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Form SCHEDULE 13D/A Bloomin' Brands, Inc. Filed by: Starboard Value LP

May 8, 2026 9:46 PM





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
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.


SCHEDULE 13D




Comment for Type of Reporting Person:
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.


SCHEDULE 13D




Comment for Type of Reporting Person:
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.


SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D




Comment for Type of Reporting Person:
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.


SCHEDULE 13D




Comment for Type of Reporting Person:
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.


SCHEDULE 13D




Comment for Type of Reporting Person:
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.


SCHEDULE 13D




Comment for Type of Reporting Person:
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.


SCHEDULE 13D




Comment for Type of Reporting Person:
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.


SCHEDULE 13D




Comment for Type of Reporting Person:
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.


SCHEDULE 13D




Comment for Type of Reporting Person:
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.


SCHEDULE 13D




Comment for Type of Reporting Person:
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.


SCHEDULE 13D




Comment for Type of Reporting Person:
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.


SCHEDULE 13D






SCHEDULE 13D


Starboard Value LP
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value GP LLC, its general partner
Date:05/08/2026
STARBOARD VALUE & OPPORTUNITY MASTER FUND LTD
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:05/08/2026
STARBOARD VALUE & OPPORTUNITY S LLC
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value LP, its manager
Date:05/08/2026
Starboard Value & Opportunity C LP
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value R LP, its general partner
Date:05/08/2026
Starboard Value R LP
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner
Date:05/08/2026
Starboard Value & Opportunity Master Fund L LP
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value L LP, its general partner
Date:05/08/2026
Starboard Value L LP
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value R GP LLC, its general partner
Date:05/08/2026
Starboard Value R GP LLC
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory
Date:05/08/2026
Starboard X Master Fund Ltd
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Value LP, its investment manager
Date:05/08/2026
Starboard Value GP LLC
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Principal Co LP, its member
Date:05/08/2026
Starboard Principal Co LP
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory of Starboard Principal Co GP LLC, its general partner
Date:05/08/2026
Starboard Principal Co GP LLC
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Authorized Signatory
Date:05/08/2026
Smith Jeffrey C
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith
Date:05/08/2026
Feld Peter A
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Attorney-in-Fact for Peter A. Feld
Date:05/08/2026
Sagal Jonathan
Signature:/s/ Lindsey Cara
Name/Title:Lindsey Cara, Attorney-in-Fact for Jonathan Sagal
Date:05/08/2026

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