TrueBlue (TBI) risk factors, FY2025 10-K

TrueBlue's FY2025 10-K, filed Feb 18, 2026, lists 40 risk factors in 5 groups. Against the prior year's 34: 7 new, 1 dropped, 13 substantially reworded.

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Risk factors listed
405 groups
New this year
7vs 34 last year
Dropped
1since the prior 10-K
Substantially reworded
13of those kept
Section length
11k wordsItem 1A

What the changes say

  • This year’s risks center on HQI’s $7.50 acquisition proposal, the Rights Plan, proxy contest, and broader takeover defenses.
  • TrueBlue added exposure to renewable-energy funding, mobile platforms, employment claims, indemnification obligations, and insurance shortfalls.
  • Staffing demand and costs remain pressured by economic weakness, 2025 workforce reductions, automation, and government funding changes.

What changed since the prior 10-K

New

  • NewLEGAL AND COMPLIANCE RELATED RISKS

    Additionally, new employment and labor laws and regulations may be proposed or adopted that may increase the potential exposure of employers to employment-related claims and litigation

    New employment laws may increase claims; client indemnities and employee actions could create uninsured losses, volatile judgments, fines, penalties, and reputational harm.

  • NewRISKS RELATED TO OUR INDUSTRY

    Demand for the Company’s services from renewable energy clients or funding from related government sources may decrease over time

    Government policy, spending, tax credits, grants, subsidies, contracts, or shutdowns could reduce renewable-energy and government-related demand.

  • NewRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND USE OF TECHNOLOGY

    Our associate and customer engagement on mobile devices depends upon third parties maintaining open application marketplaces and effective operation with mobile operating systems, networks, and standards that we do not control

    Apple, Google, mobile operating systems, networks, or device standards could restrict, degrade, or make TrueBlue’s mobile application more expensive to maintain.

  • NewRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND USE OF TECHNOLOGY

    Our shareholder rights plan and some provisions of our articles of incorporation, our bylaws and Washington law include terms and conditions that could discourage a takeover or other transaction that shareholders may consider favorable

    The May 2025 Rights Plan, adopted after HQI’s $7.50-per-share proposal, could deter a takeover through preferred-stock purchase rights priced at $30.

  • NewRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND USE OF TECHNOLOGY

    The Rights have certain anti-takeover effects, including potentially discouraging a takeover that shareholders may consider favorable. The Rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by the Board

    The Rights and Washington corporate provisions could dilute an unapproved acquirer and make shareholder nominations, board changes, or control transactions more difficult.

  • NewRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND USE OF TECHNOLOGY

    Actions of activist shareholders could cause us to incur substantial costs, divert management’s attention and resources, disrupt our business and impact the trading value of our securities

    An ongoing proxy contest with an activist shareholder could consume management resources, increase legal and advisory costs, disrupt operations, and affect securities values.

  • NewRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND USE OF TECHNOLOGY

    Unsolicited acquisition proposals and attempts to acquire control of the company could cause us to incur significant expense, disrupt our business, result in a proxy contest or litigation and impact our stock price

    Unsolicited offers such as HQI’s May 2025 $7.50-per-share proposal could cause expenses, litigation, employee and customer uncertainty, proxy contests, and stock-price volatility.

Dropped

  • DroppedRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND USE OF TECHNOLOGY

    We may be subject to actions of activist shareholders, which could disrupt our business and impact the trading value of our securities

Reworded

  • 83% rewrittenLEGAL AND COMPLIANCE RELATED RISKS

    We may experience employment-related claims, commercial indemnification claims and other legal proceedings that could materially harm our business

    Adds malpractice claims and the specific risk that inability to produce litigation or inquiry records could greatly increase costs and consequences.

  • 60% rewrittenRISKS RELATED TO OUR INDUSTRY

    We operate in a highly competitive industry and may be unable to retain clients, market share or profit margins

    Adds AI recruiters as competitors and broadens displacement risk from AI to automation, robotics, and other technologies.

  • 59% rewrittenRISKS RELATED TO OUR COMPANY’S OPERATIONS

    As a result of past acquisitions, we have maintained goodwill and intangible assets on our balance sheet that may decrease our earnings or increase our losses if we recognize an impairment

    Now explains annual and event-triggered impairment testing for goodwill and finite- and indefinite-lived intangible assets.

