taxes, are recorded to Accumulated deficit. All shares of common stock acquired through share repurchase programs are retired and restored to authorized but unissued shares of common stock. The Company has elected to record excise taxes in connection with share repurchases within operating activities in its Consolidated Statements of Cash Flows. Revenue Recognition - The Company records food and beverage revenues, net of discounts and taxes, upon delivery to the customer. Franchise-related revenues are included in Franchise and other revenues in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Royalties are recognized as revenue in the period in which they are earned provided collectability is reasonably assured. 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. Initial franchise and renewal fees are recognized over the term of the franchise agreement and renewal period, respectively. The weighted average remaining term of franchise agreements and renewal periods was approximately 11 years as of December 28, 2025. 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. 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. 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. 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. The Company maintains a customer loyalty program in the U.S., Dine Rewards, where customers earn a reward after attaining qualified spend amounts. 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. Revenue is recorded upon redemption and breakage for unredeemed rewards is recorded proportional to historical redemption patterns. 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. 72 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 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. The Company leases restaurant and office facilities and certain equipment under operating leases primarily having initial terms between 1 and 20 years. 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. 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. 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. 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. 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. 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. 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. The evaluation is performed at the lowest level of identifiable cash flows independent of other assets. For long-lived assets deployed at its restaurants, the Company reviews for impairment at the individual restaurant level. When evaluating for impairment, the total future undiscounted cash flows expected to be generated by the asset are compared to the carrying amount. If the total future undiscounted cash flows of the asset are less than its carrying amount, recoverability is measured by comparing the fair value of the assets to the carrying amount. An impairment loss is recognized in earnings when the asset’s carrying value exceeds its fair value. Fair value is generally estimated using a discounted cash flow model. 73 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Restaurant closure costs, including lease termination fees, are expensed as incurred. For U.S. restaurant facility leases executed subsequent to the adoption of ASC 842, the Company accounts for fixed lease and non-lease components as a single lease component included within the lease liability at least commencement. For all leases executed prior to such date, when the Company ceases using the property rights under a non-cancelable operating lease, it records a liability for the net present value of any remaining non-rent lease-related obligations, less the estimated subtenant cost recovery that can reasonably be obtained for the property. 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. 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. Assets and liabilities classified as held for sale are presented separately within the Consolidated Balance Sheets at the lower of its carrying value or fair value less costs to sell. Depreciation of property, plant and equipment and amortization of intangible and right-of-use assets are not recorded while these assets are classified as held for sale. 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. 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. 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. 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. 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. 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. 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. 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 74 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued the 2025 Notes upon conversion in cash and any excess in shares. 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. operations and equity method investments, the functional currency is the local currency. Foreign currency denominated assets and liabilities are translated into U.S. 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. 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. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in the tax rate is recognized within income in the period that includes the enactment date of the rate change. A valuation allowance may reduce deferred income tax assets to the amount that is more likely than not to be realized. 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. The Company adjusts its liability for unrecognized tax benefits in the period in which it determines the issue is effectively settled, the statute of limitations expires or when more information becomes available. Liabilities for unrecognized tax benefits are recorded as a reduction of Deferred income tax assets, net and within Other long-term liabilities, net, with related interest and penalties recorded in Other long-term liabilities, net on the Company’s Consolidated Balance Sheets. Interest and penalties recognized on liabilities for unrecognized tax benefits are included in (Benefit) provision for income taxes. Reclassifications - The Company reclassified certain immaterial amounts in prior period financial statements to conform to the current period’s presentation. These reclassifications had no effect on previously reported Net income (loss). Recently Adopted Financial Accounting Standards - The Company adopted ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU No. 2023-09”) on a prospective basis for the year ended December 28, 2025. ASU No. 2023-09 expands existing income tax disclosures, including disaggregation of the Company’s effective income tax rate reconciliation table and income taxes paid disclosures. See Note 16. Income Taxes for additional details on updated disclosures. Effective June 30, 2025, the Company elected to early adopt ASU No. 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” (“ASU No. 2025-05”) on a prospective basis. ASU No. 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. The adoption did not have a material impact on the consolidated financial statements or the related notes. 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): Disaggregation of Income Statement Expenses,” (“ASU No. 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. ASU No. 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. 75 Table of Contents BLOOMIN’ BRANDS, INC. 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. 2. Discontinued Operations On December 30, 2024 (the “Closing Date”), an indirect wholly owned subsidiary of the Company (the “Seller”) completed the sale of 67 % of the ownership interest in its business in Brazil (the “Disposal Group”) to a fund managed by an affiliate of Vinci Partners Investments Ltd. (the “Buyer”) (the “Brazil Sale Transaction”). Following the closing, the Brazil restaurants began operating as unconsolidated franchisees. 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”). On December 30, 2024 the Company received cash proceeds, net of withheld income taxes, of $ 103.9 million, in U.S. dollars based on the exchange rate on the Closing Date, representing 52 % of the Purchase Price. The proceeds were applied to the Company’s revolving credit facility during the thirteen weeks ended March 30, 2025. The 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. Dollars, was received during the thirteen weeks ended December 28, 2025. The proceeds were applied to the Company’s revolving credit facility. The sale represents a strategic shift to a primarily franchised model for the Company’s international operations. The assets and liabilities of the Disposal Group were classified as held for sale on the Company’s Consolidated Balance Sheets as of December 29, 2024. 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. 