Bloomin' Brands, Inc.
For the period ended Dec 28, 2025. Filed Feb 25, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 25, 2026
BLMN$9.93-3.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1)LISTING OF FINANCIAL STATEMENTS
The following consolidated financial statements of the Company and subsidiaries are included in Item 8 of this Report:
Consolidated Balance Sheets – December 28, 2025 and December 29, 2024
Consolidated Statements of Operations and Comprehensive Income (Loss) – Fiscal years 2025, 2024 and 2023
Consolidated Statements of Changes in Stockholders’ Equity – Fiscal years 2025, 2024 and 2023
Consolidated Statements of Cash Flows – Fiscal years 2025, 2024 and 2023
Notes to Consolidated Financial Statements
(a)(2) FINANCIAL STATEMENT SCHEDULES
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Report.
(a)(3) EXHIBITS
| EXHIBITNUMBER | DESCRIPTION OF EXHIBITS | FILINGS REFERENCED FOR INCORPORATION BY REFERENCE |
| 3.1 | Fifth Amended and Restated Certificate of Incorporation of Bloomin’ Brands, Inc. | April 19, 2023, Form 8-K, Exhibit 3.1 |
| 3.2 | Fourth Amended and Restated Bylaws of Bloomin’ Brands, Inc. | April 19, 2023, Form 8-K, Exhibit 3.2 |
| 4.1 | Form of Common Stock Certificate | Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 4.1 |
| 4.2 | Description of Common Stock | March 26, 2023, Form 10-Q, Exhibit 4.1 |
| 4.3 | Indenture, dated as of April 16, 2021, by and among Bloomin’ Brands, Inc., OSI Restaurant Partners, LLC, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee | April 20, 2021, Form 8-K, Exhibit 4.1 |
| 4.4 | Form of 5.125% Senior Notes due 2029 | April 20, 2021, Form 8-K, Included as Exhibit A to Exhibit 4.1 |
| 10.1 | Third Amended and Restated Credit Agreement, dated September 19, 2024, by and among Bloomin’ Brands, Inc., OSI Restaurant Partners, LLC. the guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative Agent | September 24, 2024, Form 8-K, Exhibit 10.1 |
| 10.2* | Shareholders Agreement, dated December 30, 2024, by and among Bloom Group Holdings, B.V., Bold Hospitality Company, S.A., Outback Steakhouse Restaurantes Brasil S.A., and Osaka Participações Societárias S.A. | December 31, 2024, Form 8-K, Exhibit 10.2 |
| EXHIBITNUMBER | DESCRIPTION OF EXHIBITS | FILINGS REFERENCED FOR INCORPORATION BY REFERENCE |
| 10.3* | Amended and Restated Shareholders Agreement, dated December 26, 2025, by and among Bloom Group Holdings, B.V., Outback Steakhouse Restaurantes Brasil S.A., Vinci Capital Partners IV C Fundo de Investimento em Participações Multiestratégia Responsabilidade Limitada, and Naoshima Participações Societárias S.A. | Filed herewith |
| 10.4 | Amended and Restated Operating Agreement for OSI/Fleming’s, LLC made as of June 4, 2010 by and among OS Prime, LLC, a wholly-owned subsidiary of OSI Restaurant Partners, LLC, FPSH Limited Partnership and AWA III Steakhouses, Inc. | Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.8 |
| 10.5* | Quota Purchase Agreement and Other Covenants, dated November 6, 2024, by and among Bloom Group Holdings, B.V., Bloom Participações Ltda., Outback Steakhouse Restaurantes Brasil S.A., and Osaka Participações Societárias S.A. | November 8, 2024, Form 8-K, Exhibit 10.1 |
| 10.6** | OSI Restaurant Partners, LLC HCE Deferred Compensation Plan effective October 1, 2007, as Amended | December 31, 2023, Form 10-K, Exhibit 10.5 |
| 10.7** | Bloomin’ Brands, Inc. 2012 Incentive Award Plan | Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 10.2 |
| 10.8** | Form of Nonqualified Stock Option Award Agreement for options granted under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan | December 7, 2012, Form 8-K, Exhibit 10.2 |
| 10.9** | Form of Bloomin’ Brands, Inc. Indemnification Agreement by and between Bloomin’ Brands, Inc. and each member of its Board of Directors and each of its executive officers | Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 10.39 |
| 10.10** | Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan | March 11, 2016, Definitive Proxy Statement |
| 10.11** | Form of Nonqualified Stock Option Award Agreement for options granted to executive management under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan | June 26, 2016, Form 10-Q, Exhibit 10.2 |
| 10.12** | Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan | April 9, 2020, Definitive Proxy Statement |
| 10.13** | Form of Restricted Stock Unit Award Agreement for restricted stock granted to directors under the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan | May 29, 2020, Form 8-K, Exhibit 10.2 |
| 10.14** | Form of Nonqualified Stock Option Award Agreement for options granted to executive management under the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan | May 29, 2020, Form 8-K, Exhibit 10.3 |
| 10.15** | Form of Restricted Stock Unit Award Agreement for restricted stock granted to executive management under the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan | May 29, 2020, Form 8-K, Exhibit 10.4 |
| 10.16** | Form of Performance Award Agreement for performance units granted to executive management under the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan | May 29, 2020, Form 8-K, Exhibit 10.5 |
| 10.17** | Form of Restricted Cash Award Agreement for cash awards granted to executive management under the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan | May 29, 2020, Form 8-K, Exhibit 10.6 |
| EXHIBITNUMBER | DESCRIPTION OF EXHIBITS | FILINGS REFERENCED FOR INCORPORATION BY REFERENCE |
|---|---|---|
