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What changed in Bloomin' Brands, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Bloomin' Brands, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+352 added−364 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in Bloomin' Brands, Inc.'s 2025 10-K

352 paragraphs added · 364 removed · 277 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

66 edited+12 added−12 removed30 unchanged
Biggest changeOutback Steakhouse Company-owned 562 14 (23) — 553 Franchised 126 — (4) — 122 Total 688 14 (27) — 675 44 Carrabba’s Italian Grill Company-owned (1) 198 — (7) 1 192 Franchised (1) 19 — — (1) 18 Total 217 — (7) — 210 29 Bonefish Grill Company-owned 170 — (8) — 162 Franchised 6 — (2) — 4 Total 176 — (10) — 166 27 Fleming’s Prime Steakhouse & Wine Bar Company-owned 64 — (1) — 63 25 Aussie Grill Company-owned 4 — (4) — — Franchised 1 1 — — 2 Total 5 1 (4) — 2 2 U.S. total 1,150 15 (49) — 1,116 International Franchise Outback Steakhouse - South Korea 92 6 (2) — 96 Other 47 3 (1) — 49 International Franchise total 139 9 (3) — 145 Other - Company-owned Outback Steakhouse - Hong Kong/China 19 1 (10) — 10 Discontinued operations - Company-owned Outback Steakhouse - Brazil (2) 155 18 — — 173 Other - Brazil (2) 17 2 — — 19 System-wide total 1,480 45 (62) — 1,463 System-wide total - Company-owned 1,189 35 (53) 1 1,172 System-wide total - Franchised 291 10 (9) (1) 291 ____________________ (1) During 2024, we purchased one franchised Carrabba’s Italian Grill location which is now operated as Company-owned.
Biggest changeOutback Steakhouse Company-owned 553 15 (20) — 548 Franchised 122 — (4) — 118 Total 675 15 (24) — 666 44 Carrabba’s Italian Grill Company-owned 192 1 (6) — 187 Franchised 18 — (1) — 17 Total 210 1 (7) — 204 28 Bonefish Grill Company-owned 162 — (6) — 156 Franchised 4 — (2) — 2 Total 166 — (8) — 158 27 Fleming’s Prime Steakhouse & Wine Bar Company-owned 63 3 — — 66 25 Other Company-owned — — — — — Franchised 2 — (1) — 1 Total 2 — (1) — 1 1 U.S. total 1,116 19 (40) — 1,095 International Franchise Outback Steakhouse - Brazil (1) — 15 (1) 174 188 Outback Steakhouse - South Korea 96 7 (2) — 101 Other (1) 49 2 (4) 19 66 International Franchise total 145 24 (7) 193 355 International - Company-owned Outback Steakhouse - Hong Kong/China 10 — — — 10 Outback Steakhouse - Brazil (1) 173 1 — (174) — Other - Brazil (1) 19 — — (19) — International - Company-owned total 202 1 — (193) 10 System-wide total 1,463 44 (47) — 1,460 System-wide total - Company-owned 1,172 20 (32) (193) 967 System-wide total - Franchised 291 24 (15) 193 493 ____________________ (1) The December 29, 2024 restaurant counts for Brazil are reported as of November 30, 2024 to correspond with the balance sheet date of this subsidiary.
Company-owned Restaurants - Company-owned restaurants are restaurants wholly-owned by us or in which we have a majority ownership. The results of operations of Company-owned restaurants are included in our consolidated operating results and the portion of income or loss attributable to the noncontrolling interests is eliminated in our Consolidated Statements of Operations and Comprehensive (Loss) Income.
Company-owned Restaurants - Company-owned restaurants are restaurants wholly-owned by us or in which we have a majority ownership. The results of operations of Company-owned restaurants are included in our consolidated operating results and the portion of income or loss attributable to the noncontrolling interests is eliminated in our Consolidated Statements of Operations and Comprehensive Income (Loss).
We deliver on this by ensuring Team Members are trained, understand their role in inclusivity and are held accountable in making our restaurants a place where everyone is valued for who they are and what they bring to the table. We support words with actions by engaging with organizations dedicated to cultivating more diverse and inclusive communities.
We deliver on this by ensuring Team Members are trained, understand their role in inclusivity and are held accountable in making our restaurants a place where everyone is valued for who they are and what they bring to the table. We support words with actions by engaging with organizations dedicated to cultivating more inclusive communities.
Our Segments We consider each of our U.S. restaurant concepts and international franchise markets in aggregate to be operating segments, which reflects how we manage our business, review operating performance and allocate resources. We aggregate our U.S. operating segments into the U.S. reportable segment.
Our Segments We consider each of our U.S. restaurant concepts and international franchise markets to be operating segments, which reflects how we manage our business, review operating performance and allocate resources. We aggregate our U.S. operating segments into the U.S. reportable segment.
We also regularly monitor commodity markets and trends to execute product purchases at the most advantageous times. We and our franchisees have distribution programs that includes food, non-alcoholic beverage, smallwares and packaging goods. Where applicable, these programs may be managed by custom distribution companies that only provide products approved for our system.
We also regularly monitor commodity markets and trends to execute product purchases at the most advantageous times. We and our franchisees have distribution programs that include food, non-alcoholic beverage, smallwares and packaging goods. Where applicable, these programs may be managed by custom distribution companies that only provide products approved for our system.
Effective December 31, 2023, we entered into an Amended & Restated Holistic 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”), a franchisee of 75 Outback Steakhouse restaurants in the western United States.
Effective December 31, 2023, we entered into an Amended & Restated Holistic 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”), a franchisee of 74 Outback Steakhouse restaurants in the western United States.
Featuring a wood-burning grill inspired by the many tastes of Italy, guests can enjoy signature dishes such as Chicken Bryan and Pollo Rosa Maria, wood-fire grilled steaks and chops, small plates and classic Italian pasta dishes in a welcoming, contemporary atmosphere. 5 Table of Contents BLOOMIN’ BRANDS, INC.
Featuring a wood-burning grill inspired by the many tastes of Italy, guests can enjoy 5 Table of Contents BLOOMIN’ BRANDS, INC. signature dishes such as Chicken Bryan and Pollo Rosa Maria, wood-fire grilled steaks and chops, and classic Italian pasta dishes in a welcoming, contemporary atmosphere.
Item 1. Business Bloomin’ Brands, Inc. (“Bloomin’ Brands,” the “Company,” “we,” “us,” and “our” and similar terms mean Bloomin’ Brands, Inc. and its subsidiaries except where the context otherwise requires) is one of the largest casual dining restaurant companies in the world, with a portfolio of leading, differentiated restaurant concepts.
Item 1. Business Bloomin’ Brands, Inc. (“Bloomin’ Brands,” the “Company,” “we,” “us,” and “our” and similar terms mean Bloomin’ Brands, Inc. and its subsidiaries except where the context otherwise requires), a Delaware corporation, is one of the largest casual dining restaurant companies in the world, with a portfolio of leading, differentiated restaurant concepts.
This program includes wellness programs intended to proactively support healthcare and access to a health savings account that is eligible for employer contributions and is fully portable. • An employee assistance program provided at no cost to all Team Members and their family members which includes virtual therapy sessions, free counseling and tools and resources in order to improve mental health and the well-being of our Team Members. • All salaried Team Members are eligible to participate in company sponsored retirement plans with access to financial wellness resources.
This program includes wellness programs intended to proactively support healthcare and access to a health savings account that is fully portable. • An employee assistance program provided at no cost to all Team Members and their family members which includes virtual therapy sessions, free counseling and tools and resources in order to improve mental health and the well-being of our Team Members. • All salaried Team Members are eligible to participate in company sponsored retirement plans with access to financial wellness resources.
Initial franchise fees for full-service restaurants are generally $40,000 for U.S. franchisees and range between $30,000 and $75,000 for international franchisees, depending on the market. Some franchisees may also pay advertising and administration fees based on a percentage of gross restaurant sales.
Initial franchise fees for full-service restaurants are generally $40,000 for U.S. franchisees and range between $35,000 and $75,000 for international franchisees, depending on the market. Some franchisees may also pay advertising and administration fees based on a percentage of gross restaurant sales.
We are inspired by the generosity of our Team Members and encourage them to give back to their communities. To facilitate this community engagement, field Team Members volunteer within their communities and U.S. RSC Team Members participate in an annual Community Service Day.
We are inspired by the generosity of our Team Members and encourage them to give back to their communities. To facilitate this community engagement, field Team Members volunteer within their communities and RSC Team Members participate in an annual Community Service Day.
We also offer alcohol to-go from certain locations from each of our restaurant concepts.
We also offer alcohol to-go at certain locations from each of our restaurant concepts.
Following is a summary of sales by occasion, sales mix by product type and average check per person for Company-owned restaurants during 2024: U.S.
Following is a summary of sales by occasion, sales mix by product type and average check per person for U.S. Company-owned restaurants during 2025: U.S.
See Item 1C. Cybersecurity and Item 1A. Risk Factors for additional discussion of our cybersecurity measures. Advertising and Marketing - We advertise through a diverse set of media channels including, but not limited to, national/spot television, radio, social media, search engines and other digital tactics.
Risk Factors for additional discussion of our cybersecurity measures. Advertising and Marketing - We advertise through a diverse set of media channels including, but not limited to, national and spot television, radio, social media, search engines and other digital tactics.
Additionally, we maintain systems to support our customer loyalty program with a focus on increasing traffic to our restaurants. Our integrated point-of-sale system allows us to transact business in our U.S. restaurants and communicate sales data through a secure corporate network to our enterprise resource planning system and data warehouse.
Additionally, we maintain systems to support our U.S. customer loyalty program with a focus on increasing traffic to our restaurants. 9 Table of Contents BLOOMIN’ BRANDS, INC. Our integrated point-of-sale system allows us to transact business in our U.S. restaurants and communicate sales data through a secure corporate network to our enterprise resource planning system and data warehouse.
Subsequent to December 29, 2024, we completed the sale of the majority ownership of our Brazil operations, and all restaurants in that market are now operated as unconsolidated franchisees. See International Franchise Segment discussion below for details.
On December 30, 2024, we completed the sale of the majority ownership of our Brazil operations, and all restaurants in that market are now operated as unconsolidated franchisees. See International Franchise Segment discussion below for details.
Internationally, we face competition due to the number of casual dining restaurant options in the markets in which we operate. 7 Table of Contents BLOOMIN’ BRANDS, INC. REVENUE GENERATING ACTIVITIES We generate our revenues from our Company-owned restaurants and through sales of franchise rights and ongoing royalties and other fees from our franchised restaurants.
Internationally, we face competition due to the number of casual dining restaurant options in the markets in which we operate. REVENUE GENERATING ACTIVITIES We generate our revenues from our Company-owned restaurants and through sales of franchise rights and ongoing royalties and other fees from our franchised restaurants.
System-wide Restaurant Summary - Following is a system-wide rollforward of our restaurants during 2024: DECEMBER 31, 2023 2024 ACTIVITY DECEMBER 29, 2024 U.S. STATE Number of restaurants: OPENINGS CLOSURES OTHER COUNT U.S.
System-wide Restaurant Summary - Following is a system-wide rollforward of our restaurants during 2025: DECEMBER 29, 2024 2025 ACTIVITY DECEMBER 28, 2025 U.S. STATE Number of restaurants: OPENINGS CLOSURES OTHER COUNT U.S.
Information About Our Executive Officers - Below is a list of the names, ages, positions and a brief description of the business experience of each of our executive officers as of February 21, 2025: NAME AGE TITLE AND RECENT BUSINESS EXPERIENCE Michael Spanos 60 Chief Executive Officer and member of the Board of Directors since September 2024.
Information About Our Executive Officers - Below is a list of the names, ages, positions and a brief description of the business experience of each of our executive officers as of February 20, 2026: NAME AGE TITLE AND RECENT BUSINESS EXPERIENCE Michael Spanos 61 Chief Executive Officer and member of the Board of Directors since September 2024.
In 2024, its 16th year, Team Members volunteered over 700 hours of service at 16 non-profit organizations in the Tampa Bay area. We strive to be good stewards of our communities and environment by engaging with organizations dedicated to supporting strong communities and sustainable environmental practices, including: • Big Brothers, Big Sisters • U.S.
In 2025, its 17th year, Team Members volunteered over 500 hours of service at 13 non-profit organizations in the Tampa Bay area. We strive to be good stewards of our communities and environment by engaging with organizations dedicated to supporting strong communities and sustainable environmental practices, including: • Big Brothers, Big Sisters • U.S.
For our Outback Steakhouse and Carrabba’s Italian Grill brands, Market Vice Presidents oversee multiple Area Operating Partner regions.
For Outback Steakhouse, Carrabba’s Italian Grill and Bonefish Grill, Market Vice Presidents oversee multiple Area Operating Partner regions.
We license the use of our registered trademarks to franchisees and third parties through franchise and license arrangements. The franchise and license arrangements restrict franchisees’ and licensees’ activities with respect to the use of our trademarks and impose quality control standards in connection with goods and services offered in connection with the trademarks.
We license the use of our registered trademarks to franchisees and third parties through franchise and license arrangements. The franchise and license arrangements restrict franchisees’ and licensees’ activities with respect to the use of our trademarks and impose quality control standards in connection with goods and services offered in connection with the trademarks. 10 Table of Contents BLOOMIN’ BRANDS, INC.
In addition to base salary, Restaurant Managing Partners and Chef Partners (“Restaurant Partners”), Area Operating Partners, and Market Vice Presidents generally receive performance-based bonuses for providing management and supervisory services to their restaurants, certain of which may be based on a percentage of their restaurants’ monthly operating results or cash flows and/or total controllable income.
In addition to base salary, Restaurant Managing Partners, Chef Partners for Fleming’s Prime Steakhouse & Wine Bar, Area Operating Partners and Market Vice Presidents generally receive performance-based bonuses for providing management and supervisory services to their restaurants, certain of which may be based on a percentage of their restaurants’ monthly operating results or cash flows and/or total controllable income or other factors.
Since 2017, the Trust has paid approximately $2.5 million in response to over 1,900 applications from Team Members who applied for support, including Team Members impacted by hurricanes and other natural disasters. We embrace the communities we serve, from feeding first responders to supporting non-profit organizations, especially in the Tampa Bay area of Florida, home to our U.S. RSC.
Since 2017, the Trust has paid approximately $2.8 million to the benefit of over 2,100 Team Members who applied for support, including Team Members impacted by hurricanes and other natural disasters. We embrace the communities we serve, from feeding first responders to supporting non-profit organizations, especially in the Tampa Bay area of Florida, home to our RSC.
Eligible Team Members participating in the 401(k) receive matching contributions. • Employee discounts when dining at any one of our brands. • All levels of the organization, including hourly Team Members that meet certain service criteria, can qualify for paid time off for the purpose of rest, relaxation and planned time away from the workplace. 12 Table of Contents BLOOMIN’ BRANDS, INC.
Eligible Team Members participating in the 401(k) receive matching contributions. • Eligible employees receive discounts when dining at our brands. • All levels of the organization, including hourly Team Members that meet certain service criteria, can qualify for paid time off for the purpose of rest, relaxation and planned time away from the workplace.
Our concepts have active public relations programs and also rely on national promotions, site visibility, local marketing, customer relationship management initiatives, direct mail, billboards and point-of-sale materials to promote our restaurants. We focus on data segmentation and personalization, customer relationship management and digital advertising to be more efficient and relevant with our advertising expenditures.
Our concepts have active public relations programs and also rely on national promotions, site visibility, local marketing, customer relationship management initiatives, direct mail, billboards and point-of-sale materials to promote our restaurants. We leverage data insights and analytics to develop guest segmentation to inform personalization, guest relationship management and enhance our digital advertising to be more effective, efficient and relevant.
Occasion: Outback Steakhouse Carrabba’s Italian Grill Bonefish Grill Fleming’s Prime Steakhouse & Wine Bar Outback Steakhouse Brazil In-restaurant sales 75 % 66 % 83 % 96 % 85 % Off-premises sales 25 % 34 % 17 % 4 % 15 % 100 % 100 % 100 % 100 % 100 % Sales mix by product type: Food & non-alcoholic beverage 92 % 90 % 81 % 80 % 96 % Alcoholic beverage 8 % 10 % 19 % 20 % 4 % 100 % 100 % 100 % 100 % 100 % Average check per person (USD$) $ 29 $ 26 $ 36 $ 106 $ 12 Average check per person (R$) R$ 64 Unaffiliated Franchise Program - Our unaffiliated franchise agreements grant third parties the right to establish and operate a restaurant using one of our concepts.
Occasion: Outback Steakhouse Carrabba’s Italian Grill Bonefish Grill Fleming’s Prime Steakhouse & Wine Bar In-restaurant sales 75 % 66 % 83 % 97 % Off-premises sales 25 % 34 % 17 % 3 % 100 % 100 % 100 % 100 % Sales mix by product type: Food & non-alcoholic beverage 92 % 90 % 81 % 80 % Alcoholic beverage 8 % 10 % 19 % 20 % 100 % 100 % 100 % 100 % Average check per person $ 29 $ 27 $ 37 $ 110 Unaffiliated Franchise Program - Our unaffiliated franchise agreements grant third parties the right to establish and operate a restaurant using one of our concepts.
Our restaurant operations are also subject to federal, state and local laws and regulations for such matters as: • immigration, employment, minimum wage, overtime, tip credits, paid and unpaid leave, safety standards, worker conditions and health care; • menu labeling and food safety; • the Americans with Disabilities Act, which, among other things, requires our restaurants to meet federally mandated requirements for the disabled; and • information security, data privacy, anti-corruption/anti-bribery, cashless payments and gift cards.
Our restaurant operations are also subject to federal, state and local laws and regulations for such matters as: • immigration, employment, minimum wage, overtime, tip credits, paid and unpaid leave, safety standards, worker conditions and health care; • menu labeling, traceability requirements, and food safety; • environmental, sustainability, waste management, energy usage, and climate-related regulations, covering things such as climate-related disclosures, gas appliance restrictions, and single use packaging; • the Americans with Disabilities Act, which, among other things, requires our restaurants to meet federally mandated requirements for the disabled; and • information security, data privacy, anti-corruption/anti-bribery, cashless payments and gift cards.
OSI Restaurant Partners, LLC (“OSI”), a wholly-owned subsidiary of Bloomin’ Brands, is our primary operating entity. MARKETS As of December 29, 2024, we owned and operated 1,172 restaurants and franchised 291 restaurants across 46 states, Guam and 12 countries.
OSI Restaurant Partners, LLC (“OSI”), a wholly-owned subsidiary of Bloomin’ Brands, is our primary operating entity. MARKETS As of December 28, 2025, we owned and operated 967 restaurants and franchised 493 restaurants across 46 states, Guam and 12 countries.
Our Company-owned restaurants, and most of our franchised restaurants, are connected through a portal that provides our employees and franchise partners with access to business information and tools that allow them to collaborate, communicate, train and share information. 9 Table of Contents BLOOMIN’ BRANDS, INC. We maintain a system to ensure network security and safeguard against data loss.
Our Company-owned restaurants, and most of our U.S. franchised restaurants, are connected through a portal that provides our employees and franchise partners with access to business information and tools that allow them to collaborate, communicate, train and share information. We maintain a system to ensure network security and safeguard against data loss. See Item 1C. Cybersecurity and Item 1A.
