Texas Roadhouse (TXRH) risk factors, FY2025 10-K

Texas Roadhouse's FY2025 10-K, filed Feb 27, 2026, lists 37 risk factors in 7 groups. Against the prior year's 37: 3 new, 3 dropped, 14 substantially reworded.

Open TXRH in Gloom →
Texas Roadhouse's chart, financials and news, free in your browser.Open TXRH in Gloom →
Risk factors listed
377 groups
New this year
3vs 37 last year
Dropped
3since the prior 10-K
Substantially reworded
14of those kept
Section length
10k wordsItem 1A

What the changes say

  • Texas Roadhouse added new risks focusing heavily on brand reputation, ESG compliance pressures, and fast-moving social media campaigns.
  • Consumer preference risks were updated to explicitly mention GLP-1 weight-loss drugs.
  • International franchise regulations and specific IP litigation risks were removed.

What changed since the prior 10-K

New

  • NewRisks Related to our Growth and Operating Strategy

    If we fail to protect the reputation of our brands, our guest traffic, sales, and overall financial performance could be materially adversely affected

    Negative publicity, food-borne illness claims, supply chain issues, or labor disputes could damage our brand reputation and reduce guest traffic.

  • NewRisks Related to Government Regulation and Litigation

    Corporate responsibility matters could adversely affect our brand, business, results of operations, and financial condition

    We face competing investor and consumer pressures to both expand ESG disclosures and scale back sustainability initiatives, increasing compliance costs and litigation risks.

  • NewRisks Related to the Restaurant Industry

    or employees could increase our costs, lead to litigation, or result in negative publicity that could damage our reputation and adversely affect our results of operations

    Rapidly spreading social media campaigns, boycotts, or influencer posts targeting our brands could immediately impact guest behavior before we can respond.

Dropped

  • DroppedRisks Related to our Growth and Operating Strategy

    Our failure to manage any of these risks successfully could harm our future international operations and our overall business and results of our operations

  • DroppedRisks Related to Government Regulation and Litigation

    Failure to properly address environmental, social, and/or governance ("ESG ") matters could adversely affect our brand, business, results of operations, and financial condition

  • DroppedRisks Related to Technology, Privacy and Intellectual Property

    us to incur significant legal fees. Our inability to register or protect our marks and other proprietary rights in foreign jurisdictions could adversely affect our competitive position in international markets

Reworded

  • 96% rewrittenRisks Related to our Growth and Operating Strategy

    You should not rely on past changes in our average unit volume or our comparable restaurant sales as an indication of our future results of operations because they may fluctuate significantly

    Expanded to detail off-premise channels and added competition from fast-casual, quick-service, and meal-kit providers as factors affecting average unit volume.

  • 75% rewrittenRisks Related to the Restaurant Industry

    Food safety and sanitation, food-borne illness, and health concerns may have an adverse effect on our business by reducing demand and increasing costs

    Added beverage safety issues alongside food safety and sanitation as potential risks to our business and reputation.

  • 75% rewrittenRisks Related to the Restaurant Industry

    Our business could be adversely affected by our inability to respond to or effectively manage social media

    Added violations of Company policy to the list of social media risks associated with guests and employees.

  • 66% rewrittenRisks Related to our Growth and Operating Strategy

    Our failure or inability to enforce our trademarks or other proprietary rights could adversely affect our competitive position or the value of our brand

    Streamlined to specify that trademark enforcement litigation causes us to incur significant legal fees.

  • 56% rewrittenRisks Related to Government Regulation and Litigation

    We may not be able to obtain and maintain licenses and permits necessary to operate our restaurants and compliance with governmental laws and regulations could adversely affect our operating results

    Retained core licensing and labor law compliance risks with minor stylistic tightening.

  • 55% rewrittenRisks Related to Consumer Discretionary Spending and Macroeconomic Conditions

    Changes in consumer preferences and discretionary spending could adversely affect our business

    Added new medical treatments such as GLP-1 agonists as a factor that may shift consumer food preferences and reduce demand.

  • 50% rewrittenRisks Related to our Growth and Operating Strategy

    Our expansion into international markets presents increased economic, political, regulatory, and other risks

    Shortened the international expansion risk by removing bulleted examples of cultural, staffing, and operational differences.

  • 46% rewrittenRisks Related to our Growth and Operating Strategy

    The development and/or acquisition of additional restaurant concepts may not contribute to our growth

    Expanded to warn that pursuing new concepts like Bubba's 33 and Jaggers may divert capital and management attention and operate at lower margins.

  • 44% rewrittenRisks Related to our Growth and Operating Strategy

    Approximately 21% of our company restaurants are located in Texas and Florida and, as a result, we are sensitive to economic and other trends and developments in those states

  • 33% rewrittenRisks Related to Technology, Cybersecurity, and Privacy

    We rely heavily on information technology, and any material failure, weakness, cybersecurity breach, or other interruption could prevent us from effectively operating our business

  • 28% rewrittenRisks Related to our Growth and Operating Strategy

    Changes in food and supply costs and/or availability of products could adversely affect our results of operations

  • 26% rewrittenRisks Related to Technology, Cybersecurity, and Privacy

    We may incur increased costs to comply with privacy, data protection, and AI laws and, if we fail to comply or our systems are compromised by a security breach, we could be subject to government enforcement actions, private litigation, and adverse publicity

    Was: We may incur increased costs to comply with privacy and data protection laws and, if we fail to comply or our systems are compromised by a security breach, we could be subject to government enforcement actions, private litigation, and adverse publicity

  • 24% rewrittenRisks Related to Consumer Discretionary Spending and Macroeconomic Conditions

    Our objective to increase sales and profits at existing restaurants could be adversely affected by macroeconomic conditions

  • 23% rewrittenRisks Related to Human Capital

    Our business could be adversely affected by increased labor costs or labor shortages

All 37 risk factors

Headings as the filing states them, in filing order.

