What changed in this filing

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Item 1A. Risk Factors

2026-02-27 compared with 2025-02-28 · 202 added, 139 removed, 248 unchanged (58% of the section changed)

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These delays impact the timing of new restaurant openings and the related pre-opening expenses.

Delays or failures in opening new restaurants could adversely affect our growth strategy.

One of our biggest challenges in executing our growth strategy may be locating and securing an adequate supply of suitable new restaurant sites that satisfy our financial targets.

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Our ability to open new restaurants that are profitable will also depend on numerous other factors, many of which are beyond our control, including, but not limited to, the following:

● our ability to hire, train, and retain qualified operating personnel, especially market partners, managing partners, and/or other restaurant management personnel who can execute our business strategy and maintain our culture and brand standards;

● our ability to hire, train, develop, and retain qualified operating personnel, especially market partners, managing partners, and/or other restaurant management personnel who can execute our business strategy and maintain our culture and brand standards;

● our ability to negotiate suitable purchase or lease terms to execute our business strategy;

● the availability and cost of construction materials, equipment and labor;

● our ability to control construction and development costs of new restaurants (including increased site, supply chain, and distribution costs);

● the potential impact of tariffs on U.S.

imports, specifically building materials and restaurant equipment;

● the availability and cost of construction materials, equipment, and labor, and our ability to control construction and development costs of new restaurants (including increased site, supply chain, and distribution costs);

● changes in federal, state, and/or local tax laws, including the impact of tariffs;

● our ability to secure required governmental approvals and permits in a timely manner, or at all;

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● competitive and economic conditions, consumer tastes, and discretionary spending patterns that are different from and more difficult to predict or satisfy than in our existing markets;

● changes in federal, state, and/or local tax laws;

● the cost and availability of capital to fund construction costs and pre-opening expenses;

● the impact of inclement weather, natural disasters, and other calamities.

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

Our profitability depends in part on changes in food and supply costs and/or the availability of products necessary to operate our business, including increased costs arising from federal and/or state mandated requirements.

An increase in food prices or loss of supply, particularly proteins, could adversely affect our operating results.

In 2025, we experienced higher than normal commodity inflation, specifically relating to beef, impacting our restaurant margin and we are anticipating these higher inflationary conditions to continue into 2026.

We are susceptible to increases in food costs as a result of factors beyond our control, such as food supply constrictions, inflationary cycles, weather conditions, food safety concerns, global pandemics, product recalls, global market and trade conditions, and government regulations including the imposition of tariffs.

We cannot predict whether we will be able to anticipate and react to changing food costs and/or loss of supply by adjusting our purchasing practices, menu prices, or menu offerings, and a failure to do so could adversely affect our operating results.

Extreme and/or long term increases in commodity prices could adversely affect our future results, especially if we are unable, primarily due to competitive reasons, to increase menu prices.

Additionally, if there is a time lag between the increasing commodity prices and our ability to increase menu prices or if we believe the commodity price increase to be short in duration and we choose not to pass on the cost increases, our short-term results could be negatively affected.

Also, if we adjust pricing there is no assurance that we will realize the full benefit of any adjustment due to changes in our guests’ menu item selections and guest traffic.

We currently purchase our beef primarily from four beef suppliers coming from the United States or Canada.

These suppliers represent a significant portion of the total beef marketplace.

If any of these vendors were unable to fulfill their obligations under their contracts, we could encounter supply shortages and/or incur higher costs to secure adequate supplies, either of which would harm our business.

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.

