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Bloomin' Brands, Inc.

For the period ended Jun 28, 2026. Filed Aug 6, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 28, 2026 · Filed Aug 6, 2026

BLMN$10.28+5.4%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements

(UNAUDITED)

  1. Description of the Business and Basis of Presentation

Description of the Business -Bloomin’ Brands, Inc. (“Bloomin’ Brands” or the “Company”), a holding company that conducts its operations through its subsidiaries, is one of the largest full-service dining restaurant companies in the world, with a portfolio of leading, differentiated restaurant concepts. OSI Restaurant Partners, LLC (“OSI”) is the Company’s primary operating entity.

The Company owns and operates casual, polished casual and fine dining restaurants. The Company’s restaurant portfolio includes Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar. Additional Outback Steakhouse, Carrabba’s Italian Grill and Bonefish Grill restaurants are operated under franchise agreements.

Basis of Presentation -The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States (“U.S. GAAP”) for complete financial statements. The Company utilizes a 52-53-week year ending on the last Sunday in December and its fiscal year ending December 27, 2026 will contain 52 weeks. In the opinion of the Company, all adjustments necessary for fair statement of results for the periods presented have been included and are of a normal, recurring nature. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Unless otherwise noted, disclosures within these Notes to Consolidated Financial Statements relate solely to the Company’s continuing operations.

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2025. The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated.

Reclassifications - The Company reclassified certain immaterial amounts in prior period financial statements to conform to the current period’s presentation. These reclassifications had no effect on previously reported Net income.

Recently Issued Financial Accounting Standards Not Yet Adopted - In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses,” (“ASU No. 2024-03”) which requires detailed disclosures in the notes to financial statements of expense categories within relevant income statement captions including purchases of inventory, employee compensation, depreciation and intangible asset amortization. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU No. 2024-03 may be applied either prospectively for reporting periods after the effective date or retrospectively to prior periods presented. The Company is currently evaluating the impact ASU No. 2024-03 will have on its disclosures.

Recent accounting guidance not discussed herein is not applicable, did not have or is not expected to have a material impact to the Company.

  1. Equity Method Investment

On December 30, 2024, an indirect wholly owned subsidiary of the Company completed the sale of 67% of the ownership interest in its business in Brazil to a fund managed by an affiliate of Vinci Partners Investments Ltd. (the

“Brazil Sale Transaction”). Following the closing, the Brazil restaurants began operating as unconsolidated franchisees and the Company retained a 33% interest, which is accounted for using the equity method of accounting. To ensure timely reporting, the Company records the results of the equity method investment in Brazil on a calendar basis one-month lag.

Following is a rollforward of the Company’s equity method investment for the periods indicated:

THIRTEEN WEEKS ENDEDTWENTY-SIX WEEKS ENDED
(dollars in thousands)JUNE 28, 2026JUNE 29, 2025JUNE 28, 2026JUNE 29, 2025
Balance, beginning of the period$66,404$61,776$63,967$—
Fair value of retained interest at sale closing date———59,863
Loss, net of tax(864)(1,806)(1,042)(3,097)
Foreign currency translation adjustment1,1541,7323,7694,936
Balance, end of the period$66,694$61,702$66,694$61,702
  1. Revenue Recognition

The following tables include the disaggregation of Restaurant sales and franchise revenues by restaurant concept and reportable segment for the periods indicated:

THIRTEEN WEEKS ENDED
JUNE 28, 2026JUNE 29, 2025
(dollars in thousands)RESTAURANT SALESFRANCHISE REVENUESRESTAURANT SALESFRANCHISE REVENUES
U.S.
Outback Steakhouse$576,278$7,755$571,897$7,800
Carrabba’s Italian Grill181,118575181,141573
Bonefish Grill133,08772126,67189
Fleming’s Prime Steakhouse & Wine Bar97,902—95,586—
U.S. total988,3858,402975,2958,462
International Franchise—7,593—7,051
Other (1)9,572119,47610
Total$997,957$16,006$984,771$15,523
TWENTY-SIX WEEKS ENDED
JUNE 28, 2026 · JUNE 29, 2025
(dollars in thousands)RESTAURANT SALESFRANCHISE REVENUESRESTAURANT SALESFRANCHISE REVENUES
U.S.
Outback Steakhouse$1,176,588$15,764$1,169,378$15,969
Carrabba’s Italian Grill365,6051,162365,4711,235
Bonefish Grill273,565141262,662193
Fleming’s Prime Steakhouse & Wine Bar204,818—197,914—
U.S. total2,020,57617,0671,995,42517,397
International Franchise (2)—15,163—16,334
Other (1)19,2072718,86332
Total$2,039,783$32,257$2,014,288$33,763

(1)Includes Restaurant sales for Company-owned restaurants in Hong Kong.