| 10.18** | Amended Form of Performance Award Agreement for performance units granted to executive management under the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan | December 27, 2020, Form 10-K, Exhibit 10.48 |
| 10.19** | Amended Form of Performance Award Agreement with adapted service criteria for performance units granted to executive management under the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan | December 27, 2020, Form 10-K, Exhibit 10.49 |
| 10.20** | Form of Restricted Stock Unit Award Agreement with adapted service criteria for restricted stock units granted to executive management under the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan | December 27, 2020, Form 10-K, Exhibit 10.50 |
| 10.21** | Form of Restricted Stock Unit Retention Award Agreement for restricted stock granted to executive management under the Bloomin’ Brands, Inc. 2020 Omnibus Incentive Compensation Plan | August 7, 2024, Form 10-Q, Exhibit 10.2 |
| 10.22** | Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan (incorporated herein by reference to the Definitive Proxy Statement filed by Bloomin’ Brands, Inc. on March 4, 2025) | March 4, 2025, Definitive Proxy Statement |
| 10.23** | Form of Restricted Stock Unit Award Agreement for restricted stock granted to directors and under the Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan | April 23, 2025, Form 8-K, Exhibit 10.2 |
| 10.24** | Form of Restricted Stock Unit Award Agreement for restricted stock granted to executive management under the Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan | April 23, 2025, Form 8-K, Exhibit 10.3 |
| 10.25** | Form of Performance Award Agreement for performance units granted to executive management under the Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan | April 23, 2025, Form 8-K, Exhibit 10.4 |
| 10.26** | Form of Restricted Cash Award Agreement for cash awards granted to executive management under the Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan | April 23, 2025, Form 8-K, Exhibit 10.5 |
| 10.27** | Senior Officer Special Restricted Stock Unit Award Agreement Under the Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan | Filed herewith |
| 10.28** | Senior Officer Special Performance Award Agreement Under the Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan | Filed herewith |
| 10.29** | Form of Restricted Stock Unit Award Agreement for restricted stock granted to executive management with restrictive covenants under the Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan | Filed herewith |
| 10.30** | Form of Performance Award Agreement for performance units granted to executive management with restrictive covenants under the Bloomin’ Brands, Inc. 2025 Omnibus Incentive Compensation Plan | Filed herewith |
| 10.31** | Bloomin’ Brands, Inc. Executive Change in Control Plan, effective December 6, 2012 | December 7, 2012, Form 8-K, Exhibit 10.1 |
| 10.32** | Amended and Restated Severance Pay Plan for Salaried Employees L-8/Vice President and Above effective October 21, 2024 | October 24, 2024, Form 8-K, Exhibit 10.1 |
| EXHIBITNUMBER | DESCRIPTION OF EXHIBITS | FILINGS REFERENCED FOR INCORPORATION BY REFERENCE |
| 10.33** | Second Amended and Restated Severance Pay Plan for Salaried Employees L-8/Vice President and Above, effective December 8, 2025 | Filed herewith |
| 10.34** | Employment Offer Letter Agreement, dated as of May 1, 2019, between Kelly Lefferts and Bloomin’ Brands, Inc. | June 30, 2019, Form 10-Q, Exhibit 10.4 |
| 10.35** | Employment Offer Letter Agreement, dated as of April 3, 2024, between Bloomin’ Brands, Inc. and Michael Healy | May 8, 2024, Form 10-Q, Exhibit 10.4 |
| 10.36** | Employment Offer Letter Agreement, dated as of August 21, 2024, between Bloomin’ Brands, Inc. and Michael L. Spanos | November 8, 2024, Form 10-Q, Exhibit 10.2 |
| 10.37** | Employment Offer Letter Agreement, dated as of January 6, 2025, between Bloomin’ Brands, Inc. and Pat Hafner | February 26, 2025, Form 10-K, Exhibit 10.30 |
| 10.38** | Employment Offer Letter Agreement, dated as of July 30, 2025, between Bloomin’ Brands, Inc. and Eric Christel | August 7, 2025, Form 10-Q, Exhibit 10.6 |
| 10.39** | Employment Offer Letter Agreement, dated as of July 11, 2025, between Bloomin’ Brands, Inc. and Jessica Mitory | Filed herewith |
| 10.40** | Separation Agreement, dated as of October 13, 2025, by and between Michael Healy and Bloomin’ Brands, Inc. | November 6, 2025, Form 10-Q, Exhibit 10.2 |
| 10.41** | Separation Agreement, dated as of November 1, 2025, by and between Mark Graff and Bloomin’ Brands, Inc. | November 6, 2025, Form 10-Q, Exhibit 10.3 |
| 21.1 | List of Subsidiaries | Filed herewith |
| 23.1 | Consent of PricewaterhouseCoopers LLP | Filed herewith |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) | Furnished herewith |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1) | Furnished herewith |
| 101.INS | Inline XBRL Instance Document | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
| EXHIBITNUMBER | DESCRIPTION OF EXHIBITS | FILINGS REFERENCED FOR INCORPORATION BY REFERENCE |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | Filed herewith |
| *Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(2)(ii). | ||
|---|---|---|
| **Management contract or compensatory plan or arrangement required to be filed as an exhibit. | ||
| (1) These certifications are not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. These certifications will not be deemed to be incorporated by reference into any filing under the Exchange Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference. | ||
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