SEASONALITY Our business is subject to seasonal fluctuations. Historically, customer traffic patterns for our established U.S. restaurants are generally highest in the first quarter of the year and lowest in the third quarter of the year. International customer traffic patterns vary by market with Brazil historically experiencing minimal seasonal traffic fluctuations.
SEASONALITY Our business is subject to seasonal fluctuations. Customer traffic patterns for our established U.S. restaurants are generally highest in the first quarter of the year and lowest in the third quarter of the year. International customer traffic patterns vary by market. Holidays may affect sales volumes in some of our markets.
Holidays may affect sales volumes seasonally in some of our markets. Severe storms, extended periods of inclement weather or climate change may affect the seasonal operating results of the areas impacted. 10 Table of Contents BLOOMIN’ BRANDS, INC. GOVERNMENT REGULATION We are subject to various federal, state, local and international laws affecting our business.
Severe storms, extended periods of inclement weather or climate change may affect the seasonal operating results of the areas impacted. GOVERNMENT REGULATION We are subject to various federal, state, local and international laws affecting our business.
To support this commitment, we have a Code of Conduct that provides clear direction for behavioral expectations. We provide annual training to our Restaurant Partners, Area Operating Partners, Market Vice Presidents and RSC Team Members on our Code of Conduct, Preventing Discrimination and Harassment and Anti-Bribery and Anti-Corruption. All field-level employees are also provided Preventing Discrimination and Harassment training.
We provide annual training to our Restaurant Managing Partners, Chef Partners, Area Operating Partners, Market Vice Presidents and RSC Team Members on our Code of Conduct, Preventing Discrimination and Harassment and Anti-Bribery and Anti-Corruption. All field-level employees are also provided Preventing Discrimination and Harassment training.
We believe that all employees, regardless of job role or title, have a shared responsibility in the promotion of health and safety in the workplace. We are committed to providing and following safety laws and rules, including internal policies and procedures. This commitment means carrying out company activities in ways that preserve and promote a clean, safe and healthy environment.
We believe that all employees, regardless of job role or title, have a shared responsibility in the promotion of health and safety in the workplace. We are committed to providing and following safety laws and rules, including internal policies and procedures.
RESOURCES Sourcing and Supply - Our supply chain management organization is responsible for all food and operating supply purchases as well as a large percentage of purchases of field and corporate services.
Royalty rate requirements are consistent with the lower end of our international franchise royalty range. RESOURCES Sourcing and Supply - Our supply chain management organization is responsible for all food and operating supply purchases as well as a large percentage of purchases of field and corporate services.
Vice President of Operations, Carrabba’s Italian Grill from March 2018 to May 2022. Kelly Lefferts 58 Executive Vice President, Chief Legal Officer and Secretary since July 2019. Group Vice President and U.S. General Counsel from September 2015 to July 2019. Vice President and Assistant General Counsel from January 2008 to September 2015. Ms.
Pat Hafner 52 Executive Vice President, President of Outback Steakhouse since January 2025. President of Carrabba’s Italian Grill from May 2022 to January 2025. Vice President of Operations, Carrabba’s Italian Grill from March 2018 to May 2022. Kelly Lefferts 59 Executive Vice President, Chief Legal Officer and Secretary since July 2019. Group Vice President and U.S.
These customized relationships enable our staff to effectively manage and prioritize our supply chain needs. Beef represents the majority of purchased proteins in the U.S. In 2024, our U.S. restaurants purchased beef raw materials primarily from four beef suppliers.
These customized relationships enable our staff to effectively manage and prioritize our supply chain needs. Beef represents the majority of purchased proteins. In 2025, our restaurants purchased beef raw materials primarily from four beef suppliers. Due to the nature of our industry, we expect to continue purchasing a substantial amount of beef from a small number of suppliers.
We also face growing competition from the supermarket industry which offers expanded selections of prepared meals. Further, improving product offerings and convenience options from quick-service and fast-casual restaurants, and the expansion of home delivery services, together with negative economic conditions, could cause consumers to choose less expensive alternatives than our restaurants.
Further, improving product offerings and convenience options from quick-service and fast-casual restaurants, and the expansion of home delivery services, together with negative economic conditions, could cause consumers to choose less expensive 7 Table of Contents BLOOMIN’ BRANDS, INC. alternatives than our restaurants.
Additionally, we offer a well-rounded benefit package that includes the following, along with other benefits: • Comprehensive health insurance coverage for Team Members working an average of 30 or more hours each week.
To align Team Member objectives with our Company and ultimately our stockholders, Bloomin’ Brands offers programs that reward long-term performance. Additionally, we offer a well-rounded benefits package that includes the following, along with other benefits: • Comprehensive health insurance coverage for Team Members working an average of 30 or more hours each week.
See Note 3 - Discontinued Operations of the Notes to Consolidated Financial Statements for further details. Competition The restaurant industry is highly competitive with a substantial number of restaurant operators that compete directly and indirectly with us in respect to price, service, location and food quality, and there are other well-established competitors with significant financial and other resources.
Competition The restaurant industry is highly competitive with a substantial number of restaurant operators that compete directly and indirectly with us in respect to price, service, location and food quality, and there are other well-established competitors with significant financial and other resources. There is also active competition for management personnel, attractive suitable real estate sites, supplies and restaurant employees.
More than 25 years at PepsiCo, Inc. in various roles including Chief Executive Officer of Asia, Middle East and North Africa, from October 2017 to November 2019. W. Michael Healy 50 Chief Financial Officer and Executive Vice President, Global Business Development since April 2024. Executive Vice President, Global Business Development and Strategy from November 2023 to April 2024.
More than 25 years at PepsiCo, Inc. in various roles including Chief Executive Officer of Asia, Middle East and North Africa, from October 2017 to November 2019. Eric Christel 53 Executive Vice President, Chief Financial Officer since September 2025, Executive Vice President, Chief Financial Officer-Elect August 2025 to September 2025.
The menu also offers a selection of specialty appetizers, including our signature Bloomin’ Onion ® , and desserts, together with full bar service. Carrabba’s Italian Grill - Offering authentic Italian cuisine passed down from its founders’ family recipes, Carrabba’s Italian Grill uses high-quality ingredients to prepare fresh and handmade dishes cooked to order in a lively exhibition kitchen.
Carrabba’s Italian Grill - Offering authentic Italian cuisine passed down from its founders’ family recipes, Carrabba’s Italian Grill uses high-quality ingredients to prepare fresh and handmade dishes cooked to order in a lively exhibition kitchen.
Due to the nature of our industry, we expect to continue purchasing a substantial amount of beef from a small number of suppliers. Other major commodity categories purchased include seafood, pork, poultry, produce, dairy, bread, oils and pasta and energy sources to operate our restaurants, such as natural gas and electricity.
Other major commodity categories purchased include seafood, pork, poultry, produce, dairy, bread, oils and pasta and energy sources to operate our restaurants, such as natural gas and electricity.
In recent years, we began developing our U.S. Outback Steakhouse restaurants utilizing a smaller-scaled “Joey” design. The Joey was designed to increase return on investment through a reduced restaurant footprint with a more efficient layout. Our current Joey design consists of a freestanding building with approximately 5,000 square feet and seating for approximately 190 guests.
Development - We opportunistically pursue unit growth across our concepts through existing geography fill-in and market expansion opportunities. In recent years, we began developing our U.S. Outback Steakhouse restaurants utilizing a smaller-scaled “Joey” design. The Joey was designed to increase return on investment through a reduced restaurant footprint with a more efficient layout.
There is also active competition for management personnel, attractive suitable real estate sites, supplies and restaurant employees. In addition, competition is influenced strongly by marketing and brand reputation. At an aggregate level, all major casual dining restaurants in markets in which we operate would be considered competitors of our concepts.
In addition, competition is influenced strongly by marketing and brand reputation. At an aggregate level, all major casual dining restaurants in markets in which we operate would be considered competitors of our concepts. We also face growing competition from the supermarket industry which offers expanded selections of prepared meals.
We use surveys to seek feedback from our Team Members on a variety of topics that include, but are not limited to, confidence in leadership, our company culture and overall satisfaction with the Company. We utilize a comprehensive total rewards survey, the insights from which we are using to define our Value of Employment strategy.
We focus on developing genuine, emotional guest connections through friendly service and high-quality food. We use surveys to seek feedback from our Team Members on a variety of topics that include, but are not limited to, confidence in leadership, our company culture and overall satisfaction with the Company.
Additionally, our larger international markets have teams that engage local agencies to tailor advertising to each market and develop relevant and timely promotions based on local consumer demand. In 2023, Outback Steakhouse brought back our “No Rules, Just Right” campaign that highlights great food, top-quality dining experiences and the spirit of Australia.
Additionally, our larger international markets have teams that engage local agencies to tailor advertising to each market and develop relevant and timely promotions based on local consumer demand. In 2025, Outback Steakhouse added the Aussie Three Course as a menu offering, reinforcing value, casual craveability and the spirit of the “No Rules, Just Right” iconic brand positioning.
During 2024, our turnover rates for U.S. hourly restaurant Team Members and U.S. restaurant management were 84% and 20%, respectively. We are committed to high standards of ethical, moral and legal business conduct and strive to be an open and honest workplace, providing a positive work environment and fostering a culture of integrity and ethical decision-making.
We are committed to high standards of ethical, moral and legal business conduct and strive to be an open and honest workplace, providing a positive work environment and fostering a culture of integrity and ethical decision-making. To support this commitment, we have a Code of Conduct that provides clear direction for behavioral expectations.
Segment As of December 29, 2024, in our U.S. segment, we owned and operated 970 restaurants and franchised 146 restaurants across 46 states. Outback Steakhouse - Outback Steakhouse is a casual steakhouse restaurant concept focused on steaks, bold flavors and Australian decor. The Outback Steakhouse menu offers seasoned and seared grilled steaks, chops, chicken, seafood, pasta, salads and seasonal specials.
Properties for disclosure of our restaurant count by country and territory. U.S. Segment As of December 28, 2025, in our U.S. segment, we owned and operated 957 restaurants and franchised 138 restaurants across 46 states. Outback Steakhouse - Outback Steakhouse is a casual steakhouse restaurant concept focused on steaks, bold flavors and Australian decor.
We opened 14 Outback Steakhouse restaurants during 2024 and plan to open approximately 15 additional locations in 2025. International Development - We continue to pursue international expansion opportunities through our franchise partners, leveraging established franchised markets in South America, Asia and the Middle East, with a focus on Brazil, through our minority interest in these operations.
International Development - We continue to pursue international expansion opportunities through our franchise partners, leveraging established franchised markets in South America, Asia and the Middle East, with a focus on Brazil. Remodeling - We regularly remodel restaurants across all of our concepts to maintain the relevance of our restaurants’ ambience, focused on driving additional traffic to our restaurants.
Restaurant Development We utilize the ownership structure and market entry strategy that best fits the needs for a particular market, including Company-owned units and franchisees, as determined by demand, cost structure and economic conditions. U.S. Development - We opportunistically pursue unit growth across our concepts through existing geography fill-in and market expansion opportunities.
Abbraccio Cucina Italiana also has a range of beverage options, including classically inspired cocktails and local favorites with an Italian twist. Restaurant Development We utilize the ownership structure and market entry strategy that best fits the needs for a particular market, including Company-owned units and franchisees, as determined by demand, cost structure and economic conditions. U.S.
Fleming’s Prime Steakhouse & Wine Bar offers an impressive range of USDA Prime steaks, premium seafood entrées, storied wines and fresh hand-crafted cocktails. International Franchise Segment As of December 29, 2024, our international franchise segment includes 145 franchised restaurants across 11 countries and Guam. See Item 2. Properties for disclosure of our international restaurant count by country and territory.
As of December 28, 2025, our international franchise segment includes 355 franchised restaurants across 11 countries and Guam. See Item 2. Properties for disclosure of our international restaurant count by country and territory.
(1) Outback Steakhouse United States of America Carrabba’s Italian Grill Bonefish Grill Fleming’s Prime Steakhouse & Wine Bar International Franchise (2) Outback Steakhouse 12 Franchise Markets Carrabba’s Italian Grill (Abbraccio) _________________ (1) Includes franchise locations. (2) See Item 2. Properties for disclosure of our restaurant count by country and territory.
Following is a summary of reportable segments as of December 28, 2025: 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 (2) Outback Steakhouse 12 Franchise Markets Carrabba’s Italian Grill (Abbraccio) _________________ (1) Includes franchise locations. (2) See Item 2.
Lissette Gonzalez 51 Executive Vice President, Chief Commercial Officer since February 2025. Executive Vice President, Chief Supply Chain and Operations Excellence Officer from October 2023 to February 2025. Senior Vice President, Global Supply Chain Officer from April 2021 to October 2023. Vice President, Global Supply Planning and Forecasting from April 2019 to April 2021.
Chief Financial Officer, Snacks Division at Campbells Company from January 2022 to July 2025. Chief Financial Officer at Americas at Dentsu from January 2020 to January 2022. Lissette Gonzalez 52 Executive Vice President, Chief Commercial Officer since February 2025. Executive Vice President, Chief Supply Chain and Operations Excellence Officer from October 2023 to February 2025.
Lefferts has also served as Secretary since February 2016. Philip Pace 50 Senior Vice President, Chief Accounting Officer since July 2022. Group Vice President and Controller from October 2015 to July 2022. Vice President, Corporate Controller from July 2013 to October 2015.
Senior Director, Organizational Development at Advance Auto Parts, Inc. from March 2020 to May 2022. Philip Pace 51 Senior Vice President, Chief Accounting Officer since July 2022. Group Vice President and Controller from October 2015 to July 2022. Vice President, Corporate Controller from July 2013 to October 2015.
In connection with the closing of the Brazil Sale Transaction on December 30, 2024, we entered into amended and restated franchise agreements with all existing restaurants in Brazil for 20-year terms. Royalty rates, initial franchise fees, and local advertising spend requirements are consistent with the lower end of our other international franchise royalty range.
See Note 4 – Revenue Recognition of the Notes to Consolidated Financial Statements for further details regarding the 2023 Resolution Agreement. In connection with the closing of the Brazil Sale Transaction on December 30, 2024, we entered into amended and restated franchise agreements with all existing restaurants in Brazil for 20-year terms.
Annual strategic talent reviews and succession planning for executive-level roles, senior management and key restaurant leadership positions help ensure consistency in management talent quality. In 2024, approximately 91% of promotions to our Manager in Training program and to Restaurant Managing Partner were internal. We regularly monitor and evaluate turnover and attrition metrics.
We utilize a comprehensive total rewards survey, the insights from which we are using to define our Value of Employment strategy. Annual strategic talent reviews and succession planning for executive-level roles, senior management and key restaurant leadership positions help ensure consistency in management talent quality.
In addition to gender, racial and ethnic diversity, our U.S Team Members are also diverse in age, comprised of five generations: Traditionalists, Baby Boomers, Generation X, Millennials and Generation Z. Celebrating Our People – Team Members, guests, suppliers and communities have always been at the heart of our Company’s culture, driven each day by our founding Principles & Beliefs.
(2) Includes restaurant managers, Restaurant Managing Partners, Chef Partners, Area Operating Partners and Market Vice Presidents. 11 Table of Contents BLOOMIN’ BRANDS, INC. In addition to gender, racial and ethnic diversity, our U.S. Team Members are also diverse in age, comprised of five generations: Traditionalists, Baby Boomers, Generation X, Millennials and Generation Z.
We track several workforce statistics to help us understand the gender, racial and ethnic diversity of our U.S. Team Members, including the following as of the period indicated: DECEMBER 29, 2024 KEY STATISTICS WOMEN PEOPLE OF COLOR (1) Restaurant Support Center 59% 25% Operations Leadership (2) 39% 33% Hourly Team Members 52% 51% _________________ (1) Denotes U.S.
HUMAN CAPITAL RESOURCES Employees - As of December 28, 2025, we employed approximately 64,000 Team Members, of which approximately 500 are Restaurant Support Center (“RSC”) employees. We track several workforce statistics to help us understand the gender, racial and ethnic diversity of our U.S.
Under the terms of the 2023 Resolution Agreement, advertising fees are reduced to 2.25% of gross sales until December 27, 2026 or upon the earlier occurrence of certain specified events, including the sale of all or substantially all of the assets or equity of Out West, bankruptcy or a liquidation event. 8 Table of Contents BLOOMIN’ BRANDS, INC.
The agreement ends on December 27, 2026 or upon the earlier occurrence of certain specified events, including a default in ongoing franchise payment obligations to us or if earnings fall below specified levels, the sale of all or substantially all of Out West’s assets or equity, bankruptcy or a liquidation event.
Following the sale, restaurants that were formerly Company-owned now operate as unconsolidated franchisees. See Note 3 - Discontinued Operations of the Notes to Consolidated Financial Statements for additional details regarding the sale.
Following the close of the Brazil Sale Transaction on December 30, 2024, all restaurants in that market operate as unconsolidated franchisees and the related store count is no longer reported on a one-month lag. See Note 2 - Discontinued Operations of the Notes to Consolidated Financial Statements for further details.
We believe that creating exceptional guest experiences begins with providing a positive, supportive work environment that welcomes individual differences and allows employees to grow and have fun. We focus on developing genuine, emotional guest connections through friendly service and high-quality food. 11 Table of Contents BLOOMIN’ BRANDS, INC.
Celebrating Our People – Team Members, guests, suppliers and communities have always been at the heart of our Company’s culture, driven each day by our founding Principles & Beliefs. We believe that creating exceptional guest experiences begins with providing a positive, supportive work environment that welcomes individual differences and allows employees to grow and have fun.
Restaurant Management - The Restaurant Managing Partner has primary responsibility for the day-to-day operation of the restaurant and is required to follow Company-established operating standards. Area Operating Partners for our casual dining concepts oversee restaurant operations and Restaurant Managing Partners within a specific region.
Our U.S. loyalty program, Dine Rewards, is designed to engage with our loyal guest base and drive incremental traffic. We continue to drive recruitment and loyalty through this targeted marketing lever. Restaurant Management - The Restaurant Managing Partner has primary responsibility for the day-to-day operation of each restaurant and is required to follow Company-established operating standards.
Roundtable for Sustainable Beef • Boys & Girls Clubs • Clean Energy Buyers Association • Feeding America (Tampa Bay) • Animal Agriculture Alliance • Meals on Wheels • Habitat for Humanity In addition, during 2022 we implemented an annual matching gift and volunteer grant program for eligible 501(c)(3) non-profit organizations and provided a limited dollar-for-dollar match or grant for full-time U.S.
Roundtable for Sustainable Beef • Boys & Girls Clubs • Clean Energy Buyers Association • Feeding America (Tampa Bay) • Animal Agriculture Alliance • Meals on Wheels • Habitat for Humanity 13 Table of Contents BLOOMIN’ BRANDS, INC.
Total Rewards - Our philosophy is to motivate and retain our Team Members by offering comprehensive total rewards packages. To align Team Member objectives with our Company and ultimately our stockholders, Bloomin’ Brands offers programs that reward long-term performance.
This commitment means carrying out company activities in ways that preserve and promote a clean, safe and healthy environment. 12 Table of Contents BLOOMIN’ BRANDS, INC. Total Rewards - Our philosophy is to motivate and retain our Team Members by offering comprehensive total rewards packages.
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. Following is a summary of reportable segments as of December 29, 2024: REPORTABLE SEGMENT CONCEPT GEOGRAPHIC LOCATION U.S.
