What the changes say
- Cybersecurity risk now explicitly includes artificial intelligence, supply-chain vulnerabilities, and increasingly sophisticated attacks.
- Chuy’s integration risk and cybersecurity remediation-cost language were removed.
- Labor risk now emphasizes labor inflation, while lease exposure increased to 2,104 of 2,202 U.S. restaurants.
- Consumer risks now focus more on dietary, sustainability, and menu-change effects than pandemic-driven behavior.
What changed since the prior 10-K
New
- NewRisks Relating to Information Technology, Cybersecurity and Privacy
efforts to ensure that our providers are observing proper standards and controls, we cannot guarantee that breaches or failures caused by these outsourced providers will not occur
Artificial intelligence and outsourced providers may increase cybersecurity exposure through sophisticated attacks, software vulnerabilities, phishing, misconfigurations, and supply-chain systems.
Dropped
- DroppedRisks Relating to Information Technology, Cybersecurity and Privacy
investments and other expenditures to comply with new legal requirements, investigate security incidents, remedy cybersecurity issues, recuperate lost data, prevent future compromises and adapt systems and practices to react to the changing threat environment
- DroppedRisks Related to the Integration of Chuy’s
The inability to successfully integrate the Chuy’s brand’s operations into our business could harm our ability to achieve the sales growth, cost savings and other benefits we expect to be able to realize from Chuy’s operations
Reworded
- 44% rewrittenRisks Related to the Restaurant Industry
We are subject to changes in consumer preferences that may adversely affect demand for food at our restaurants
Adds dietary, nutritional, allergen, health, environmental, and sustainability guidance as drivers of changing food preferences, replacing pandemic-related delivery and To Go concerns.
- 38% rewrittenRisks Related to Human Capital
A failure to recruit, develop, and retain effective leaders or the loss or shortage of personnel with key capacities and skills could impact our strategic direction and jeopardize our ability to meet our business performance expectations and growth targets
Streamlines the leadership-capacity language without adding a new threat or changing the underlying risk.
- 35% rewrittenRisks Related to Human Capital
We may be subject to increased labor and insurance costs
Replaces Canadian legal references with U.S. references and explicitly describes wage pressure as labor inflation.
- 28% rewrittenRisks Relating to Our Business Model and Strategy
We face a variety of risks associated with doing business with franchisees and licensees
Removes the exception for international locations in Canada and adds that franchisee failures could damage brand reputations as well as values.
- 26% rewrittenRisks Relating to Our Business Model and Strategy
A majority of our restaurants are operated in leased properties and as a result, we are committed to long-term lease obligations that we may not be able to cancel if we want to close a restaurant location and we may be unable to renew the leases that we may want to extend at the end of their terms
Updates the footprint to 2,104 of 2,202 U.S. restaurants in leased properties and adds inability to renew leases at reasonable cost.
- 23% rewrittenRisks Related to the Restaurant Industry
Our inability or failure to recognize, respond to, and effectively manage the accelerated impact of social media could have a material adverse impact on our business
Changes the social-media response concern from correction to effective redress, with no substantive new exposure.
- 20% rewrittenRisks Relating to Health and Safet y
Health concerns arising from food-related pandemics, outbreaks of flu, viruses, or other diseases may have an adverse effect on our business
Adds that menu changes made during disease concerns could lose existing guests without attracting enough replacement demand to keep restaurants profitable.