A number of factors have historically affected, and will continue to affect, our average unit volume and comparable restaurant sales, including, among other factors:

● consumer awareness and understanding of our concepts;

● our ability to execute our business strategy effectively;

● our ability to maintain higher levels of to-go sales at our restaurants;

● competition, from our competitors in the restaurant industry, our own restaurants, and/or other food service providers (such as delivery services and grocery stores);

● the impact of permanent changes in weather patterns that can cause inclement weather, natural disasters, and other calamities which impact guest traffic or product availability at our restaurants;

● consumer trends and seasonality;

● our ability to increase menu prices without adversely impacting guest traffic counts or per person average check growth;

● introduction of new menu items;

● loss of parking and/or access rights due to government action (such as eminent domain actions) or through private transactions;

● closures and/or dining rooms operating at limited capacity due to government mandated restaurant closures and/or limited availability of staff to meet our business standards;

● negative publicity regarding food safety, health concerns, quality of service, and other food or beverage related matters, including the integrity of our or our suppliers’ food processing;

● general economic conditions, including an economic recession, which can affect restaurant traffic, local labor costs, and prices we pay for the food and beverage products and other supplies we use;

● legislation that impacts our suppliers’ ability to maintain compliance with laws and regulations and impacts our ability to source product;

● effects of actual or threatened terrorist attacks (including cyber and/or ransomware attacks).

Our average unit volume and comparable restaurant sales may not increase at rates achieved in the past, which may affect our sales growth and will continue to be a critical factor affecting our profitability.

Our business is also subject to seasonal fluctuations.

Historically, sales in most of our restaurants have been higher during the winter months of each year.

Holidays, changes in weather, severe weather, and similar conditions may impact sales volumes seasonally in some operating regions.

Accordingly, results for one quarter are not necessarily indicative of results to be expected for any other quarter or for any year and comparable restaurant sales for any particular future period may decrease.

In the future, operating results may fall below the expectations of securities analysts and investors.

In that event, the price of our common stock could decrease.

You should not rely on past changes in our average unit volume or comparable restaurant sales as an indication of our future results of operations, as these metrics may fluctuate significantly over time.

A wide range of factors, both within and beyond our control, have historically influenced, and will likely continue to influence, average unit volume and comparable restaurant sales.

These factors include, among others, the level of consumer awareness and perception of our restaurant concepts with respect to quality, price, value, and service;

the effectiveness of our business strategy;

our ability to sustain higher levels of to-go sales and differentiate our concepts within off-premise channels;

and the impact of competition both from other restaurants (including fast-casual and quick-service establishments) and alternative food service providers, such as delivery services, meal kits, and grocery stores.

Additional factors that can affect our performance include our ability to implement menu price increases without negatively impacting guest traffic or average check size;

general economic conditions, adverse weather patterns and natural disasters;

seasonal consumer trends;

the introduction of new menu items and changes in pricing;

a loss of parking or access rights resulting from government action or private transactions;

and negative publicity related to food safety, health concerns, service quality, or the integrity of our suppliers’ food processing.

Given the impact of these various factors, our average unit volume and comparable restaurant sales may not increase at the rates seen in prior periods, which could constrain sales growth and impact profitability.

Our business is also subject to seasonal fluctuations, as historically, sales in most of our restaurants have seen higher levels during the first half of the year.

Variables such as holidays, changes in weather, severe weather events, and similar conditions may drive sales higher or lower in certain operating regions at different times.

Therefore, the results of one fiscal quarter should not be viewed as indicative of forthcoming quarters or the year as a whole, and comparable restaurant sales in any future period may decline.

Should our operating results fall below the expectations of securities analysts and investors in the future, it could result in a decrease in the market price of our common stock.

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

The strength of our Company depends heavily on the value and reputation of our brands.

Our ability to attract and retain guests, employees, and franchise partners;

maintain pricing power;

and grow domestically and internationally is directly tied to brand perception.

Negative publicity or events, whether or not accurate, could significantly damage our reputation and the value of our brands, reduce demand, and impair our operating results.

Reputational harm could arise from a wide range of factors, including concerns about food quality or safety;

food-borne illness claims;

tampering or contamination incidents;

poor health inspection results;

supply chain or processing issues involving us or our vendors;

facility conditions;

guest complaints;

alcohol related incidents;

security breaches or technology failures;

employee and/or labor relations concerns, including, but not limited to, allegations of harassment, discrimination, retaliation, or other misconduct;

alleged violations of laws, regulations, or industry standards;

and politically motivated accusations or other negative publicity.

The actions of third parties, including our suppliers, franchisees, and our licensees in retail initiatives, also presents reputational risk outside of our direct control.