  • 57% rewrittenRISKS RELATED TO OUR FINANCIAL POSITION

    We may not be able to align our cost structure with our current revenue level, which in turn may require additional financing in the future that may not be available or may be available only on unfavorable terms

    Updates workforce reductions from fiscal 2024 to fiscal 2024 and 2025, while retaining financing risk from cost-revenue imbalances.

  • 43% rewrittenRISKS RELATED TO OUR FINANCIAL POSITION

    We may have additional tax liabilities that exceed our estimates

    Adds tax-credit utilization and changes in tax policy or regulations to the potential causes of higher taxes and penalties.

  • 42% rewrittenRISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND USE OF TECHNOLOGY

    Our development and use of AI technology involves risks and uncertainties that could expose us to legal, reputational and financial harm

    Adds concrete generative-AI limitations, including bias, errors, and inability to handle certain datasets.

  • 41% rewrittenLEGAL AND COMPLIANCE RELATED RISKS

    Failure to protect our intellectual property could harm our business, and we face the risk that our services or products may infringe upon the intellectual property rights or contractual rights of others

    Expands potential infringement exposure to TrueBlue’s proprietary software and third-party software offered to clients.

  • 35% rewrittenRISKS RELATED TO OUR COMPANY’S OPERATIONS

    Demand for our workforce solutions is significantly affected by fluctuations in general economic conditions

    Adds changes in international trade policies, government funding reductions, and political or legislative policy changes to economic-demand pressures.

  • 32% rewrittenRISKS RELATED TO OUR FINANCIAL POSITION

    Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting or an inability to prevent or detect fraud

    Was: Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting or fail to prevent fraud

  • 29% rewrittenRISKS RELATED TO OUR INDUSTRY

    Our business is subject to evolving regulations and stakeholders’ expectations that could expose us to numerous risks

    Was: Our business is subject to evolving regulations and stakeholders’ expectations, including environmental, social and governance (“ESG”) matters, that could expose us to numerous risks

  • 28% rewrittenRISKS RELATED TO OUR COMPANY’S OPERATIONS

    Acquisitions may have an adverse effect on our business

  • 24% rewrittenRISKS RELATED TO OUR COMPANY’S OPERATIONS

    Advances in technology may disrupt the labor and recruiting markets and weaken the demand for our services. Failure to constantly improve our technology to meet the expectations of clients, associates, candidates and employees could have a negative impact on our financial position and results of operations

  • 21% rewrittenRISKS RELATED TO OUR COMPANY’S OPERATIONS

    Damage to our brands and reputation could have an adverse effect on our business

All 40 risk factors

Headings as the filing states them, in filing order.

RISKS RELATED TO OUR COMPANY’S OPERATIONS

  1. 01Demand for our workforce solutions is significantly affected by fluctuations in general economic conditions35% rewritten
  2. 02Advances in technology may disrupt the labor and recruiting markets and weaken the demand for our services. Failure to constantly improve our technology to meet the expectations of clients, associates, candidates and employees could have a negative impact on our financial position and results of operations24% rewritten
  3. 03We are dependent on obtaining workers’ compensation and other insurance coverage at commercially reasonable terms. Unexpected changes in claim trends on our workers’ compensation or an inability to obtain appropriate insurance coverage may negatively impact our financial condition
  4. 04The loss of, continued reduction in or substantial decline in revenue from larger clients or certain industries could have a material adverse effect on our revenues, profitability and liquidity
  5. 05Our business and operations have undergone, and will continue to undergo, significant change as we seek to improve our operational and support effectiveness, which, if not managed effectively, could have an adverse outcome on our business and results of operations
  6. 06New business initiatives may cause us to incur additional expenditures and could have an adverse effect on our business
  7. 07Damage to our brands and reputation could have an adverse effect on our business21% rewritten
  8. 08We may not achieve the intended effects of our business strategy which could negatively impact our results
  9. 09Acquisitions may have an adverse effect on our business28% rewritten
  10. 10As a result of past acquisitions, we have maintained goodwill and intangible assets on our balance sheet that may decrease our earnings or increase our losses if we recognize an impairment59% rewritten
  11. 11Outsourcing certain aspects of our business could result in disruption and increased costs