Risks Related to our Growth and Operating Strategy

  1. 01Our growth strategy, which primarily depends on our ability to open new restaurants that are profitable, is subject to many factors, some of which are beyond our control
  2. 02Changes in food and supply costs and/or availability of products could adversely affect our results of operations28% rewritten
  3. 03You should not rely on past changes in our average unit volume or our comparable restaurant sales as an indication of our future results of operations because they may fluctuate significantly96% rewritten
  4. 04If we fail to protect the reputation of our brands, our guest traffic, sales, and overall financial performance could be materially adversely affectedNew
  5. 05The development and/or acquisition of additional restaurant concepts may not contribute to our growth46% rewritten
  6. 06Acquisition of existing restaurants from our domestic franchisees and other strategic initiatives may have unanticipated consequences that could harm our business and our financial condition
  7. 07Approximately 21% of our company restaurants are located in Texas and Florida and, as a result, we are sensitive to economic and other trends and developments in those states44% rewritten
  8. 08Our expansion into international markets presents increased economic, political, regulatory, and other risks50% rewritten
  9. 09Our franchisees could take actions that could harm our business
  10. 10Decreased cash flow from operations, or an inability to access credit, could negatively affect our business initiatives or may result in our inability to execute our revenue, expense, and capital allocation strategies
  11. 11Our existing credit facility limits our ability to incur additional debt
  12. 12We are subject to all of the risks associated with leasing space subject to long-term non-cancelable leases, as well as risks related to renewal
  13. 13Our failure or inability to enforce our trademarks or other proprietary rights could adversely affect our competitive position or the value of our brand66% rewritten
  14. 14We may be required to record impairment charges in the future

Risks Related to Consumer Discretionary Spending and Macroeconomic Conditions

  1. 15Changes in consumer preferences and discretionary spending could adversely affect our business55% rewritten
  2. 16Our objective to increase sales and profits at existing restaurants could be adversely affected by macroeconomic conditions24% rewritten

Risks Related to Government Regulation and Litigation

  1. 17We may not be able to obtain and maintain licenses and permits necessary to operate our restaurants and compliance with governmental laws and regulations could adversely affect our operating results56% rewritten
  2. 18We are subject to increasing legal complexity and could be party to litigation that could adversely affect us
  3. 19Litigation involving our relationship with franchisees and the legal distinction between our franchisees and us for employment law purposes, if determined adversely, could increase costs, negatively impact the business prospects of our franchisees, and subject us to incremental liability for their actions
  4. 20Our current insurance may not provide adequate levels of coverage against claims
  5. 21Changes in tax laws and unanticipated tax liabilities could adversely affect our financial results
  6. 22Corporate responsibility matters could adversely affect our brand, business, results of operations, and financial conditionNew

Risks Related to Human Capital

  1. 23Failure to retain the services of our key management personnel, to successfully execute succession planning, or attract additional qualified personnel could harm our business
  2. 24Our business could be adversely affected by increased labor costs or labor shortages23% rewritten

Risks Related to Technology, Cybersecurity, and Privacy

  1. 25We rely heavily on information technology, and any material failure, weakness, cybersecurity breach, or other interruption could prevent us from effectively operating our business33% rewritten
  2. 26We outsource certain business processes to third-party vendors that subject us to risks, including disruptions in business and increased costs
  3. 27We may incur increased costs to comply with privacy, data protection, and AI laws and, if we fail to comply or our systems are compromised by a security breach, we could be subject to government enforcement actions, private litigation, and adverse publicity26% rewritten

Risks Related to the Restaurant Industry

  1. 28Our success depends on our ability to compete with many food service businesses
  2. 29The food service industry is affected by litigation and publicity concerning food quality, health, and other issues, which could cause guests to avoid our restaurants and could result in significant liabilities or litigation costs
  3. 30Health, social, and environmental concerns relating to the consumption or sourcing of beef or other food products could affect consumer preferences and could negatively impact our results of operations
  4. 31Food safety and sanitation, food-borne illness, and health concerns may have an adverse effect on our business by reducing demand and increasing costs75% rewritten
  5. 32Our business could be adversely affected by our inability to respond to or effectively manage social media75% rewritten
  6. 33or employees could increase our costs, lead to litigation, or result in negative publicity that could damage our reputation and adversely affect our results of operationsNew

Risks Related to Stock Ownership and Our Corporate Structure

  1. 34Provisions in our charter documents and Delaware law may delay or prevent our acquisition by a third party
  2. 35There can be no assurance that we will continue to pay dividends on our common stock or repurchase our common stock up to the maximum amounts permitted under our previously announced repurchase program
  3. 36Our business could be negatively affected as a result of actions of activist shareholders, and such activism could impact the trading value of our common stock
  4. 37Failure to achieve and maintain effective internal control over financial reporting may negatively impact our business and our financial results

Other Texas Roadhouse 10-Ks

  • FY2024 10-K risk factors
    37 risks

    Texas Roadhouse faces intense food cost inflation, particularly regarding beef and other proteins vital to its menu. Labor costs and labor availability across restaurants heavily impact operating margins. Geographic concentration in Texas and Florida increases vulnerability to regional economic and wage changes. Expanding secondary concepts and international markets presents execution and brand awareness risks.

    Filed Feb 28, 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.