Moreover, the rapid and broad dissemination of information through social media and other digital channels can amplify adverse events, sometimes without regard to accuracy or context, making it more difficult to mitigate or remediate negative impressions quickly or effectively.

Any deterioration in our reputation could reduce guest traffic, adversely affect sales, limit our ability to grow new units or enter new markets, pressure margins through increased promotional activity or other remedial measures, increase costs related to quality assurance and compliance, diminish employee engagement and retention, and expose us to greater regulatory, legal, and operational risks.

Collectively or individually, these impacts could materially adversely affect our business, financial condition, results of operations, and cash flows.

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

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In addition, they may have a higher initial investment cost and/or a lower per person average check amount.

As a result, the development and/or acquisition of additional restaurant concepts may not contribute to our average unit volume growth and/or profitability in an incremental way.

Pursuing new concepts may divert capital and management attention from our core operations.

These concepts may take longer to ramp up, operate at lower margins, or fail to achieve acceptable returns.

As a result, developing or acquiring additional concepts may not contribute to average unit volume growth or profitability and could negatively affect our results.

We can provide no assurance that these units will be accepted in the markets targeted for expansion and/or that we or our franchisees will be able to achieve our targeted returns when opening new locations.

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These decisions could limit or delay our overall long-term growth.

Additionally, expansion and/or acquisition of additional restaurant concepts might divert our management’s attention from other business concerns or initiatives and could have an adverse impact on our core Texas Roadhouse business.

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

The entrance into international markets may not be as successful as our experience in the development of our concepts domestically or any success we have had with our concepts in other international markets.

In addition, operating in international markets may require significant resources and management attention and will subject us to economic, political, and regulatory risks that are different from and incremental to those in the United States.

In addition to the risks that we face in the United States, our international operations involve risks that could adversely affect our business, including:

● the need to adapt our concepts for specific cultural and language differences;

● new and different sources of competition;

● the ability to identify appropriate business partners;

● difficulties and costs associated with staffing and managing foreign operations;

● difficulties in adapting and sourcing product specifications for international restaurant locations;

● fluctuations in currency exchange rates, which could impact royalties, revenue and expenses of our international operations, and expose us to foreign currency exchange rate risk;

● difficulties in complying with local laws, regulations, and customs in foreign jurisdictions;

● unexpected changes in regulatory requirements or tariffs on goods needed to construct and/or operate our restaurants;

● political or social unrest, economic instability, and destabilization of a region;

● effects of actual or threatened terrorist attacks;

● health concerns from global pandemics;

● compliance with U.S.

laws such as the Foreign Corrupt Practices Act, and similar laws in foreign jurisdictions;

● differences in the registration and/or enforceability of intellectual property and contract rights;

● adverse tax consequences;

● profit repatriation and other restrictions on the transfer of funds;

● different and more stringent user protection, data protection, privacy, and other laws.

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

We are also subject to governmental regulations throughout the world impacting the way we do business with our international franchisees.

These include antitrust and tax requirements, anti- boycott regulations, import/export/customs, tariffs and other international trade regulations, the USA Patriot Act, and the Foreign Corrupt Practices Act.

Failure to comply with any such legal requirements could subject us to monetary liabilities and other sanctions, which could adversely impact our business and financial performance.

Acquisition of existing restaurants from our domestic franchisees and other strategic initiatives may have unanticipated consequences that could harm our business and our financial condition.

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To successfully execute any acquisition or development strategy, we will need to identify suitable acquisition or development candidates, negotiate acceptable acquisition or development terms, and possibly obtain appropriate financing.

● material adverse effects on our operating results, particularly in the fiscal quarters immediately following the acquisition or development as the restaurants are integrated into our operations;

Any acquisition or future development that we pursue, including the on-going development of new concepts or retail initiatives utilizing our intellectual property, whether or not successfully completed, may involve risks, including material adverse effects on our operating results, particularly in the fiscal quarters immediately following the acquisition or development as the restaurants are integrated into our operations;

risks associated with entering into new domestic markets or conducting operations where we have no or limited prior experience;

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risks inherent in accurately assessing the value, future growth potential, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates, and our ability to achieve projected economic and operating synergies, without impacting our underlying business;

● the diversion of management’s attention from other business concerns.

and the diversion of management’s attention from other business concerns.

