What the changes say
- High rates, low home sales, and inflation continue suppressing flooring demand, though comparable-store sales decline improved to 1.8% from 7.1%.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
Persistent macroeconomic headwinds, including high interest rates and weak home sales, may continue to depress demand for our products
High mortgage rates, low existing-home sales, inflation, and weaker consumer spending are reducing remodeling activity, traffic, ticket sizes, and flooring demand.
- NewRisks Related to Our Business and Industry
If we fail to successfully manage our new store growth or encounter higher-than-expected costs, our expansion plans and future profitability could suffer
Opening stores in smaller markets and formats may bring higher costs, unavailable sites, weaker profitability, and execution challenges as the 270-store network expands.
- NewRisks Related to Our Business and Industry
Adverse changes in global trade policies, tariffs, or import enforcement actions could increase our costs or disrupt our supply chain
Significant 2025 U.S. tariffs on products from most sourcing countries could raise costs, while retaliation could escalate trade disruptions.
- NewRisks Related to Our Business and Industry
Disruptions in our distribution network or supply chain could impair our ability to deliver products to stores and customers on time
Distribution centers and supply processes may not scale efficiently with store growth, causing unexpected costs or late deliveries to stores and customers.
- NewRisks Related to Our Business and Industry
Our success depends on the continued service of key personnel, and we are undergoing a significant leadership transition
Trevor Lang retired, Bradley Paulsen became President and then CEO, and Thomas Taylor became Executive Chairman, creating execution risk during leadership succession.
Dropped
- DroppedRisks Related to Our Business and Industry
Declines in certain economic conditions, which impact consumer discretionary spending, could adversely affect our business, financial condition, and results of operations
Broad economic, housing, employment, inflation, credit, income, and geopolitical conditions affecting discretionary spending.
- DroppedRisks Related to Our Business and Industry
If we fail to successfully manage the challenges that our planned new store growth poses or encounter unexpected difficulties or higher costs during our expansion, our operating results and future growth opportunities could be adversely affected
Unexpected costs and difficulties managing planned new-store expansion and preserving future growth opportunities.
- DroppedRisks Related to Our Business and Industry
Rising geopolitical tensions and U.S. policies related to global trade and tariffs, including with respect to antidumping and countervailing duties, could adversely affect our business, financial condition, and results of operations
- DroppedRisks Related to Our Business and Industry
Any disruption in our distribution capabilities, our supply chain, or our related planning and control processes may adversely affect our business, financial condition, and operating results
- DroppedRisks Related to Our Business and Industry
Our success depends substantially upon the continued retention of our key personnel, including our executive officers
- DroppedRisks Related to Our Business and Industry
We may be involved in disputes from time to time relating to our intellectual property and the intellectual property of third parties
Geopolitical tensions, U.S.-China trade disputes, tariffs, and antidumping or countervailing duties.
Reworded
- 85% rewrittenRisks Related to Our Business and Industry
We may continue to have negative comparable store sales or future comparable store growth lower than we expect, which has had and may continue to have a negative impact on our net sales, business, financial condition, and operating results
The reported comparable-store sales decline improved to 1.8% in fiscal 2025 from 7.1% in fiscal 2024, but remains a risk.
- 69% rewrittenRisks Related to Our Business and Industry
Any failure to protect our intellectual property rights could reduce the value of our products and brand and harm our business, and we may be involved in disputes relating to our intellectual property and the intellectual property of third parties
The risk now adds potential disputes and third-party infringement claims to the existing risk that others copy Floor & Decor’s intellectual property.
Was: Our intellectual property rights are valuable, and any failure to protect them could reduce the value of our products and brand and harm our business
- 43% rewrittenRisks Related to the Ownership of Our Common Stock
We are subject to risks related to corporate social responsibility
The wording softens expected ESG-related obligations from “likely” to “may” and removes explicit heightened litigation and enforcement risks.
- 39% rewrittenRisks Related to Our Business and Industry
A disruption in our information systems, including our website, could adversely affect our business or operating results and lead to reduced net sales and reputational damage
The substance is unchanged; the text makes only a minor punctuation change in the list of systems and business functions.
- 35% rewrittenRisks Related to Our Business and Industry
We procure the majority of our products from suppliers located outside of the United States, and as a result, we are subject to risks associated with obtaining products from abroad that have previously and could adversely affect our business, financial condition, and results of operations
The provided excerpts are substantively unchanged, with only minor punctuation differences visible.