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. 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.
Removed
Subsequent to December 29, 2024, we completed the sale of the majority ownership of our Brazil operations. All restaurants in that market now operate as unconsolidated franchisees and Brazil is included in our franchise market count. See International Franchise Segment discussion below for details. U.S.
Added
The Outback Steakhouse menu offers seasoned and seared grilled steaks, ribs, chicken, seafood, pasta, salads and seasonal specials. The menu also offers a selection of specialty appetizers, including our signature Bloomin’ Onion ® , and desserts, together with full bar service.
Removed
Abbraccio Cucina Italiana also has a range of beverage options, including classically inspired cocktails and local favorites with an Italian twist. On December 30, 2024, we sold 67% of our Brazil operations (the “Brazil Sale Transaction”) and retained a 33% interest. As of November 30, 2024, there were 192 restaurants operating in Brazil.
Added
Fleming’s Prime Steakhouse & Wine Bar offers an impressive range of USDA Prime steaks, premium seafood entrées, storied wines and fresh hand-crafted cocktails. International Franchise Segment On December 30, 2024, we sold 67% of our Brazil operations (the “Brazil Sale Transaction”) and retained a 33% interest. Following the sale, restaurants that were formerly Company-owned now operate as unconsolidated franchisees.
Removed
Remodeling - We regularly remodel restaurants across all of our concepts to maintain the relevance of our restaurants’ ambience, focused on driving additional traffic to our restaurants. We completed 65 restaurant remodels during 2024 and more than 100 restaurant remodels during 2023. 6 Table of Contents BLOOMIN’ BRANDS, INC.
Added
Our current Joey design consists of a freestanding building with approximately 5,000 square feet and seating for approximately 190 guests. We opened 15 Outback Steakhouse restaurants during 2025 and plan to open approximately six additional locations in 2026.
Removed
(2) The restaurant counts for Brazil, including Abbraccio and Aussie Grill restaurants within International Company-owned Other - Brazil, are reported as of November 30, 2023 and 2024, respectively, to correspond with the balance sheet dates of this subsidiary. Following the close of the Brazil Sale Transaction on December 30, 2024, all restaurants in that market operate as unconsolidated franchisees.
Added
One of our key platforms in our turnaround strategy is to invest in our restaurants. As a part of this strategy, we plan to remodel nearly all of our Outback Steakhouse restaurants by the end of 2028. 6 Table of Contents BLOOMIN’ BRANDS, INC.
Removed
The Brazil franchise agreements also include a development fee for each new restaurant and a fee upon renewal of the franchise agreement after the initial 20-year term. Initial franchise fees were not charged for restaurants operating in Brazil at the time of the closing.
Added
The 2023 Resolution Agreement provides for (i) deferral and forbearance of the Company’s and Out West’s lenders’ rights with respect to prior payment defaults, (ii) reduced advertising fees of 2.25% of gross sales, (iii) payment priorities for rents, royalties, national advertising fees and local marketing expenditures, and (iv) mechanisms to settle Out West’s obligations with its lenders and provide for capital expenditures, within certain 8 Table of Contents BLOOMIN’ BRANDS, INC. limitations.
Removed
“No Rules, Just Right” is more than a marketing platform, it is a philosophy that puts the guest experience at the center of every decision made within Outback Steakhouse. Our U.S. loyalty program, Dine Rewards, is designed to drive incremental traffic and provide data for customer segmentation and personalization opportunities.
Added
Upon the expiration or any earlier termination of the 2023 Resolution Agreement, there is no assurance that we will continue to receive royalties and other fees owed to us from Out West or that we will not need to provide additional support for the franchised locations.
Removed
HUMAN CAPITAL RESOURCES Employees - As of December 29, 2024, we employed approximately 81,000 Team Members, of which approximately 800 are Restaurant Support Center (“RSC”) employees. This total includes approximately 14,000 Team Members in Brazil, of which approximately 250 are Brazil RSC employees.
Added
Joint Venture Partners for Outback Steakhouse, Carrabba’s Italian Grill and Bonefish Grill, as well as Directors of Operations for Fleming’s Prime Steakhouse & Wine Bar (collectively, “Area Operating Partners”), are responsible for overseeing restaurant operations and the Restaurant Managing Partners within their specific regions.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

87 edited+19 added−8 removed127 unchanged
Biggest changeThese risks and uncertainties could result in operational and administrative inefficiencies and additional added costs, which could adversely impact our results of operations. Further, the tight labor market in the United States has further strained and could continue to strain our ability to keep our restaurants fully staffed.
Biggest changeThe tight labor market in the United States has further strained and could continue to strain our ability to keep our restaurants fully staffed. A shortage of team members also could cause our restaurants to operate with reduced staff, which could adversely affect our ability to provide high-quality guest service and cause our business and financial results to suffer.
Beef is a significant cost to us, and we may also incur higher costs to secure 16 Table of Contents BLOOMIN’ BRANDS, INC. adequate suppliers or make substantial changes to our menu offerings, at the risk of material adverse harm to our business.
Beef is a significant cost to us, and we may also incur higher costs to secure adequate suppliers or make substantial changes to our menu offerings, at the risk of material adverse harm to our 16 Table of Contents BLOOMIN’ BRANDS, INC. business.
In addition, there is no assurance that we will generate anticipated royalties from our franchise arrangement, which will be subject to the general risks associated with franchise arrangements. As a minority equity investor and franchisor, we will have limited control with respect to the Brazilian operations.
In addition, there is no assurance that we will generate anticipated royalties from our franchise arrangement, which will be subject to the general risks associated with franchise arrangements. As a minority equity investor and franchisor, we have limited control with respect to the Brazilian operations.
Adverse weather conditions and natural disasters and other unforeseen events, such as winter storms, severe temperatures, thunderstorms, floods, drought, fires, hurricanes and earthquakes, terrorist attacks, war and widespread/pandemic illness, and the effects of such events on economic conditions and consumer spending patterns, could disrupt our operations or supply chain and negatively impact our results of operations.
Adverse weather conditions, natural disasters and other unforeseen events, such as winter storms, severe temperatures, thunderstorms, floods, drought, fires, hurricanes, earthquakes, terrorist attacks, war, widespread/pandemic illness, and the effects of such events on economic conditions and consumer spending patterns, could disrupt our operations or supply chain and negatively impact our results of operations.
Future changes to existing accounting rules, accounting standards, new pronouncements and varying interpretations of pronouncements, or the questioning of current accounting practices may adversely affect our reported financial results. Additionally, our assumptions, estimates and judgments related to complex accounting matters could significantly affect our financial results.
Future changes to existing accounting rules or standards, new pronouncements and varying interpretations of pronouncements, or the questioning of current accounting practices may adversely affect our reported financial results. Additionally, our assumptions, estimates and judgments related to complex accounting matters could significantly affect our financial results.
These claims may divert our financial and management resources that would otherwise be used to benefit our operations. The ongoing expense of or diversion of management attention due to any resulting lawsuits, any substantial settlement payment or damage award against us and any damage to our reputation could adversely affect our business and results of operations.
These claims may divert our financial and management resources that would otherwise be used to benefit our operations. The ongoing expense of or diversion of management attention due to any resulting lawsuits, any substantial accrual, settlement payment or damage award against us and any damage to our reputation could adversely affect our business and results of operations.
While these changes were reflective of ongoing succession-planning, leadership transition can create risks as individuals are integrated into new roles, onboarding shifts management attention from business concerns, we may fail to retain other key personnel, or we may lose institutional knowledge.
While some of these changes were reflective of ongoing succession-planning, leadership transition can create risks as individuals are integrated into new roles, onboarding shifts management attention from business concerns, we may fail to retain other key personnel, or we may lose institutional knowledge.
Any failure or perceived failure by us to adequately address stakeholder expectations and legal requirements regarding corporate citizenship, including diversity, equity and inclusion, employee health, safety and welfare, and workplace rights, among others, may damage our reputation and adversely affect our business and results of operations.
Any failure or perceived failure by us to adequately address differing stakeholder expectations and legal requirements regarding corporate citizenship, including diversity, equity and inclusion, employee health, safety and welfare, and workplace rights, among others, may damage our reputation and adversely affect our business and results of operations.
Regardless of the source or cause, any report of food-borne illnesses and other food safety issues, whether at one of our restaurants or in the industry or supply chain, generally could have a negative impact on our traffic and sales and adversely affect the reputation of our brands.
Regardless of the source or cause, any report of food-borne illnesses and other food safety issues, whether at one of our restaurants, in the industry or supply chain, could have a negative impact on our traffic and sales and adversely affect the reputation of our brands.
Currency regulations and fluctuations in exchange rates could also affect our performance. We have operations in many foreign countries, including a minority equity investment in our Brazil franchisees, direct investments in restaurants in Hong Kong and international franchisees.
Currency regulations and fluctuations in exchange rates could also affect our performance. We have operations in many foreign countries, including a minority equity investment in our Brazil franchisees, direct investments in restaurants in Hong Kong and other international franchisees.
An external disruption or an internal dispute could force us to sever ties with our suppliers, and we may not be able to find a suitable replacement in a timely or cost-efficient manner.
An external disruption or an internal dispute could force us to sever ties with our suppliers or distributors, and we may not be able to find a suitable replacement in a timely or cost-efficient manner.
For example, the COVID-19 pandemic, severe winter weather conditions, wildfires and hurricanes have impacted our traffic, and that of our franchisees, and results of operations in recent years.
For example, the COVID-19 pandemic, severe winter weather conditions, wildfires and hurricanes have impacted our traffic, our franchisees, and results of operations in recent years.
If we fail to achieve goals, targets, or objectives we may set with respect to corporate citizenship and sustainability matters, if we do not meet or comply with new regulations or evolving consumer, investor, industry, or stakeholder expectations and standards, including those related to reporting, or if we are perceived to have not responded appropriately to the growing concern for corporate citizenship and sustainability matters, we may face legal or regulatory actions, the imposition of fines, penalties, or other sanctions, adverse publicity, and decreased demand from consumers, or the price of our common stock could decline, any of which could materially harm our reputation or have a material adverse effect on our business, financial condition, or operating results.
If we fail to achieve goals, targets, or objectives we may set with respect to corporate citizenship and sustainability matters, if we do not meet or comply with new regulations or evolving government, consumer, investor, industry, or stakeholder expectations and standards, including those related to reporting, or if we are perceived to have not responded appropriately to the growing concern for corporate citizenship and sustainability matters, we may face legal or regulatory actions, the imposition of fines, penalties, or other sanctions, adverse publicity, and decreased demand from consumers, or the price of our common stock could decline, any of which could materially harm our reputation or have a material adverse effect on our business, financial condition, or oper ating results.
Our effective income tax rate and other taxes in the future could be adversely affected by a number of factors, including changes in the mix of earnings in countries with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, an “ownership change” as defined under Section 382 of the Internal Revenue Code, changes in U.S. or foreign tax laws, including the 15% global minimum tax under the Organization for Economic Co-operation and Development (“OECD”) Pillar Two (“Pillar Two”), Global Anti-Base Erosion rules, uncertainty in the interpretation of tax laws, comprehensive tax reform measures or other legislative changes, particularly as a result of the recent U.S. elections, and the outcome of income tax audits and tax litigation, such as in Brazil.
Our effective income tax rate and other taxes in the future could be adversely affected by a number of factors, including changes in the mix of earnings in countries with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, an “ownership change” as defined under Section 382 of the Internal Revenue Code, changes in U.S. or foreign tax laws, including the 15% global minimum tax under the Organization for Economic Co-operation and Development (“OECD”) Pillar Two (“Pillar Two”), Global Anti-Base Erosion rules, uncertainty in the interpretation of tax laws, comprehensive tax reform measures or other legislative changes, and the outcome of income tax audits and tax litigation, such as in Brazil.
Increased prices or shortages could affect the cost and quality of the items we buy or require us to raise prices, limit our menu options or implement alternative processes or products. In response, customers may be less willing to patronize our restaurants in favor of our competitors or lower-priced alternatives.
Increased prices or shortages could affect the cost and quality of the items we buy or require us to raise prices, limit our menu options or implement alternative processes or products. In response, consumers may be less willing to patronize our restaurants in favor of our competitors or lower-priced alternatives.
Although we have elected in our certificate of incorporation not to be subject to Section 203 of the Delaware General Corporation Law, our certificate of incorporation contains provisions that have the same effect as Section 203. General Risk Factors Litigation could have a material adverse impact on our business and our financial performance.
Although we have elected in our certificate of incorporation not to be subject to Section 203 of the Delaware General Corporation Law, our certificate of incorporation contains provisions that have the same effect as Sec tion 203. General Risk Factors Litigation could have a material adverse impact on our business and our financial performance.
Governmental regulations or other health guidelines concerning the operations of restaurants, including due to public health emergencies, may also cause disruptions in our plans. It is difficult to estimate the performance of newly opened restaurants and whether they may attract customers away from other restaurants we own.
Governmental regulations or other health guidelines concerning the operations of restaurants, including due to public health emergencies, may also cause disruptions in our plans. It is difficult to estimate the performance of newly opened restaurants and whether they may attract consumers away from other restaurants we own.
Any significant additional government regulations and new laws governing relationships with employees, including minimum wage increases, regulations relating to union organizing rights and activities, the employment status of third-party delivery drivers, mandated benefits or other requirements that impose additional obligations on us, could increase our costs and adversely affect our business and results of operations. 17 Table of Contents BLOOMIN’ BRANDS, INC.
Any significant additional government regulations, enforcement initiatives and new laws governing relationships with employees, including minimum wage increases, regulations relating to union organizing rights and activities, the employment status of third-party delivery drivers, mandated benefits, immigration status or other requirements that impose additional obligations on us, could increase our costs and adversely affect our business and results of operations. 17 Table of Contents BLOOMIN’ BRANDS, INC.
Supply shortages or disruptions caused by inclement weather, climate change, natural disasters, pandemics, armed conflict, sanctions, financial or solvency issues of our suppliers or distributors, fuel increases or other conditions beyond our control could adversely affect our operations and operating results.
Supply shortages or disruptions caused by inclement weather, climate change, natural disasters, pandemics, armed conflict, sanctions, government policy, financial or solvency issues of our suppliers or distributors, fuel increases or other conditions beyond our control could adversely affect our operations and operating results.
Significant adverse weather conditions and other disasters or unforeseen events and our ability to execute, or success in executing, a comprehensive business recovery plan at our Restaurant Support Center for these events could negatively impact our results of operations and have a material adverse impact on our business.
Significant adverse weather conditions and other disasters or unforeseen events and our ability to execute, or succeed in executing, a comprehensive business recovery plan at our Restaurant Support Center for these events could negatively impact our results of operations and have a material adverse impact on our business.
Due to the nature of our industry, we expect to continue to purchase a substantial amount of our beef from a small number of suppliers. Global economic factors continue to place significant pressure on suppliers, making the supply environment more expensive and causing supply chain issues.
Due to the nature of our industry, we expect to continue purchasing a substantial amount of our beef from a small number of suppliers. Global economic factors continue to place significant pressure on suppliers, making the supply environment more expensive and causing supply chain issues.
Further, if this competitive environment and the breadth of alternatives results in a decline in casual dining customer traffic, it could make our financial operations dependent on our ability to increase our market share within the hyper-competitive casual dining segment.
Further, if this competitive environment and the breadth of alternatives result in a decline in casual dining customer traffic, it could make our financial operations dependent on our ability to increase our market share within the hyper-competitive casual dining segment.
These events may result in lost restaurant sales, as well as property damage, lost products, interruptions in supply, and increased costs, temporary and prolonged restaurant closures may occur and consumer traffic may decline due to the actual or perceived effects from these events.
These events may result in lost restaurant sales, property damage, lost products, interruptions in supply, and increased costs, temporary and prolonged restaurant closures may occur and consumer traffic may decline due to the actual or perceived effects from these events.
Further, it is difficult to predict what impact, if any, the U.S. presidential and congressional election outcomes could have on consumer confidence and discretionary spending. The effects of international trade conflicts between the U.S. and its global trade partners including, without limitation, China, Mexico and Canada, may have an adverse impact on economic conditions, commodity pricing and consumer spending.
Further, it is difficult to predict what impact, if any, congressional election outcomes could have on consumer confidence and discretionary spending. The effects of international trade policies, trade conflicts and tariffs between the U.S. and its global trade partners including, without limitation, China, Mexico and Canada, may have an adverse impact on economic conditions, commodity pricing and consumer spending.
Other states and countries in which we operate have enacted, or are proposing to enact, similar laws or the laws expanding existing privacy rights. New areas of litigation related to privacy rights continue to emerge. Compliance with newly developed laws and regulations, which are subject to change and uncertain interpretations, may cause us to incu r substantial costs.
Other states and countries in which we operate have enacted, or are proposing to enact, similar laws or the laws expanding existing privacy rights. New areas of litigation related to privacy rights continue to emerge. Compliance with newly developed laws and regulations, which are subject to change and uncertain interpretations, may cause us to incur substantial costs.
Our foreign operations are subject to all of the same risks as our U.S. restaurants, as well as additional risks including, among others, international economic, political, social and legal conditions and the possibility of instability and unrest, differing cultures and consumer preferences, diverse government regulations and tax systems, cybersecurity threats, corruption, anti-American sentiment, the ability to source high-quality ingredients and other 24 Table of Contents BLOOMIN’ BRANDS, INC. commodities in a cost-effective manner, uncertain or differing interpretations of rights and obligations in connection with international franchise agreements and the collection of ongoing royalties from international franchisees, the availability and costs of land, construction and financing, and the availability of experienced management, appropriate franchisees and operating partners.
Our foreign operations are subject to all of the same risks as our U.S. restaurants, as well as additional risks including, among others, international economic, political, social and legal conditions and the possibility of instability and unrest, differing cultures and consumer preferences, diverse government regulations and tax systems, cybersecurity threats, corruption, anti-American sentiment, the ability to source high-quality ingredients and other commodities in a cost-effective manner, uncertain or differing interpretations of rights and obligations in connection with international franchise agreements and the collection of ongoing royalties from international franchisees, the availability and costs of land, construction and financing, and the availability of experienced management, appropriate franchisees and operating partners.
Alcoholic beverage sales represent ten percent of our consolidated restaurant sales and are subject to extensive state and local licensing and other regulations. The failure of a restaurant to obtain or retain a liquor license would adversely affect that restaurant’s operations. In addition, we are subject to “dram shop” statutes in certain states.
Alcoholic beverage sales represent 11% of our consolidated restaurant sales and are subject to extensive state and local licensing and other regulations. The failure of a restaurant to obtain or retain a liquor license would adversely affect that restaurant’s operations. In addition, we are subject to “dram shop” statutes in certain states.
Even instances of food-borne illness, food tampering or food contamination occurring solely at restaurants of other companies could result in negative publicity about the food service industry generally and adversely impact our sales. There is also the risk of allergen cross contamination in our restaurants despite precautionary measures to minimize the risk.
Even instances of food-borne illness, food tampering or contamination occurring solely at other company’s restaurants could result in negative publicity about the food service industry and adversely impact our sales. There is also the risk of allergen cross contamination in our restaurants despite precautionary measures to minimize the risk.