Future acquisitions of existing restaurants from our franchisees or other strategic partners, which may be accomplished through a cash purchase transaction, the issuance of shares of common stock, or a combination of both, could have a dilutive impact on holders of our common stock and result in the incurrence of debt and contingent liabilities and impairment charges related to goodwill and other tangible and intangible assets, any of which could harm our business and financial condition.

Additionally, following a franchise acquisition, we may be required to incur substantial capital improvement costs to meet company standards, which could impact our return on such acquisition.

Additionally, we may evaluate other means to leverage our competitive strengths, including the expansion of our products across other strategic initiatives or business opportunities (including retail initiatives utilizing our intellectual property).

We may evaluate other means to leverage our competitive strengths, including the expansion of our products across other strategic initiatives or business opportunities (including retail initiatives utilizing our intellectual property).

The expansion of our products may damage our reputation if products bearing our brands are not of the same quality or value that guests associate with our concepts or if our partners are accused of any actual or alleged misconduct.

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As of December 30, 2025, we operated a total of 101 company restaurants in Texas and 50 company restaurants in Florida.

As a result, we are particularly susceptible to adverse trends and economic conditions in those states, including any state mandated changes in minimum and tipped wage rates and economic pressures that may result in lower sales and profits at our restaurants.

In addition, given our geographic concentration in these states, negative publicity regarding any of our restaurants in either Texas or Florida could have a material adverse effect on our business and operations, as could other occurrences in either Texas or Florida such as health epidemics or pandemics, local strikes, energy shortages or extreme fluctuations in energy prices, droughts, earthquakes, hurricanes, fires, or other natural disasters.

As a result, we are particularly susceptible to adverse trends and economic conditions in those states, including state-mandated changes in minimum and tipped wage rates and other laws and regulations that have a direct or indirect impact on our operations as well as economic pressures that may result in lower sales and profits at our restaurants.

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

The entrance into and operations in international markets may not be as successful as our experience in the development of our concepts domestically or any success we have had with our concepts in other international markets.

Operating in international markets may require significant resources and management attention and will subject us to economic, political, and regulatory risks that are different from and incremental to those in the United States.

In addition to the risks that we face in the United States, our international operations involve risks that could adversely affect our business, including the need to adapt our concepts for specific cultural, language, and consumer preferences;

new and different sources of competition;

the ability to identify appropriate business partners;

difficulties and costs associated with staffing and managing foreign operations;

difficulties in adapting and sourcing product specifications for international restaurant locations;

fluctuations in currency exchange rates, which could impact royalties, revenue, and expenses of our international operations, and expose us to foreign currency exchange rate risk;

and political or social unrest, economic instability, and the destabilization of a region, including the effects of actual or threatened terrorist attacks.

We are also subject to governmental regulations throughout the world which includes complying with local laws, regulations, and customs in foreign jurisdictions;

regulatory requirements or tariffs on goods needed to construct and/or operate our restaurants;

compliance with U.S.

laws such as the Foreign Corrupt Practices Act, and similar laws in foreign jurisdictions;

differences in the registration and/or enforceability of intellectual property and contract rights;

adverse tax consequences, profit repatriation, and other restrictions on the transfer of funds;

and different and more stringent user protection, data protection, privacy, and other laws.

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

We are also subject to governmental regulations throughout the world impacting the way we do business with our international franchisees.

These include antitrust and tax requirements, anti-boycott regulations, import/export controls and customs requirements, the potential imposition of tariffs and or other trade barriers or restrictions, other international trade regulations, the USA Patriot Act, and the Foreign Corrupt Practices Act.

Failure to comply with any such legal requirements could subject us to monetary liabilities and other sanctions, which could adversely impact our business and financial performance.

Our franchisees could take actions that could harm our business.

