Bloomin' Brands CFO Reports RSU Vesting and Tax Withholding on Form 4

Rhea-AI Filing Summary

William Michael Healy, EVP and Chief Financial Officer of Bloomin' Brands, Inc. (BLMN), reported equity activity on 09/03/2025. He was granted 16,202 restricted stock units (RSUs) (reported as an acquisition at $0) and these RSUs are reflected as 16,202 RSUs in Table II. Following the reported grant, he beneficially owned 72,395 shares. Separately, 6,376 shares of common stock were withheld to satisfy tax withholding on vested RSUs at a reported price of $6.99, leaving a reported beneficial ownership of 66,019. The form notes the original RSU grant was 32,405 on 09/03/2024 with a multi-step vesting schedule.

Positive

• 16,202 RSUs granted (reported acquisition), indicating continued executive compensation and retention alignment
• Multi-step vesting schedule from the 09/03/2024 grant (50% at 12 months; 25% at 18 months; 25% at 24 months) supports retention

Negative

• 6,376 shares withheld to pay withholding taxes reducing reported direct beneficial ownership
• No cash purchase reported; transaction reflects compensation vesting rather than insider buying

Insights

Financial Analyst

TL;DR: Routine compensation-related RSU grant and tax-withholding; modest insider buy/hold signal through continued ownership.

The filing shows a standard equity compensation event: an original RSU award (32,405) from 09/03/2024 with staged vesting and a reported tranche of 16,202 RSUs recorded as acquired on 09/03/2025. The reported withholding of 6,376 shares to cover taxes reduced the reporter's share count. This is a non-cash, retention-focused transaction that neither indicates cash purchase activity nor a divestiture. For investors, this is a governance/compensation disclosure rather than a market-moving transaction.

Corporate Governance Expert

TL;DR: Compensation vesting and tax withholding disclosed; reflects planned retention mechanics, not an operational development.

The Form 4 documents the vesting-related distribution of equity-based compensation to an executive officer. The vesting schedule (50% at 12 months, then 25% at 18 and 24 months) is explicitly stated and aligns pay to continued service. The withholding of 6,376 shares to satisfy tax obligations is routine and documented with price per share shown. This filing is compliance-driven and informs shareholders about executive ownership trends.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Healy William Michael

(Last) (First) (Middle)

2202 N. WEST SHORE BLVD.

SUITE 500

(Street)

TAMPA FL 33607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bloomin' Brands, Inc. [ BLMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/03/2025		M		16,202(1)	A	$0	72,395	D
Common Stock	09/03/2025		F		6,376(2)	D	$6.99	66,019	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0(3)	09/03/2025		M			16,202	(1)	(4)	Common Stock	16,202	$0	16,203	D

Explanation of Responses:

1. On September 3, 2024, these restricted stock units ("RSU") were granted in the original amount of 32,405, which vest 50% on the 12-month anniversary of the grant date; 25% on the 18-month anniversary of the grant date; and 25% on the 24-month anniversary of the grant date; with a final vesting in 2026.

2. These shares of common stock were withheld by the issuer to pay for the applicable withholding tax due upon vesting of certain RSUs.

3. Each RSU represents the contingent right to receive one share of common stock of the issuer upon vesting of the unit.

4. This field is not applicable.

Remarks:

	/s/ Allison Hicks, Attorney in Fact	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did BLMN report for William Michael Healy on 09/03/2025?

The filing reports an acquisition of 16,202 RSUs and the withholding of 6,376 common shares to satisfy tax withholding on vested RSUs.

How many Bloomin' Brands shares did the reporting person beneficially own after the transactions?

The Form 4 shows 72,395 shares beneficially owned following the RSU acquisition and 66,019 following the share withholding transaction.

What was the withholding price per share for the tax-related share withholding?

The withheld shares were reported at a price of $6.99 per share.

What is the vesting schedule for the original RSU grant referenced in the filing?

The original RSU grant of 32,405 (dated 09/03/2024) vests 50% at 12 months, 25% at 18 months, and 25% at 24 months, with final vesting in 2026.

Who signed the Form 4 and when was it signed?

The Form 4 is signed by Allison Hicks, Attorney in Fact on 09/04/2025.