Bloomin' Brands (NASDAQ: BLMN) details new severance plan, CEO RSU grant

Rhea-AI Filing Summary

Bloomin' Brands updated its executive severance and compensation programs. The board's Compensation Committee approved a Second Amended and Restated Severance Pay Plan for salaried employees at Vice President level and above, which removes severance pay for terminations due to unsatisfactory performance or insufficient aptitude and adds outplacement services for eligible participants.

The Committee also approved special retention equity awards. CEO Michael Spanos will receive restricted stock units with a grant date value of $2,000,000, and Executive Vice President, Chief Legal Officer and Secretary Kelly Lefferts will receive restricted stock units valued at $300,000. These RSUs vest in equal installments over three years on each anniversary of a January 5, 2026 grant date, with continued vesting after a termination without cause conditioned on compliance with a one-year noncompetition agreement and other restrictive covenants.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 8, 2025

BLOOMIN’ BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-35625			20-8023465
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

2202 North West Shore Boulevard, Suite 500, Tampa, FL 33607

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code  (813) 282-1225

 N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

$0.01 par value

BLMN

The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Second Amended and Restated Severance Pay Plan for Salaried Employees Vice President and Above

On December 8, 2025, the Compensation Committee of the Board of Directors (the “Committee”) of Bloomin’ Brands, Inc. (the “Company”) approved the Bloomin’ Brands, Inc. Second Amended and Restated Severance Pay Plan for Salaried Employees Vice President and Above (the “Second A&R Plan”), effective as of December 8, 2025, for eligible salaried employees in roles of Vice President and above (each, a “Participant”). The Second A&R Plan amends and restates the previously Amended and Restated Severance Pay Plan first adopted and effective on October 21, 2024 to, among other changes, eliminate any severance pay for Participants terminated due to unsatisfactory performance or insufficient aptitude, and to add the provision of certain outplacement services for Participants who are otherwise eligible for severance under the Second A&R Plan.

This summary does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second A&R Plan to be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 28, 2025.

Equity Award Grants

On December 8, 2025, the Committee approved special retention grants for Michael Spanos, the Company’s Chief Executive Officer, and Kelly Lefferts, the Company’s Executive Vice President, Chief Legal Officer and Secretary. Mr. Spanos will receive restricted stock units having a grant date value of $2,000,000 and Ms. Lefferts will receive restricted stock units having a grant date value of $300,000, each of which vest ratably over three years on each anniversary of the grant date of January 5, 2026, subject to continued employment on the vesting date. The grant agreements for both Mr. Spanos and Ms. Lefferts also provide for continued vesting in accordance with the original vesting schedule in the event of termination by the Company without cause. Continued vesting is subject to ongoing compliance with a one-year noncompetition agreement and other restrictive covenants, violation of which trigger forfeiture and recovery of any shares already vested or scheduled to vest after the date of violation. The grants will be made under the Company’s previously filed form of Restricted Stock Unit Retention Award Agreement, with the additional terms described above.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits.

			Exhibit Number						Description
			104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									BLOOMIN’ BRANDS, INC.
									(Registrant)
Date:			December 12, 2025			By:			/s/ Kelly Lefferts
									Kelly Lefferts
									Executive Vice President and Chief Legal Officer

FAQ

What changes did Bloomin' Brands (BLMN) make to its executive severance plan?

Bloomin' Brands approved a Second Amended and Restated Severance Pay Plan for salaried employees at Vice President level and above, eliminating severance pay when a participant is terminated for unsatisfactory performance or insufficient aptitude and adding certain outplacement services for those otherwise eligible for severance.

Who is eligible under the new Second Amended and Restated Severance Pay Plan at Bloomin' Brands?

The plan applies to eligible salaried employees in roles of Vice President and above, each referred to as a participant under the Second Amended and Restated Severance Pay Plan.

What special retention equity award did CEO Michael Spanos receive from Bloomin' Brands?

CEO Michael Spanos will receive restricted stock units with a grant date value of $2,000,000, vesting ratably over three years on each anniversary of the January 5, 2026 grant date, subject to continued employment and certain post-termination conditions.

What special retention equity award did Executive Vice President and Chief Legal Officer Kelly Lefferts receive?

Kelly Lefferts, Executive Vice President, Chief Legal Officer and Secretary, will receive restricted stock units with a grant date value of $300,000, vesting ratably over three years on each anniversary of January 5, 2026, subject to continued employment and specified post-termination conditions.

How do the new RSU retention awards at Bloomin' Brands vest and what happens if employment ends without cause?

The RSUs for Michael Spanos and Kelly Lefferts vest in equal installments over three years on each anniversary of January 5, 2026, if they remain employed on each vesting date. If the company terminates their employment without cause, vesting continues on the original schedule, provided they comply with a one-year noncompetition agreement and other restrictive covenants, with violations triggering forfeiture and recovery of affected shares.

When will the full text of Bloomin' Brands' updated severance plan be available?

The complete text of the Second Amended and Restated Severance Pay Plan is expected to be filed as an exhibit to Bloomin' Brands' Annual Report on Form 10-K for the fiscal year ending December 28, 2025.