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. 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. 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). 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. 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. 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. 76 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 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: (dollars in thousands) DECEMBER 29, 2024 ASSETS Current assets Inventories $ 7,872 Other current assets, net 15,117 Total current assets of disposal group classified as held for sale $ 22,989 Non-current assets Property, fixtures and equipment, net $ 99,532 Operating lease right-of-use assets 43,884 Goodwill 51,906 Intangible assets, net 6,841 Deferred income tax assets, net 2,056 Other assets, net 64,553 Total non-current assets 268,772 Impairment of disposal group assets ( 68,271 ) Net non-current assets of disposal group classified as held for sale $ 200,501 LIABILITIES Current liabilities Accounts Payable $ 24,168 Current operating lease liabilities 10,109 Accrued and other current liabilities 52,442 Unearned revenue 1,237 Total current liabilities of disposal group classified as held for sale $ 87,956 Non-current liabilities Non-current operating lease liabilities $ 36,297 Other long-term liabilities, net 13,568 Total non-current liabilities of disposal group classified as held for sale $ 49,865 (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: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Revenues $ — $ 525,268 $ 529,671 Operating costs and expenses (1) — 562,324 487,883 Gain on sale of Brazil business (2) 2,857 — — Income (loss) from operations 2,857 ( 37,056 ) 41,788 Provision for income taxes 3,394 38,926 159 (Loss) income from discontinued operations, net of tax (3) $ ( 537 ) $ ( 75,982 ) $ 41,629 ____________________ (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). (2) Includes net foreign currency translation gains on contingent consideration assets and indemnification liabilities, as discussed below. (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 . 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 . 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, 77 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued net and Other long-term liabilities, net, respectively, on the Company’s Consolidated Balance Sheet in connection with the Brazil Sale Transaction. 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. Collection of amounts in connection with these assets will be net of applicable taxes and related costs incurred. Indemnification liabilities primarily relate to known labor and tax exposures. Contingent consideration assets and indemnification liabilities were valued utilizing a probability-adjusted discounted cash flow model using inputs not observable in the market. The key internally developed assumptions used in these models are: (i) the probabilities of outcomes, (ii) interest rates for contingencies entitled to interest, (iii) discount rates and (iv) the anticipated timing of recognition. The Company utilized discount rates of approximately 13 %, in its calculations of the estimated fair values of its contingent assets and liabilities as of the Closing Date. Subsequent measurement of contingent consideration assets is based on ASC 450 gain contingency guidance and indemnification liabilities under ASC 460 guarantees guidance. Any subsequent recognition and measurement of contingent consideration and indemnification liabilities will be presented within discontinued operations. 3. Equity Method Investment 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. To ensure timely reporting, the Company records the results of the equity method investment in Brazil on a calendar basis one-month lag. Following is a rollforward of the Company’s equity method investment for the period indicated: FISCAL YEAR (dollars in thousands) 2025 Balance, beginning of the period $ — Fair value of retained interest at sale closing date 59,863 Net loss (1) ( 4,742 ) Foreign currency translation adjustment 9,415 Dividends received ( 569 ) Balance, end of the period $ 63,967 ____________________ (1) Includes $ 1.2 million of purchase price adjustments amortization. 78 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 4. Revenue Recognition The following table includes the disaggregation of Restaurant sales and franchise revenues by restaurant concept and segment for the periods indicated: FISCAL YEAR 2025 2024 2023 (dollars in thousands) RESTAURANT SALES FRANCHISE REVENUES RESTAURANT SALES FRANCHISE REVENUES RESTAURANT SALES FRANCHISE REVENUES U.S. Outback Steakhouse $ 2,237,333 $ 30,243 $ 2,219,812 $ 31,253 $ 2,316,449 $ 32,289 Carrabba’s Italian Grill 706,565 2,312 693,421 2,771 721,946 3,036 Bonefish Grill 506,239 359 523,634 479 570,578 505 Fleming’s Prime Steakhouse & Wine Bar 395,891 — 368,663 — 382,729 — Other — — 7,074 120 13,351 78 U.S. total 3,846,028 32,914 3,812,604 34,623 4,005,053 35,908 International Franchise (1) — 31,297 — 39,490 — 41,524 Other (2) 38,206 68 53,740 — 72,736 — Total $ 3,884,234 $ 64,279 $ 3,866,344 $ 74,113 $ 4,077,789 $ 77,432 ____________________ (1) Includes intercompany royalties from Brazil prior to the sale and royalties from Brazil after the sale. (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: (dollars in thousands) DECEMBER 28, 2025 DECEMBER 29, 2024 Other current assets, net Deferred gift card sales commissions $ 17,155 $ 16,935 Unearned revenue Deferred gift card revenue $ 370,439 $ 366,059 Deferred loyalty revenue 5,695 6,073 Deferred franchise fees - current 544 490 Other 1,255 1,477 Total Unearned revenue $ 377,933 $ 374,099 Other long-term liabilities, net Deferred franchise fees - non-current $ 4,408 $ 3,901 The following table is a rollforward of deferred gift card sales commissions for the periods indicated: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Balance, beginning of the period $ 16,935 $ 18,081 $ 17,755 Deferred gift card sales commissions amortization ( 21,338 ) ( 22,559 ) ( 23,695 ) Deferred gift card sales commissions capitalization 24,004 24,052 26,706 Other ( 2,446 ) ( 2,639 ) ( 2,685 ) Balance, end of the period $ 17,155 $ 16,935 $ 18,081 79 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued The following table is a rollforward of unearned gift card revenue for the periods indicated: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Balance, beginning of the period $ 366,059 $ 372,551 $ 385,444 Gift card sales 294,104 290,481 322,291 Gift card redemptions ( 271,137 ) ( 279,810 ) ( 316,139 ) Gift card breakage ( 18,587 ) ( 17,163 ) ( 19,045 ) Balance, end of the period $ 370,439 $ 366,059 $ 372,551 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. 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. 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. 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. Out West may be unable to satisfy the amounts due or reach an alternative solution. 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. 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. 5. Impairments and Exit Costs The components of Provision for impaired assets and restaurant closings are as follows for the periods indicated: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Impairment losses U.S. $ 43,051 $ 33,947 $ 39,812 Other 153 12,488 600 Total impairment losses 43,204 46,435 40,412 Restaurant closure charges (benefits) U.S. 2,475 14,045 ( 7,143 ) Other ( 542 ) 3,811 305 Total restaurant closure charges (benefits) 1,933 17,856 ( 6,838 ) Provision for impaired assets and restaurant closings $ 45,137 $ 64,291 $ 33,574 For 2025, Provision for impaired assets and restaurant closings includes $ 25.7 million related to the closure of 21 U.S. restaurants, the decision not to renew the leases of 22 U.S. restaurants, the majority of which expire over the next four years , and $ 12.0 million related to five underperforming U.S. restaurants. 80 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued For 2024, Provision for impaired assets and restaurant closings primarily includes $ 25.5 million of asset impairment related to 41 older, underperforming U.S. 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. 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. Additionally, includes $ 12.0 million primarily related to the 2024 closure of 36 predominantly older, underperforming U.S. restaurants and $ 16.3 million related to the closure of nine restaurants in Hong Kong. For 2023, Provision for impaired assets and restaurant closings primarily includes $ 34.2 million related to the decision to close the 36 U.S. restaurants discussed above and the 2023 closure of three U.S. and two Hong Kong Aussie Grill restaurants. Additionally, includes a net lease termination gain of $ 6.7 million in connection with the closure of one U.S. restaurant. 