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There can be no assurance, however, that these sources of financing will be available on terms favorable to us, or at all.

Our capital allocation strategies include, but are not limited to, new restaurant development, payment of dividends, refurbishment or relocation of existing restaurants, repurchases of our common stock, and franchise acquisitions.

Our capital allocation strategies include, but are not limited to, new restaurant development, refurbishment or relocation of existing restaurants, franchise acquisitions, payment of dividends, and repurchases of our common stock.

If we experience decreased cash flow from operations, our ability to fund our operations and planned initiatives, and to take advantage of growth opportunities, may be delayed or negatively affected.

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The lenders’ obligation to extend credit under our credit facility depends on our maintaining certain financial covenants.

If we are unable to maintain these covenants, we would be unable to obtain additional financing under this

credit facility.

The credit facility permits us to incur additional secured or unsecured indebtedness outside the credit facility, except for the incurrence of secured indebtedness that in the aggregate is equal to or greater than $125.0 million and 20% of our consolidated tangible net worth or circumstances where the incurrence of secured or unsecured indebtedness would prevent us from complying with our financial covenants.

If we are unable to borrow additional capital or have sufficient liquidity to either repay or refinance the then outstanding balance at the expiration of our credit facility, or upon violation of the covenants, our growth could be impeded and our financial performance could be significantly adversely affected.

If we are unable to maintain these covenants, we would be unable to obtain additional financing under this credit facility.

and 20% of our consolidated tangible net worth or circumstances where the incurrence of secured or unsecured indebtedness would prevent us from complying with our financial covenants.

If we are unable to borrow additional capital or have insufficient liquidity to either repay or refinance the outstanding balance at the expiration of our credit facility, or upon violation of the covenants, our growth could be impeded and our financial performance could be significantly adversely affected.

We 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.

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As a result, we may be required to relocate or close a restaurant, which could subject us to construction and other costs and risks and may have an adverse effect on our results of operations.

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

We own certain common law trademark rights and a number of federal and international trademark and service mark registrations, including our trade names and logos, and proprietary rights relating to certain of our core menu offerings.

We believe that our trademarks and other proprietary rights are important to our success and our competitive position.

Therefore, we devote appropriate resources to the protection of our trademarks and proprietary rights.

However, the protective actions that we take may not be enough to prevent unauthorized usage or imitation by others, which could harm our image, brand, or competitive position and, if we commence litigation to enforce our rights, cause us to incur significant legal fees.

Our brand value also depends on protection of trade secrets (including recipes, supplier relationships, and operational know-how), copyrights (including app, website, and marketing content), domain names, software, and, where applicable, rights of publicity.

Protecting these assets can be difficult, particularly in jurisdictions with limited enforcement.

Use of open-source software, third-party content, and artificial intelligence ("AI") in our technology and marketing may impose license obligations or usage restrictions and may increase the risk of third-party IP claims or content moderation obligations.

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

We cannot assure you that third parties will not claim that our trademarks, menu offerings, content, or software infringe upon their proprietary rights.

Any such claim, whether or not it has merit, could be time-consuming, result in costly litigation, cause delays in introducing new menu items in the future or require us to enter into royalty or licensing agreements.

As a result, any such claim could have a material adverse effect on our business, results of operations, financial condition, or liquidity.

We may be required to record impairment charges in the future.

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Our success depends, in part, upon the popularity of our food products.

Continued social concerns or shifts in consumer preferences away from our restaurants or food offerings, particularly beef, could harm our business.

Consumer preferences regarding food sourcing in response to environmental or welfare concerns could also harm our business.

Additionally, current and new medical treatments may cause consumers to avoid or consume less of our products.

Shifts in consumer preferences or social concerns regarding our restaurants, food sourcing, or beef offerings could reduce demand.

Medical conditions or treatments that restrict consumption of certain foods may cause consumers to avoid or consume less of our products and current and new medical treatments such as GLP-1 agonists may shift consumer preferences.

Our success also depends to a significant extent on discretionary consumer spending, which is influenced by general economic conditions, including high inflationary periods, and the availability of discretionary income.