(2)The twenty-six weeks ended June 29, 2025 includesone month of pre-Brazil Sale Transaction intercompany royalties.

The following table includes a detail of assets and liabilities from contracts with customers included on the Company’s Consolidated Balance Sheets as of the periods indicated:

(dollars in thousands)JUNE 28, 2026DECEMBER 28, 2025
Other current assets, net
Deferred gift card sales commissions$12,919$17,155
Unearned revenue
Deferred gift card revenue$302,404$370,439
Deferred loyalty revenue5,5575,695
Deferred franchise fees - current538544
Other1,5961,255
Total Unearned revenue$310,095$377,933
Other long-term liabilities, net
Deferred franchise fees - non-current$4,387$4,408

The following table is a rollforward of deferred gift card sales commissions for the periods indicated:

THIRTEEN WEEKS ENDEDTWENTY-SIX WEEKS ENDED
(dollars in thousands)JUNE 28, 2026JUNE 29, 2025JUNE 28, 2026JUNE 29, 2025
Balance, beginning of the period$13,633$13,127$17,155$16,935
Deferred gift card sales commissions amortization(4,839)(4,870)(11,640)(11,767)
Deferred gift card sales commissions capitalization4,6334,9008,6858,873
Other(508)(603)(1,281)(1,487)
Balance, end of the period$12,919$12,554$12,919$12,554

The following table is a rollforward of unearned gift card revenue for the periods indicated:

THIRTEEN WEEKS ENDEDTWENTY-SIX WEEKS ENDED
(dollars in thousands)JUNE 28, 2026JUNE 29, 2025JUNE 28, 2026JUNE 29, 2025
Balance, beginning of the period$313,425$308,738$370,439$366,059
Gift card sales56,77658,035104,884104,561
Gift card redemptions(62,817)(63,072)(160,244)(160,666)
Gift card breakage(4,980)(4,065)(12,675)(10,318)
Balance, end of the period$302,404$299,636$302,404$299,636

Franchise Revenue - Effective December 31, 2023, the Company entered into an Amended & Restated Holistic Resolution Agreement (the “2023 Resolution Agreement”) with Cerca Trova Southwest Restaurant Group, LLC (d/b/a Out West Restaurant Group) and certain of its affiliates (collectively, “Out West”), who currently operate 71 franchised Outback Steakhouse restaurants in the western United States. The 2023 Resolution Agreement provided for forbearance regarding prior defaults and established operating covenants to maintain such forbearance. During the thirteen weeks ended June 28, 2026, the Company received notice from the agent for Out West’s senior lender that Out West was in default of its separate Credit and Guaranty Agreement, dated as of April 25, 2017 (as amended or otherwise modified from time to time, the "Credit Agreement”) and Forbearance Agreement and Fourth Amendment to Credit and Guaranty Agreement (the “Forbearance Agreement”) with such agent and senior lenders as Out West was no longer in compliance with one or more covenants of such agreements. The agent and senior lenders have not yet elected to take any specific actions with respect to the default notice and have not yet elected to terminate the Forbearance Agreement, Credit Agreement, or other credit documents. Out West continues to operate its restaurants in the ordinary course and was current in its obligations to the Company as of June 28, 2026, including payment of royalties and other fees. If the senior lenders exercise their rights under their Forbearance Agreement with respect to this default, or the Forbearance Agreement expires or is terminated, the lenders have a priority right to payment of amounts due and may exercise creditor remedies against Out West, subject to applicable law and loan documents, including foreclosure on Out West’s assets. At this time, the Company is unable to predict the outcome of this situation or possible actions by Out West or Out West’s lenders or any alternatives that these parties may consider, which could include a court-supervised process. The Company is working with Out West and other parties to mitigate potential disruptions and is actively evaluating the Company’s operational, contractual and strategic alternatives to address Out West’s near-term liquidity constraints and longer-term operations.