All 31 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Inflation and Macroeconomic Disruption
- 01Certain economic and business factors, and their impacts on the restaurant industry, and other general macroeconomic factors, including unemployment, energy prices, and interest rates that are largely beyond our control may adversely affect consumer behavior and our sales and results of operations
Risks Related to Human Capital
- 02The inability to hire, train, reward, and retain restaurant team members and determine and maintain adequate staffing may impact our ability to achieve our operating, growth, and financial objectives
- 03A failure to recruit, develop, and retain effective leaders or the loss or shortage of personnel with key capacities and skills could impact our strategic direction and jeopardize our ability to meet our business performance expectations and growth targets38% rewritten
- 04We may be subject to increased labor and insurance costs35% rewritten
Risks Relating to Health and Safet y
- 05Health concerns arising from food-related pandemics, outbreaks of flu, viruses, or other diseases may have an adverse effect on our business20% rewritten
- 06A failure to maintain food safety throughout the supply chain and food-borne illness concerns may have an adverse effect on our business
Risks Relating to Information Technology, Cybersecurity and Privacy
- 07efforts to ensure that our providers are observing proper standards and controls, we cannot guarantee that breaches or failures caused by these outsourced providers will not occurNew
- 08We may incur increased costs to comply with privacy and data protection laws, and, if we fail to comply or our systems are compromised, we could be subject to government enforcement actions, private litigation, and adverse publicity
Risks Related to the Restaurant Industry
- 09We face intense competition, and if we have an insufficient strategy or focus on competition and the consumer landscape, our business, financial condition, and results of operations could be adversely affected
- 10We are subject to changes in consumer preferences that may adversely affect demand for food at our restaurants44% rewritten
- 11Our inability or failure to recognize, respond to, and effectively manage the accelerated impact of social media could have a material adverse impact on our business23% rewritten
- 12A failure to identify and execute innovative marketing and guest relationship tactics, ineffective or improper use of other marketing initiatives, and increased advertising and marketing costs could adversely affect our sales and results of operations
- 13Climate change, adverse weather conditions, and natural disasters could adversely affect our sales or results of operations
Risks Relating to Our Business Model and Strategy
- 14A majority of our restaurants are operated in leased properties and as a result, we are committed to long-term lease obligations that we may not be able to cancel if we want to close a restaurant location and we may be unable to renew the leases that we may want to extend at the end of their terms26% rewritten
- 15Our inability or failure to execute on a comprehensive business continuity plan following a major natural disaster, such as a hurricane or manmade disaster, at our corporate facility could have a materially adverse impact on our business
- 16We may lose sales or incur increased costs if our restaurants experience shortages, delays, or interruptions in the delivery of food and other products from our third party vendors and suppliers
- 17Our failure to drive both short-term and long-term profitable sales growth through brand relevance, operating excellence, opening new restaurants of existing brands, and acquiring new restaurant brands could result in poor financial performance
- 18A lack of availability of suitable locations for new restaurants or a decline in the quality of the locations of our current restaurants may adversely affect our sales and results of operations
- 19We may experience higher-than-anticipated costs or delays associated with the opening of new restaurants or with the closing, relocating and remodeling of existing restaurants, which may adversely affect our results of operations
- 20We face a variety of risks associated with doing business with franchisees and licensees28% rewritten
- 21We face a variety of risks associated with doing business with business partners and vendors in foreign markets
- 22Volatility in the market value of derivatives we may use to hedge exposures to fluctuations in commodity and broader market prices may cause volatility in our gross margins and net earnings
- 23Volatility in the United States equity markets affects our ability to efficiently hedge exposures to our market risk related to equity-based compensation awards
- 24Failure to protect our service marks or other intellectual property could harm our business
- 25Environmental, Social, and Governance (“ESG”) matters, our reporting of such matters, or sustainability ratings could negatively impact our business, results of operations and financial condition
General Risks
- 26Litigation, including allegations of illegal, unfair, or inconsistent employment practices, may adversely affect our business, financial condition, and results of operations
- 27Unfavorable publicity, or a failure to respond effectively to adverse publicity, could harm our reputation and adversely impact our guest counts and sales
- 28Disruptions in the financial and credit markets may adversely impact consumer spending patterns and affect the availability and cost of credit
- 29Impairment of the carrying value of our goodwill or other intangible assets could adversely affect our financial condition and results of operations
- 30Changes in tax laws and unanticipated tax liabilities could adversely affect our financial results
- 31Failure of our internal controls over financial reporting and future changes in accounting standards may cause adverse unexpected operating results, affect our reported results of operations, or otherwise harm our business and financial results
Other Darden Restaurants 10-Ks
- FY2025 10-K risk factors32 risks
Darden's risk profile is dominated by labor costs and shortages, intense dining competition, food supply chain vulnerabilities, and brand reputation risks.
Filed Jul 18, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.