These factors include actual or anticipated fluctuations in our operating results, changes in or our ability to achieve estimates of our operating results by analysts, investors or management, analysts’ recommendations regarding our stock or our competitors’ stock, sales of substantial amounts of our common stock by our stockholders, actions or announcements by us or our competitors, the maintenance and growth of the value of our brands, litigation, legislation or other regulatory developments affecting us or our industry, widespread/pandemic illness, natural disasters, cyber-attacks, terrorist acts, war or other calamities and changes in general market and economic conditions.
These factors include actual or anticipated fluctuations in our operating results, changes in dividend payments and share repurchase plans, changes in or our ability to achieve estimates of our operating results by analysts, investors or management, analysts’ recommendations regarding our stock or our competitors’ stock, sales of substantial amounts of our common stock by our stockholders, actions or announcements by us or our competitors, the maintenance and growth of the value of our brands, litigation, legislation or other regulatory developments affecting us or our industry, widespread/pandemic illness, natural disasters, cyber-attacks, terrorist acts, war or other calamities and changes in general market and economic conditions.
Our success will continue to depend, to a significant extent, on our leadership team and other key management personnel. For example, during 2024, we appointed a new chief executive officer and chief financial officer and made other changes to our senior leadership team.
Our success will continue to depend, to a significant extent, on our leadership team and other key management personnel. For example, during 2025, we appointed a new chief financial officer and made other changes to our senior leadership team.
A failure to innovate and extend our brands in ways that are relevant to consumers and occasions in order to generate sustainable same-restaurant traffic growth, and produce non-traditional sales and earnings growth opportunities, could have an adverse effect on our results of operations.
A failure to innovate and extend our brands in ways that are relevant to consumers and occasions, including through our ongoing turnaround plans, in order to generate sustainable same-restaurant traffic growth, and produce non-traditional sales and earnings growth opportunities, could have an adverse effect on our results of operations.
In recent years, there has been an increasing focus from certain investors, customers, consumers, employees, state, federal and international governments and agencies, and other stakeholders concerning corporate citizenship and sustainability matters, including practices and disclosures related to environmental stewardship; social responsibility; diversity, equity and inclusion; and workplace rights.
In recent years, there has been an increasing focus with often differing and competing expectations and standards from certain investors, customers, consumers, employees, state, federal and international governments and agencies, and other stakeholders concerning corporate citizenship and sustainability matters, including practices and disclosures related to environmental stewardship; social responsibility; diversity, equity and inclusion; and workplace rights.
Additionally, insufficient focus on our competition or failure to adequately address declines in the casual dining industry, could adversely impact results of operations.
Additionally, insufficient focus on our competition or failure to adequately address declines in the restaurant industry, could adversely impact results of operations.
Further, concern over climate change and other environmental sustainability matters, has and may in the future result in new or increased legal and federal and state regulatory requirements to provide extensive disclosure regarding and to reduce or mitigate impacts to the environment, including greenhouse gas emissions, alternative energy policies, water consumption, packaging and waste management, responsible sourcing and other sustainability initiatives.
Further, concern over climate change and other environmental sustainability matters, has and may in the future result in new or increased legal and federal and state regulatory requirements to provide extensive disclosure regarding and to 19 Table of Contents BLOOMIN’ BRANDS, INC. reduce or mitigate impacts to the environment, including greenhouse gas emissions, alternative energy policies, water consumption, packaging and waste management, responsible sourcing and other sustainability initiatives.
However, there are types of losses we may incur that cannot be insured against or that we believe are not commercially reasonable to 28 Table of Contents BLOOMIN’ BRANDS, INC. insure. These losses, if they occur, could have a material and adverse effect on our business and results of operations.
However, there are types of losses we may incur that cannot be insured against or that we believe are not commercially reasonable to insure. These losses, if they occur, could have a material and adverse effect on our business and results of operations.
Brand value and reputation are based in large part on consumer perceptions, which are driven by both our actions and by actions beyond our control, such as new brand 23 Table of Contents BLOOMIN’ BRANDS, INC. strategies or their implementation, business incidents, ineffective advertising or marketing efforts, or unfavorable mainstream or social media publicity involving us, our industry, our franchisees, or our suppliers.
Brand value and reputation are based in large part on consumer perceptions, which are driven by both our actions and by actions beyond our control, such as new brand strategies or their implementation, business incidents, ineffective advertising or marketing efforts, or unfavorable mainstream or social media publicity involving us, our industry, our franchisees, or our suppliers.
These matters typically involve claims by consumers and others regarding issues such as food borne illness, food safety, premises liability, personal injury, discrimination, “dram shop” statute liability, promotional advertising and other operational issues common to the food service industry, as well as environmental, data privacy, contract disputes and intellectual property infringement matters.
These matters typically involve claims by consumers and others regarding issues such as food borne illness, food safety, premises liability, personal injury, discrimination, “dram shop” statute liability, promotional advertising and other 27 Table of Contents BLOOMIN’ BRANDS, INC. operational issues common to the food service industry, as well as environmental, data privacy, contract disputes and intellectual property infringement matters.
We are anticipating 2.5% to 3.5% commodity inflation for 2025, but there can be no assurance that our expectations will be accurate or that we will be able to efficiently pass through any increased costs in our prices.
We are anticipating 4.5% to 5.5% commodity inflation for 2026, but there can be no assurance that our expectations will be accurate or that we will be able to efficiently pass through any increased costs in our prices.
Further, poor economic conditions may force nearby businesses to shut down, which could cause our restaurant locations to be less attractive. Increased commodity, energy and other costs could decrease our profit margins or cause us to limit or otherwise modify our menus or increase prices, which could adversely affect our business.
Further, poor 23 Table of Contents BLOOMIN’ BRANDS, INC. economic conditions may force nearby businesses to shut down, which could cause our restaurant locations to be less attractive. Increased commodity, energy and other costs could decrease our profit margins or cause us to limit or otherwise modify our menus or increase prices, which could adversely affect our business.
Significant legal fees and costs in complex class action litigation or an adverse judgment or settlement that is not insured or is in excess of insurance coverage could have a material adverse effect on our financial position and results of operations. 27 Table of Contents BLOOMIN’ BRANDS, INC.
Significant legal fees and costs in complex class action litigation or an adverse judgment or settlement that is not insured or is in excess of insurance coverage could have a material adverse effect on our financial position and results of operations.
During 2024, we purchased more than 90% of our U.S. beef raw materials from four beef suppliers that represent a significant portion of the total beef marketplace in the U.S. Our dependence on a small number of suppliers subjects us to the risks of ingredient shortage, supply interruption, animal disease outbreak, and price volatility.
During 2025, we purchased more than 80% of our beef raw materials from four beef suppliers that represent a significant portion of the total beef marketplace. Our dependence on a small number of suppliers subjects us to the risks of ingredient shortage, supply interruption, animal disease outbreak, and price volatility.
If our competitors increase their spending on advertising, promotions and loyalty programs, if our advertising, media or marketing expenses increase, or if our advertising, promotions and loyalty programs become less effective than those of our competitors, or if we do not adequately leverage technology and data analytic capabilities needed to generate concise competitive insight, our results of operations could be materially and adversely affected.
If our competitors increase their spending on advertising, promotions and loyalty programs, if our advertising, media or marketing expenses increase, or if our advertising, promotions and loyalty programs become less effective than those of our competitors, or if we do not adequately leverage technology and data analytic capabilities needed to generate and effectively apply concise competitive insight, our results of operations could be materially and adversely affected. 20 Table of Contents BLOOMIN’ BRANDS, INC.
In addition, the rapid evolution and increased adoption of artificial intelligence technologies increases our cybersecurity risks, including generative artificial intelligence augmenting threat actors’ technological sophistication to enhance existing or to create new malware.
In addition, the rapid evolution and increased adoption of 24 Table of Contents BLOOMIN’ BRANDS, INC. artificial intelligence technologies increases our cybersecurity risks, including generative artificial intelligence augmenting threat actors’ technological sophistication to enhance existing or to create new malware.
During periods of declining sales and profitability of franchisees, the incidence of franchisee defaults for these lease payments may increase and we may be required to make lease payments and seek recourse against the franchisee or agree to repayment terms. 22 Table of Contents BLOOMIN’ BRANDS, INC.
During periods of declining sales and profitability of franchisees, the incidence of franchisee defaults for these lease payments may increase and we may be required to make lease payments and seek recourse against the franchisee or agree to repayment terms.
Local or regional events or conditions in our international markets could disrupt our business operations and affect our results. In recent years, there were protests in cities throughout the United States as well as globally, including in Hong Kong and Brazil, in connection with civil rights, liberties, and social and governmental reform.
Local or regional events or conditions in our international markets could disrupt our business operations and affect our results. In recent years, there were protests in cities throughout 22 Table of Contents BLOOMIN’ BRANDS, INC. the United States as well as globally, including in Hong Kong, in connection with civil rights, liberties, and social and governmental reform.
For example, state, federal and international regulations on sustainability matters, including the recently enacted Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act in California, have been or may be implemented that will require reporting and third-party assurance on greenhouse gas emissions and other environmental matters. 19 Table of Contents BLOOMIN’ BRANDS, INC.
For example, state, federal and international regulations on sustainability matters, including the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act in California, have been or may be implemented that will require reporting and third-party assurance on greenhouse gas emissions and other environmental matters.
A security breach or even a perceived security breach or failure to appropriately respond to a cyber incident could result in litigation or governmental investigation, as well as damage to our reputation and brands. 21 Table of Contents BLOOMIN’ BRANDS, INC.
A security breach or even a perceived security breach or failure to appropriately respond to a cyber incident could result in litigation or governmental investigation, as well as damage to our reputation and brands.
Changes in these rules or their interpretations or changes in underlying assumptions, estimates or judgments by us could significantly change our reported or expected financial perform ance. Item 1B. Unresolved Staff Comments Not applicable.
Changes in these rules, their interpretations or changes in underlying assumptions, estimates or judgments by us could significantly change our reported or expected financial perform ance. 29 Table of Contents BLOOMIN’ BRANDS, INC. Item 1B. Unresolved Staff Comments Not applicable.
We have experienced and continue to experience the impact of inflation and fluctuations in costs on our operating expenses and anticipate the inflationary 20 Table of Contents BLOOMIN’ BRANDS, INC. conditions will continue in the near future.
We have experienced and continue to experience the impact of inflation and fluctuations in costs on our operating expenses and anticipate the inflationary conditions will continue in the near future.
Food service businesses are affected by changes in consumer tastes and demographic trends. For instance, if prevailing health or dietary preferences cause consumers to avoid steak and other products we offer in any of our concepts in favor of foods or ingredients that are perceived as healthier or otherwise reflect popular demand, our business and operating results would be harmed.
For instance, if prevailing health or dietary preferences or initiatives cause consumers to avoid steak and other products we offer in any of our concepts in favor of foods or ingredients that are perceived as healthier or otherwise reflect popular demand, our business and operating results would be harmed.
Various factors such as menu labeling rules, nutritional guidelines and academic studies, whether issued by government agencies, research institutions, or advocacy organizations, may impact consumer choice and cause consumers to select foods other than those that are offered by our restaurants.
Various factors such as menu labeling rules, health initiatives, changes in diet or attitudes toward diet and health, new information about diets and health, nutritional guidelines and academic studies, whether issued by government agencies, research institutions, or advocacy organizations, may impact consumer choice and cause consumers to select foods other than those that are offered by our restaurants.
Raimondo (Loper), the Supreme Court’s holding that courts need not defer to a governmental agency’s interpretation of an ambiguous statute that it administers may result in increased challenges and changes to existing agency regulations. The Trump administration and newly elected Congress and appointed agency chairs may seek sweeping regulatory changes.
Raimondo (Loper), the Supreme Court’s holding that courts need not defer to a governmental agency’s interpretation of an ambiguous statute that it administers may result in increased challenges and changes to existing agency regulations. The federal government may seek further sweeping regulatory changes.
In addition, these measures may not be sustainable or may be detrimental to continued operations. Failure to achieve such desired savings or other negative effects from cost-saving measures could adversely affect our results of operations and financial condition and curtail investment in growth opportunities.
Failure to achieve such desired operational improvements, cost savings, or other negative effects from our operational improvements and cost-saving measures could adversely affect our results of operations and financial condition and curtail investment in growth opportunities.
There are risks and uncertainties associated with strategic actions and initiatives that we may implement, including not realizing the intended benefits of the Brazil Sale Transaction. From time to time, we consider various strategic actions and initiatives in order to grow and evolve our business and brands and improve our operating results.
There are risks and uncertainties associated with strategic actions and initiatives that we may implement. From time to time, we consider various strategic actions and initiatives in order to grow and evolve our business and brands and improve our operating results.
Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings.
Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future securities offerings reducing the market price of our common stock and diluting their interest.
The price of our common stock could be subject to wide fluctuations in response to a number of factors, some of which may be beyond our control.
The stock market in general is highly volatile. As a result, the market price of our common stock is similarly volatile. The price of our common stock could be subject to wide fluctuations in response to a number of factors, some of which may be beyond our control.
These actions and initiatives could include, among other things, acquisitions, development or dispositions of restaurants or brands, new joint ventures, new franchise arrangements, restaurant closures and changes to our operating model.
These actions and initiatives could include, among other things, acquisitions, development or dispositions of restaurants or brands, new joint ventures, new franchise arrangements, restaurant closures and changes to our operating model. For example, during 2025 we announced operational initiatives as part of our turnaround plan.
In addition, we may also incur expenses in connection with supporting franchise restaurants that are underperforming. As small businesses, some of our franchise operators may be negatively and disproportionately impacted by strategic initiatives, capital requirements, inflation, increased interest rates, labor costs, employee relations issues, or other causes.
As small businesses, some of our franchise operators may be negatively and disproportionately impacted by strategic initiatives, capital requirements, inflation, increased interest rates, labor costs, employee relations issues, or other causes.
Risks Related to Inflation and Macroeconomic Disruption Challenging economic, political and social conditions may have a negative effect on our business and financial results. Challenging economic, political and social conditions may negatively impact consumer spending and thus cause a challenging sales environment in the casual dining sector and a decline in our financial results.
Challenging economic, political and social conditions may negatively impact consumer spending and thus cause a challenging sales environment in the casual dining sector and a decline in our financial results.
Our leverage could adversely affect our ability to raise additional capital to fund our operations or limit our ability to react to changes in the economy or our industry.
Our leverage could adversely affect our ability to raise additional capital to fund our operations or limit our ability to react to changes in the economy or our industry. We currently have a substantial amount of outstanding indebtedness.
In the absence of sufficient operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations or take other actions to meet our debt service and other obligations. Our debt agreements restrict our ability to dispose of assets and how we may use the proceeds from the disposition.
These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of sufficient operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations or take other actions to meet our debt service and other obligations.
We have pledged substantially all of our assets as collateral under our credit agreement. If our lenders accelerate the repayment of borrowings, we cannot be certain that we will have sufficient assets to repay them.
We have pledged substantially all of our assets as collateral under our credit agreement. If our lenders accelerate the repayment of borrowings, we cannot be certain that we will have sufficient assets to repay them. Risks Related to Our Common Stock 26 Table of Contents BLOOMIN’ BRANDS, INC. Our stock price is subject to volatility.
Furthermore, we cannot be certain that our internal control over financial reporting and disclosure controls and procedures will prevent all possible errors and fraud, including through cyber-attacks.
If we are unable to adequately maintain effective internal control over financial reporting, we may not be able to accurately report our financial results. Furthermore, we cannot be certain that our internal control over financial reporting and disclosure controls and procedures will prevent all possible errors and fraud, including through cyber-attacks.
We cannot be certain that we will maintain a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, or to pay our operating lease obligations. For example, if inflation persists, or our financial position deteriorates, our revenues and liquidity position may decline.
We cannot be certain that we will maintain a level of cash flow from operating activities sufficient to permit us to pay 25 Table of Contents BLOOMIN’ BRANDS, INC. the principal, premium, if any, and interest on our indebtedness, or to pay our operating lease obligations.
There is no assurance that our investment will be profitable or that growth will continue or that we will be able to generate a favorable return on the sale of our remaining interest in the future.
Our ability to realize continuing benefits from our minority equity investment in our franchised Brazil operations is subject to various risks and uncertainties. There is no assurance that our investment will be profitable, that growth will continue, or that we will be able to generate a favorable return on the sale of our remaining interest in the future.
These strategies include improved supply chain management, implementing labor scheduling tools, improvements in kitchen equipment and integrating restaurant information systems across our brands. We continue to evaluate and implement further cost-saving initiatives.
These strategies include an increased focus on the dine-in experience, brand relevancy, our team members and culture and investment in our restaurants, as well as improved supply chain management, implementing labor scheduling tools, improvements in kitchen equipment and integrating restaurant information systems across our brands. We continue to evaluate and implement these strategies and cost-saving initiatives.
If franchisees do not successfully operate restaurants in a manner consistent with our product and service quality standards and contractual requirements, our image and reputation could be harmed, which in turn could adversely affect our business and operating results. A significant portion of our financial results are dependent upon the operational and financial success of our franchisees.
If franchisees do not successfully operate restaurants in a manner consistent with our product and service quality standards and contractual requirements or face financial or other difficulties that result in restaurant closures or even bankruptcy, our image and reputation could be harmed, which in turn could adversely affect our business and operating results.
If new or existing restaurants do not meet targeted performance, it could have a material adverse effect on our operating results, including any impairment losses that we may be required to recognize. Some of the challenges described above could be more significant in international markets in which we have more limited experience, either generally or with a particular brand.
If new or existing restaurants do not meet targeted performance, it could have a material adverse effect on our operating results, including any impairment losses that we may be required to recognize.
If our cash flow and capital resources are insufficient to fund our debt service obligations and operating lease obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.
For example, if inflation persists, or our financial position deteriorates, our revenues and liquidity position may decline. If our cash flow and capital resources are insufficient to fund our debt service obligations and operating lease obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness.
In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may not be available on favorable terms or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements.
Additional financing may not be available on favorable terms or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements.
Consumer tastes, nutritional and dietary trends, traffic patterns and the type, number and location of competing restaurants often affect the restaurant business, and our competitors may react more efficiently, creatively and effectively to those conditions. In addition, our competitors may generate or better implement business strategies that improve the value and relevance of their brands and reputation, relative to ours.
Consumer tastes, nutritional and dietary trends, traffic patterns, discretionary spending habits and the type, number and location of competing restaurants often affect the restaurant business, and our competitors may react more efficiently, creatively and effectively to those conditions.
Risks Related to Our Common Stock Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements. Our business and operations may consume resources faster than we anticipate.
Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements. Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both.
Failure to comply with any such legal requirements could subject us to monetary liabilities and other sanctions, which could harm our business, results of operations and financial condition.
Failure to comply with any such legal requirements could subject us to monetary liabilities and other sanctions, which could harm our business, results of operations and fi nancial condition. Risks Related to Inflation and Macroeconomic Disruption Challenging economic, political and social conditions may have a negative effect on our business and financial results.
The effects of these executive actions and executive orders, as well as any tandem regulatory changes pursued by the Trump administration and its appointees, are highly uncertain and may adversely impact our business. 18 Table of Contents BLOOMIN’ BRANDS, INC.
For example, there have been several executive actions and a number of executive orders in connection with, among other areas, energy production, trade, immigration and administrative agencies. The effects of these executive actions and executive orders, as well as any tandem regulatory changes pursued, are highly uncertain and may adversely impact our business. 18 Table of Contents BLOOMIN’ BRANDS, INC.
