Bloomin' Brands, Inc.BLMN
Bloomin' Brands, Inc. Stock Compensation Disclosure
Stock-based and Deferred Compensation Plans
Stock-based Compensation Plans
The Company recognized stock-based compensation expense as follows for the periods indicated:
| FISCAL YEAR | |||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Stock-based compensation expense, net of capitalized expense (1) | $ | 7,354 | $ | 7,415 | $ | 11,613 | |||||||||||
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(1)Includes cumulative life-to-date adjustments to decrease expense for PSUs granted in prior fiscal years based on updated assumptions regarding the criteria set forth in the award agreements.
Performance-Based Share Units (“PSUs”) and Restricted Stock Units (“RSUs”) - The number of PSUs that vest is determined for each year based on the achievement of certain performance criteria as set forth in the award agreement and may range from zero to 200% of the annual target grant. The PSUs are settled in shares of common stock, with holders receiving one share of common stock for each performance-based share unit that vests. Compensation expense for PSUs is recognized from the grant date through the end of the vesting period when it is probable the performance criteria will be achieved. RSUs generally vest over a period of three years in an equal number of shares each year.
The following table presents a summary of the Company’s PSU and RSU activity:
| WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT | AGGREGATE INTRINSIC VALUE (1) | ||||||||||||||||||||||||||||||||||
| (in thousands, except per unit data) | PSUs | RSUs | PSUs | RSUs | PSUs | RSUs | |||||||||||||||||||||||||||||
| Outstanding as of December 29, 2024 | 722 | 1,044 | $ | 27.42 | $ | 19.80 | $ | 8,860 | $ | 12,814 | |||||||||||||||||||||||||
| Granted | 411 | 1,300 | $ | 7.22 | $ | 7.24 | |||||||||||||||||||||||||||||
| Performance adjustment (2) | (229) | — | $ | 26.10 | $ | — | |||||||||||||||||||||||||||||
| Vested | — | (503) | $ | — | $ | 20.05 | |||||||||||||||||||||||||||||
| Forfeited | (278) | (380) | $ | 24.19 | $ | 16.18 | |||||||||||||||||||||||||||||
| Outstanding as of December 28, 2025 | 626 | 1,461 | $ | 16.08 | $ | 9.48 | $ | 4,253 | $ | 9,920 | |||||||||||||||||||||||||
| Expected to vest as of December 28, 2025 (3) | 360 | 1,461 | $ | 2,447 | $ | 9,920 | |||||||||||||||||||||||||||||
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(1)Based on the $12.27 and $6.79 share price of the Company’s common stock on the last trading day of the years ended December 29, 2024 and December 28, 2025, respectively.
(2)Represents adjustment to 0% payout for PSUs granted during 2022.
(3)For PSUs, estimated number of units to be issued upon the vesting of outstanding PSUs based on Company performance projections of performance criteria set forth in the 2023, 2024 and 2025 PSU award agreements.
Prior to 2025, the Company granted PSUs subject to final payout modification by a relative total shareholder return (“Relative TSR”) modifier. This Relative TSR modifier can adjust the final payout outcome by 75%, 100% or 125% of the achieved performance metric, with the overall payout capped at 200% of the annual target grant. These PSUs have a three-year cliff vesting period and their fair value was estimated using the Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that the market conditions will be achieved and is applied to the closing price of the Company’s common stock on the date of the grant.
Assumptions used in the Monte Carlo simulation model and the grant date fair value of PSUs granted were as follows for the periods indicated:
| FISCAL YEAR | |||||||||||
| 2024 | 2023 | ||||||||||
| Assumptions: | |||||||||||
| Risk-free interest rate (1) | 4.37 | % | 4.26 | % | |||||||
| Dividend yield (2) | 3.49 | % | 3.47 | % | |||||||
| Volatility (3) | 51.41 | % | 51.02 | % | |||||||
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(1)Risk-free interest rate is the U.S. Treasury yield curve in effect as of the grant date for the performance period of the unit.
(2)Dividend yield is the level of dividends expected to be paid on the Company’s common stock over the expected term.
(3)Based on the historical volatility of the Company’s stock over the last seven years.
