Bloomin' Brands, Inc.

(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 (loss) 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.

2. 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 (the “Brazil Sale Transaction”) to a fund managed by an affiliate of Vinci Partners Investments Ltd. (“Vinci”). Following the closing, the Brazil restaurants began operating as unconsolidated franchisees and the Company retained a 33% interest and entered into a shareholders’ agreement with Vinci establishing certain ownership rights. The Company’s retained interest 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:

3. Revenue Recognition

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

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

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

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

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

(1)The thirteen and thirty-nine weeks ended September 27, 2026 include $13.2 million of gift card breakage as a result of a change in accounting estimate. See below for additional details.

Gift card breakage - The amount of gift cards that will not be redeemed is estimated based on historical redemption patterns and is recognized over time in proportion to actual gift card redemptions. If actual redemptions vary from assumptions used to estimate breakage, gift card breakage revenue may differ from the amount recorded. Establishing breakage rates requires significant judgment and estimates, therefore the Company periodically updates its breakage assumptions. During the thirteen weeks ended September 27, 2026, the Company updated estimated redemption patterns for gift cards that were impacted by the COVID-19 pandemic, which have experienced a sustained decline in redemptions. Based on current redemption data, long-term redemption trends and other qualitative factors affecting customer behavior, the Company now estimates that a greater portion of these gift cards will not be redeemed than reflected in its previous estimates. Accordingly, the Company recorded a change in accounting estimate that increased revenue by $13.2 million and net income by $9.9 million during the thirteen weeks ended September 27, 2026. The Company will continue to monitor redemption activity and may record adjustments in the future related to changes in estimated redemption patterns which could be material.

Franchise Revenue - On November 2, 2026, Cerca Trova Restaurant Group Holdings, Inc. d/b/a Out West Restaurant Group and its subsidiaries ("Out West"), an independently owned franchisee currently operating 61 Outback Steakhouse restaurants in the western United States, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (“Bankruptcy Court”). The filing relates solely to Out West and does not involve the Company’s operations, financing or liquidity.

In connection with the Chapter 11 proceedings, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) pursuant to which the Company agreed to serve as the stalking horse bidder for the acquisition of substantially all of Out West’s assets, for purchase price of (1) $26.3 million (a) less amounts owed under the DIP Facility (defined below) and (b) plus a dollar-for-dollar increase to the extent the aggregate amount of specified vendor liabilities assumed by the Company at closing is less than $6.1 million (with no increase if such specified liabilities equal or exceed $6.1 million) and (2) the assumption of certain liabilities including lease obligations for future periods, unredeemed gift cards and specified vendor liabilities. The Asset Purchase Agreement is subject to Bankruptcy Court approval and a competitive bidding process. The Company also agreed to provide up to $5.5 million of financing to support Out West’s operations (the “DIP Facility”) during the Chapter 11 proceedings, as needed to maintain minimum liquidity amounts, which was approved through an interim order of the Bankruptcy Court on November 4, 2026 allowing Out West to make an initial draw of $2.5 million. Repayment of any amounts drawn under the financing by Out West will occur through reduction of the purchase price under the Asset Purchase Agreement, proceeds of the sale of Out West’s assets to another party if the Asset Purchase Agreement is terminated or upon any earlier event of default or termination of the financing agreement.

The bankruptcy filing also was an event of default under Out West’s franchise agreements with the Company and trigger for the automatic termination of the Amended and Restated Holistic Resolution Agreement, dated December 31, 2023, which would result in a priority right of repayment in favor of Out West’s lenders; however, the filing resulted in an automatic stay of these provisions and the parties’ rights and remedies under these agreements are subject to resolution through the Chapter 11 proceedings.

The Chapter 11 proceedings remain ongoing, and there can be no assurance that the Company will complete the contemplated asset acquisition or as to the ultimate outcome of Out West’s Chapter 11 bankruptcy proceedings. Additional information regarding the Chapter 11 proceedings, the Asset Purchase Agreement and the debtor-in-possession financing arrangement was previously included in the Company’s Current Report on Form 8-K filed on November 2, 2026. A copy of the Asset Purchase Agreement is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q.

