Bloomin' Brands: CEO Receives 60,082 RSUs; Tax-Withholding of 23,643 Shares

Rhea-AI Filing Summary

Mike Spanos, who serves as CEO and a Director of Bloomin' Brands (BLMN), reported equity changes tied to restricted stock units and a tax-withholding disposition. On 10/01/2025 he received 60,082 restricted stock units (RSUs) as a grant (transaction code M), and 23,643 shares were withheld by the issuer to satisfy withholding taxes at a reported price of $7.11 per share (transaction code F). After the grant, his reported beneficial ownership of common stock was 178,082 shares and, following the withholding, 154,439 shares. The filing notes the original RSU award was 180,246 units granted on 10/01/2024 that vest in three equal annual installments with final vesting in 2027.

Positive

• 60,082 RSU grant increases executive equity alignment
• Multi-year vesting schedule (three equal installments through 2027) supports retention

Negative

• 23,643 shares withheld to satisfy taxes reduced immediate share ownership
• Net immediate increase in directly owned shares is smaller due to withholding

Insights

Compensation Analyst

Grant increases executive equity stake while issuer withheld shares for taxes.

The reported grant of 60,082 RSUs increases the CEO's potential alignment with shareholders as these units convert to common stock upon vesting.

The issuer withheld 23,643 shares to cover tax obligations at $7.11 per share, a common practice that reduces immediate share count but preserves net economic benefit from the award.

Corporate Governance Expert

Transaction reflects routine executive equity compensation and scheduled vesting terms.

The filing discloses the original RSU grant of 180,246 units (granted on 10/01/2024) vesting in three equal annual installments and completing in 2027, indicating multi-year retention incentives.

Reported direct beneficial ownership after transactions is 154,439 common shares, showing the net effect of the grant and tax-withholding disposition.

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^*

Spanos Mike

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		M		60,082(1)	A	$0	178,082	D
Common Stock	10/01/2025		F		23,643(2)	D	$7.11	154,439	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)	10/01/2025		M			60,082	(1)	(4)	Common Stock	60,082	$0	120,164	D

Explanation of Responses:

1. On October 1, 2024, these restricted stock units ("RSU") were granted in the original amount of 180,246, which vest in three equal annual installments, with a final vesting in 2027.

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	10/03/2025
	** 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 did BLMN CEO Mike Spanos receive according to the Form 4?

He was granted 60,082 restricted stock units (RSUs) reported on 10/01/2025.

How many shares were withheld for taxes and at what price?

23,643 shares were withheld by the issuer to pay withholding taxes at a reported price of $7.11 per share.

What is Mike Spanos' reported beneficial ownership after these transactions?

The filing reports 178,082 common shares after the grant and 154,439 shares after the withholding disposition.

What were the original RSU grant terms disclosed?

The original RSU award was 180,246 units granted on 10/01/2024, vesting in three equal annual installments with final vesting in 2027.

Does the Form 4 show derivative securities holdings related to the RSUs?

Yes; it lists 60,082 RSUs and reports 120,164 derivative securities beneficially owned following the transactions as shown in Table II.