Beginning in 2025, the Company granted PSUs primarily using a new performance structure that contains separate performance metrics that are set at the beginning of each of the annual performance periods. The units are earned annually based on performance achievement and will cliff vest after three years. The fair value is based on the closing price of the Company’s common stock on the grant date, adjusted for the present value of dividends expected to be paid.
The following represents PSU and RSU compensation information for the periods indicated:
| FISCAL YEAR | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
(dollars in thousands, except per unit data) | PSUs | RSUs | PSUs | RSUs | PSUs | RSUs | |||||||||||||||||||||||||||||
| Grant date fair value per unit (1) | $ | 7.22 | $ | 7.24 | $ | 27.26 | $ | 18.76 | $ | 29.01 | $ | 24.18 | |||||||||||||||||||||||
| Intrinsic value for vested units | $ | — | $ | 4,335 | $ | 12,593 | $ | 8,072 | $ | 12,908 | $ | 10,275 | |||||||||||||||||||||||
| Grant date fair value of vested units | $ | — | $ | 10,084 | $ | 12,025 | $ | 7,603 | $ | 9,332 | $ | 8,257 | |||||||||||||||||||||||
| Tax benefits for compensation expense | $ | — | $ | 527 | $ | 622 | $ | 1,152 | $ | 745 | $ | 1,528 | |||||||||||||||||||||||
Unrecognized expense | $ | 1,969 | $ | 9,392 | |||||||||||||||||||||||||||||||
| Remaining weighted average vesting period | 2.3 years | 1.8 years | |||||||||||||||||||||||||||||||||
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(1)For PSUs granted prior to 2025, represents a (discount) premium above the grant date per share value of the Company’s common stock for the Relative TSR modifier of (1.6)% and 2.7% for grants during 2024 and 2023, respectively. For PSUs granted in 2025, the weighted average dividend yield was 6.89%. For RSUs, the weighted average dividend yield was 6.84%, 4.83% and 3.63% for 2025, 2024 and 2023, respectively.
Stock Options - Stock options have an exercisable life of no more than ten years from the date of grant. The Company settles stock option exercises with authorized but unissued shares of the Company’s common stock.
The following table presents a summary of the Company’s stock option activity:
| (in thousands, except exercise price and contractual life data) | OPTIONS | WEIGHTED AVERAGE EXERCISE PRICE | WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS) | ||||||||||||||
| Outstanding as of December 29, 2024 | 1,200 | $ | 20.08 | 2.1 | |||||||||||||
| Forfeited or expired | (515) | $ | 20.35 | ||||||||||||||
| Outstanding and exercisable as of December 28, 2025 (1) | 685 | $ | 19.88 | 0.3 | |||||||||||||
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(1)No stock options were granted or exercised during 2025 and the outstanding options for both periods presented have an aggregate intrinsic value of $0.
The following represents stock option compensation information for the periods indicated:
| FISCAL YEAR | |||||||||||
| (dollars in thousands) | 2024 | 2023 | |||||||||
| Intrinsic value of options exercised | $ | 718 | $ | 6,200 | |||||||
| Cash received from option exercises, net of tax withholding | $ | 4,354 | $ | 31,778 | |||||||
| Grant date fair value of stock options vested | $ | — | $ | 1,037 | |||||||
| Tax benefits for stock option compensation expense | $ | 111 | $ | 757 | |||||||
As of December 28, 2025, the maximum number of shares of common stock available for issuance for equity instruments pursuant to the 2025 Omnibus Incentive Compensation Plan was 8,823,862.
Deferred Compensation Plans
401(k) Plan - The Company has a qualified defined contribution plan that qualifies under Section 401(k) of the Internal Revenue Code of 1986, as amended. The Company incurred contribution costs of $5.8 million, $5.7 million and $5.6 million for the 401(k) Plan for 2025, 2024 and 2023, respectively.
Highly Compensated Employee Plan - The Company provides an unsecured deferred compensation plan for its highly compensated employees who are not eligible to participate in the 401(k) Plan. The deferred compensation plan allows these employees to contribute a percentage of their base salary and cash bonus on a pre-tax basis.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.