However, the ability to reduce our operating costs through these initiatives is subject to risks and uncertainties, such as our ability to obtain improved supply pricing and the reliability of any new suppliers or technology, and we cannot assure that these activities, or any other activities that we may undertake in the future, will achieve the desired cost savings and efficiencies.
However, the ability to execute our strategy successfully to achieve the intended results and to reduce our operating costs through these initiatives is subject to risks and uncertainties, such as consumer acceptance of our brand enhancements, effectiveness of our investments, and our ability to obtain improved supply pricing and the reliability of any new suppliers or technology.
However, franchisees are generally independent third parties that we do not control, and these franchisees own, operate and oversee the daily operations of their restaurants. As a result, the ultimate success and quality of any franchise restaurant rests with the franchisee.
Our franchisees are contractually obligated to operate their restaurants in accordance with our standards and we provide training and support to franchisees. However, franchisees are generally independent third parties that we do not control, and these franchisees own, operate and oversee the daily operations of their restaurants.
As a result, these events, individually or combined with other more general economic and demographic conditions, could impact our pricing and negatively affect our sales and profit margins. Risks Related to Information Technology, Privacy and Intellectual Property Cybersecurity breaches of confidential consumer, personal employee and other material information and other threats to our technological systems may adversely affect our business.
As a result, these events, individually or combined with other more general economic and demographic conditions, could impact our pricing and negatively affect our sales and profit margins.
We have a significant number of restaurants outside of the United States, and we intend to continue our efforts to grow internationally. There is no assurance that international operations will be profitable or international growth will continue.
We face a variety of risks associated with doing business in foreign markets that could have a negative impact on our financial performance. We have a significant number of restaurants outside of the United States. There is no assurance that international operations will be profitable or international growth will continue.
As cybersecurity risks and applicable laws and regulations evolve, we may incur significant additional costs in technology, third-party services and personnel to maintain systems designed to anticipate and prevent cyber-attacks. We are subject to a variety of continuously evolving laws and regulations regarding privacy, data protection and data security at federal, state and international levels.
As cybersecurity risks and applicable laws and regulations evolve, we may incur significant additional costs in technology, third-party services and personnel to maintain systems designed to anticipate and prevent cyber-attacks, as well as adequate insurance coverage for any incidents that may occur.
The performance of these operations will also be subject to economic, regulatory and other market conditions in Brazil. As a result of the foregoing, the intended benefits of the Brazil transaction may not be realized. We face a variety of risks associated with doing business in foreign markets that could have a negative impact on our financial performance.
The performance of these operations is subject to economic, regulatory and other market conditions in Brazil. As a result of the foregoing, our minority equity method investment in Brazil may be adversely affected. We have limited control with respect to the operations of our franchisees and the business challenges they face, which could have a negative impact on our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

12 edited+2 added−0 removed7 unchanged
Biggest changeIn the event we experience an incident, we classify it based on its significance and track remediation actions and outcomes.
Biggest changeIn the event we experience an incident, we classify it based on its significance and track remediation actions and outcomes. We have invested in the protection of our data and information technology and monitor our systems on an ongoing basis, however, we cannot provide any assurance that we will not experience a material incident in the future.
We have company-wide business continuity and disaster recovery plans used to prepare for multiple events, including a potential disruption in the technology on which we rely. We maintain incident response plans and playbooks to prepare for various contingencies and types of incidents.
We have company-wide business continuity and disaster recovery plans used to prepare for multiple events, including a potential disruption in the technology on which we rely. We maintain incident response plans and playbooks in preparation for various contingencies and types of incidents.
As described above, we utilize a risk-based approach to manage cybersecurity risk and it is possible we may not implement appropriate controls if we do not recognize or underestimate a particular risk. In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate risks. See Item 1A.
As described above, we utilize a risk-based approach to manage cybersecurity risk and it is possible we may not implement appropriate controls if we do not recognize or appropriately estimate a particular risk. In addition, security controls, no matter how well designed or implemented, may only mitigate and not fully eliminate risks. See Item 1A.
Our CISO reports directly to the CIO who has over 20 years of technology leadership experience in various industries. Our CIO receives status reports from our cybersecurity department regularly and reports to our Chief Executive Officer, who receives updates on incidents, trends, projects and other relevant information regularly.
Our CISO reports directly to the CIO who has over 30 years of technology leadership experience in various industries. Our CIO receives updates from our cybersecurity department regularly and reports to our Chief Executive Officer, who receives updates on incidents, trends, projects and other relevant information regularly.
We use multiple safeguards to protect our internal networks and systems, including, among others, firewalls, email protection and web filtering, endpoint detection and response software, controlled access to our data and systems, segmenting our card data environment, vulnerability management and patching, and performing regular penetration testing.
We use multiple safeguards to protect our internal networks and systems, including, among others, firewalls, email protection and web filtering, endpoint detection and response software, controlled access to our data and systems, segmenting our card data environment, vulnerability management and patching.
We dedicate 29 Table of Contents BLOOMIN’ BRANDS, INC. resources and apply security controls where we believe they would be most effective to predict, prevent, detect and respond to potential security threats to our highest value information assets, which we consider to be point-of-sale systems, financial systems and confidential, personal and private customer and employee information.
We dedicate resources and apply security controls where we believe they would be most effective to predict, prevent, detect and respond to potential security threats to our highest value information assets, which we consider to be point-of-sale systems, financial systems and confidential, personal and private customer and employee information.
We maintain a dedicated cybersecurity department, which consists exclusively of Company employees, within our broader information technology department. Functions within this department range from new information technology solution design and implementation, vulnerability management, phishing awareness, threat detection, 30 Table of Contents BLOOMIN’ BRANDS, INC. Payment Card Industry compliance and incident response.
We maintain a dedicated cybersecurity team, which consists exclusively of Company employees, within our broader information technology department. Functions within this department range from new information technology solution design and implementation, vulnerability management, phishing awareness, threat detection, PCI DSS compliance and incident response.
In addition, we require our providers to meet appropriate security requirements, controls and responsibilities, and we investigate security incidents that have impacted our third-party providers, as appropriate. As part of our information security training program, employees and contractors participate in various cybersecurity awareness activities, including formal training exercises and simulated phishing events.
In addition, we require our providers to meet appropriate security requirements, controls and responsibilities, and we investigate security incidents that have impacted our third-party providers, as appropriate.
We also contract with third-party cybersecurity firms to conduct simulated cyberattacks and perform regular penetration testing to assess the effectiveness of our security measures. We have also engaged with external subject matter experts to assess access management, information technology asset management and our cybersecurity policies.
We also engage independent third-party cybersecurity firms to perform simulated cyberattack exercises to evaluate the design and operating effectiveness of our security controls. In addition, we retain external subject matter experts to conduct assessments of identity and access management, information technology asset management, and cybersecurity policies and standards to support continuous improvement of our cybersecurity risk management program.
Item 1C. Cybersecurity Risk Management and Strategy We maintain a risk-based, defense-in-depth approach to cybersecurity and data protection. We assess industry best practices and standards and endeavor to leverage them in our efforts to manage cybersecurity risk.
Item 1C. Cybersecurity Risk Management and Strategy We maintain a risk-based, defense-in-depth approach to cybersecurity and data protection. Our cybersecurity program is aligned with the National Institute of Standards and Technology Cybersecurity Framework and incorporates monitoring, vulnerability management, incident response planning and third-party security evaluations to identify and manage cybersecurity risks.
Although we do not believe we have been materially affected by cybersecurity incidents or threats in the past, or that past incidents are reasonably likely to materially affect us, we cannot provide any assurance that we will not experience a material incident in the future.
As of the date of this filing, we do not believe we have been materially affected or are reasonably likely to be materially 30 Table of Contents BLOOMIN’ BRANDS, INC. affected by cybersecurity incidents or threats.
A risk assessment, based on the National Institute of Standards and Technology Framework, is conducted and maintained throughout the system development lifecycle and is reviewed at least annually. We have implemented controls designed to identify and mitigate cybersecurity threats associated with our use of third-party service providers.
Additionally, given that we accept credit cards as a form of payment, we consider the requirements of the Payment Card Industry Data Security Standards (“PCI DSS”) as part of our cyber security risk management program. We implemented controls designed to identify and mitigate cybersecurity threats associated with our use of third-party service providers.
Added
We engage independent third-party firms on a recurring basis to conduct cybersecurity audits that assess the effectiveness of our controls and identify areas for enhancement. In addition, we retain an external security firm each year to perform both internal and external penetration testing of our technology environment to evaluate the resilience of our systems against potential threats.
Added
As part of our enterprise information security program, employees and contractors are required to participate in ongoing cybersecurity awareness activities, including role-based training, periodic refresher courses, and simulated phishing exercises designed to reinforce secure behaviors and identify areas for improvement.

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−0 removed0 unchanged
Biggest changeThe following is a summary of our restaurant locations by country and territory as of December 29, 2024: COMPANY-OWNED FRANCHISED United States 970 United States 146 Other - Hong Kong 10 International Discontinued Operations - Brazil (1) 192 Argentina 3 Japan 9 Australia 8 Mexico 4 Canada 3 Qatar 7 Costa Rica 2 Saudi Arabia 11 Dominican Republic 1 South Korea 96 Guam 1 Total international franchised 145 Total Company-owned 1,172 Total franchised 291 ____________________ (1) The restaurant count for Brazil is reported as of November 30, 2024 to correspond with the balance sheet date of this subsidiary.
Biggest changeThe following is a summary of our restaurant locations by country and territory as of December 28, 2025: COMPANY-OWNED FRANCHISED United States 957 United States 138 International International Hong Kong 10 Argentina 3 Guam 1 Australia 8 Japan 9 Brazil 207 Mexico 4 Canada 3 Qatar 7 Costa Rica 2 Saudi Arabia 9 Dominican Republic 1 South Korea 101 Total international franchised 355 Total Company-owned 967 Total franchised 493 31 Table of Contents BLOOMIN’ BRANDS, INC.
Item 2. Properties We had 1,463 system-wide restaurants located across 46 states, Guam and 12 countries as of December 29, 2024.
Item 2. Properties As of December 28, 2025, we had 1,460 system-wide restaurants located across 46 states, Guam and 12 countries.
Subsequent to December 29, 2024, we completed the sale of the majority ownership of our Brazil operations and all restaurants in that market now operate as unconsolidated franchisees. We lease substantially all of our restaurant properties from third parties. As of December 29, 2024, our Company-owned restaurants were located on the following sites by segment: U.S.
We lease substantially all of our restaurant properties from third parties. As of December 28, 2025, our Company-owned restaurants were located on the following sites: U.S. NON-U.S.
OTHER DISCONTINUED OPERATIONS TOTAL PERCENTAGE OF TOTAL Company-owned sites 23 — 23 2 % Leased sites: Land, ground and building leases 677 — 1 678 58 % Space and in-line leases 270 10 191 471 40 % Total Company-owned restaurant sites 970 10 192 1,172 100 % We also lease corporate offices in Tampa, Florida and, through the date of the Brazil Sale Transaction, in São Paulo, Brazil.
TOTAL PERCENTAGE OF TOTAL Company-owned sites 20 — 20 2 % Leased sites: Land, ground and building leases 676 — 676 70 % Space and in-line leases 261 10 271 28 % Total Company-owned restaurant sites 957 10 967 100 % We also lease a corporate office in Tampa, Florida.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+1 added−3 removed1 unchanged
Biggest change(2) Amounts in this column relate only to options exercisable for common shares. (3) The shares remaining available for issuance may be issued in the form of stock options, restricted stock units or other stock awards under the 2020 Omnibus Incentive Compensation Plan.
Biggest change(2) The shares remaining available for issuance may be issued in the form of stock options, restricted stock units or other stock awards under the 2025 Omnibus Incentive Compensation Plan. See Note 7 - Stock-based and Deferred Compensation Plans of the Notes to Consolidated Financial Statements for details regarding the plan.
Future dividend payments will depend on continued compliance with our financial covenants, as well as our earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board considers relevant. Holders - As of February 21, 2025, there were 116 holders of record of our common stock.
Future dividend payments will depend on continued compliance with our financial covenants, as well as our earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board considers relevant. Holders - As of February 20, 2026, there were 123 holders of record of our common stock.
DECEMBER 29, 2019 DECEMBER 27, 2020 DECEMBER 26, 2021 DECEMBER 25, 2022 DECEMBER 31, 2023 DECEMBER 29, 2024 Bloomin’ Brands, Inc.
DECEMBER 27, 2020 DECEMBER 26, 2021 DECEMBER 25, 2022 DECEMBER 31, 2023 DECEMBER 29, 2024 DECEMBER 28, 2025 Bloomin’ Brands, Inc.
Stock Performance Graph - The following graph depicts total return to stockholders from December 29, 2019 through December 29, 2024, relative to the performance of the Standard & Poor’s 500 index and the Standard & Poor’s 500 Consumer Discretionary index, a peer group.
Stock Performance Graph - The following graph depicts total return to stockholders from December 27, 2020 through December 28, 2025, relative to the performance of the Standard & Poor’s 500 index and the Standard & Poor’s 500 Consumer Discretionary index, a peer group.
The graph assumes an investment of $100 in our common stock and in each index on December 29, 2019 (the last business day of the fiscal year of investment), and the reinvestment of dividends paid since that date. The stock price performance shown in the graph is not necessarily indicative of future price performance.
The graph assumes an investment of $100 in our common stock and in each index on December 27, 2020 and the reinvestment of dividends paid since that date. The stock price performance shown in the graph is not necessarily indicative of future price performance.
Securities Authorized for Issuance Under Equity Compensation Plans - The following table presents the securities authorized for issuance under our equity compensation plans as of December 29, 2024: (shares in thousands) (a) (b) (c) PLAN CATEGORY NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (1) WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (2) NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) (3) Equity compensation plans approved by security holders 2,966 $ 20.08 5,305 ____________________ (1) Includes 1,766 shares issuable in respect to restricted stock units and performance-based share units (assuming target achievement of applicable performance metrics).
Securities Authorized for Issuance Under Equity Compensation Plans - The following table presents the securities authorized for issuance under our equity compensation plans as of December 28, 2025: (shares in thousands) (a) (b) (c) PLAN CATEGORY NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (1) WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) (2) Equity compensation plans approved by security holders 2,772 $ 19.88 8,824 ____________________ (1) Includes 2,087 shares issuable in respect to restricted stock units and performance-based share units (assuming target achievement of applicable performance metrics and excluding units that do not have established performance metrics).
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information - Our common stock is listed on the Nasdaq Global Select Market under the symbol “BLMN”. Dividends - In February 2022, our Board reinstated quarterly dividends after a temporary suspension during the COVID-19 pandemic.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information - Our common stock is listed on the Nasdaq Global Select Market under the symbol “BLMN”. Dividends - In October 2025, our Board suspended the quarterly dividend as a component of our turnaround strategy.
The 2024 Share Repurchase Program will expire on August 13, 2025. We did not repurchase any shares of our outstanding common stock during the thirteen weeks ended December 29, 2024 . As of December 29, 2024, we had $96.8 million of remaining share repurchase authorization under the 2024 Share Repurchase Program. 32 Table of Contents BLOOMIN’ BRANDS, INC.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers - We did not repurchase any shares of our outstanding common stock during the thirteen weeks ended December 28, 2025 . 33 Table of Contents BLOOMIN’ BRANDS, INC.
Removed
See Note 7 - Stock-based and Deferred Compensation Plans of the Notes to Consolidated Financial Statements for details regarding the plan.
Added
(BLMN) $ 100.00 $ 110.55 $ 113.41 $ 158.46 $ 72.53 $ 42.44 Standard & Poor’s 500 $ 100.00 $ 129.42 $ 107.01 $ 134.96 $ 171.24 $ 201.25 Standard & Poor’s 500 Consumer Discretionary $ 100.00 $ 126.37 $ 80.11 $ 113.71 $ 151.86 $ 160.22
Removed
Purchases of Equity Securities by the Issuer and Affiliated Purchasers - In February 2024, our Board canceled the remaining $57.5 million of authorization under the 2023 Share Repurchase Program and approved a new $350.0 million authorization (the “2024 Share Repurchase Program”), as announced in our press release issued on February 23, 2024.
Removed
(BLMN) $ 100.00 $ 88.36 $ 97.68 $ 100.21 $ 140.01 $ 64.09 Standard & Poor’s 500 $ 100.00 $ 116.38 $ 150.62 $ 124.54 $ 157.06 $ 199.28 Standard & Poor’s 500 Consumer Discretionary $ 100.00 $ 129.97 $ 164.24 $ 104.12 $ 147.78 $ 197.38

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

89 edited+39 added−58 removed37 unchanged
Biggest changeLabor and other related expense increased as a percentage of Restaurant sales primarily due to 1.6% from higher hourly and field management labor costs, primarily due to wage rate inflation, partially offset by a decrease of 0.6% from an increase in average check per person.
Biggest changeThese impacts were partially offset by 1.0% from an increase in average check per person, primarily due to menu pricing. • Labor and other related expense increased as a percentage of Restaurant sales primarily due to 1.3% from higher hourly and field management labor costs, primarily due to wage rate inflation, partially offset by 0.3% from an increase in average check per person. • Other restaurant operating expense increased as a percentage of Restaurant sales primarily due to 0.7% from higher restaurant-level operating and supply expenses, primarily due to inflation, partially offset by 0.5% from lower advertising expense. • Depreciation and amortization expense increased primarily due to restaurant development partially offset by closed and impaired restaurants. • General and administrative expense increased primarily due to: (i) lapping 2024 gains and incurring 2025 costs associated with our foreign currency forward contracts and (ii) severance costs.
Restaurant-level operating margin excludes various expenses, as discussed above, that are essential to supporting the operations of our restaurants and may materially impact our Consolidated Statements of Operations and Comprehensive (Loss) Income.
Restaurant-level operating margin excludes various expenses, as discussed above, that are essential to supporting the operations of our restaurants and may materially impact our Consolidated Statements of Operations and Comprehensive Income (Loss).
As a result, restaurant-level operating margin is not indicative of our consolidated results of operations and is presented exclusively as a supplement to, and not a substitute for, Net (loss) income or Income from operations.
As a result, restaurant-level operating margin is not indicative of our consolidated results of operations and is presented exclusively as a supplement to, and not a substitute for, Net income (loss) or Income from operations.
The following categories of revenue and operating expenses are not included in restaurant-level operating income and corresponding margin because we do not consider them reflective of operating performance at the restaurant-level within a period: (i) Franchise and other revenues, which are earned primarily from franchise royalties and other non-food and beverage revenue streams, such as rental and sublease income; (ii) Depreciation and amortization, which, although substantially all of which is related to restaurant-level assets, represent historical sunk costs rather than cash outlays for the restaurants; (iii) General and administrative expense, which includes primarily non-restaurant-level costs associated with support of the restaurants and other activities at our corporate offices; and (iv) Asset impairment charges and restaurant closing costs, which are not reflective of ongoing restaurant performance in a period.