  1. Impairments and Exit Costs

The components of Provision for impaired assets and restaurant closings are as follows for the periods indicated:

THIRTEEN WEEKS ENDEDTWENTY-SIX WEEKS ENDED
(dollars in thousands)JUNE 28, 2026JUNE 29, 2025JUNE 28, 2026JUNE 29, 2025
Impairment losses
Total U.S. impairment losses$2,582$5,680$6,162$6,266
Restaurant closure charges (benefits)
U.S.$1,405$(3,726)$3,296$(3,670)
Other(15)(414)46(706)
Total restaurant closure charges (benefits)1,390(4,140)3,342(4,376)
Provision for impaired assets and restaurant closings$3,972$1,540$9,504$1,890
  1. Earnings Per Share

The following table presents the computation of basic and diluted earnings per share for the periods indicated:

THIRTEEN WEEKS ENDEDTWENTY-SIX WEEKS ENDED
(in thousands, except per share data)JUNE 28, 2026JUNE 29, 2025JUNE 28, 2026JUNE 29, 2025
Net income attributable to Bloomin’ Brands$31,344$25,419$86,998$67,571
(Loss) income from discontinued operations, net of tax(350)77982525
Net income attributable to Bloomin’ Brands from continuing operations$31,694$24,640$86,916$67,046
Basic weighted average common shares outstanding85,55985,04185,41884,971
Effect of dilutive securities:
Stock-based compensation awards66499569164
Diluted weighted average common shares outstanding86,22385,14085,98785,135
Basic earnings per share (1):
Continuing operations$0.37$0.29$1.02$0.79
Discontinued operations(*)0.01*0.01
Net basic earnings per share$0.37$0.30$1.02$0.80
Diluted earnings per share (1):
Continuing operations$0.37$0.29$1.01$0.79
Discontinued operations(*)0.01*0.01
Net diluted earnings per share$0.36$0.30$1.01$0.79
Antidilutive stock-based compensation awards1,6551,7541,5241,953
Antidilutive convertible senior notes and warrants—1,682—1,835

(1)Amounts may not add due to rounding.

  • Represents less than $0.01.
  1. Stock-based Compensation Plans

The following table presents a summary of the Company’s performance-based share units (“PSUs”) and restricted stock units (“RSUs”) activity:

WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT · AGGREGATE INTRINSIC VALUE (1)
(in thousands, except per unit data)PSUsRSUsPSUsRSUsPSUsRSUs
Outstanding as of December 28, 20256261,461$16.08$9.48$4,253$9,920
Granted (2)1,1582,010$6.13$6.30
Performance adjustment (3)(229)—$21.02$—
Vested—(494)$—$10.52
Forfeited(33)(41)$13.61$9.77
Outstanding as of June 28, 20261,5222,936$7.82$7.13$13,651$26,333
Expected to vest as of June 28, 2026 (4)1,4102,936$12,648$26,333

(1)Based on the $6.79 and $8.97 share price of the Company’s common stock on the last trading day of the year ended December 28, 2025 and the twenty-six weeks ended June 28, 2026, respectively.

(2)Beginning in 2025, PSU grants contain separate performance goals that are set at the beginning of each of the three annual performance periods and units earned based on performance will cliff vest after three years.

(3)Represents adjustment to 0% payout for PSUs granted during 2023 and adjustment to 67% payout for the first annual performance period for PSUs granted during 2025.

(4)For PSUs, the estimated number of units to be issued upon the vesting of outstanding PSUs is based on Company performance projections of performance criteria set forth in the 2024, 2025 and 2026 PSU award agreements.