RISKS RELATED TO OUR FINANCIAL POSITION

  1. 12We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term shareholder value
  2. 13Our level of debt and restrictions in our credit agreement could negatively affect our operations and limit our liquidity and our ability to react to changes in the economy
  3. 14We may not be able to align our cost structure with our current revenue level, which in turn may require additional financing in the future that may not be available or may be available only on unfavorable terms57% rewritten
  4. 15We may have additional tax liabilities that exceed our estimates43% rewritten
  5. 16Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting or an inability to prevent or detect fraud32% rewritten

LEGAL AND COMPLIANCE RELATED RISKS

  1. 17We may experience employment-related claims, commercial indemnification claims and other legal proceedings that could materially harm our business83% rewritten
  2. 18Additionally, new employment and labor laws and regulations may be proposed or adopted that may increase the potential exposure of employers to employment-related claims and litigationNew
  3. 19Failure to protect our intellectual property could harm our business, and we face the risk that our services or products may infringe upon the intellectual property rights or contractual rights of others41% rewritten
  4. 20Our efforts to maintain adequate compliance policies and controls may not prevent violations that could result in significant fines and penalties

RISKS RELATED TO OUR INDUSTRY

  1. 21Our workforce solutions are subject to extensive government regulation and the imposition of additional regulations, which could materially harm our future earnings
  2. 22We may be unable to attract sufficient qualified associates and candidates to meet the needs of our clients
  3. 23We operate in a highly competitive industry and may be unable to retain clients, market share or profit margins60% rewritten
  4. 24Our business is subject to evolving regulations and stakeholders’ expectations that could expose us to numerous risks29% rewritten
  5. 25Demand for the Company’s services from renewable energy clients or funding from related government sources may decrease over timeNew

RISKS RELATED TO CYBERSECURITY, DATA PRIVACY AND USE OF TECHNOLOGY

  1. 26Cybersecurity vulnerabilities and other incidents could lead to the improper disclosure of information about our clients, candidates, associates and employees, which could materially harm our business
  2. 27Data security, data privacy, and data protection laws and other technology regulations increase our costs
  3. 28Failure of our information technology systems could adversely affect our operating results
  4. 29Our facilities and operations are vulnerable to damage and interruption
  5. 30Our development and use of AI technology involves risks and uncertainties that could expose us to legal, reputational and financial harm42% rewritten
  6. 31Our associate and customer engagement on mobile devices depends upon third parties maintaining open application marketplaces and effective operation with mobile operating systems, networks, and standards that we do not controlNew
  7. 32Our results of operations could materially deteriorate if we fail to attract, develop and retain qualified employees
  8. 33Loss of our executive officers or other key personnel or other changes to our management team could disrupt our operations or harm our business
  9. 34Our shareholder rights plan and some provisions of our articles of incorporation, our bylaws and Washington law include terms and conditions that could discourage a takeover or other transaction that shareholders may consider favorableNew
  10. 35The Rights have certain anti-takeover effects, including potentially discouraging a takeover that shareholders may consider favorable. The Rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by the BoardNew
  11. 36Actions of activist shareholders could cause us to incur substantial costs, divert management’s attention and resources, disrupt our business and impact the trading value of our securitiesNew
  12. 37Unsolicited acquisition proposals and attempts to acquire control of the company could cause us to incur significant expense, disrupt our business, result in a proxy contest or litigation and impact our stock priceNew
  13. 38We face risks in operating internationally
  14. 39The price of our common stock may fluctuate significantly, which may result in losses for investors
  15. 40Natural disasters and unusual weather conditions, pandemic outbreaks, terrorist acts, global political events and other serious catastrophic events could disrupt business and otherwise materially adversely affect our business and financial condition

Other TrueBlue 10-Ks

  • FY2024 10-K risk factors
    34 risks

    The company's primary risks involve economic sensitivity, technological disruption from app-based competitors, and reliance on AIG for workers' compensation insurance.

    Filed Feb 19, 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.