The following categories of revenue and operating expenses are not included in restaurant-level operating income and corresponding margin because we do not consider them reflective of operating performance at the restaurant-level within a period: (i) Franchise and other revenues, which are earned primarily from franchise royalties and other non-food and beverage revenue streams, such as rental and sublease income; (ii) Depreciation and amortization, which, although substantially all of which is related to restaurant-level assets, represent historical sunk costs rather than current cash outlays for the restaurants; (iii) General and administrative expense, which includes primarily non-restaurant-level costs associated with support of the restaurants and other activities at our corporate offices; and (iv) Asset impairment charges and restaurant closing costs and Goodwill impairment, which are not reflective of ongoing restaurant performance in a period.
(Benefit) provision for income taxes includes credits we and other restaurant company employers may claim against federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”). The level of FICA tax credits is primarily driven by U.S.
Benefit for income taxes includes credits we and other restaurant company employers may claim against federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”). The level of FICA tax credits is primarily driven by U.S.
These estimates are subjective, and our ability to achieve the forecasted cash flows used in our fair value calculations is affected by factors such as the success of strategic initiatives, changes in economic conditions and discount rates, changes in our operating performance and changes in our business strategies.
These estimates are subjective, and our ability to achieve the forecasted cash flows used in our fair value calculations is affected by factors such as the success of strategic initiatives, changes in economic conditions, changes in our operating performance and changes in our business strategies.
Sources and Uses of Cash Cash flows generated from operating activities and availability under our revolving credit facility are our principal sources of liquidity, which we use for operating expenses, development of new restaurants, remodeling older restaurants or relocating, investments in technology and dividend payments.
Sources and Uses of Cash Cash flows generated from operating activities and availability under our revolving credit facility are our principal sources of liquidity, which we use for operating expenses, remodeling or relocating older restaurants, investments in technology and equipment and development of new restaurants.
As of December 29, 2024, tax loss carryforwards and credit carryforwards that do not have a valuation allowance are expected to be recoverable within the applicable statutory expiration periods. We currently expect to utilize general business tax credit carryforwards within a 10-year period.
As of December 28, 2025, tax loss carryforwards and credit carryforwards that do not have a valuation allowance are expected to be recoverable within the applicable statutory expiration periods. We currently expect to utilize general business tax credit carryforwards within a 10-year period.
Future indemnification obligations in connection with the Brazil Sale Transaction, subject to a cap under the terms of the related purchase agreement, and unrecognized tax benefits are excluded from this table since it is not possible to estimate when these future payments may occur. 49 Table of Contents BLOOMIN’ BRANDS, INC.
Future indemnification obligations in connection with the Brazil Sale Transaction, subject to a cap under the terms of the related purchase agreement, and unrecognized tax benefits are excluded from this table since it is not possible to estimate when these future payments may occur.
Insurance Reserves - We carry insurance programs with specific retention levels or high per-claim deductibles for a significant portion of expected losses under our workers’ compensation, general or liquor liability, health, property and management liability insurance programs. For some programs, we maintain stop-loss coverage to limit the exposure relating to certain risks. 52 Table of Contents BLOOMIN’ BRANDS, INC.
Insurance Reserves - We carry insurance programs with specific retention levels or high per-claim deductibles for a significant portion of expected losses under our workers’ compensation, general or liquor liability, health, property and management liability insurance programs. For some programs, we maintain stop-loss coverage to limit the exposure relating to certain risks.
A 50 basis point change in the discount rate in our insurance claim liabilities as of December 29, 2024, would have affected net earnings by $0.6 million in 2024. Income Taxes - Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis.
A 50 basis point change in the discount rate in our insurance claim liabilities as of December 28, 2025, would have affected net earnings by $0.7 million in 2025. Income Taxes - Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis.
Excludes $988.4 million related to operating lease renewal options that are reasonably certain of exercise. (2) Includes Senior Secured Credit Facility, 2029 Notes and 2025 Notes. Amounts are not reduced by unamortized debt issuance costs totaling $3.3 million. (3) Projected future interest payments on long-term debt are based on interest rates in effect as of December 29, 2024.
Excludes $945.6 million related to operating lease renewal options that are reasonably certain of exercise. (2) Includes Senior Secured Credit Facility and 2029 Notes. Amounts are not reduced by unamortized debt issuance costs totaling $2.6 million. (3) Projected future interest payments on long-term debt are based on interest rates in effect as of December 28, 2025.
We may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired.
We may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit or trade name is impaired.
We believe that we will remain in compliance with our debt covenants during the next 12 months and beyond. 2025 Notes Partial Repurchase - On February 29, 2024, we and certain holders entered into exchange agreements (the “2024 Exchange Agreements”) in which the holders agreed to exchange $83.6 million in aggregate principal amount of our outstanding 2025 Notes for approximately 7.5 million shares of our common stock and $3.3 million in cash, including accrued interest (the “Second 2025 Notes Partial Repurchase”).
We believe that we will remain in compliance with our debt covenants during the next 12 months and beyond. 2025 Notes - On February 29, 2024, we and certain holders entered into agreements to exchange $83.6 million in aggregate principal amount of our outstanding 2025 Notes for approximately 7.5 million shares of our common stock and $3.3 million in cash, including accrued interest.
For discussion of our consolidated and segment-level results of operations, non-GAAP measures, and liquidity and capital resources not included in this Annual Report for fiscal year 2022, see our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024.
For discussion of our consolidated and segment-level results of operations, non-GAAP measures, and liquidity and capital resources not included in this Annual Report for fiscal year 2023, see our Annual Report on Form 10-K for the year ended December 29, 2024, filed with the SEC on February 26, 2025.
Credit Agreement - On September 19, 2024, we and OSI, as co-borrowers, entered into the Third Amended and Restated Credit Agreement (the “Credit Agreement”) which provides for senior secured financing of up to $1.2 billion consisting of a revolving credit facility (the “Senior Secured Credit Facility”).
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Credit Agreement - On September 19, 2024, we and OSI, as co-borrowers, entered into the Third Amended and Restated Credit Agreement (the “Credit Agreement”) which provides for senior secured financing of up to $1.2 billion consisting of a revolving credit facility (the “Senior Secured Credit Facility”).
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued COSTS AND EXPENSES The following table sets forth the percentages of certain items in our Consolidated Statements of Operations in relation to Restaurant sales or Total revenues for the periods indicated: FISCAL YEAR 2024 2023 2022 Revenues Restaurant sales 97.9 % 97.8 % 97.9 % Franchise and other revenues 2.1 2.2 2.1 Total revenues 100.0 100.0 100.0 Costs and expenses Food and beverage (1) 29.7 30.4 31.5 Labor and other related (1) 31.1 29.9 29.1 Other restaurant operating (1) 25.9 24.2 24.3 Depreciation and amortization 4.4 4.1 3.7 General and administrative 5.6 5.6 5.3 Provision for impaired assets and restaurant closings 1.6 0.8 0.1 Total costs and expenses 96.5 93.2 92.4 Income from operations 3.5 6.8 7.6 Loss on extinguishment of debt (3.4) — (2.7) Loss on fair value adjustment of derivatives, net — — (0.4) Interest expense, net (1.6) (1.3) (1.3) (Loss) income before (benefit) provision for income taxes (1.5) 5.5 3.2 (Benefit) provision for income taxes (0.3) 0.4 0.9 Net (loss) income from continuing operations (1.2) 5.1 2.3 Net (loss) income from discontinued operations, net of tax (1.9) 1.0 0.4 Net (loss) income (3.1) 6.1 2.7 Less: net income attributable to noncontrolling interests 0.1 0.2 0.2 Net (loss) income attributable to Bloomin’ Brands (3.2) % 5.9 % 2.5 % ____________________ (1) As a percentage of Restaurant sales.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued COSTS AND EXPENSES The following table sets forth the percentages of certain items in our Consolidated Statements of Operations in relation to Restaurant sales or Total revenues for the periods indicated: FISCAL YEAR 2025 2024 Revenues Restaurant sales 98.2 % 97.9 % Franchise and other revenues 1.8 2.1 Total revenues 100.0 100.0 Costs and expenses Food and beverage (1) 30.3 29.7 Labor and other related (1) 31.9 31.1 Other restaurant operating (1) 26.1 25.9 Depreciation and amortization 4.5 4.4 General and administrative 6.0 5.6 Provision for impaired assets and restaurant closings 1.1 1.6 Goodwill impairment 0.7 — Total costs and expenses 99.1 96.5 Income from operations 0.9 3.5 Loss on extinguishment of debt — (3.4) Interest expense, net (1.1) (1.6) Loss before benefit for income taxes (0.2) (1.5) Benefit for income taxes (0.6) (0.3) Loss from equity method investment, net of tax (0.1) — Net income (loss) from continuing operations 0.3 (1.2) Loss from discontinued operations, net of tax (*) (1.9) Net income (loss) 0.3 (3.1) Less: net income attributable to noncontrolling interests 0.1 0.1 Net income (loss) attributable to Bloomin’ Brands 0.2 % (3.2) % ____________________ (1) As a percentage of Restaurant sales. * Less than 1/10th of one percent of Total revenues.
Estimated interest expense includes the impact of variable-to-fixed interest rate swap agreements. (4) Purchase obligations include agreements to purchase goods or services that are enforceable, legally binding and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.
Estimated interest expense includes the impact of variable-to-fixed interest rate swap agreements. (4) Purchase obligations include agreements to purchase goods or services that are enforceable, legally binding and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the 48 Table of Contents BLOOMIN’ BRANDS, INC.
Restaurant-level operating margin is a non-GAAP financial measure widely regarded in the industry as a useful metric to evaluate restaurant-level operating efficiency and performance of ongoing restaurant-level operations, and we use it for these purposes.
Restaurant-level operating margin is a non-GAAP financial measure widely regarded in the industry as a useful metric to evaluate restaurant-level operating efficiency and performance of ongoing restaurant-level operations, and we use it for these purposes. Our restaurant-level operating margin is expressed as the 36 Table of Contents BLOOMIN’ BRANDS, INC.
As of December 29, 2024, we had $17.1 million of unrecognized tax benefits, including accrued interest and penalties, that if recognized, would impact our effective income tax rate.
As of December 28, 2025, we had $17.0 million of unrecognized tax benefits, including accrued interest and penalties that, if recognized, would impact our effective income tax rate.
The remaining 33% ownership interest is subject to a put-call mechanism contained in the shareholders agreement whereby the buyer may cause us to sell or we may cause the buyer to purchase the totality of the remaining interest during the fourth quarter of 2028 at a multiple of earnings defined in the shareholders agreement.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued The remaining 33% ownership interest is subject to a put-call mechanism contained in the shareholders agreement whereby the buyer may cause us to sell or we may cause the buyer to purchase the totality of the remaining interest during the fourth quarter of 2028 at a multiple of earnings defined in the shareholders agreement.
Key Financial Performance Indicators - Key measures that we use in evaluating our restaurants and assessing our business include the following: • Average restaurant unit volumes —average sales (excluding gift card breakage and, in our discontinued operations, the benefit of value added tax exemptions in Brazil) per restaurant to measure changes in customer traffic, pricing and development of the brand. • Comparable restaurant sales —year-over-year comparison of the change in sales volumes (excluding gift card breakage and, in our discontinued operations, the benefit of value added tax exemptions in Brazil) for Company-owned restaurants that are open 18 months or more in order to remove the impact of new restaurant openings in comparing the operations of existing restaurants. • System-wide sales —total restaurant sales volume for all Company-owned and franchise restaurants, regardless of ownership, to interpret the overall health of our brands. • Restaurant-level operating margin, Income from operations, Net (loss) income and Diluted (loss) earnings per share —financial measures utilized to evaluate our operating performance.
Key Financial Performance Indicators - Key measures that we use in evaluating our restaurants and assessing our business include the following: • Average restaurant unit volumes —average sales (excluding gift card breakage) per restaurant to measure changes in customer traffic, pricing and development of the brand. • Comparable restaurant sales —year-over-year comparison of the change in sales volumes (excluding gift card breakage) for Company-owned restaurants that are open 18 months or more in order to remove the impact of new restaurant openings in comparing the operations of existing restaurants. • System-wide sales —total restaurant sales volume for all Company-owned and franchise restaurants, regardless of ownership, to interpret the overall health of our brands.
Overview We are one of the largest casual dining restaurant companies in the world with a portfolio of leading, differentiated restaurant concepts. As of December 29, 2024, we owned and operated 1,172 restaurants and franchised 291 restaurants across 46 states, Guam and 12 countries.
Overview We are one of the largest casual dining restaurant companies in the world with a portfolio of leading, differentiated restaurant concepts. As of December 28, 2025, we owned and operated 967 restaurants and franchised 493 restaurants across 46 states, Guam and 12 countries.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Summary of Cash Flows and Financial Condition Cash Flows - The following chart presents a summary of our cash flows provided by (used in) operating, investing and financing activities from continuing operations for the periods indicated: Operating activities - The decrease in net cash provided by operating activities during 2024 as compared to 2023 was primarily due to lower net earnings and changes in working capital.
Summary of Cash Flows and Financial Condition Cash Flows - The following chart presents a summary of our cash flows provided by (used in) operating, investing and financing activities from continuing operations for the periods indicated: Operating activities - The increase in net cash provided by operating activities during 2025 as compared to 2024 was primarily due to changes in working capital.
As of December 29, 2024 and December 31, 2023, we were in compliance with our debt covenants.
As of December 28, 2025 and December 29, 2024, we were in compliance with our debt covenants.
(1.1) % 1.4 % Discontinued operations Outback Steakhouse - Brazil (3)(4) (1.4) % 5.5 % Traffic: U.S. - continuing operations Outback Steakhouse (4.2) % (4.3) % Carrabba’s Italian Grill (3.2) % 0.3 % Bonefish Grill (7.1) % (3.3) % Fleming’s Prime Steakhouse & Wine Bar (5.8) % (2.0) % Combined U.S.
(2) Outback Steakhouse (0.5) % (1.2) % Carrabba’s Italian Grill 2.8 % — % Bonefish Grill (2.2) % (3.2) % Fleming’s Prime Steakhouse & Wine Bar 2.5 % 0.2 % Combined U.S. 0.2 % (1.1) % Traffic: U.S.
The balance sheets, results of operations and cash flows of our Brazil operations are reported as discontinued operations for all periods presented. See Note 3 - Discontinued Operations of the Notes to Consolidated Financial Statements for additional details. Business Strategies - Our current key business strategies include: Simplifying the Agenda.
The balance sheets, results of operations and cash flows of our Brazil operations are reported as discontinued operations for all periods presented. See Note 2 - Discontinued Operations of the Notes to Consolidated Financial Statements for additional details.
Fair value of a reporting unit is the price a willing buyer would pay for the reporting unit and is estimated by utilizing a weighted average of the income approach, using a discounted cash flow model, and, when appropriate, the market approach including the guideline public company method and guideline transaction method.
Fair value of a reporting unit is estimated by utilizing a weighted average of the income approach, typically using a discounted cash flow model, and the market approach, including the guideline public company method and guideline transaction method.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Consolidated Restaurant-level Operating Income and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations - Restaurant-level operating margin is calculated as Restaurant sales after deduction of the main restaurant-level operating costs, which includes Food and beverage cost, Labor and other related expense and Other restaurant operating expense.
Consolidated Restaurant-level Operating Income and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations - Restaurant-level operating margin is calculated as Restaurant sales after deduction of the main restaurant-level operating costs, which includes Food and beverage cost, Labor and other related expense and Other restaurant operating expense. Adjusted restaurant-level operating margin is Restaurant-level operating margin adjusted for certain items.
We have classified the results of operations, non-GAAP measures, and liquidity and capital resources of our Brazil operations as discontinued operations for all periods presented. Unless otherwise noted, this Management Discussion and Analysis of Financial Condition and Results of Operations does not include discontinued operations.
We have classified the results of operations, non-GAAP measures, and liquidity and capital resources of our Brazil operations as discontinued operations for all periods presented. Unless otherwise noted, this Management Discussion and Analysis of Financial Condition and Results of Operations does not include discontinued operations. We utilize a 52-53-week year ending on the last Sunday in December.
Financial Overview - Our financial overview for 2024 from continuing operations includes the following: • U.S. combined and Outback Steakhouse comparable restaurant sales of (1.1)% and (1.2)%, respectively; • Decrease in Total revenues of (5.2)% as compared to 2023; • Operating income and restaurant-level operating margins of 3.5% and 13.3%, respectively, as compared to 6.8% and 15.4%, respectively for 2023; • Operating income of $139.8 million as compared to $282.8 million in 2023; and • Diluted (loss) earnings per share of $(0.61) as compared to $2.13 in 2023.
Financial Overview - Our financial overview for 2025 includes the following: • U.S. combined and Outback Steakhouse comparable restaurant sales of 0.2% and (0.5)%, respectively; • Increase in Total revenues of 0.1% as compared to 2024; • Operating income and restaurant-level operating margins of 0.9% and 11.7%, respectively, as compared to 3.5% and 13.3%, respectively for 2024; • Operating income of $37.2 million as compared to $139.8 million in 2024; and • Diluted earnings per share of $0.10 as compared to diluted loss per share of $(0.61) in 2024.
Our restaurant-level operating margin is expressed as the percentage of our Restaurant sales that Food and beverage costs, Labor and other related expense and Other restaurant operating expense (including advertising expenses) represent, in each case as such items are reflected in our Consolidated Statements of Operations and Comprehensive (Loss) Income.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued percentage of our Restaurant sales that Food and beverage costs, Labor and other related expense and Other restaurant operating expense (including advertising expenses) represent, in each case as such items are reflected in our Consolidated Statements of Operations and Comprehensive Income (Loss).
We believe that the disclosure of these non-GAAP measures is useful to investors as they form part of the basis for how our management team and our Board evaluate our operating performance, allocate resources and establish employee incentive plans. These non-GAAP financial measures are not intended to replace U.S.
We believe that the disclosure of these non-GAAP measures is useful to investors as they form part of the basis for how our management team and our Board evaluate our operating performance, allocate resources and establish employee incentive plans. 42 Table of Contents BLOOMIN’ BRANDS, INC.
GAAP financial measures, and they are not necessarily standardized or comparable to similarly titled measures used by other companies. We maintain internal guidelines with respect to the types of adjustments we include in our non-GAAP measures.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued These non-GAAP financial measures are not intended to replace U.S. GAAP financial measures, and they are not necessarily standardized or comparable to similarly titled measures used by other companies. We maintain internal guidelines with respect to the types of adjustments we include in our non-GAAP measures.
(4.4) % (3.1) % Discontinued operations Outback Steakhouse - Brazil (3) (4.4) % (1.1) % Average check per person (5): U.S. - continuing operations Outback Steakhouse 3.0 % 5.4 % Carrabba’s Italian Grill 3.2 % 3.6 % Bonefish Grill 3.9 % 4.1 % Fleming’s Prime Steakhouse & Wine Bar 6.0 % 1.3 % Combined U.S. 3.3 % 4.5 % Discontinued operations Outback Steakhouse - Brazil (3) 2.6 % 6.5 % ____________________ (1) For 2024, U.S. comparable restaurant sales, traffic and average check per person compare the 52 weeks from January 1, 2024 through December 29, 2024 to the 52 weeks from January 2, 2023 through December 31, 2023.
Outback Steakhouse 0.7 % 3.0 % Carrabba’s Italian Grill 2.8 % 3.2 % Bonefish Grill 3.2 % 3.9 % Fleming’s Prime Steakhouse & Wine Bar 3.7 % 6.0 % Combined U.S. 1.6 % 3.3 % ____________________ (1) As a result of the 53rd week in 2023, U.S. comparable restaurant sales, traffic and average check per person compare the 52 weeks from January 1, 2024 through December 29, 2024 to the 52 weeks from January 2, 2023 through December 31, 2023.