Was: We procure the majority of our products from suppliers located outside of the United States, and as a result, we are subject to risks associated with obtaining products from abroad that could adversely affect our business, financial condition, and results of operations
All 31 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Persistent macroeconomic headwinds, including high interest rates and weak home sales, may continue to depress demand for our productsNew
- 02If we fail to successfully manage our new store growth or encounter higher-than-expected costs, our expansion plans and future profitability could sufferNew
- 03We may continue to have negative comparable store sales or future comparable store growth lower than we expect, which has had and may continue to have a negative impact on our net sales, business, financial condition, and operating results85% rewritten
- 04Our business largely depends on a strong brand image and awareness, and if we are unable to maintain and enhance our brand image and awareness, particularly in new markets where we have limited brand recognition, we may be unable to increase or maintain our level of sales
- 05Any failure by us to successfully anticipate trends may lead to loss of consumer acceptance of our products, resulting in reduced net sales
- 06Increased competition could cause price declines, decrease demand for our products, and decrease our market share
- 07Adverse changes in global trade policies, tariffs, or import enforcement actions could increase our costs or disrupt our supply chainNew
- 08Our operating results may be adversely affected if we do not successfully manage our inventory
- 09Disruptions in our distribution network or supply chain could impair our ability to deliver products to stores and customers on timeNew
- 10Our operating results may be adversely affected by increases in wholesale prices of products, materials and transportation costs beyond our control, including increases in costs due to inflation
- 11Our success depends on the continued service of key personnel, and we are undergoing a significant leadership transitionNew
- 12Our success depends upon our ability to attract, hire, train, and retain highly qualified managers and staff
- 13Labor activities could cause labor relations difficulties for us
- 14We procure the majority of our products from suppliers located outside of the United States, and as a result, we are subject to risks associated with obtaining products from abroad that have previously and could adversely affect our business, financial condition, and results of operations35% rewritten
- 15We depend on a number of suppliers, and any failure by any of them to supply us with quality products on attractive terms and prices may adversely affect our business, financial condition, and operating results
- 16The failure of our suppliers to adhere to the quality standards that we set for our products could lead to investigations, litigation, write-offs, recalls, or boycotts of our products, which could damage our reputation and our brand, increase our costs, and otherwise adversely affect our business
- 17Our ability to offer compelling products to our customers depends on the continued availability of sufficient suitable natural products
- 18The effects of weather conditions, natural disasters, or other unexpected events, including public health crises, may disrupt our operations and have a negative impact on our business
- 19Our business exposes us to personal injury, product liability and warranty claims and related governmental investigations, which could result in negative publicity, harm our brand and adversely affect our business, financial condition, and operating results
- 20Federal, state, or local laws and regulations, or our failure to comply with such laws and regulations, could increase our expenses, restrict our ability to conduct our business and expose us to legal risks
- 21Any changes to these laws or regulations, increased or expanded enforcement of these laws or regulations, or any new laws or regulations that are passed or go into effect may make it more difficult for us to operate our business and in turn adversely affect our operating results
- 22A disruption in our information systems, including our website, could adversely affect our business or operating results and lead to reduced net sales and reputational damage39% rewritten
- 23Changes in tax laws, trade policies, or regulations and newly enacted tax laws, trade policies, or regulations may impact our effective tax rate or may adversely affect our business, financial condition, and operating results
- 24We are subject to payments-related risks that could increase our operating costs, expose us to fraud, subject us to potential liability and potentially disrupt our business
- 25Any failure to protect our intellectual property rights could reduce the value of our products and brand and harm our business, and we may be involved in disputes relating to our intellectual property and the intellectual property of third parties69% rewritten
- 26We may consider or engage in strategic transactions. Any such strategic transactions would involve risks, which could have an adverse impact on our financial condition and results of operation, and we may not realize the anticipated benefits of these transactions
- 27We face risks related to our indebtedness
Risks Related to the Ownership of Our Common Stock
- 28We do not currently expect to pay any cash dividends
- 29Certain provisions in our organizational documents and Delaware law could impair a takeover attempt and adversely affect existing stockholders and the market value of our common stock
- 30We are engaged from time to time in various legal actions, claims and proceedings, and while we cannot predict the outcomes of such proceedings and other contingencies with certainty, some of these outcomes and any potential future proceedings could have an adverse impact on us
- 31We are subject to risks related to corporate social responsibility43% rewritten
Other Floor & Decor Holdings 10-Ks
- FY2024 10-K risk factors32 risks
Discretionary spending pressures, comparable store sales declines, and housing market conditions heavily impact the business. International sourcing exposes operations to foreign supplier, tariff, and geopolitical risks. Rapid store expansion and inventory management introduce operational and cost execution risks.
Filed Feb 20, 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.