The following represents unrecognized stock-based compensation expense and the remaining weighted average recognition period as of June 28, 2026:

UNRECOGNIZED COMPENSATION EXPENSE(dollars in thousands)REMAINING WEIGHTED AVERAGE RECOGNITION PERIOD (in years)
Performance-based share units$7,2882.2
Restricted stock units$16,5192.2
  1. Supplemental Balance Sheet Information

Other current assets, net, consisted of the following as of the periods indicated:

(dollars in thousands)JUNE 28, 2026DECEMBER 28, 2025
Prepaid expenses$21,366$24,018
Accounts receivable - gift cards, net13,28871,232
Accounts receivable - vendors, net13,53219,495
Accounts receivable - franchisees, net3,3263,603
Accounts receivable - other, net11,8877,886
Deferred gift card sales commissions12,91917,155
Other current assets, net6,3535,302
$82,671$148,691

Goodwill and Intangible Assets- The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets as of the first day of its second fiscal quarter. The 2026 annual assessment was qualitative. During the thirteen weeks ended June 29, 2025, the Company performed a quantitative annual impairment analysis due to a decline in the Company’s stock price and market capitalization. In connection with the 2026 and 2025 annual assessments, the Company didnot record any impairment charges. During the thirteen weeks ended December 28, 2025, the Company also performed an interim quantitative impairment analysis as a result of: (i) a sustained decline in the Company’s stock price and market capitalization and (ii) a decline in margins specific to the Bonefish Grill reporting unit. In connection with this analysis, the Company determined that the Bonefish Grill reporting unit was impaired and $28.2 million of goodwill impairment was recorded to fully impair the goodwill of the reporting unit.

Accrued and other current liabilities consisted of the following as of the periods indicated:

(dollars in thousands)JUNE 28, 2026DECEMBER 28, 2025
Accrued payroll and other compensation$71,637$79,436
Accrued insurance27,44422,733
Other current liabilities84,40784,087
$183,488$186,256

Long-term debt, net, consisted of the following as of the periods indicated:

JUNE 28, 2026DECEMBER 28, 2025
(dollars in thousands)OUTSTANDING BALANCEINTEREST RATEOUTSTANDING BALANCEINTEREST RATE
Senior secured credit facility - revolving credit facility (1)$405,0005.55%$490,0006.09%
2029 Notes300,0005.13%300,0005.13%
Long-term debt705,000790,000
Less: unamortized debt discount and issuance costs(2,212)(2,575)
Long-term debt, net$702,788$787,425

(1)Includes a maximum capacity of $1.2 billion and matures on September 19, 2029. Interest rate represents the weighted average interest rate as of the respective periods.

Debt Covenants -As of June 28, 2026 and December 28, 2025, the Company was in compliance with its debt covenants.

  1. Stockholders’ Equity

Accumulated Other Comprehensive Income (“AOCI”)-The following table is a rollforward of the components of AOCI for the periods indicated:

THIRTEEN WEEKS ENDEDTWENTY-SIX WEEKS ENDED
(dollars in thousands)JUNE 28, 2026JUNE 29, 2025JUNE 28, 2026JUNE 29, 2025
Foreign currency translation:
Balance, beginning of the period$11,832$3,023$9,262$(212,172)
Foreign currency translation adjustment - equity method investment1,1541,7323,7694,936
Foreign currency translation adjustment - other(7)(1)(52)(5,558)
Reclassification of foreign currency translation adjustments into earnings due to sale of business———217,548
Balance, end of the period$12,979$4,754$12,979$4,754
Net gain (loss) on derivatives, net of tax:
Balance, beginning of the period$1,494$(798)$(154)$(621)
Change in fair value of derivatives, net of tax4902631,96263
Reclassification realized in Net income, net of tax(224)27(48)50
Balance, end of the period$1,760$(508)$1,760$(508)
Accumulated other comprehensive income:
Balance beginning of the period$13,326$2,225$9,108$(212,793)
Other comprehensive income attributable to Bloomin' Brands1,4132,0215,631217,039
Balance, end of the period$14,739$4,246$14,739$4,246
  1. Derivative Instruments and Hedging Activities

Interest Rate Risk - The Company manages economic risks, including interest rate variability, primarily by managing the amount, sources and duration of its debt funding and through the use of derivative financial instruments. The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps.

Designated Hedges

Cash Flow Hedges of Interest Rate Risk -To manage its exposure to fluctuations in variable interest rates, in March 2024 and December 2023, the Company entered into 11 interest rate swap agreements withten counterparties with an aggregate notional amount of $375.0 million andone andtwo-year tenors (the “2023 and 2024 Swap Agreements”). The Company had $100.0 million of interest rate swap agreements mature on December 31, 2024 and December 31, 2025, respectively, and $175.0 million of interest rate swap agreements mature on March 31, 2026.