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: FISCAL YEAR (dollars in thousands) 2025 Balance, beginning of the period $ 6,695 Additions 4,214 Cash payments ( 2,814 ) Accretion 252 Adjustments (1) ( 2,684 ) Balance, end of the period $ 5,663 ________________ (1) Primarily resulting from terminations of the Company’s obligation for non-rent-related components that were accrued at the time o f closure. 81 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 6. Earnings (Loss) Per Share The following table presents the computation of basic and diluted earnings (loss) per share for the periods indicated: FISCAL YEAR (in thousands, except per share data) 2025 2024 2023 Net income (loss) attributable to Bloomin’ Brands $ 8,237 $ ( 128,018 ) $ 247,386 (Loss) income from discontinued operations, net of tax ( 537 ) ( 75,982 ) 41,629 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 Effect of dilutive securities: Stock-based compensation awards 238 — 767 Convertible senior notes and warrants (1) 7 — 8,456 Diluted weighted average common shares outstanding 85,307 85,905 96,453 Basic earnings (loss) per share (2): Continuing operations $ 0.10 $ ( 0.61 ) $ 2.36 Discontinued operations ( 0.01 ) ( 0.88 ) 0.48 Net basic earnings (loss) per share $ 0.10 $ ( 1.49 ) $ 2.84 Diluted earnings (loss) per share (2): Continuing operations $ 0.10 $ ( 0.61 ) $ 2.13 Discontinued operations ( 0.01 ) ( 0.88 ) 0.43 Net diluted earnings (loss) per share $ 0.10 $ ( 1.49 ) $ 2.56 Antidilutive stock-based compensation awards 1,672 1,706 924 Antidilutive convertible senior notes and warrants 917 3,146 — ________________ (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. (2) Amounts may not add due to rounding. 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 . 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. However, the Convertible Note Hedge Transactions did not impact earnings per share given their antidilutive impact. See Note 11 - Convertible Senior Notes for additional information regarding the 2025 Notes, Convertible Note Hedge Transactions and Warrant Transactions. 7. Stock-based and Deferred Compensation Plans Stock-based Compensation Plans The Company recognized stock-based compensation expense as follows for the periods indicated: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Stock-based compensation expense, net of capitalized expense (1) $ 7,354 $ 7,415 $ 11,613 ________________ (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. 82 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 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. 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. The following table presents a summary of the Company’s PSU and RSU activity: WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT AGGREGATE INTRINSIC VALUE (1) (in thousands, except per unit data) PSUs RSUs PSUs RSUs PSUs RSUs Outstanding as of December 29, 2024 722 1,044 $ 27.42 $ 19.80 $ 8,860 $ 12,814 Granted 411 1,300 $ 7.22 $ 7.24 Performance adjustment (2) ( 229 ) — $ 26.10 $ — Vested — ( 503 ) $ — $ 20.05 Forfeited ( 278 ) ( 380 ) $ 24.19 $ 16.18 Outstanding as of December 28, 2025 626 1,461 $ 16.08 $ 9.48 $ 4,253 $ 9,920 Expected to vest as of December 28, 2025 (3) 360 1,461 $ 2,447 $ 9,920 ________________ (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. 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. These PSUs have a three-year cliff vesting period and their fair value was estimated using the Monte Carlo simulation model. 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. Assumptions used in the Monte Carlo simulation model and the grant date fair value of PSUs granted were as follows for the periods indicated: FISCAL YEAR 2024 2023 Assumptions: Risk-free interest rate (1) 4.37 % 4.26 % Dividend yield (2) 3.49 % 3.47 % Volatility (3) 51.41 % 51.02 % ________________ (1) Risk-free interest rate is the U.S. Treasury yield curve in effect as of the grant date for the performance period of the unit. (2) Dividend yield is the level of dividends expected to be paid on the Company’s common stock over the expected term. (3) Based on the historical volatility of the Company’s stock over the last seven years . 83 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 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. The units are earned annually based on performance achievement and will cliff vest after three years . 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: FISCAL YEAR 2025 2024 2023 (dollars in thousands, except per unit data) PSUs RSUs PSUs RSUs PSUs RSUs Grant date fair value per unit (1) $ 7.22 $ 7.24 $ 27.26 $ 18.76 $ 29.01 $ 24.18 Intrinsic value for vested units $ — $ 4,335 $ 12,593 $ 8,072 $ 12,908 $ 10,275 Grant date fair value of vested units $ — $ 10,084 $ 12,025 $ 7,603 $ 9,332 $ 8,257 Tax benefits for compensation expense $ — $ 527 $ 622 $ 1,152 $ 745 $ 1,528 Unrecognized expense $ 1,969 $ 9,392 Remaining weighted average vesting period 2.3 years 1.8 years ________________ (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. 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. 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. The following table presents a summary of the Company’s stock option activity: (in thousands, except exercise price and contractual life data) OPTIONS WEIGHTED AVERAGE EXERCISE PRICE WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS) Outstanding as of December 29, 2024 1,200 $ 20.08 2.1 Forfeited or expired ( 515 ) $ 20.35 Outstanding and exercisable as of December 28, 2025 (1) 685 $ 19.88 0.3 ________________ (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: FISCAL YEAR (dollars in thousands) 2024 2023 Intrinsic value of options exercised $ 718 $ 6,200 Cash received from option exercises, net of tax withholding $ 4,354 $ 31,778 Grant date fair value of stock options vested $ — $ 1,037 Tax benefits for stock option compensation expense $ 111 $ 757 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 . 84 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Deferred Compensation Plans 401(k) Plan - The Company has a qualified defined contribution plan that qualifies under Section 401(k) of the Internal Revenue Code of 1986, as amended. 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. 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. 8. Supplemental Balance Sheet Information Other current assets, net, consisted of the following as of the periods indicated: (dollars in thousands) DECEMBER 28, 2025 DECEMBER 29, 2024 Prepaid expenses $ 24,018 $ 23,102 Accounts receivable - gift cards, net 71,232 73,113 Accounts receivable - vendors, net 19,495 29,233 Accounts receivable - franchisees, net 3,603 2,975 Accounts receivable - other, net 7,886 9,280 Deferred gift card sales commissions 17,155 16,935 Other current assets, net 5,302 4,137 $ 148,691 $ 158,775 Property, fixtures and equipment, net , consisted of the following as of the periods indicated: (dollars in thousands) DECEMBER 28, 2025 DECEMBER 29, 2024 Land $ 29,167 $ 29,458 Buildings 1,226,359 1,201,949 Furniture and fixtures 494,987 511,291 Equipment 714,807 760,058 Construction in progress 30,618 65,068 Less: accumulated depreciation ( 1,583,293 ) ( 1,619,303 ) $ 912,645 $ 948,521 Other assets, net , consisted of the following as of the periods indicated: (dollars in thousands) DECEMBER 28, 2025 DECEMBER 29, 2024 Company-owned life insurance $ 35,473 $ 31,971 Deferred debt issuance costs - revolving credit facility (1) 8,475 10,743 Liquor licenses 22,363 22,422 Contingent consideration assets 32,729 — Other assets 12,253 9,335 $ 111,293 $ 74,471 ________________ (1) Net of accumulated amortization of $ 2.9 million and $ 0.6 million as of December 28, 2025 and December 29, 2024, respectively. 85 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Accrued and other current liabilities consisted of the following as of the periods indicated: (dollars in thousands) DECEMBER 28, 2025 DECEMBER 29, 2024 Accrued payroll and other compensation $ 79,436 $ 64,522 Accrued insurance 22,733 19,527 Other current liabilities 84,087 94,265 $ 186,256 $ 178,314 Other long-term liabilities, net , consisted of the following as of the periods indicated: (dollars in thousands) DECEMBER 28, 2025 DECEMBER 29, 2024 Accrued insurance $ 41,788 $ 33,519 Deferred compensation obligations 35,962 32,597 Other long-term liabilities (1) 35,532 27,304 $ 113,282 $ 93,420 ________________ (1) Includes indemnification liabilities in connection with the Brazil Sale Transaction. See Note 2 - Discontinued Operations for additional details. 