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X0202 SCHEDULE 13D/A 0001193805-23-001197 0001517137 XXXXXXXX LIVE 3 Common Stock, $0.01 par value per share 05/08/2026 false 0001546417 094235108 Bloomin' Brands, Inc. 2202 NORTH WEST SHORE BOULEVARD SUITE 500 TAMPA FL 33607 JEFFREY C. SMITH 212-845-7977 STARBOARD VALUE LP 777 Third Avenue, 18th Floor New York NY 10017 ANDREW FREEDMAN, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 MEAGAN REDA, ESQ. 212-451-2300 OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York NY 10019 0001517137 N Starboard Value LP OO N DE 4180992.00 0.00 4180992.00 0.00 4180992.00 N 4.9 PN Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 7,980,992 Shares (representing approximately 9.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. 0001373638 N STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD WC N E9 2608403.00 0.00 2608403.00 0.00 2608403.00 N 3.0 CO Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 4,979,116 Shares (representing approximately 5.8% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. 0001519812 N STARBOARD VALUE & OPPORTUNITY S LLC WC N DE 315176.00 0.00 315176.00 0.00 315176.00 N 0.4 OO Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 601,631 Shares (representing approximately 0.7% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. 0001571704 N Starboard Value & Opportunity C LP WC N DE 0.00 0.00 0.00 0.00 0.00 N 0 PN 0001575972 N Starboard Value R LP OO N DE 0.00 0.00 0.00 0.00 0.00 N 0 PN 0001767736 N Starboard Value & Opportunity Master Fund L LP WC N E9 135816.00 0.00 135816.00 0.00 135816.00 N 0.2 PN Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 259,257 Shares (representing approximately 0.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. 0001767773 N Starboard Value L LP OO N DE 135816.00 0.00 135816.00 0.00 135816.00 N 0.2 PN Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 259,257 Shares (representing approximately 0.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. 0001575979 N Starboard Value R GP LLC OO N DE 135816.00 0.00 135816.00 0.00 135816.00 N 0.2 OO Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 259,257 Shares (representing approximately 0.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. 0001833016 N Starboard X Master Fund Ltd WC N E9 660072.00 0.00 660072.00 0.00 660072.00 N 0.8 CO Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 1,259,995 Shares (representing approximately 1.5% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. 0001517138 N Starboard Value GP LLC OO N DE 4180992.00 0.00 4180992.00 0.00 4180992.00 N 4.9 OO Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 7,980,992 Shares (representing approximately 9.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. 0001517139 N Starboard Principal Co LP OO N DE 4180992.00 0.00 4180992.00 0.00 4180992.00 N 4.9 PN Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 7,980,992 Shares (representing approximately 9.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. 0001517140 N Starboard Principal Co GP LLC OO N DE 4180992.00 0.00 4180992.00 0.00 4180992.00 N 4.9 OO Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 7,980,992 Shares (representing approximately 9.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. 0001362697 N Smith Jeffrey C OO N X1 0.00 4180992.00 0.00 4180992.00 4180992.00 N 4.9 IN Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 7,980,992 Shares (representing approximately 9.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. 0001410600 N Feld Peter A OO N X1 0.00 4180992.00 0.00 4180992.00 4180992.00 N 4.9 IN Note to rows (7)(9)(11)(13): Possesses economic exposure to an aggregate of 7,980,992 Shares (representing approximately 9.3% of the outstanding Shares) due to certain cash-settled total return swaps as further explained in Item 6. The aggregate percentage of Shares reported owned by each person named herein is based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. 0001794751 N Sagal Jonathan N X1 27119.00 0.00 27119.00 0.00 27119.00 N 0 IN Common Stock, $0.01 par value per share Bloomin' Brands, Inc. 2202 NORTH WEST SHORE BOULEVARD SUITE 500 TAMPA FL 33607 Item 2(b) is hereby amended to add the following: The officers and directors of Starboard V&O Master Fund and Starboard X Master and their principal occupations and business addresses are set forth on Exhibit 1 attached hereto and are incorporated by reference in this Item 2. Item 2(f) is hereby amended to add the following: The citizenship of the persons listed on Exhibit 1, attached hereto, is set forth therein and is incorporated by reference in this Item 2. Item 3 is hereby amended and restated to read as follows: The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Exhibit 2, which is incorporated by reference herein. The aggregate purchase price of the 2,608,403 Shares beneficially owned by Starboard V&O Fund is approximately $64,989,467, excluding brokerage commissions. The aggregate purchase price of the 315,176 Shares beneficially owned by Starboard S LLC is approximately $7,993,687, excluding brokerage commissions. The aggregate purchase price of the 135,816 Shares beneficially owned by Starboard L Master is approximately $3,444,053, excluding brokerage commissions. The aggregate purchase price of the 660,072 Shares beneficially owned by Starboard X Master is approximately $16,773,849, excluding brokerage commissions. The aggregate purchase price of the 461,525 Shares held in the Starboard Value LP Account is approximately $12,325,805, excluding brokerage commissions. The 27,119 Shares owned directly by Mr. Sagal were granted to him in his former capacity as a director of the Issuer. Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Schedule 13D are based upon 85,614,287 Shares outstanding, as of May 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons as of the close of business on May 8, 2026. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. Item 5(b) is hereby amended and restated to read as follows: See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition. Item 5(c) is hereby amended and restated to read as follows: Information concerning transactions in the securities of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 2 attached hereto and is incorporated herein by reference. Except as otherwise noted, all of the transactions in the securities of the Issuer listed therein were effected in the open market through various brokerage entities. Item 5(e) is hereby amended and restated to read as follows: As of May 8, 2026, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer. Item 6 is hereby amended to add the following: Starboard V&O Fund has entered into certain cash-settled total return swap agreements with a certain unaffiliated third party financial institution as the counterparty that constitutes economic exposure to an aggregate of 2,370,713 notional Shares, which have a maturity date of November 8, 2027. Starboard S LLC has entered into certain cash-settled total return swap agreements with a certain unaffiliated third party financial institution as the counterparty that constitutes economic exposure to an aggregate of 286,455 notional Shares, which have a maturity date of November 8, 2027. Starboard L Master has entered into certain cash-settled total return swap agreements with a certain unaffiliated third party financial institution as the counterparty that constitutes economic exposure to an aggregate of 123,441 notional Shares, which have a maturity date of November 8, 2027. Starboard X Master has entered into certain cash-settled total return swap agreements with a certain unaffiliated third party financial institution as the counterparty that constitutes economic exposure to an aggregate of 599,923 notional Shares, which have a maturity date of November 8, 2027. Starboard Value LP through the Starboard Value LP Account has entered into certain cash-settled total return swap agreements with a certain unaffiliated third party financial institution as the counterparty that constitutes economic exposure to an aggregate of 419,468 notional Shares, which have a maturity date of November 8, 2027. Each of the foregoing swaps provides each of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master and Starboard Value LP with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of such swaps (such shares, the "Subject Shares"). None of Starboard V&O Fund, Starboard S LLC, Starboard L Master, Starboard X Master or Starboard Value LP have the right to convert the foregoing swaps into Shares at any time. Taking into account the Subject Shares, the Reporting Persons collectively have economic exposure to an aggregate of 8,008,111 Shares, representing approximately 9.3% of the outstanding Shares. Item 7 is hereby amended to add the following exhibits: 1 - Directors and Officers. 2 - Transactions in the Securities. Starboard Value LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner 05/08/2026 STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 05/08/2026 STARBOARD VALUE & OPPORTUNITY S LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager 05/08/2026 Starboard Value & Opportunity C LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value R LP, its general partner 05/08/2026 Starboard Value R LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner 05/08/2026 Starboard Value & Opportunity Master Fund L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value L LP, its general partner 05/08/2026 Starboard Value L LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner 05/08/2026 Starboard Value R GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 05/08/2026 Starboard X Master Fund Ltd /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager 05/08/2026 Starboard Value GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member 05/08/2026 Starboard Principal Co LP /s/ Lindsey Cara Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner 05/08/2026 Starboard Principal Co GP LLC /s/ Lindsey Cara Lindsey Cara, Authorized Signatory 05/08/2026 Smith Jeffrey C /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith 05/08/2026 Feld Peter A /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Peter A. Feld 05/08/2026 Sagal Jonathan /s/ Lindsey Cara Lindsey Cara, Attorney-in-Fact for Jonathan Sagal 05/08/2026