In October 2025, the Company entered into an additional eight interest rate swap agreements with eight counterparties with an aggregate notional amount of $300.0 million and 12- and 21-month tenors (the “2025 Swap Transactions”, together with the 2023 and 2024 Swap Agreements, the “Swap Transactions”). The following are the terms of the remaining Swap Transactions:

NOTIONAL AMOUNTWEIGHTED AVERAGE FIXED INTEREST RATE (1)EFFECTIVE DATETERMINATION DATE
$100,000,0003.37%December 31, 2025December 31, 2026
$200,000,0003.18%March 31, 2026December 31, 2027

(1)The weighted average fixed interest rate excludes the term SOFR adjustment and interest rate spread described below.

In connection with the Swap Transactions, the Company effectively converted its outstanding indebtedness based on the notional amount from a variable rate of SOFR, plus a term SOFR adjustment of 0.10% and a spread of 150 to 250 basis points, to the weighted average fixed interest rates within the table above, plus a term SOFR adjustment of 0.10% and a spread of 150 to 250 basis points. The Swap Transactions have an embedded floor of minus 0.10%.

The Swap Transactions have been designated and qualify as cash flow hedges, are recognized on the Company’s Consolidated Balance Sheets at fair value and are classified based on the instruments’ maturity dates. The Company estimates $1.6 million of interest income will be reclassified from Accumulated Other Comprehensive Income to Interest expense, net over the next 12 months related to the outstanding Swap Transactions.

The following table presents the fair value and classification of the Company’s Swap Transactions as of the periods indicated:

(dollars in thousands)CONSOLIDATED BALANCE SHEETS CLASSIFICATIONJUNE 28, 2026DECEMBER 28, 2025
Interest rate swaps - assetOther current assets, net$1,495$208
Interest rate swaps - assetOther assets, net862—
Total fair value of derivative instruments - assets (1)$2,357$208
Interest rate swaps - liabilityAccrued and other current liabilities$—$330
Interest rate swaps - liabilityOther long-term liabilities, net—87
Total fair value of derivative instruments - liabilities (1)$—$417

(1)See Note 8 -Stockholders’ Equity for interest rate swaps impact on AOCI and Note 11 -Fair Value Measurements for fair value discussion of the interest rate swaps.

By utilizing the interest rate swaps, the Company is exposed to credit-related losses in the event that the counterparty fails to perform under the terms of the derivative contract. To mitigate this risk, the Company enters into derivative contracts with major financial institutions based upon credit ratings and other factors. The Company continually assesses the creditworthiness of its counterparties. As of June 28, 2026, all counterparties to the Swap Transactions performed in accordance with their contractual obligations.

The Swap Transactions contain provisions whereby the Company could be declared in default on its derivative obligations if the repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on indebtedness. As of June 28, 2026 and December 28, 2025, the Company has not posted any collateral related to the Swap Transactions.

The Company’s Swap Transactions are subject to master netting arrangements. As of June 28, 2026, the Company elected not to offset derivative positions in its Consolidated Balance Sheet with the same counterparty under the same agreement.

Non-Designated Hedges

The Company entered into foreign currency forward contracts to partially offset the foreign currency exchange gains and losses generated by the Brazilian Reais rate risk associated with the purchase price installment payments from the Brazil Sale Transaction. During the thirteen weeks ended December 28, 2025, the Company received the final installment payment related to the Brazil Sale Transaction and the foreign currency forward contracts matured.

The following table summarizes the effects of the Company’s foreign exchange forward contracts on the Consolidated Statements of Operations and Comprehensive Income for the periods indicated:

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME CLASSIFICATIONTHIRTEEN WEEKS ENDEDTWENTY-SIX WEEKS ENDED
(dollars in thousands) · JUNE 29, 2025 · JUNE 29, 2025
Loss on foreign currency forward contracts (1)General and administrative$8,461$18,711

(1)The loss on foreign currency forward contracts, which includes costs in connection with the forward contracts, is partially offset within General and administrative expense by foreign currency exchange gains of $6.2 million and$14.2 million for the thirteen and twenty-six weeks ended June 29, 2025, respectively, related to the installment receivable from the Brazil Sale Transaction.