Goodwill and Indefinite-Lived Intangible Assets - Goodwill and indefinite-lived intangible assets are not subject to amortization and are tested for impairment annually in the second fiscal quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Goodwill and trade names are not subject to amortization and are tested for impairment annually, as of the first day of our second fiscal quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
We have purchase obligations with various vendors that consist primarily of inventory, technology, store-level services and fixtures and equipment. (5) Includes other long-term liabilities, primarily consisting of deferred compensation obligations, deposits, undiscounted finance leases and other accrued obligations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued approximate timing of the transaction. We have purchase obligations with various vendors that consist primarily of inventory, technology, marketing, store-level services and fixtures and equipment. (5) Includes other long-term liabilities, primarily consisting of deferred compensation obligations, deposits, undiscounted finance leases and other accrued obligations.
Convertible Note Hedge and Warrant Transactions - In connection with the Second 2025 Notes Partial Repurchase, we entered into partial unwind agreements with certain financial institutions relating to a portion of the convertible note hedge transactions (the “2024 Note Hedge Early Termination Agreements”) and a portion of the Warrant Transactions (the “2024 Warrant Early Termination Agreements”) that we previously entered into in connection 47 Table of Contents BLOOMIN’ BRANDS, INC.
In connection with the repurchase, we entered into partial unwind agreements with certain financial institutions relating to a portion of the convertible note hedge transactions and a portion of the warrant transactions that we previously entered into in connection with the issuance of the 2025 Notes.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued We record a liability for all unresolved and incurred but not reported claims at the anticipated cost below our specified retention levels or per-claim deductible amounts. Our liability for insurance claims was $53.0 million and $45.9 million as of December 29, 2024 and December 31, 2023, respectively.
We record a liability for all unresolved and incurred but not reported claims at the anticipated cost below our specified retention levels or per-claim deductible amounts. Our liability for insurance claims was $64.5 million and $53.0 million as of December 28, 2025 and December 29, 2024, respectively.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Comparable Restaurant Sales, Traffic and Average Check Per Person (Decreases) Increases Following is a summary of comparable restaurant sales, traffic and average check per person (decreases) increases for the periods indicated: FISCAL YEAR 2024 (1) 2023 (1) Year over year percentage change: Comparable restaurant sales (restaurants open 18 months or more): U.S. - continuing operations (2) Outback Steakhouse (1.2) % 1.1 % Carrabba’s Italian Grill — % 3.9 % Bonefish Grill (3.2) % 0.8 % Fleming’s Prime Steakhouse & Wine Bar 0.2 % (0.7) % Combined U.S.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Comparable Restaurant Sales, Traffic and Average Check Per Person - Following is a summary of comparable restaurant sales, traffic and average check per person (decreases) increases for the periods indicated: FISCAL YEAR 2025 2024 (1) Year over year percentage change: Comparable restaurant sales (restaurants open 18 months or more): U.S.
During 2024, we received $15.1 million of cash in connection with forward currency exchange contracts entered into concurrently with the Brazil Sale Transaction to hedge a portion of the foreign currency risk of the related purchase price installment payments. Capital Expenditures - We estimate that our capital expenditures will total approximately $190 million to $210 million in 2025.
During 2025 and 2024, we (paid) received $(25.7) million and $15.1 million, respectively, of cash in connection with forward currency exchange contracts entered into concurrently with the Brazil Sale Transaction to hedge a portion of the foreign currency risk of the related purchase price installment payments. In November 2025, our foreign currency forward contr acts matured.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Adjusted Net Income and Adjusted Diluted Earnings Per Share Non-GAAP Reconciliations - The following table reconciles Net (loss) income attributable to Bloomin’ Brands to adjusted net income and adjusted diluted earnings per share for the periods indicated: FISCAL YEAR (in thousands, except per share data) 2024 2023 Net (loss) income attributable to Bloomin’ Brands $ (128,018) $ 247,386 Net (loss) income from discontinued operations, net of tax (75,982) 41,629 Net (loss) income attributable to Bloomin’ Brands from continuing operations (1) (52,036) 205,757 Adjustments: Income from operations adjustments (2) 58,336 31,576 Loss on extinguishment of debt (3) 135,797 — Total adjustments, before income taxes 194,133 31,576 Adjustment to provision for income taxes (4) (13,001) (7,872) Net adjustments, continuing operations 181,132 23,704 Adjusted net income, continuing operations 129,096 229,461 Adjusted net income, discontinued operations (5) 30,246 38,700 Adjusted net income $ 159,342 $ 268,161 Diluted (loss) earnings per share: Continuing operations $ (0.61) $ 2.13 Discontinued operations (0.88) 0.43 Net diluted (loss) earnings per share $ (1.49) $ 2.56 Adjusted diluted earnings per share Continuing operations $ 1.45 $ 2.38 Discontinued operations 0.34 0.40 Adjusted diluted earnings per share (6)(7) $ 1.79 $ 2.78 Diluted weighted average common shares outstanding (7) 85,905 96,453 Adjusted diluted weighted average common shares outstanding (6)(7) 88,900 96,453 _________________ (1) Represents net (loss) income from continuing operations less net income attributable to noncontrolling interests.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Adjusted Net Income and Adjusted Diluted Earnings Per Share Non-GAAP Reconciliations - The following table reconciles Net income (loss) attributable to Bloomin’ Brands to adjusted net income and adjusted diluted earnings per share for the periods indicated: FISCAL YEAR (in thousands, except per share data) 2025 2024 Net income (loss) attributable to Bloomin’ Brands $ 8,237 $ (128,018) Loss from discontinued operations, net of tax (537) (75,982) Net income (loss) attributable to Bloomin’ Brands from continuing operations 8,774 (52,036) Adjustments: Income from operations adjustments (1) 102,871 58,336 Loss on extinguishment of debt (2) — 135,797 Total adjustments, before income taxes 102,871 194,133 Tax effect of adjustments (3) (14,770) (13,001) Net adjustments, continuing operations 88,101 181,132 Adjusted net income, continuing operations 96,875 129,096 Adjusted (loss) income, discontinued operations net of tax (4) (537) 30,246 Adjusted net income $ 96,338 $ 159,342 Diluted earnings (loss) per share (5): Continuing operations $ 0.10 $ (0.61) Discontinued operations (0.01) (0.88) Net diluted earnings (loss) per share $ 0.10 $ (1.49) Adjusted diluted earnings per share (5): Continuing operations $ 1.14 $ 1.45 Discontinued operations (0.01) 0.34 Adjusted net diluted earnings per share (6) $ 1.13 $ 1.79 Diluted weighted average common shares outstanding 85,307 85,905 Adjusted diluted weighted average common shares outstanding (6) 85,307 88,900 _________________ (1) See the Adjusted Income from Operations Non-GAAP Reconciliations table above for details regarding Income from operations adjustments.
Excluded from Income from operations for U.S. are certain legal and corporate costs not directly related to the performance of the segments, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses. Operating income is utilized by our CODM as the segment profit or loss measure and to manage the business, review operating performance and allocate resources.
Excluded from Income from operations for U.S. are certain legal and corporate costs not directly related to the performance of the segments, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued If the qualitative assessment is not performed or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, a quantitative approach, using the fair value of the reporting unit, is calculated.
If the qualitative assessment is not performed or if we determine that it is not more likely than not that the fair value of the reporting unit or trade name exceeds the carrying value, a quantitative assessment is performed.
These are supplemental measures of performance that are not required by or presented in accordance with U.S. GAAP and include the following: (i) Restaurant-level operating income, adjusted restaurant-level operating income and their corresponding margins, (ii) Adjusted income from operations and the corresponding margin, (iii) Adjusted net income, (iv) Adjusted diluted earnings per share and (v) system-wide sales.
GAAP and include the following: (i) Restaurant-level operating income, adjusted restaurant-level operating income and their corresponding margins, (ii) Adjusted income from operations and the corresponding margin, (iii) Adjusted net income, (iv) Adjusted diluted earnings per share and (v) system-wide sales.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Borrowing Capacity and Debt Service Credit Facilities - Following is a summary of our outstanding credit facilities as of the dates indicated and principal payments and debt issuance during the periods indicated: REVOLVING CREDIT FACILITY TOTAL CREDIT FACILITIES SENIOR SECURED CREDIT FACILITY FORMER CREDIT FACILITY 2025 NOTES 2029 NOTES (dollars in thousands) Balance as of December 25, 2022 $ — $ 430,000 $ 105,000 $ 300,000 $ 835,000 2023 new debt — 1,079,000 — — 1,079,000 2023 payments — (1,128,000) (214) — (1,128,214) Balance as of December 31, 2023 — 381,000 104,786 300,000 785,786 2024 new debt 1,070,000 1,195,000 — — 2,265,000 2024 payments (360,000) (1,576,000) — — (1,936,000) 2024 repurchases and conversions — — (84,062) — (84,062) Balance as of December 29, 2024 (1) $ 710,000 $ — $ 20,724 $ 300,000 $ 1,030,724 Interest rates, as of December 29, 2024 (2) 6.52 % 5.00 % 5.13 % Principal maturity date September 2029 May 2025 April 2029 ____________________ (1) Subsequent to December 29, 2024, we repaid $140.0 million on our revolving credit facility, primarily with proceeds from the Brazil Sale Transaction.
Borrowing Capacity and Debt Service Credit Facilities - Following is a summary of our outstanding credit facilities as of the dates indicated and principal payments and debt issuance during the periods indicated: REVOLVING CREDIT FACILITY TOTAL CREDIT FACILITIES SENIOR SECURED CREDIT FACILITY FORMER CREDIT FACILITY 2025 NOTES 2029 NOTES (dollars in thousands) Balance as of December 31, 2023 $ — $ 381,000 $ 104,786 $ 300,000 $ 785,786 2024 new debt 1,070,000 1,195,000 — — 2,265,000 2024 payments (360,000) (1,576,000) — — (1,936,000) 2024 repurchases and conversions — — (84,062) — (84,062) Balance as of December 29, 2024 710,000 — 20,724 300,000 1,030,724 2025 new debt 1,260,000 — — — 1,260,000 2025 payments (1,480,000) — (20,724) — (1,500,724) Balance as of December 28, 2025 $ 490,000 $ — $ — $ 300,000 $ 790,000 Interest rates, as of December 28, 2025 (1) 6.09 % 5.13 % Principal maturity date September 2029 April 2029 ____________________ (1) Interest rate for revolving credit facility represents the weighted average interest rate as of December 28, 2025.
All other operating segments, which include our operations in Hong Kong and China do not meet the quantitative thresholds for determining reportable operating segments. Resources are allocated and performance is assessed by our Chief Executive Officer, whom we have determined to be our Chief Operating Decision Maker (“CODM”). We aggregate our U.S. operating segments into a U.S. reportable segment.
Resources are allocated and performance is assessed by our Chief Executive Officer, whom we have determined to be our Chief Operating Decision Maker (“CODM”). We aggregate our 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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued • Adjusted restaurant-level operating margin, Adjusted income from operations, Adjusted net income and Adjusted diluted earnings per share —non-GAAP financial measures utilized to evaluate our operating performance, which definitions, usefulness and reconciliations are described in more detail in the “ Non-GAAP Financial Measures ” section below.
In addition, our presentation of restaurant-level operating margin may not be comparable to similarly titled measures used by other companies in our industry. • Adjusted restaurant-level operating margin, Adjusted income from operations, Adjusted net income and Adjusted diluted earnings per share —non-GAAP financial measures utilized to evaluate our operating performance, which definitions, usefulness and reconciliations are described in more detail in the “ Non-GAAP Financial Measures ” section below. 37 Table of Contents BLOOMIN’ BRANDS, INC.
Additionally, ongoing cash flows from restaurant operations and gift card sales are typically used to service debt obli gations and to make capital expenditures. Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP.
Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP.
Outback Steakhouse $ 499 $ 514 Carrabba’s Italian Grill 43 48 Bonefish Grill 9 10 Aussie Grill 2 — U.S. total 553 572 International Franchise Outback Steakhouse - Brazil 487 499 Outback Steakhouse - South Korea 310 354 Other 129 132 International Franchise total 926 985 Total franchise sales $ 1,479 $ 1,557 Liquidity and Capital Resources Cash and Cash Equivalents As of December 29, 2024, we had $70.1 million in cash and cash equivalents of which $10.0 million was held by foreign affiliates.
Outback Steakhouse $ 485 $ 499 Carrabba’s Italian Grill 37 43 Bonefish Grill 6 9 Aussie Grill 1 2 U.S. total 529 553 International Franchise Outback Steakhouse - Brazil 471 487 Outback Steakhouse - South Korea 319 310 Other 129 129 International Franchise total 919 926 Total franchise sales $ 1,448 $ 1,479 Liquidity and Capital Resources Cash and Cash Equivalents As of December 28, 2025, we had $59.5 million in cash and cash equivalents, of which $5.2 million was held by foreign affiliates, and did not have aggregate undistributed foreign earnings from our consolidated foreign subsidiaries.
Loss on extinguishment of debt and Loss on fair value adjustment of derivatives, net during 2024 were in connection with the repurchase of $83.6 million of the outstanding convertible senior notes due in 2025 (the “2025 Notes”) (the “Second 2025 Notes Partial Repurchase”), which is described in further detail within Note 11 - Convertible Senior Notes of the Notes to Consolidated Financial Statements.
See Note 9 - Goodwill and Intangible Assets, Net of the Notes to Consolidated Financial Statements for additional details. • Loss on extinguishment of debt during 2024 was in connection with the repurchase of $83.6 million of the outstanding convertible senior notes due in 2025 (the “2025 Notes”) (the “2025 Notes Partial Repurchase”), which is described in further detail within Note 11 - Convertible Senior Notes of the Notes to Consolidated Financial Statements. • Interest expense, net decrease d primarily due to $14.4 million of interest income on the final installment related to the Brazil Sale Transaction.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Adjusted Income from Operations Non-GAAP Reconciliations - The following table reconciles Income from continuing operations and the corresponding margin to adjusted income from operations and the corresponding margin for the periods indicated: FISCAL YEAR (dollars in thousands) 2024 2023 Income from continuing operations $ 139,808 $ 282,769 Operating income margin, continuing operations 3.5 % 6.8 % Adjustments: Total restaurant-level operating income adjustments (1) 434 (4,206) Asset impairments and closure-related charges (2) 63,009 28,236 Executive transition costs (3) 4,121 — Strategic initiative fees (4) 6,500 — Foreign currency hedge gains (5) (15,728) — Other (6) — 7,546 Total income from operations adjustments 58,336 31,576 Adjusted income from operations, continuing operations $ 198,144 $ 314,345 Adjusted operating income margin, continuing operations 5.0 % 7.5 % Adjusted income from operations, discontinued operations (7) 34,446 42,375 Adjusted income from operations $ 232,590 $ 356,720 Adjusted operating income margin 5.2 % 7.6 % _________________ (1) See the Consolidated Restaurant-level Operating Income and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations table above for details regarding restaurant-level operating income adjustments.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Adjusted Income from Operations Non-GAAP Reconciliations - The following table reconciles Income from operations and the corresponding margin to adjusted income from operations and the corresponding margin for the periods indicated: FISCAL YEAR (dollars in thousands) 2025 2024 Income from operations $ 37,163 $ 139,808 Operating income margin 0.9 % 3.5 % Adjustments: Total restaurant-level operating income adjustments (1) 3,671 434 Asset impairments and closure-related charges (2) 38,918 63,009 Goodwill impairment (3) 28,188 — Severance and other transformational costs (4) 22,762 10,621 Foreign currency forward contract costs (gains) (5) 9,332 (15,728) Total income from operations adjustments 102,871 58,336 Adjusted income from operations $ 140,034 $ 198,144 Adjusted operating income margin 3.5 % 5.0 % _________________ (1) See the Consolidated Restaurant-level Operating Income and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations table above for details regarding restaurant-level operating income adjustments.
These decreases were partially offset by an increase in average check per person and the impact of certain cost-saving and produc tivity initiatives. Non-GAAP Financial Measures In addition to the results provided in accordance with generally accepted accounting principles (“U.S. GAAP”), we provide certain non-GAAP measures, which present operating results on an adjusted basis.
Non-GAAP Financial Measures In addition to the results provided in accordance with generally accepted accounting principles (“U.S. GAAP”), we provide certain non-GAAP measures, which present operating results on an adjusted basis. These are supplemental measures of performance that are not required by or presented in accordance with U.S.
We have, and in the future may continue to have, negative working capital balances (as is common for many restaurant companies). We operate successfully with negative working capital because cash collected on restaurant sales is typically received before payment is due on our current liabilities, and our inventory turnover rates require relatively low investment in inventories.
We operate successfully with negative working capital because cash collected on restaurant sales is typically received before payment is due on our current liabilities, and our inventory turnover rates require relatively low investment in inventories. Additionally, ongoing cash flows from restaurant operations and gift card sales are typically used to service debt obli gations and to make capital expenditures.
Reserves recorded for workers’ compensation and general or liquor liability claims are discounted using the average of the one-year and five-year risk-free rate of monetary assets that have comparable maturities. If actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.
Reserves recorded for workers’ compensation and general or liquor liability claims are discounted using the average of the one-year and five-year risk-free rate of monetary assets that have comparable maturities. 52 Table of Contents BLOOMIN’ BRANDS, INC.
The carrying value of the reporting unit or trade name is compared to its estimated fair value, with any excess of carrying value over fair value deemed to be an impairment. The carrying value of goodwill and trade names as of December 29, 2024 was $213.3 million and $414.7 million, respectively.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued The carrying value of the reporting unit or trade name is compared to its estimated fair value, with any excess of carrying value over fair value deemed to be an impairment.
We estimate the fair value of trade names using the relief-from-royalty method, which requires assumptions related to projected sales for each reporting unit, assumed market royalty rates applicable to the trade names, and discount rates.
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. 50 Table of Contents BLOOMIN’ BRANDS, INC.
Investing activities - The decrease in net cash used in investing activities during 2024 as compared to 2023 was primarily due to lower capital expenditures and receipt of proceeds from foreign exchange forward contracts .
Investing activities - Net cash provided by investing activities during 2025 was primarily due to proceeds from the Brazil Sale Transaction, net of taxes withheld, partially offset by capital expenditures and payments on foreign currency forward contracts. Net cash used in investing activities during 2024 was primarily due to capital expenditures.
(2) See the Adjusted Income from Operations Non-GAAP Reconciliations table above for details regarding Income from operations adjustments. (3) Includes losses in connection with the Second 2025 Notes Partial Repurchase, including settlements of the related convertible senior note hedges and warrants. See Note 11 - Convertible Senior Notes of the Notes to Consolidated Financial Statements for additional details.
(2) Includes losses in connection with the 2025 Notes Partial Repurchase, including settlements of the related convertible senior note hedges and warrants. (3) The tax effect of non-GAAP adjustments is determined by recomputing the benefit for income taxes on an adjusted basis.
Restaurant sales and is not impacted by costs incurred that may reduce (Loss) income before (benefit) provision for income taxes.