9. Goodwill and Intangible Assets, Net Goodwill - The following table is a rollforward of goodwill and the related accumulated impairment losses for the periods indicated: (dollars in thousands) U.S. INTERNATIONAL FRANCHISE CONSOLIDATED Balance as of December 29, 2024 Goodwill, gross $ 838,827 $ 162,549 $ 1,001,376 Accumulated impairment losses ( 668,170 ) ( 119,883 ) ( 788,053 ) Goodwill, net (1) 170,657 42,666 213,323 Impairment (2) ( 28,188 ) — ( 28,188 ) Balance as of December 28, 2025 Goodwill, gross 838,827 162,549 1,001,376 Accumulated impairment losses ( 696,358 ) ( 119,883 ) ( 816,241 ) Goodwill, net $ 142,469 $ 42,666 $ 185,135 ________________ (1) Excludes $ 51.9 million of Goodwill, net as of December 29, 2024, classified as held for sale. (2) Relates to goodwill impairment from Bonefish Grill as a result of the impairment analysis performed during the thirteen weeks ended December 28, 2025. 86 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 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. 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. In connection with these assessments, the Company did no t record any impairment charges. The Q2 analysis for goodwill indicated that all reporting units had fair values that exceeded their carrying values. However, the Outback Steakhouse and Bonefish Grill reporting units had fair values that decreased to approximately 10 % above their respective carrying values. 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. During the thirteen weeks ended December 28, 2025, the Company identified a triggering event as a result of: (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. As a result, the Company performed an interim quantitative impairment analysis (the “Q4 analysis”). The Q4 analysis determined that the Bonefish Grill reporting unit was impaired and goodwill impairment of $ 28.2 million was recorded to fully impair the goodwill of the reporting unit. The Q4 analysis for goodwill indicated that all reporting units except Bonefish Grill had fair values that exceeded their carrying values. Additionally, the fair value for the Outback Steakhouse reporting unit decreased to approximately 3 % above its carrying value. 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. 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. The Q2 analysis and Q4 analysis for indefinite-lived intangible assets indicated that all trade names had fair values exceeding their carrying values; however, the Outback Steakhouse trade name’s fair value decreased to approximately 15 % and 5 %, respectively, above its carrying value. 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. 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. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. 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. 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. 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. 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: WEIGHTED AVERAGE REMAINING AMORTIZATION PERIOD (in years) DECEMBER 28, 2025 DECEMBER 29, 2024 (dollars in thousands) GROSS CARRYING VALUE ACCUMULATED AMORTIZATION NET CARRYING VALUE GROSS CARRYING VALUE ACCUMULATED AMORTIZATION NET CARRYING VALUE Trade names Indefinite $ 414,716 $ 414,716 $ 414,716 $ 414,716 Trademarks 3 81,952 $ ( 71,402 ) 10,550 81,952 $ ( 67,577 ) 14,375 Total intangible assets $ 496,668 $ ( 71,402 ) $ 425,266 $ 496,668 $ ( 67,577 ) $ 429,091 The Company did no t record any intangible asset impairment charges during the periods presented. 87 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued The following table presents goodwill, trade names and trademarks balances by reporting unit as of the periods indicated: DECEMBER 28, 2025 DECEMBER 29, 2024 (dollars in thousands) GOODWILL TRADE NAMES TRADEMARKS GOODWILL TRADE NAMES TRADEMARKS Outback Steakhouse $ 123,188 $ 287,000 $ — $ 123,188 $ 287,000 $ — Carrabba’s Italian Grill 18,826 69,000 — 18,826 69,000 — Bonefish Grill (1) — — 4,127 28,188 — 6,957 Fleming’s Prime Steakhouse & Wine Bar 455 — 6,423 455 — 7,418 U.S. total 142,469 356,000 10,550 170,657 356,000 14,375 International Franchise 42,666 58,716 — 42,666 58,716 — Total $ 185,135 $ 414,716 $ 10,550 $ 213,323 $ 414,716 $ 14,375 ________________ (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. The following table presents the aggregate expense related to the amortization of the Company’s trademarks for the periods indicated: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Amortization expense $ 3,825 $ 3,825 $ 4,076 The following table presents expected annual amortization of intangible assets as of December 28, 2025: FISCAL YEAR (dollars in thousands) 2026 2027 2028 2029 2030 Amortization of intangible assets $ 3,825 $ 2,292 $ 995 $ 995 $ 995 10. Long-term Debt, Net Following is a summary of outstanding long-term debt, net, as of the periods indicated: DECEMBER 28, 2025 DECEMBER 29, 2024 (dollars in thousands) OUTSTANDING BALANCE INTEREST RATE OUTSTANDING BALANCE INTEREST RATE Senior secured credit facility - revolving credit facility (1) $ 490,000 6.09 % $ 710,000 6.52 % 2025 Notes (2) — 20,724 5.00 % 2029 Notes 300,000 5.13 % 300,000 5.13 % Long-term debt 790,000 1,030,724 Less: unamortized debt discount and issuance costs (2) ( 2,575 ) ( 3,326 ) Long-term debt, net $ 787,425 $ 1,027,398 ________________ (1) Interest rate represents the weighted average interest rate as of the respective periods . (2) On May 1, 2025, the 2025 Notes were settled using borrowings from the revolving credit facility. Maturities - Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of December 28, 2025: FISCAL YEAR (dollars in thousands) 2026 2027 2028 2029 2030 THEREAFTER TOTAL 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. 88 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 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. The commitments under the Credit Agreement may be increased in an aggregate principal amount of up to; (i) $ 550.0 million or (ii) at the Company’s option, up to an unlimited amount of incremental facilities, so long as the Consolidated Senior Secured Net Leverage Ratio, as defined in the Credit Agreement, is no more than 3.00 to 1.00 as of the last day of the most recent period of four consecutive fiscal quarters ended, after giving effect to any such incurrence on a pro forma basis. Under the Credit Agreement, the Company may elect an interest rate at each reset period based on the Base Rate or Term SOFR, plus an applicable spread. The Term SOFR rate is the forward-looking term rate based on the secured overnight financing rate (“SOFR”) that is published by CME Group Benchmark Administration Limited (“Term SOFR”). The Base Rate option is the highest of: (i) the prime rate of Wells Fargo Bank, National Association, (ii) the federal funds effective rate plus 0.5 of 1.0 % or (iii) the one-month Term SOFR plus a 0.10 % Term SOFR Adjustment, plus 1.0 % (the “Base Rate”). The Adjusted Term SOFR option is the Term SOFR rate plus a 0.10 % Term SOFR Adjustment, subject to a 0 % floor. The interest rate spreads are as follows: BASE RATE ELECTION ADJUSTED TERM SOFR ELECTION Revolving credit facility 50 to 150 basis points over the Base Rate 150 to 250 basis points over the Adjusted Term SOFR The Credit Agreement requires a Total Net Leverage Ratio (“TNLR”) not to exceed 4.50 to 1.00 (with a limited ability to temporarily increase TNLR to 5.00 to 1.00 in connection with material acquisitions). TNLR is the ratio of Consolidated Total Debt (Current portion of long-term debt and Long-term debt, net of cash, excluding the 2025 Notes) to Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization and certain other adjustments as defined in the Credit Agreement). As of December 28, 2025 and December 29, 2024, the Company was in compliance with its debt covenants. 