Bloomin' Brands Insider Report: RSU Vesting and Tax Withholding Recorded

Rhea-AI Filing Summary

Bloomin' Brands insider Mark E. Graff, Executive Vice President and President of Bonefish Grill, reported transactions on 09/03/2025. The filing shows a grant of 19,443 restricted stock units (RSUs) originally awarded on 09/03/2024 that vest in scheduled tranches through 2026; 9,721 RSUs were recorded as acquired (vested units) at $0 per share. Simultaneously, 2,368 shares of common stock were disposed at $6.99 each, withheld by the issuer to cover tax withholding on RSU vesting. After the transactions Graff beneficially owns 58,008 shares directly and holds 9,721 RSUs.

Positive

• Time‑based RSU grant aligns executive incentives with long‑term shareholder value through multi‑year vesting
• Tax withholding via share settlement (2,368 shares) suggests the disposition was administrative, not a market sale

Negative

• Incremental dilution from RSU issuance (19,443 units originally granted) will increase outstanding shares upon vesting
• Immediate reduction in voting stock via share withholding lowers direct share count following vesting

Insights

Financial Analyst

TL;DR: Executive received time‑based RSUs; modest tax‑withholding sale reduced share count, overall holdings remain substantial.

The filing documents a routine, time‑based RSU vesting event for a senior operating executive. The original grant of 19,443 RSUs vests in scheduled tranches through 2026, which supports retention and alignment with shareholder outcomes. The sale of 2,368 shares at $6.99 reflects withholding to satisfy tax obligations rather than a discretionary cash‑raising sale, limiting signaling risk. The change leaves Graff with 58,008 shares and 9,721 vested RSUs, a holding level that continues to align management incentives with equity performance.

Corporate Governance Expert

TL;DR: Compensation structure appears standard: staggered RSU vesting for retention; tax withholding via share settlement is common practice.

The RSU schedule (50% at 12 months, then 25% at 18 and 24 months) is a conventional retention design and indicates no immediate acceleration or unusual change in terms. The reported disposition relates to share withholding for taxes upon vesting, which is an administrative settlement method and not an opportunistic sale. From a governance perspective, these disclosures are routine and do not indicate material governance concerns.

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^*

Graff Mark E

(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, Pres of Bonefish Grill

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		9,721(1)	A	$0	58,008	D
Common Stock	09/03/2025		F		2,368(2)	D	$6.99	55,640	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			9,721	(1)	(4)	Common Stock	9,721	$0	9,722	D

Explanation of Responses:

1. On September 3, 2024, these restricted stock units ("RSU") were granted in the original amount of 19,443, 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 transactions did Mark E. Graff report on Form 4 for BLMN?

The Form 4 reports acquisition of 9,721 vested RSUs and a disposition of 2,368 shares withheld to cover taxes; total direct beneficial ownership after the transactions is 58,008 shares.

When were the RSUs originally granted and how do they vest?

The RSUs were granted on 09/03/2024 in the original amount of 19,443, vesting 50% at 12 months, 25% at 18 months, and 25% at 24 months, with final vesting in 2026.

Why were 2,368 shares disposed at $6.99?

The filing states these shares were withheld by the issuer to pay applicable withholding tax due upon RSU vesting; the $6.99 represents the per‑share withholding price.

How many RSUs and shares does Graff hold after the reported transactions?

Following the reported transactions Graff holds 58,008 shares directly and 9,721 RSUs that represent contingent rights to receive common stock upon vesting.

Does the Form 4 indicate any unusual acceleration or change in RSU terms?

No. The filing describes a standard staggered vesting schedule and does not indicate acceleration or modification of RSU terms.