Restaurant sales and is not impacted by costs incurred that may reduce (Loss) income before (benefit) provision for income taxes. The Benefit for income taxes in 2025 and 2024 includes the impact of the FICA tax credit, and for 2024, also includes the impact of the nondeductible losses associated with the partial repurchase of the 2025 Notes.
Fiscal year 2024 as compared to fiscal year 2023 - continuing operations Food and beverage cost decreased as a percentage of Restaurant sales due to 1.3% from increases in menu pricing and 0.6% from cost-saving and productivity initiatives.
Fiscal year 2025 as compared to fiscal year 2024 • Food and beverage cost increased as a percentage of Restaurant sales due to 1.1% from commodity inflation and 0.6% from unfavorable product mix.
Recently Issued Financial Accounting Standards For a description of recently issued Financial Accounting Standards that we adopted in 2024 and, that are applicable to us and likely to have material effect on our consolidated financial statements, but have not yet been adopted, see Note 2 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements. 53 Table of Contents BLOOMIN’ BRANDS, INC.
Recently Issued Financial Accounting Standards See Note 1 - Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements for a summary of new accounting standards. 53 Table of Contents BLOOMIN’ BRANDS, INC.
The amount of actual capital expenditures may be affected by general economic, financial, competitive, legislative and regulatory factors, among other things, including raw material constraints. Dividends and Share Repurchases - During 2024 and 2023, we declared and paid quarterly cash dividends of $0.24 per share.
Capital Expenditures - We estimate that our capital expenditures will total approximately $185 million to $195 million in 2026. The amount of actual capital expenditures may be affected by general economic, financial, competitive, legislative and regulatory factors, among other things, including raw material constraints.
On December 30, 2024, we entered into franchise agreements in connection with the Brazil Sale Transaction that include royalty rates that are lower than our historical intercompany rates and on the low end of our international franchisee royalty percentage range. 41 Table of Contents BLOOMIN’ BRANDS, INC.
Following is a summary of international franchise segment financial data for the periods indicated: INTERNATIONAL FRANCHISE FISCAL YEAR (dollars in thousands) 2025 (1) 2024 Franchise revenues $ 31,297 $ 39,490 Income from operations $ 30,412 $ 37,961 ____________________ (1) On December 30, 2024, we entered into franchise agreements in connection with the Brazil Sale Transaction that include royalty rates that are lower than our 5% historical intercompany royalty rates and are on the low end of our international franchisee royalty percentage range.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Segments We consider each of our U.S. restaurant concepts and our international franchise business as operating segments, which reflects how we manage our business, review operating performance and allocate resources.
Segments We consider each of our U.S. restaurant concepts and our international franchise business as operating segments, which reflects how we manage our business, review operating performance and allocate resources. All other operating segments, which include our operations in Hong Kong and the equity method investment in Brazil, do not meet the quantitative thresholds for determining reportable segments.
Franchise sales within this table do not represent our sales and are presented only as an indicator of changes in the restaurant system, which management believes is important information regarding the health of our restaurant concepts and in determining our royalties and/or ser vice fees. FISCAL YEAR (dollars in millions) 2024 2023 U.S.
Franchise restaurant sales disclosed as system-wide sales do not represent our sales and are presented only as an indicator of changes in the restaurant system, which management believes is important information regarding the health of our restaurant concepts and in determining our royalties and/or service fees. • Restaurant-level operating margin, Income from operations, Net income (loss) and Diluted earning (loss) per share —financial measures utilized to evaluate our operating performance.
See Note 3 - Discontinued Operations of the Notes to Consolidated Financial Statements for additional details. 43 Table of Contents BLOOMIN’ BRANDS, INC.
Refer to Note 18 - Segment Reporting of the Notes to Consolidated Financial Statements for reconciliations of segment income from operations to the consolidated operating results. 41 Table of Contents BLOOMIN’ BRANDS, INC.
System-Wide Sales - System-wide sales is a non-GAAP financial measure that includes sales of all restaurants operating under our brand names, whether we own them or not. Management uses this information to make decisions about future plans for the development of additional restaurants and new concepts, as well as evaluation of current operations.
Management uses this information to make decisions about future plans for the development of additional restaurants and new concepts, as well as evaluation of current operations. System-wide sales comprise sales of Company-owned and franchised restaurants. For a summary of sales of Company-owned restaurants, refer to Note 4 - Revenue Recognition of the Notes to Consolidated Financial Statements.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Income from continuing operations U.S. - The decrease in U.S.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Summary financial data - Following is a summary of U.S. segment financial data for the periods indicated: U.S.
Financial Condition - Following is a summary of our current assets, current liabilities and working capital (deficit) as of the periods indicated: (dollars in thousands) DECEMBER 29, 2024 DECEMBER 31, 2023 Current assets $ 320,519 $ 343,314 Current liabilities 952,336 1,002,335 Working capital (deficit) $ (631,817) $ (659,021) 50 Table of Contents BLOOMIN’ BRANDS, INC.
Financial Condition - Following is a summary of our current assets, current liabilities and working capital (deficit) as of the periods indicated: (dollars in thousands) DECEMBER 28, 2025 DECEMBER 29, 2024 Current assets $ 269,638 $ 320,519 Current liabilities 878,646 952,336 Working capital (deficit) $ (609,008) $ (631,817) Working capital (deficit) includes: (i) Unearned revenue primarily from unredeemed gift cards of $377.9 million and $374.1 million as of December 28, 2025 and December 29, 2024, respectively, and (ii) current operating lease liabilities of $176.3 million and $158.8 million as of December 28, 2025 and December 29, 2024, respectively, with 49 Table of Contents BLOOMIN’ BRANDS, INC.
FISCAL YEAR (dollars in thousands) 2024 2023 2022 Revenues Restaurant sales (1) $ 3,812,604 $ 4,005,053 $ 3,863,016 Franchise and other revenues 44,530 48,546 48,854 Total revenues $ 3,857,134 $ 4,053,599 $ 3,911,870 Income from continuing operations $ 250,050 $ 377,534 $ 407,860 Operating income margin, continuing operations 6.5 % 9.3 % 10.4 % INTERNATIONAL FRANCHISE FISCAL YEAR (dollars in thousands) 2024 2023 2022 Franchise and other revenues (2) $ 39,490 $ 41,524 $ 36,202 Income from continuing operations $ 37,961 $ 39,207 $ 34,216 ____________________ (1) The decrease from 2023 to 2024 was primarily due to: (i) the restaurant sales during the 53rd week of 2023, (ii) the net impact of restaurant closures and openings and (iii) lower comparable restaurant sales.
FISCAL YEAR (dollars in thousands) 2025 2024 Revenues Restaurant sales (1) $ 3,846,028 $ 3,812,604 Franchise and other revenues 40,397 44,530 Total revenues $ 3,886,425 $ 3,857,134 Income from operations $ 180,033 $ 250,050 Operating income margin 4.6 % 6.5 % ____________________ (1) The increase from 2024 to 2025 was primarily due to: (i) the net impact of restaurant openings and closures and (ii) higher comparable restaurant sales.
Income from operations generated during 2024 as compared to 2023 was primarily due to: (i) lower restaurant sales, as discussed above, (ii) higher labor, operating and commodity costs, primarily due to inflation, (iii) higher impairment and closure costs and (iv) higher advertising, depreciation and amortization expense.
The decrease in U.S. Income from operations generated during 2025 as compared to 2024 was primarily due to: (i) higher labor, commodity and operating costs, primarily due to inflation, (ii) goodwill impairment related to Bonefish Grill and (iii) unfavorable product cost mix.
For 2023, also includes a $2.9 million adjustment related to a Brazil federal income tax exemption on certain state value added tax benefits. See Note 3 - Discontinued Operations of the Notes to Consolidated Financial Statements for additional details regarding the Brazil Sale Transaction.
For 2024, also includes adjustments for $68.3 million for impairment of assets held for sale and $33.8 million of deferred income tax expense resulting from the Brazil Sale Transaction and the tax effects of non-GAAP adjustments. See Note 2 - Discontinued Operations of the Notes to Consolidated Financial Statements for additional details regarding the Brazil Sale Transaction.
(2) Interest rate for revolving credit facility represents the weighted average interest rate as of December 29, 2024. As of December 29, 2024, we had $474.0 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $16.0 million.
As of December 28, 2025, we had $693.7 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $16.3 million. 46 Table of Contents BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Results of Operations REVENUES Restaurant Sales - Following is a summary of the change in Restaurant sales for the periods indicated: FISCAL YEAR (dollars in millions) 2024 2023 Restaurant sales of prior periods (continuing operations) $ 4,077.8 $ 3,923.9 53rd week restaurant sales (1) (82.7) For fiscal year 2024 (comparable 52-week presentation) 3,995.1 Change from: Restaurant closures (2) (129.6) (30.5) Comparable restaurant sales (54.5) 75.1 Restaurant openings (3) 55.2 27.2 Effect of foreign currency translation 0.1 (0.6) For fiscal year 2023 (comparable 52-week presentation) 3,995.1 53rd week restaurant sales (1) 82.7 For fiscal year 2024 and 2023 (as reported) $ 3,866.3 $ 4,077.8 ____________________ (1) Fiscal year 2023 included restaurant sales from December 25, 2023 through December 31, 2023, which represents the 53rd week.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued Results of Operations REVENUES Restaurant Sales - Following is a summary of the change in Restaurant sales for the period indicated: FISCAL YEAR (dollars in millions) 2025 For fiscal year 2024 $ 3,866.3 Change from: Restaurant openings (1) 75.0 U.S. comparable restaurant sales 6.3 Restaurant closures (2) (67.0) Other 3.6 For fiscal year 2025 $ 3,884.2 ____________________ (1) Includes restaurant sales from 38 new restaurants not included in our comparable restaurant sales base.
(5) Gains in connection with the foreign exchange forward contracts entered into to partially offset foreign currency exchange risk associated with installment payments from the Brazil Sale Transaction. (6) Primarily includes professional fees, severance and other costs not correlated to our core operating performance during the period.
(4) Includes severance, professional fees and other costs incurred as a result of transformational and restructuring activities. (5) Represents costs (gains) in connection with the foreign currency forward contracts that mostly offset foreign currency exchange risk associated with payments from the Brazil Sale Transaction. 44 Table of Contents BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued there are development opportunities for our concepts in the U.S., we remain focused on driving healthy traffic in our existing restaurants.
To support the objectives, we suspended the dividend in October 2025. We have slowed down our new unit development to focus on refreshing our existing restaurants. While we still believe there are development opportunities for our concepts in the U.S., we remain focused on driving healthy traffic in our existing restaurants.
(2) Fiscal year 2024 includes asset impairment, closure costs and severance primarily in connection with: (i) the 2023 Restaurant Closures, (ii) the closure of nine restaurants in Hong Kong and (iii) the Q4 2024 Restaurant Impairment. Fiscal year 2023 includes asset impairment, closure costs and severance primarily in connection with the 2023 Restaurant Closures.
(2) Fiscal year 2025 primarily includes costs related to the closure of 21 U.S. restaurants and the decision not to renew the leases of 22 restaurants and asset impairments related to five underperforming U.S. restaurants. Fiscal year 2024 primarily includes asset impairment related to older, underperforming restaurants and other asset impairment and closure-related costs in connection with previous restaurant closures.
(7) Due to a GAAP net loss from continuing operations, antidilutive securities are excluded from diluted weighted average common shares outstanding for the fiscal year 2024. However, considering the adjusted net income position, adjusted diluted weighted average common shares outstanding incorporates securities that would have been dilutive for GAAP.
(5) Amounts may not add due to rounding. (6) For 2024, includes shares that are excluded from GAAP diluted weighted average common shares outstanding due to a GAAP net loss, however, incorporated in adjusted diluted weighted average common shares outstanding as a result of the adjusted net income position. 45 Table of Contents BLOOMIN’ BRANDS, INC.
Financing activities - The decrease in net cash used in financing activities during 2024 as compared to 2023 was primarily due to higher net draws on the revolving credit facility and net cash received from the 2024 Note Hedge Early Termination Agreements, partially offset by higher repurchases of common stock and lower net proceeds from share-based compensation.
Net cash used in financing activities during 2024 was primarily due to net draws on the revolving credit facility exceeding the aggregate of cash used to repurchase common stock, pay dividends on our common stock, and net cash received from the partial unwind agreements relating to a portion of the convertible note hedge and warrant transactions that were entered into in connection with the issuance of the 2025 Notes.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeSee Note 13 - Derivative Instruments and Hedging Activities of the Notes to Consolidated Financial Statements for further information. 54 Table of Contents BLOOMIN’ BRANDS, INC. We utilize valuation models to estimate the effects of changing interest rates. The following table summarizes the changes to fair value and interest expense under a shock scenario.
Biggest changeSee Note 13 - Derivative Instruments and Hedging Activities of the Notes to Consolidated Financial Statements for further information. A hypothetical 200 basis points increase (decrease) in short-term interest rates would have increased (decreased) the fair value of our interest rate swaps by $9.2 million and $(9.6) million, respectively.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risk from changes in commodity prices, labor inflation, interest rates and foreign currency exchange rates. Commodity Pricing Risk Many of the ingredients used in the products sold in our restaurants are commodities that are subject to unpredictable price volatility.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risk from changes in commodity prices, interest rates and foreign currency exchange rates. Commodity Pricing Risk Many of the ingredients used in the products sold in our restaurants are commodities that are subject to unpredictable price volatility.
If these vendors were unable to fulfill their obligations under their contracts, we could encounter supply shortages and incur higher costs to secure adequate supplies. See Note 18 - Commitments and Contingencies of the Notes to Consolidated Financial Statements for further details.
If these vendors were unable to fulfill their obligations under their contracts, we could encounter supply shortages and incur higher costs to secure adequate supplies. See Note 17 - Commitments and Contingencies of the Notes to Consolidated Financial Statements for further details.
Foreign Currency Exchange Rate Risk We are subject to foreign currency exchange risk. To manage a portion of our exchange rate risk, we entered into foreign currency forward contracts during 2024 to partially offset the foreign currency exchange gains and losses generated by the rate risk associated with the purchase price installment payments from the Brazil Sale Transaction.
Foreign Currency Exchange Rate Risk During 2024 and 2025, we entered into foreign currency forward contracts to partially offset the foreign currency exchange gains and losses generated by the rate risk associated with the purchase price installment payments from the Brazil Sale Transaction.
To manage the risk of fluctuations in variable interest rate debt, we have interest rate swaps with an aggregate notional amount of $375.0 million, with $100.0 million maturing on December 31, 2024, $100.0 million maturing on December 31, 2025, and $175.0 million maturing March 31, 2026.
To manage the risk of fluctuations in variable interest rate debt, we have interest rate swaps with an aggregate notional amount of $275.0 million, with $100.0 million that matured subsequent to our fiscal year end on December 31, 2025 and $175.0 million maturing March 31, 2026.
This market risk discussion contains forward-looking statements. Actual results may differ materially from the discussion based upon general market conditions and changes in U.S. and global financ ial markets. 55 Table of Contents BLOOMIN’ BRANDS, INC.
Currently, exposure to international currency exchange rate fluctuations is not material. 54 Table of Contents BLOOMIN’ BRANDS, INC. This market risk discussion contains forward-looking statements. Actual results may differ materially from the discussion based upon general market conditions and changes in U.S. and global financ ial markets. 55 Table of Contents BLOOMIN’ BRANDS, INC.
Extreme changes in commodity prices or long-term changes could affect our financial results adversely. Currently we do not use financial instruments to hedge our commodity risk. In addition to the market risks identified above, we are subject to business risk as our U.S. beef supply is highly dependent upon a limited number of vendors.
Currently we do not use financial instruments to hedge our commodity risk. In addition to the market risks identified above, we are subject to business risk as our beef supply is highly dependent upon a limited number of vendors.
Other commodities are purchased based upon negotiated price ranges established with vendors with reference to the fluctuating market prices. The related agreements may contain contractual features that limit the price paid by establishing certain price floors and caps.
Other commodities are purchased based upon negotiated price ranges established with vendors with reference to the fluctuating market prices. The related agreements may contain contractual features that limit the price paid by establishing certain price floors and caps. Extreme changes in commodity prices or long-term changes could affect our financial results adversely.
As of December 29, 2024, our interest rate risk was primarily from variable interest rate changes on our revolving credit facility. We periodically evaluate financial instruments to hedge our exposure to variable interest rates. We use derivative financial instruments as risk management tools and not for speculative purposes.
We periodically evaluate financial instruments to hedge our exposure to variable interest rates. We use derivative financial instruments as risk management tools and not for speculative purposes.
During 2024, we experienced 3.7% labor cost inflation in the U.S and anticipate 4.0% to 5.0% labor cost inflation for 2025. Interest Rate Risk Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows by targeting an appropriate mix of variable and fixed-rate debt.
Interest Rate Risk Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows by targeting an appropriate mix of variable and fixed-rate debt.
We recorded gains of $15.7 million as a result of changes in the fair value of foreign currency forward contracts during fiscal year 2024. As of December 29, 2024, the fair value of the derivative instruments was $0.3 million in an asset position.
We recorded (losses) gains of $(26.4) million and $15.7 million as a result of changes in the fair value of foreign currency forward contracts during fiscal year 2025 and 2024, respectively. In November 2025, we received the final installment payment from the Brazil Sale Transaction and our foreign currency forward contracts matured.
Removed
As of December 29, 2024, approximately 80% of our estimated 2025 annual food purchases are covered by fixed contracts, most of which are scheduled to expire during 2025. During 2024, we experienced 1.1% commodity inflation in the U.S. and anticipate 2.5% to 3.5% commodity inflation for 2025.
Added
As of December 28, 2025, our interest rate risk was primarily from variable interest rate changes on our revolving credit facility. Based on outstanding unhedged borrowings on December 28, 2025, a hypothetical 200 basis points increase in short-term interest rates would increase our annual interest expense by $3.9 million.
Removed
Labor Inflation Our restaurant operations are subject to federal and state minimum wage and other laws governing such matters as working conditions, overtime and tip credits. A significant number of our restaurant team members are paid at rates related to the federal and/or state minimum wage and, accordingly, increases in the minimum wage increase our labor costs.
Added
We also have $100.0 million of interest rate swaps that became effective subsequent to our fiscal year end on December 31, 2025, and mature on December 31, 2026 and $200.0 million of interest rate swaps that will become effective on March 31, 2026 and mature on December 31, 2027 .
Removed
This analysis assumes that interest rates change suddenly, as an interest rate “shock”, and continue to increase or decrease at a consistent level above or below the SOFR curve.
Removed
DECEMBER 29, 2024 (dollars in thousands) INCREASE DECREASE Change in fair value (1): Interest rate swap $ 5,693 $ (5,847) Change in annual interest expense (1): Variable rate debt $ 8,700 $ (8,700) ________________ (1) The potential change from a hypothetical 200 basis point increase (decrease) in short-term interest rates.
Removed
As of December 29, 2024, our total notional amount of outstanding foreign currency forward contracts was $184.6 million. Subsequent to December 29, 2024, the outstanding notional amount decreased to $107.7 million following the collection of the first installment payment from the Brazil Sale Transaction.
Removed
A hypothetical 10% increase or decrease in the Brazilian Real relative to the U.S. dollar for the remaining $107.7 million notional amount would result in a corresponding increase or decrease of approximately $8.4 million or $(10.2) million, respectively, in operating income with a corresponding decrease or increase in the U.S. dollar value of the hedged portion of the related receivable.

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