2029 Notes - On April 16, 2021, the Company and its wholly-owned subsidiary OSI, as co-issuers, issued $ 300.0 million aggregate principal amount of senior unsecured notes due 2029 (the “2029 Notes”). The 2029 Notes were issued pursuant to an Indenture, dated April 16, 2021 (the “Indenture”), by and among the Company, the guarantors named therein, and Wells Fargo Bank, National Association, as trustee. The 2029 Notes are guaranteed by each of the Company’s existing and future domestic restricted subsidiaries (other than OSI) that are guarantors or borrowers under its Senior Secured Credit Facility or certain other indebtedness. The 2029 Notes mature on April 15, 2029, unless earlier redeemed or purchased by the Company. The 2029 Notes bear cash interest at an annual rate of 5.125 % payable semi-annually in arrears on April 15 and October 15 of each year. The Company may redeem some or all of the 2029 Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest. The Indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness or issue certain preferred stock; pay dividends above certain thresholds, redeem stock or make other distributions; make certain investments; create restrictions on the ability of the Company’s restricted subsidiaries to pay dividends or make other payments to the Company; create certain liens; transfer or sell certain assets; merge or consolidate; enter into certain transactions with the Company’s affiliates; and designate subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of exceptions and qualifications as set forth in the Indenture. 89 Table of Contents BLOOMIN’ BRANDS, INC. 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. 11. 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”). The 2025 Notes were governed by the terms of an indenture between the Company and Wells Fargo Bank, National Association, as the Trustee. On May 25, 2022, the Company entered into exchange agreements with certain holders of the 2025 Notes. 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. 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”). 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. The 2025 Notes matured on May 1, 2025 and were settled in cash for $ 20.7 million, excluding accrued interest. The following table includes the outstanding principal amount and carrying value of the 2025 Notes as of the period indicated: (dollars in thousands) DECEMBER 29, 2024 Principal $ 20,724 Less: unamortized debt issuance costs ( 56 ) Net carrying amount $ 20,668 Following is a summary of interest expense for the 2025 Notes by component for the periods indicated: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Coupon interest $ 345 $ 1,783 $ 5,242 Debt issuance cost amortization 56 280 798 Total interest expense (1) $ 401 $ 2,063 $ 6,040 ________________ (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”). 90 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 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. In connection with the 2024 Early Termination Agreements, the Company recorded a $ 126.5 million increase and a $ 102.2 million decrease, respectively, to Additional paid-in capital during 2024. The Company also recorded an $ 8.3 million increase to Accumulated deficit in connection with the 2024 Note Hedge Early Termination Agreements. 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. On May 16, 2025, the Company terminated the remaining warrants in cash for $ 0.4 million. 12. Stockholders’ Equity Share Repurchases - In February 2024, the Company’s Board of Directors (the “Board”) canceled the remaining $ 57.5 million under the Company’s former share repurchase authorization and approved a $ 350.0 million share repurchase authorization (the “2024 Share Repurchase Program”). 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. 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. Under the ASR Agreement, the Company repurchased 7.9 million shares of common stock through April 23, 2024 based generally on the average of the daily volume-weighted average price per share of common stock during the repurchase period, subject to discounts and certain adjustments. The repurchase resulted in a $ 214.3 million increase in Accumulated deficit. 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. The Company did not repurchase any shares during fiscal year 2025. Following is a summary of the shares repurchased during fiscal year 2024 : (in thousands, except per share data) NUMBER OF SHARES AVERAGE REPURCHASE PRICE PER SHARE AMOUNT First fiscal quarter 6,948 $ 27.13 $ 188,500 Second fiscal quarter 2,156 $ 27.36 59,000 Third fiscal quarter 969 $ 18.78 18,195 Total common stock repurchases 10,073 $ 26.38 265,695 Share repurchase-related ASR Agreement fees and excise taxes — 728 Total 10,073 $ 266,423 91 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Dividends - The Company declared and paid dividends per share during the periods presented as follows: DIVIDENDS PER SHARE AMOUNT FISCAL YEAR FISCAL YEAR (dollars in thousands, except per share data) 2025 2024 2025 2024 First fiscal quarter $ 0.15 $ 0.24 $ 12,747 $ 21,075 Second fiscal quarter 0.15 0.24 12,759 20,762 Third fiscal quarter 0.15 0.24 12,760 20,375 Fourth fiscal quarter — 0.24 — 20,362 Total cash dividends declared and paid $ 0.45 $ 0.96 $ 38,266 $ 82,574 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: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Foreign currency translation: Balance, beginning of the period $ ( 212,172 ) $ ( 177,689 ) $ ( 185,311 ) Foreign currency translation adjustment - equity method investment 9,415 — — Foreign currency translation adjustment - other ( 5,529 ) ( 35,178 ) 7,622 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 ) 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 ) Reclassification realized in Net income (loss), net of tax 258 ( 1,533 ) ( 9 ) Balance, end of the period $ ( 154 ) $ ( 621 ) $ ( 615 ) Accumulated other comprehensive income (loss): Balance beginning of the period $ ( 212,793 ) $ ( 178,304 ) $ ( 185,311 ) 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 ) 13. Derivative Instruments and Hedging Activities Interest Rate Risk - The Company manages economic risks, including interest rate variability, primarily by managing the amount, sources and duration of its debt funding and through the use of derivative financial instruments. The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps. Currency Exchange Rate Risk - The Company is exposed to foreign currency exchange rate risk arising from transactions and balances denominated in currencies other than the U.S. dollar. The Company may use foreign currency forward contracts to manage certain foreign currency exposures. 92 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Designated Hedges 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”). On December 31, 2024, $ 100.0 million of the interest rate swap agreements matured. 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”). 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 $ 175,000,000 4.40 % March 29, 2024 March 31, 2026 $ 100,000,000 3.37 % December 31, 2025 December 31, 2026 $ 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. 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 %. The Swap Transactions have been designated and qualify as cash flow hedges, are recognized on the Company’s Consolidated Balance Sheets at fair value and are classified based on the instruments’ maturity dates. The Company estimates $ 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. The following table presents the fair value and classification of the Company’s Swap Transactions as of the periods indicated: (dollars in thousands) CONSOLIDATED BALANCE SHEETS CLASSIFICATION DECEMBER 28, 2025 DECEMBER 29, 2024 Interest rate swaps - asset (1) Other current assets, net $ 208 $ — Interest rate swaps - liability Accrued and other current liabilities $ 330 $ 579 Interest rate swaps - liability Other long-term liabilities, net 87 255 Total fair value of derivative instruments - liabilities (1) $ 417 $ 834 ____________________ (1) See Note 15 - Fair Value Measurements for fair value discussion of the interest rate swaps. By utilizing the interest rate swaps, the Company is exposed to credit-related losses in the event that the counterparty fails to perform under the terms of the derivative contract. To mitigate this risk, the Company enters into derivative contracts with major financial institutions based upon credit ratings and other factors. The Company continually assesses the creditworthiness of its counterparties. As of December 28, 2025, all counterparties to the Swap Transactions performed in accordance with their contractual obligations. The Swap Transactions contain provisions whereby the Company could be declared in default on its derivative obligations if the repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on indebtedness. If the Company had breached any of these provisions as of December 28, 2025 and December 29, 2024, it could have been required to settle its obligations under the Swap Transactions at their 93 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued termination value of $ 0.3 million and $ 0.8 million, respectively. As of December 28, 2025 and December 29, 2024, the Company has not posted any collateral related to the Swap Transactions. Non-Designated Hedges During the fourth quarter of 2024, the Company entered into foreign currency forward contracts to partially offset the foreign currency exchange gains and losses generated by the Brazilian Reais rate risk associated with the purchase price installment payments from the Brazil Sale Transaction. As of 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. 