Bloomin’ Brands (NASDAQ: BLMN) sets $2M CEO retention PSU grant

Rhea-AI Filing Summary

Bloomin’ Brands, Inc. approved a special retention equity award for its Chief Executive Officer, Michael Spanos. He will receive performance stock units with a target grant date fair value of $2,000,000, granted on February 27, 2026, that vest on the three-year anniversary of that grant date.

The PSUs vest based on achieving specified comparable sales and Adjusted EBITDA performance goals, with a payout range from 1% to 200% of target, and require Mr. Spanos to remain employed through vesting. If the company terminates him without cause, vesting continues on the original schedule.

Continued vesting after such a termination depends on compliance with a one-year noncompetition agreement and other restrictive covenants; any violation triggers forfeiture and recovery of vested and future shares. The award is issued under the company’s 2025 Omnibus Incentive Compensation Plan using its standard Senior Officer Performance Award Agreement with added retention terms.

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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): February 10, 2026

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

On February 10, 2026, the Compensation Committee of the Board of Directors (the “Committee”) of Bloomin’ Brands, Inc. (the “Company”) approved a special retention grant for Michael Spanos, the Company’s Chief Executive Officer. Mr. Spanos will receive performance stock units having a target grant date fair value of $2,000,000, which vest on the three-year anniversary of the grant date of February 27, 2026, based on the achievement of certain comparable sales and Adjusted EBITDA performance metrics with the payout opportunity ranging from 1% to 200% of target, subject to continued employment on the vesting date. The grant agreement also provides for continued vesting in accordance with the original vesting schedule in the event of termination of Mr. Spanos’s employment 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 Senior Officer Performance Award Agreement under the Company’s 2025 Omnibus Incentive Compensation Plan, 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:			February 13, 2026			By:			/s/ Kelly Lefferts
									Kelly Lefferts
									Executive Vice President and Chief Legal Officer

FAQ

What executive compensation change did Bloomin’ Brands (BLMN) disclose?

Bloomin’ Brands approved a special retention equity grant for CEO Michael Spanos. He will receive performance stock units with a target grant date fair value of $2,000,000, designed to vest over three years based on comparable sales and Adjusted EBITDA performance metrics tied to continued employment.

How do the new CEO performance stock units at Bloomin’ Brands (BLMN) vest?

The performance stock units vest on the three-year anniversary of the February 27, 2026 grant date. Vesting depends on meeting specified comparable sales and Adjusted EBITDA targets, with a payout range from 1% to 200% of target, and requires the CEO to remain employed through the vesting date.

What happens to the Bloomin’ Brands (BLMN) CEO award if he is terminated without cause?

If Bloomin’ Brands terminates CEO Michael Spanos without cause, his performance stock units continue to vest according to the original schedule. This continued vesting is conditioned on his ongoing compliance with a one-year noncompetition agreement and other restrictive covenants after termination of employment.

What restrictive covenants apply to the Bloomin’ Brands (BLMN) CEO retention grant?

The grant requires compliance with a one-year noncompetition agreement and other restrictive covenants. If Michael Spanos violates these obligations, Bloomin’ Brands can forfeit and recover any shares already vested under the award and any shares scheduled to vest after the date of the violation.

Under which plan is the new Bloomin’ Brands (BLMN) CEO award issued?

The retention grant is issued under Bloomin’ Brands’ 2025 Omnibus Incentive Compensation Plan. It uses the company’s previously filed Senior Officer Performance Award Agreement form, supplemented with additional terms addressing the special retention nature, continued vesting on termination without cause, and post-employment restrictive covenants.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 INLINE XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.6 KB
• EX-101 INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.5 KB