  1. Leases

The following table includes a detail of lease assets and liabilities included on the Company’s Consolidated Balance Sheets as of the periods indicated:

(dollars in thousands)CONSOLIDATED BALANCE SHEETS CLASSIFICATIONJUNE 28, 2026DECEMBER 28, 2025
Operating lease right-of-use assetsOperating lease right-of-use assets$967,380$979,270
Finance lease right-of-use assets (1)Property, fixtures and equipment, net7,9239,296
Total lease assets, net$975,303$988,566
Current operating lease liabilitiesCurrent operating lease liabilities$176,821$176,268
Current finance lease liabilitiesAccrued and other current liabilities3,3033,389
Non-current operating lease liabilitiesNon-current operating lease liabilities1,033,0361,046,380
Non-current finance lease liabilitiesOther long-term liabilities, net6,4937,890
Total lease liabilities$1,219,653$1,233,927

(1)Net of accumulated amortization of $6.0 million and $5.4 million as of June 28, 2026 and December 28, 2025, respectively.

Following is a summary of expenses and income related to leases recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income for the periods indicated:

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME CLASSIFICATION · THIRTEEN WEEKS ENDED · TWENTY-SIX WEEKS ENDED
(dollars in thousands) · JUNE 28, 2026 · JUNE 29, 2025 · JUNE 28, 2026 · JUNE 29, 2025
Operating lease cost (1)Other restaurant operating$42,604$42,623$85,055$84,928
Variable lease costOther restaurant operating9131,2942,0862,486
Finance lease costs:
Amortization of leased assetsDepreciation and amortization6737501,3681,440
Interest on lease liabilitiesInterest expense, net180261373500
Sublease revenueFranchise and other revenues(1,681)(1,745)(3,155)(3,447)
Lease costs, net$42,689$43,183$85,727$85,907

(1)Excludes rent expense for office facilities and closed or subleased properties of $3.1 million and $3.4 million for the thirteen weeks ended June 28, 2026 and June 29, 2025, respectively, and $6.4 million and $7.0 million for the twenty-six weeks ended June 28, 2026 and June 29, 2025, respectively, which is included in General and administrative expense.

The following table is a summary of supplemental information related to leases for the periods indicated:

TWENTY-SIX WEEKS ENDED
(dollars in thousands)JUNE 28, 2026JUNE 29, 2025
Cash flows from operating activities:
Cash paid for amounts included in the measurement of operating lease liabilities$92,334$91,977
Leased assets obtained in exchange for new operating lease liabilities$32,956$42,892
Leased assets obtained in exchange for new finance lease liabilities$—$5,629
  1. Fair Value Measurements

Fair value is the price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date. Fair value is categorized into one of the following three levels based on the lowest level of significant input:

Level 1Unadjusted quoted market prices in active markets for identical assets or liabilities
Level 2Observable inputs available at measurement date other than quoted prices included in Level 1
Level 3Unobservable inputs that cannot be corroborated by observable market data

Fair Value Measurements on a Recurring Basis -The following table summarizes the Company’s financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of the periods indicated:

CONSOLIDATED BALANCE SHEETS CLASSIFICATION · MEASUREMENT LEVEL · FAIR VALUE
(dollars in thousands) · JUNE 28, 2026 · DECEMBER 28, 2025
Assets:
Short-term investmentsCash and cash equivalentsLevel 1$5,172$5,597
Interest rate swapsOther current assets, netLevel 2$1,495$208
Interest rate swapsOther assets, netLevel 2$862$—
Liabilities:
Interest rate swapsAccrued and other current liabilitiesLevel 2$—$330
Interest rate swapsOther long-term liabilitiesLevel 2$—$87

Fair value of each class of financial instruments is determined based on the following:

FINANCIAL INSTRUMENTMETHODS AND ASSUMPTIONS
Short-term investmentsCarrying value approximates fair value because maturities are less than three months.
Derivative instrumentsFair value measurements are based on the contractual terms of the derivatives and observable market-based inputs. The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads. The Company also considers its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of June 28, 2026 and December 28, 2025, the Company determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives.

Interim Disclosures about Fair Value of Financial Instruments -The Company’s non-derivative financial instruments consist of cash equivalents, accounts receivable, accounts payable and long-term debt. The fair values of cash equivalents, accounts receivable, and accounts payable approximate their carrying amounts reported on the Company’s Consolidated Balance Sheets due to their short duration.