4. Impairments, Closures and Disposal of Assets

The components of Impairments, closures and disposal of assets are as follows for the periods indicated:

For the thirteen and thirty-nine weeks ended September 27, 2026, Impairments, closures and disposal of assets includes a gain of $2.9 million from the sale ofone U.S. surplus property. For the thirteen and thirty-nine weeks ended September 28, 2025, includes $19.6 million of expense associated with the closure of 21 U.S. restaurants and the decision not to renew the leases of 22 U.S. restaurants, the majority of which expire over the next three years. The amount also includes $12.0 million of impairment expense associated with five underperforming U.S. restaurants.

5.(Loss) Earnings Per Share

The following table presents the components used in the calculation of basic and diluted (loss) earnings per share for the periods indicated:

6. Stock-based Compensation Plans

The Company recognized stock-based compensation expense as follows for the periods indicated:

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

(1)Based on the $6.79 and $7.88 share price of the Company’s common stock on the last trading day of the year ended December 28, 2025 and the thirty-nine weeks ended September 27, 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 September 27, 2026:

7. Supplemental Balance Sheet Information

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

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 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:

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

(1)Interest rate represents the weighted average interest rate as of the respective periods.

Amended Credit Agreement – On September 25, 2026, the Company and OSI, as co-borrowers, entered into the Fourth Amended and Restated Credit Agreement (the “Amended 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”). The Senior Secured Credit Facility matures on September 25, 2031 and replaced the Company’s prior senior secured financing of up to $1.2 billion (the “Former Credit Facility”). In connection with the Amended Credit Agreement, the Company recorded $6.8 million of deferred debt issuance costs within Other assets, net and recognized a $0.6 million write-off of deferred debt issuance costs in Interest expense, net during the thirteen weeks ended September 27, 2026. The amount of the revolving credit commitments, terms regarding the potential increase of commitments and interest rate elections and spreads remained substantially unchanged.

The Amended Credit Agreement continues to include a financial covenant requiring that the Total Net Leverage Ratio, as defined in the Amended Credit Agreement, not exceed 4.50 to 1.00, and adds a new financial covenant requiring that the Consolidated Senior Secured Net Leverage Ratio, as defined in the Amended Credit Agreement, not exceed 3.50 to 1.00. The Amended Credit Agreement provides limited flexibility to temporarily increase these ratios in connection with certain material acquisitions. Other affirmative and negative covenants remain substantially similar to those under the Former Credit Facility. As of September 27, 2026 and December 28, 2025, the Company was in compliance with its debt covenants.

Under the Amended Credit Agreement, the Company may elect an interest rate at each reset period based on the Base Rate or a forward-looking term rate based on the secured overnight financing rate (“SOFR”) (“Term SOFR”). The Base Rate option is the highest of: (i) the prime rate of Wells Fargo Bank, National Association, (ii) the federal funds effective rate plus 0.5 of 1.0% or (iii) the one-month Term SOFR plus 1.0%. The interest rate spreads are as follows:

Maturities -Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of September 27, 2026:

8. Stockholders’ Equity

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

9. 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:

In connection with the Swap Transactions, the Company effectively converted its outstanding indebtedness based on the notional amount from the variable Term SOFR to the weighted average fixed interest rates within the table above. The Swap Transactions have an embedded floor of minus 0.10%. The amendment of the Company's credit agreement during the period did not affect the terms of the Swap Transactions or the related hedge accounting treatment.

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 $2.7 million of undiscounted 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:

(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 September 27, 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 September 27, 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 September 27, 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 in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the periods indicated:

(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 $3.6 million and$17.8 million for the thirteen and thirty-nine weeks ended September 28, 2025, respectively, related to the installment receivable from the Brazil Sale Transaction.

10. 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:

(1)Net of accumulated amortization of $6.7 million and $5.4 million as of September 27, 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 (Loss) Income for the periods indicated:

(1)Excludes rent expense for office facilities and closed or subleased properties of $3.1 million and $3.2 million for the thirteen weeks ended September 27, 2026 and September 28, 2025, respectively, and $9.5 million and $10.3 million for the thirty-nine weeks ended September 27, 2026 and September 28, 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:

11. 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:

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:

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

Fair Value Measurements on a Nonrecurring Basis -Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to property, fixtures and equipment, operating lease right-of-use assets, goodwill and other intangible assets, which are remeasured when carrying value exceeds fair value. Carrying value after impairment approximates fair value. The following table summarizes the Company’s assets measured at fair value by hierarchy level on a nonrecurring basis for the periods indicated:

(1)Carrying values measured using Level 2 inputs to estimate fair value.