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 . 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: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION FISCAL YEAR (dollars in thousands) 2025 2024 (Loss) gain on foreign currency forward contracts (1) General and administrative $ ( 26,362 ) $ 15,728 ____________________ (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. 14. Leases The following table includes a detail of lease assets and liabilities included on the Company’s Consolidated Balance Sheets as of the periods indicated: (dollars in thousands) CONSOLIDATED BALANCE 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 Finance lease right-of-use assets (1) Property, fixtures and equipment, net 9,296 10,058 Total lease assets, net $ 988,566 $ 1,022,915 Current operating lease liabilities Current operating lease liabilities $ 176,268 $ 158,806 Current finance lease liabilities Accrued and other current liabilities 3,389 2,618 Non-current operating lease liabilities Non-current operating lease liabilities 1,046,380 1,088,518 Non-current finance lease liabilities Other long-term liabilities, net 7,890 8,359 Total lease liabilities $ 1,233,927 $ 1,258,301 ________________ (1) Net of accumulated amortization of $ 5.4 million and $ 4.0 million as December 28, 2025 and December 29, 2024, respectively. 94 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Following is a summary of expenses and income related to leases recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the periods indicated: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION FISCAL YEAR (dollars in thousands) 2025 2024 2023 Operating lease cost (1) Other restaurant operating $ 169,867 $ 169,661 $ 171,248 Variable lease cost Other restaurant operating 4,437 3,878 2,930 Finance lease costs: Amortization of leased assets Depreciation and amortization 2,872 2,032 1,975 Interest on lease liabilities Interest expense, net 976 710 667 Sublease revenue Franchise and other revenues ( 6,764 ) ( 7,060 ) ( 7,614 ) Lease costs, net $ 171,388 $ 169,221 $ 169,206 ________________ (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: (dollars in thousands) OPERATING LEASES FINANCE LEASES SUBLEASE REVENUES 2026 (1) $ 182,917 $ 3,498 $ ( 5,248 ) 2027 179,718 3,184 ( 5,661 ) 2028 172,905 2,348 ( 5,717 ) 2029 166,933 2,258 ( 5,594 ) 2030 159,641 568 ( 5,352 ) Thereafter 1,245,593 1,467 ( 24,088 ) Total minimum lease payments (receipts) (2) 2,107,707 13,323 $ ( 51,660 ) Less: Interest ( 885,059 ) ( 2,044 ) Present value of future lease payments $ 1,222,648 $ 11,279 ____________________ (1) Net of prepaid rent of $ 3.4 million. (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: FINANCE LEASES OPERATING LEASES DECEMBER 28, 2025 DECEMBER 29, 2024 DECEMBER 28, 2025 DECEMBER 29, 2024 Weighted average remaining lease term (1): 4.6 years 9.1 years 13.2 years 13.4 years Weighted average discount rate (2): 7.25 % 7.70 % 8.16 % 8.22 % ____________________ (1) Includes lease renewal options that are reasonably certain of exercise. 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. 95 Table of Contents BLOOMIN’ BRANDS, INC. 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: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Cash flows from operating activities: Cash paid for amounts included in the measurement of operating lease liabilities $ 183,358 $ 184,969 $ 185,861 Leased assets obtained in exchange for new operating lease liabilities $ 57,211 $ 91,305 $ 74,539 Leased assets obtained in exchange for new finance lease liabilities $ 3,386 $ 4,038 $ 6,480 15. Fair Value Measurements Fair Value Measurements on a Recurring Basis - The following table summarizes the Company’s financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of the periods indicated: CONSOLIDATED BALANCE SHEET CLASSIFICATION MEASUREMENT LEVEL FAIR VALUE (dollars in thousands) DECEMBER 28, 2025 DECEMBER 29, 2024 Assets: Short-term investments Cash and cash equivalents Level 1 $ 5,597 $ 11,868 Interest rate swaps Other current assets, net Level 2 $ 208 $ — Foreign currency forward contracts Other current assets, net Level 2 $ — $ 304 Liabilities: Interest rate swaps Accrued and other current liabilities Level 2 $ 330 $ 579 Interest rate swaps Other long-term liabilities Level 2 $ 87 $ 255 Fair value of each class of financial instruments is determined based on the following: FINANCIAL INSTRUMENT METHODS AND ASSUMPTIONS Short-term investments Carrying value approximates fair value because maturities are less than three months. Derivative instruments The Company’s derivative instruments include interest rate swaps and foreign currency forward contracts. Fair value measurements are based on the contractual terms of the derivatives and observable market-based inputs. Interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads. Foreign currency forwards are valued by comparing the contracted forward exchange rate to the current market forward exchange rate. Key inputs for the valuation of the foreign currency forwards are spot rates, foreign currency forward rates, and the interest rate curve of the domestic currency. The Company also considers its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of 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. 96 Table of Contents BLOOMIN’ BRANDS, INC. 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. Carrying value after impairment approximates fair value. The following table summarizes the Company’s assets measured at fair value by hierarchy level on a nonrecurring basis for the periods indicated: 2025 2024 2023 (dollars in thousands) REMAINING CARRYING VALUE TOTAL IMPAIRMENT REMAINING CARRYING VALUE TOTAL IMPAIRMENT REMAINING CARRYING VALUE TOTAL IMPAIRMENT Operating lease right-of-use assets (1) $ 23,363 $ 11,273 $ 14,053 $ 23,895 $ 4,057 $ 10,210 Property, fixtures and equipment (2) 27,325 31,931 17,096 22,540 4,623 30,202 Goodwill (3) — 28,188 — — — — $ 50,688 $ 71,392 $ 31,149 $ 46,435 $ 8,680 $ 40,412 ________________ (1) Carrying values measured using discounted cash flow models (Level 3). (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. (3) Carrying values measured using Level 3 inputs. See Footnote 9 - Goodwill and Intangible Assets, Net for additional details. 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. As a result, the Company has determined that the majority of the inputs used to value its long-lived assets held and used are unobservable inputs that fall within Level 3 of the fair value hierarchy. In the assessment of impairment for operating locations, the Company determines the fair values of individual operating locations using an income approach, which requires discounting projected future cash flows. When determining the stream of projected future cash flows associated with an individual operating location, management makes assumptions, including highest and best use and inputs from restaurant operations, where necessary, and about key variables including the following unobservable inputs: revenue growth rates, controllable and uncontrollable expenses, and asset residual values. 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. 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. Debt is carried at amortized cost; however, the Company estimates the fair value of debt for disclosure purposes. The following table includes the carrying value and fair value of the Company’s debt by hierarchy level as of the periods indicated: DECEMBER 28, 2025 DECEMBER 29, 2024 CARRYING VALUE FAIR VALUE LEVEL 2 CARRYING VALUE FAIR VALUE LEVEL 2 (dollars in thousands) Senior secured credit facility - revolving credit facility $ 490,000 $ 490,000 $ 710,000 $ 710,000 2025 Notes (1) $ — $ — $ 20,724 $ 24,145 2029 Notes $ 300,000 $ 269,505 $ 300,000 $ 270,132 ________________ (1) On May 1, 2025, the 2025 Notes matured and were settled in cash. See Note 11 - Convertible Senior Notes for additional details. 