Debt is carried at amortized cost; however, the Company estimates the fair value of debt for disclosure purposes. The following table includes the carrying value and fair value of the Company’s debt by hierarchy level as of the periods indicated:

JUNE 28, 2026DECEMBER 28, 2025
(dollars in thousands)CARRYING VALUEFAIR VALUE LEVEL 2CARRYING VALUEFAIR VALUE LEVEL 2
Senior secured credit facility - revolving credit facility$405,000$405,000$490,000$490,000
2029 Notes$300,000$286,551$300,000$269,505
  1. Income Taxes
THIRTEEN WEEKS ENDEDTWENTY-SIX WEEKS ENDED
(dollars in thousands)JUNE 28, 2026JUNE 29, 2025JUNE 28, 2026JUNE 29, 2025
Income before benefit for income taxes$27,122$18,951$73,813$64,995
Benefit for income taxes$(6,672)$(8,748)$(16,963)$(7,845)
Effective income tax rate(24.6)%(46.2)%(23.0)%(12.1)%

In the U.S., a restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain tipped wages (the “FICA Tax Credits”). The level of FICA Tax Credits is primarily driven by U.S. Restaurant sales and is not impacted by costs incurred that may reduce Income before benefit for income taxes.

For the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025, the Benefit for income taxes includes the benefit of FICA Tax Credits on certain tipped wages relative to forecasted full-year Income before benefit for income taxes.

The Benefit for income taxes for the thirteen weeks ended June 28, 2026 is lower than the thirteen weeks ended June 29, 2025 due to the impact of changes to the estimate of forecasted annual Income before benefit for income taxes relative to the prior quarter and the benefit of FICA Tax Credits for the thirteen weeks ended June 29, 2025.

The Benefit for income taxes for the twenty-six weeks ended June 28, 2026 is higher than the twenty-six weeks ended June 29, 2025, despite higher Income before benefit for income taxes, primarily due to lower forecasted full-year Income before benefit for income taxes in 2026 compared to 2025, which increased the relative benefit of the FICA Tax Credits.

The effective income tax rate for the thirteen and twenty-six weeks ended June 28, 2026 and June 29, 2025 was lower than the Company’s blended federal and state statutory rate of approximately 26% primarily dueto the benefit of the FICA Tax Credits.

The following table is a summary of cash paid for income taxes for the periods indicated:

TWENTY-SIX WEEKS ENDED
(dollars in thousands)JUNE 28, 2026JUNE 29, 2025
Cash paid for income taxes, net of refunds (1)$4,353$22,288

(1)The twenty-six weeks ended June 29, 2025 includes approximately $14.1 million of withholding taxes related to the first installment of the Brazil Sale Transaction.

  1. Commitments and Contingencies

Litigation and Other Matters - The Company had reserves of $5.0 million and $4.9 million for certain of its outstanding legal proceedings as of June 28, 2026 and December 28, 2025, respectively, within Accrued and other current liabilities on its Consolidated Balance Sheets. While the Company believes that additional losses beyond these accruals are reasonably possible, it cannot estimate a possible loss contingency or range of reasonably possible loss contingencies beyond these accruals.

Lease Guarantees - The Company assigned its interest, and is contingently liable, under certain real estate leases, the latest of which expires in 2032. As of June 28, 2026, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees were $9.7 million. The present value of these potential payments discounted at the Company’s incremental borrowing rate as of June 28, 2026 was $7.9 million. As of June 28, 2026 and December 28, 2025, the Company’s recorded contingent lease liability was $1.6 million.

  1. Segment Reporting

The following is a summary of reportable segments:

REPORTABLE SEGMENTCONCEPTGEOGRAPHIC LOCATION
U.S. (1)Outback SteakhouseUnited States of America
Carrabba’s Italian Grill
Bonefish Grill
Fleming’s Prime Steakhouse & Wine Bar
International FranchiseOutback Steakhouse12 Franchise Markets
Carrabba’s Italian Grill (Abbraccio)

(1)Includes franchise locations.

All other operating segments, which comprise the Company’s Hong Kong subsidiary and equity method investment in Brazil, do not meet the quantitative thresholds for determining reportable segments.