(2)Carrying values measured using discounted cash flow models (Level 3).

(3)Carrying values measured using Level 2 inputs to estimate fair value totaled $4.9 million and $5.2 million for the thirteen and thirty-nine weeks ended September 28, 2025, respectively. All other assets were valued using Level 3 inputs. Third-party market appraisals and executed sales contracts (Level 2) and discounted cash flow models (Level 3) were used to estimate the fair value.

See Note 4 -Impairments, Closures and Disposal of Assets for information regarding impairment charges during the thirteen and thirty-nine weeks ended September 28, 2025. Projected future cash flows, including discount rate and growth rate assumptions, are derived from current economic conditions, expectations of management and projected trends of current operating results. As a result, the Company has determined that the majority of the inputs used to value its long-lived assets held and used are unobservable inputs that fall within Level 3 of the fair value hierarchy.

In the assessment of impairment for operating locations, the Company determines the fair values of individual operating locations using an income approach, which requires discounting projected future cash flows. When determining the stream of projected future cash flows associated with an individual operating location, management makes assumptions, including highest and best use and inputs from restaurant operations, where necessary, and about key variables including the following unobservable inputs: revenue growth rates, controllable and uncontrollable expenses, and asset residual values. In order to calculate the present value of those future cash flows, the Company discounts its cash flow estimates at its weighted-average cost of capital, which ranged from approximately 11% to 12% during the periods presented.

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:

12. Income Taxes

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 (loss) before income tax. For the thirteen and thirty-nine weeks ended September 27, 2026 and September 28, 2025, the Income tax provision (benefit) includes the benefit of FICA Tax Credits on certain tipped wages.

The Income tax provision for the thirteen weeks ended September 27, 2026 includes the impact of the increase in 2026 forecasted full-year pretax income relative to the prior quarter. The Income tax benefit for the thirteen weeks ended September 28, 2025 includes the impact of the decrease in 2025 forecasted full-year pretax income relative to its respective prior quarter.

The Income tax benefit for the thirty-nine weeks ended September 27, 2026 was relatively flat compared to the thirty-nine weeks ended September 28, 2025, despite higher Income before income tax, because year-to-date pretax income in 2026 was closer to forecasted full-year pretax income than in the prior year. As a result, the relative benefit of the FICA Tax Credits on certain tipped wages was greater in the year-to-date tax provision.

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

(1)The thirty-nine weeks ended September 28, 2025 includes approximately $14.5 million of withholding taxes related to the first installment of the Brazil Sale Transaction.

13. Commitments and Contingencies

Litigation and Other Matters - The Company is subject to legal proceedings, claims and liabilities, such as liquor liability, slip and fall cases, wage and hour and other employment-related litigation, which arise in the ordinary course of business. The Company’s legal proceedings range from cases brought by a single plaintiff to threatened class actions with many putative class members. The Company believes that the ultimate determination of liability in connection with legal claims pending against the Company will not have a material adverse effect on its business, annual results of operations, liquidity or financial position. The Company will continue to evaluate its legal proceedings and other contingencies as facts and circumstances develop and will update its disclosures as appropriate.

Lease Guarantees - The Company assigned its interest and is contingently liable under certain real estate leases, the latest of which expires in 2032. Certain of these leases were assigned to Out West and may be reacquired by the Company under the Asset Purchase Agreement if it is the successful bidder or assigned to alternative purchaser(s) as part of Out West’s Chapter 11 proceedings. As of September 27, 2026, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees were $9.6 million. The present value of these potential payments discounted at the Company’s incremental borrowing rate as of September 27, 2026 was $7.8 million. As of September 27, 2026 and December 28, 2025, the Company’s recorded contingent lease liability was $1.6 million.

14. Segment Reporting

The following is a summary of reportable segments:

(1)Includes franchise locations.

All other operating segments, which are primarily comprised of 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. Revenue for the U.S. reportable segment includes transactions with customers. Revenues for both reportable segments include 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.

The Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”). Operating income is utilized by the 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:

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

(1)Includes Depreciation and amortization and General and administrative expense. The U.S. segment also includes Impairments, closures and disposal of assets.

The following table is a reconciliation of segment income from operations to Income (loss) before income tax for the periods indicated:

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

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

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