97 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 16. Income Taxes The following table presents the domestic and foreign components of (Loss) income before (benefit) provision for income taxes for the periods indicated: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Domestic $ ( 14,784 ) $ ( 53,921 ) $ 235,357 Foreign 6,593 ( 4,886 ) ( 4,170 ) (Loss) income before (benefit) provision for income taxes $ ( 8,191 ) $ ( 58,807 ) $ 231,187 (Benefit) provision for income taxes consisted of the following for the periods indicated: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Current provision (benefit): Federal $ 1,188 $ 12,192 $ 16,260 State 3,452 6,011 10,593 Foreign 6,824 — ( 40 ) 11,464 18,203 26,813 Deferred (benefit) provision: Federal ( 37,640 ) ( 31,185 ) ( 6,506 ) State ( 1,686 ) ( 348 ) 726 Foreign 1,163 1,196 ( 2,631 ) ( 38,163 ) ( 30,337 ) ( 8,411 ) (Benefit) provision for income taxes $ ( 26,699 ) $ ( 12,134 ) $ 18,402 98 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued 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. 2023-09 for the year ended December 28, 2025. See Note 1 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements for additional details about the adoption of ASU No. 2023-09 . 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: FISCAL YEAR 2025 (dollars in thousands) Amount % Income tax benefit at federal statutory rate $ ( 1,720 ) 21.0 % State and local income taxes net of federal tax benefit (1) 1,796 ( 21.9 ) Foreign tax effects: Brazil Withholding taxes - royalties 2,488 ( 30.4 ) Withholding taxes - interest on final installment from Brazil sale transaction 2,260 ( 27.6 ) Korea Withholding taxes - royalties 1,660 ( 20.3 ) Netherlands Income tax impact of outside basis difference on equity method investment ( 861 ) 10.5 Foreign currency gains related to deferred installment 2,024 ( 24.7 ) Valuation allowance on deferred tax assets 958 ( 11.7 ) Foreign tax credits ( 2,260 ) 27.6 Other 230 ( 2.8 ) Various Foreign other 241 ( 2.9 ) Effect of changes in tax laws or rates enacted 655 ( 8.0 ) Effect of cross-border tax laws ( 881 ) 10.8 Tax Credits: Employer related tax credits ( 44,796 ) 546.9 Foreign tax credits ( 4,552 ) 55.6 Other credits ( 26 ) 0.3 Non-taxable or non-deductible items: FICA on certain tips 9,507 ( 116.1 ) Net officers' life insurance ( 828 ) 10.1 Non-controlling interest ( 1,048 ) 12.8 Goodwill impairment 5,919 ( 72.3 ) Stock-based compensation 1,160 ( 14.2 ) Executive compensation 1,026 ( 12.5 ) Meals & entertainment 779 ( 9.5 ) Other 250 ( 3.0 ) Changes in unrecognized tax benefits ( 316 ) 3.9 Other - net ( 364 ) 4.4 Income tax benefit and effective income tax rate $ ( 26,699 ) 326.0 % ________________ (1) Florida and Texas made up the majority (greater than 50%) of the tax effect in this category . In the U.S., a restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”). The level of FICA tax credits is primarily driven by U.S. Restaurant sales and is not impacted by costs incurred that may reduce (Loss) income before (benefit) provision for income taxes. 99 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued The Company has a blended federal and state statutory rate of approximately 26 %. 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. 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. 2023-09: FISCAL YEAR 2024 2023 Income taxes at federal statutory rate 21.0 % 21.0 % State and local income taxes, net of federal benefit ( 7.8 ) 3.8 Non-deductible loss on 2025 Notes Partial Repurchase ( 49.5 ) — Net changes in deferred tax valuation allowances ( 5.3 ) ( 0.9 ) Foreign tax rate differential ( 2.7 ) 0.1 Non-deductible compensation ( 2.2 ) 1.0 Other non-deductible expenses ( 2.2 ) 0.3 Change in foreign tax law ( 2.0 ) ( 1.1 ) Statute expiration on foreign net operating losses ( 0.3 ) 1.1 Tax settlements and related adjustments ( 0.1 ) 0.1 Employment-related credits, net 58.9 ( 15.9 ) Non-taxable gains on foreign currency forward contracts 6.9 — Non-controlling interests 1.9 ( 0.6 ) Net life insurance expense 1.4 ( 0.3 ) U.S. tax impact on foreign income 1.2 ( 0.9 ) Other, net 1.4 0.3 Total 20.6 % 8.0 % 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 %. 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. 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. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. Certain provisions of OBBBA became effective during 2025, while other provisions will become effective in periods subsequent to 2025. 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. The Company will continue to monitor developments and evaluate the effects of any additional guidance or interpretive regulations issued in connection with OBBBA. 100 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Deferred Tax Assets and Liabilities - The income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities are as follows as of the periods indicated: (dollars in thousands) DECEMBER 28, 2025 DECEMBER 29, 2024 Deferred income tax assets: Operating lease liabilities $ 310,313 $ 320,169 Insurance reserves 17,225 13,874 Unearned revenue 58,443 57,567 Deferred compensation 10,946 11,392 Net operating loss carryforwards 7,481 9,002 Federal tax credit carryforwards (1) 240,828 202,319 Other, net (2) 8,982 6,905 Gross deferred income tax assets 654,218 621,228 Less: valuation allowance ( 14,185 ) ( 13,707 ) Deferred income tax assets, net of valuation allowance 640,033 607,521 Deferred income tax liabilities: Less: operating lease right-of-use asset basis differences ( 243,408 ) ( 252,958 ) Less: property, fixtures and equipment basis differences ( 70,087 ) ( 68,814 ) Less: intangible asset basis differences ( 101,845 ) ( 100,227 ) Less: foreign outside basis difference on equity method investment (3) ( 8,143 ) ( 33,822 ) Less: unrealized foreign exchange gain ( 866 ) — Deferred income tax assets, net $ 215,684 $ 151,700 ________________ (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. (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. 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. The net increase in the deferred tax valuation allowance in 2025 is primarily attributable to U.S. foreign tax credits that the Company does not expect to realize. 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. 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. 101 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued Income Tax Payments - Following is a summary of income taxes paid by jurisdiction pursuant to the disclosure requirements of ASU No. 2023-09 for the period presented: FISCAL YEAR (dollars in thousands) 2025 United States - Federal $ 4,500 United States - State and local $ 2,348 Foreign Brazil (1) $ 32,211 Other 2,076 Total cash paid for income taxes, net of refunds $ 41,135 ________________ (1) Includes approximately $ 27.5 million of withholding taxes related to both installments of the Brazil sale transaction. Following is a summary of income taxes paid prior to ASU No. 2023-09 for the periods presented: FISCAL YEAR (dollars in thousands) 2024 2023 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: (dollars in thousands) EXPIRATION DATE AMOUNT Federal tax credit carryforwards 2026 - 2045 $ 252,535 Foreign loss carryforwards 2026 - Indefinite $ 43,640 Foreign credit carryforwards Indefinite $ 1,822 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. The Company currently expects to utilize these tax credit carryforwards within a 10 -year period. However, the Company’s ability to utilize these tax credits could be adversely impacted by, among other items, a future “ownership change” as defined under Section 382 of the Internal Revenue Code as well as the Company’s inability to generate sufficient future taxable income. Unrecognized Tax Benefits - As of December 28, 2025 and December 29, 2024, the liability for unrecognized tax benefits was $ 17.3 million and $ 17.5 million, respectively. Of the total amount of unrecognized tax benefits, including accrued interest and penalties, $ 17.0 million and $ 17.1 million, respectively, if recognized, would impact the Company’s effective income tax rate. The following table summarizes the activity related to the Company’s unrecognized tax benefits for the period indicated: FISCAL YEAR (dollars in thousands) 2025 Balance, beginning of the period $ 17,479 Additions for tax positions taken during a prior period 1 Reductions for tax positions taken during a prior period ( 3 ) Additions for tax positions taken during the current period 699 Lapses in the applicable statutes of limitations ( 853 ) Balance, end of the period $ 17,323 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. 102 Table of Contents BLOOMIN’ BRANDS, INC. 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: OPEN AUDIT YEARS United States - federal 2007 - 2024 United States - state 2020 - 2024 Foreign 2015 - 2024 17. Commitments and Contingencies Lease Guarantees - The Company assigned its interest, and is contingently liable, under certain real estate leases, the latest of which expires in 2032. As of December 28, 2025, the undiscounted payments the Company could be required to make in the event of non-payment by the primary lessees was approximately $ 10.4 million. 