Segment accounting policies are the same as those described in Note 1 -Summary of Significant Accounting Policiesin the Company’s Annual Report on Form 10-K for the year ended December 28, 2025. Revenues for all segments include transactions with customers and royalties from franchisees. There were no material transactions among reportable segments. Excluded from Income from operations for U.S. are certain legal and corporate costs not directly related to the performance of the segment, most stock-based compensation expenses, a portion of insurance expenses and certain bonus expenses.

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

The following table is a summary of revenues by segment for the periods indicated:

THIRTEEN WEEKS ENDEDTWENTY-SIX WEEKS ENDED
(dollars in thousands)JUNE 28, 2026JUNE 29, 2025JUNE 28, 2026JUNE 29, 2025
Revenues
U.S.$998,632$985,828$2,041,085$2,016,731
International Franchise7,5937,05115,16316,334
Total segment revenues1,006,225992,8792,056,2482,033,065
All other9,5849,48719,23418,895
Total revenues$1,015,809$1,002,366$2,075,482$2,051,960

The following table presents segment operating income and significant segment expense information for the periods indicated:

THIRTEEN WEEKS ENDEDTWENTY-SIX WEEKS ENDED
(dollars in thousands)JUNE 28, 2026JUNE 29, 2025JUNE 28, 2026JUNE 29, 2025
U.S.
Total revenues$998,632$985,828$2,041,085$2,016,731
Less:
Food and beverage303,392295,414617,767605,726
Labor and other related307,543307,652621,835620,357
Other restaurant operating249,522247,446502,891501,055
Other expenses (1)70,57666,855142,977133,462
Total segment expenses931,033917,3671,885,4701,860,600
Income from operations$67,599$68,461$155,615$156,131
International Franchise
Total revenues (2)$7,593$7,051$15,163$16,334
Less:
Total segment expenses (1)184213418492
Income from operations$7,409$6,838$14,745$15,842
Total segment
Total revenues$1,006,225$992,879$2,056,248$2,033,065
Less:
Total segment expenses931,217917,5801,885,8881,861,092
Total segment income from operations$75,008$75,299$170,360$171,973

(1)Includes Depreciation and amortization and General and administrative expense. The U.S. segment also includes Provision for impaired assets and restaurant closings.

(2)The twenty-six weeks ended June 29, 2025 includesone month of pre-Brazil Sale Transaction intercompany royalties.

The following table is a reconciliation of segment income from operations to Income before benefit for income taxes for the periods indicated:

THIRTEEN WEEKS ENDEDTWENTY-SIX WEEKS ENDED
(dollars in thousands)JUNE 28, 2026JUNE 29, 2025JUNE 28, 2026JUNE 29, 2025
Total segment income from operations$75,008$75,299$170,360$171,973
Unallocated corporate operating expense(37,385)(46,422)(74,113)(86,190)
All other6407731,1191,098
Total income from operations38,26329,65097,36686,881
Interest expense, net(11,141)(10,699)(23,553)(21,886)
Income before benefit for income taxes$27,122$18,951$73,813$64,995

The following table is a summary of depreciation and amortization by segment for the periods indicated:

THIRTEEN WEEKS ENDEDTWENTY-SIX WEEKS ENDED
(dollars in thousands)JUNE 28, 2026JUNE 29, 2025JUNE 28, 2026JUNE 29, 2025
Depreciation and amortization
U.S.$43,774$42,145$87,808$83,758
Corporate2,1752,2054,2764,289
All other61248222498
Total depreciation and amortization$46,010$44,598$92,306$88,545

The following table is a summary of capital expenditures by segment, for the periods indicated:

TWENTY-SIX WEEKS ENDED
(dollars in thousands)JUNE 28, 2026JUNE 29, 2025
Capital expenditures
U.S.$67,206$76,906
Corporate1,9047,380
All other7711
Total capital expenditures$69,187$84,297

The following table sets forth Total assets by segment as of the periods indicated:

(dollars in thousands)JUNE 28, 2026DECEMBER 28, 2025
Assets
U.S.$2,509,708$2,598,842
International Franchise104,739105,237
Total segment assets2,614,4472,704,079
Corporate416,816387,573
All other86,79280,255
Total assets$3,118,055$3,171,907
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.