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. 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. 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. Outstanding commitments consist primarily of inventory, technology, marketing, store-level services and fixtures and equipment. 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. A reserve is recorded when it is both: (i) probable that a loss has occurred and (ii) the amount of loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings that could cause an increase or decrease in the amount of the reserve that has been previously recorded, or a revision to the disclosed estimated range of possible losses, as applicable. The Company’s legal proceedings range from cases brought by a single plaintiff to threatened class actions with many putative class members. 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. As a result, some matters have not yet progressed sufficiently through discovery or development of important factual information and legal issues to enable the Company to estimate an amount of loss or a range of possible loss. The Company intends to defend itself in legal matters. Some of these matters may be covered, at least in part, by insurance if they exceed specified retention or deductible amounts. However, it is possible that claims may be denied by the Company’s insurance carriers, the Company may be required by its insurance carriers to contribute to the payment of claims, or the Company’s insurance coverage may not continue to be available on acceptable terms or in sufficient amounts. The Company records receivables from third party insurers when recovery has been determined to be probable. The Company believes that the ultimate determination of liability in connection with legal claims pending against the Company, if any, in excess of amounts already provided for such matters in the consolidated financial statements, will not have a material adverse effect on its business, annual results of operations, liquidity or financial position. 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. 103 Table of Contents BLOOMIN’ BRANDS, INC. 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. For these and other matters, the Company recorded reserves of $ 4.9 million and $ 2.3 million as of December 28, 2025 and December 29, 2024, respectively, within Accrued and other current liabilities on its Consolidated Balance Sheets. While the Company believes that additional losses beyond these accruals are reasonably possible, it cannot estimate a possible loss contingency or range of reasonably possible loss contingencies beyond these accruals. 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. 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: FISCAL YEAR (dollars in thousands) 2026 2027 2028 2029 2030 THEREAFTER TOTAL Undiscounted payments $ 23,079 $ 15,233 $ 11,896 $ 7,262 $ 3,950 $ 8,771 $ 70,191 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: (dollars in thousands) DECEMBER 28, 2025 DECEMBER 29, 2024 Undiscounted reserves $ 70,191 $ 59,407 Discount (1) ( 5,670 ) ( 6,361 ) Discounted reserves $ 64,521 $ 53,046 Discounted reserves recognized on the Company’s Consolidated Balance Sheets: Accrued and other current liabilities $ 22,733 $ 19,527 Other long-term liabilities, net 41,788 33,519 $ 64,521 $ 53,046 ____________________ (1) Discount rates of 3.71 % and 4.21 % were used for December 28, 2025 and December 29, 2024, respectively. 18. Segment Reporting The Company considers each of its U.S. restaurant concepts and its international franchise business as operating segments, which reflects how the Company manages its business, reviews operating performance and allocates resources. 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. The Company aggregates its U.S. operating segments into a U.S. reportable segment. The U.S. segment includes all restaurants operating in the U.S. while franchised restaurants operating outside the U.S. are included in the international franchise segment. 104 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued The following is a summary of reportable segments: REPORTABLE SEGMENT CONCEPT GEOGRAPHIC LOCATION U.S. (1) Outback Steakhouse United States of America Carrabba’s Italian Grill Bonefish Grill Fleming’s Prime Steakhouse & Wine Bar International Franchise Outback Steakhouse 12 Franchise Markets Carrabba’s Italian Grill (Abbraccio) _________________ (1) Includes franchise locations. Segment accounting policies are the same as those described in Note 1 - Summary of Significant Accounting Policies . Revenues for all segments include transactions with customers and royalties from franchisees. There were no material transactions among reportable segments. Excluded from Income from operations for U.S. are certain legal and corporate costs not directly related to the performance of the segment, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses. 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: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Revenues U.S. $ 3,886,425 $ 3,857,134 $ 4,053,599 International Franchise 31,297 39,490 41,524 Total segment revenues 3,917,722 3,896,624 4,095,123 All other revenues 38,274 53,851 73,037 Total revenues $ 3,955,996 $ 3,950,475 $ 4,168,160 105 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued The following table presents segment operating income and significant segment expense information for the periods indicated: FISCAL YEAR (dollars in thousands) 2025 2024 2023 U.S. Total revenues $ 3,886,425 $ 3,857,134 $ 4,053,599 Less: Food and beverage 1,166,722 1,132,678 1,219,141 Labor and other related 1,217,802 1,183,227 1,203,170 Other restaurant operating 988,586 970,119 964,308 Other (1) 333,282 321,060 289,446 Total segment expenses 3,706,392 3,607,084 3,676,065 Income from operations $ 180,033 $ 250,050 $ 377,534 International Franchise Total revenues $ 31,297 $ 39,490 $ 41,524 Less: Total segment expenses (1) 885 1,529 2,317 Income from operations $ 30,412 $ 37,961 $ 39,207 Total segment Total revenues $ 3,917,722 $ 3,896,624 $ 4,095,123 Less: Total segment expenses 3,707,277 3,608,613 3,678,382 Total segment income from operations $ 210,445 $ 288,011 $ 416,741 _________________ (1) Includes depreciation and amortization and general and administrative expense. The U.S. segment also includes impairment expense. The following table is a reconciliation of segment income from operations to Income (loss) before (benefit) provision for income taxes for the periods indicated: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Total segment income from operations $ 210,445 $ 288,011 $ 416,741 Unallocated corporate operating expense ( 175,536 ) ( 130,769 ) ( 134,057 ) 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 ) — Interest expense, net ( 45,354 ) ( 62,593 ) ( 51,582 ) (Loss) income before (benefit) provision for income taxes $ ( 8,191 ) $ ( 58,807 ) $ 231,187 106 Table of Contents BLOOMIN’ BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued The following table is a summary of Depreciation and amortization expense by segment for the periods indicated: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Depreciation and amortization U.S. $ 167,670 $ 165,140 $ 157,878 International Franchise — — 252 Total segment depreciation and amortization 167,670 165,140 158,130 Corporate 9,117 8,568 7,611 Other 893 1,872 3,525 Total depreciation and amortization $ 177,680 $ 175,580 $ 169,266 The following table is a summary of capital expenditures by segment for the periods indicated: FISCAL YEAR (dollars in thousands) 2025 2024 2023 Capital expenditures U.S. $ 168,391 $ 212,526 $ 269,843 Corporate 11,502 7,477 11,774 Other 31 734 612 Total capital expenditures $ 179,924 $ 220,737 $ 282,229 The following table sets forth Total assets by segment as of the periods indicated: (dollars in thousands) DECEMBER 28, 2025 DECEMBER 29, 2024 Assets U.S. $ 2,598,842 $ 2,735,251 International Franchise 105,237 103,242 Total segment assets 2,704,079 2,838,493 Corporate 387,573 306,560 Other (1) 80,255 16,262 Assets of discontinued operations held for sale — 223,490 Total assets $ 3,171,907 $ 3,384,805 _________________ (1) Includes the Company’s equity method investment in Brazil. 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 U.S. $ 1,022,451 $ 1,018,309 International (1) 65,454 4,683 Total long-lived assets $ 1,087,905 $ 1,022,992 _________________ (1) Includes the Company’s equity method investment in Brazil. 107 Table of Contents BLOOMIN’ BRANDS, INC. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.