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

In future periods, the U.S.

and global economies could further suffer from a downturn in economic activity.

Recessionary economic cycles, higher interest rates, higher fuel and other energy costs, sustained labor inflation, increases in commodity prices, higher levels of unemployment, higher consumer debt levels, higher tax rates and other changes in tax laws, imposition of tariffs, financial market volatility, political or military conflicts, social unrest, government spending, a low or stagnant pace of economic recovery and growth, or other economic factors that may affect consumer spending or buying habits could adversely affect the demand for our products.

Factors that could adversely affect the demand for our products in future periods include recessionary economic cycles;

higher interest rates;

higher fuel and other energy costs;

sustained labor inflation;

increases in commodity prices;

higher levels of unemployment;

higher consumer debt levels;

consumer confidence;

consumer purchasing and savings habits;

credit conditions;

stock market performance;

higher tax rates and other changes in tax laws;

imposition of tariffs;

financial market volatility;

political or military conflicts;

social unrest;

government spending;

a low or stagnant pace of economic recovery and growth;

or other economic factors that may affect consumer spending or buying habits.

In addition, there is no assurance that any governmental plans to stimulate the economy will foster growth in consumer spending or buying habits.

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In addition to having to comply with these licensing requirements, various federal and state labor laws govern our relationship with our employees and affect operating costs.

These laws include minimum and tipped wage requirements, overtime pay, meal and rest breaks, exempt classifications, health benefits, unemployment taxes, workers’ compensation, work authorization and eligibility requirements, equal employment opportunities, anti-discrimination and harassment requirements, and working conditions.

For example, federal and state wage and hour laws and regulations govern such matters as minimum wage and overtime, meal and rest breaks, proper exempt classification, child labor, pay for all hours worked (including overtime), and proper handling of tips.

A significant number of our hourly restaurant personnel receive tips as part of their compensation and are paid at or above a minimum wage after giving effect to applicable tips.

Other federal and state labor laws and regulations govern such matters as health benefits, unemployment taxes, workers’ compensation, work authorization and eligibility requirements, working conditions and

safety standards, equal employment opportunities, anti-discrimination and harassment, and other similar legal requirements.

A number of factors could adversely affect our operating results, including:

● additional government-imposed increases in minimum and/or tipped wages, hourly and overtime pay, paid leaves of absence, sick leave, and mandated health benefits;

● increased tax reporting and tax payment requirements for employees who receive gratuities;

● any failure of our employees to comply with laws and regulations governing work authorization and eligibility requirements resulting in disruption of our work force and adverse publicity;

● increased tax reporting and tax payment requirements for employees who receive tips;

● any failure of our employees to comply with laws and regulations governing work authorization and eligibility requirements and/or any immigration enforcement efforts resulting in disruption of our work force and potential adverse publicity;

● a reduction in the number of states that allow gratuities to be credited toward minimum wage requirements, or a federal mandate prohibiting such credits;

● increased government enforcement and/or litigation relating to federal and state employment laws, regulations, and requirements.

The federal Americans with Disabilities Act prohibits discrimination on the basis of disability in public accommodations and employment.

Although our restaurants and other places of accommodation are designed to be accessible to the disabled, we could be required to make unexpected modifications to provide service to, or make reasonable accommodations, for disabled persons.

● increased government enforcement and/or litigation relating to federal and state labor laws, regulations, and requirements.

As places of public accommodation, our restaurants are required to comply with the applicable requirements of the Americans with Disabilities Act ("ADA") and related state accessibility statutes.

Under the ADA and related state laws, we must provide equal access to our goods and services to disabled guests, which means complying with the applicable ADA Standards for Accessible Design when constructing or undertaking remodeling of our restaurants.

Although our restaurants are designed to be accessible to disabled guests, we could be required to make unexpected modifications to provide service or equal access to, or make reasonable accommodations for, disabled guests.

We are subject to increasing legal complexity and could be party to litigation that could adversely affect us.

Increasing legal complexity will continue to affect our operations and results.

We could be subject to legal proceedings and enforcement actions that may adversely affect our business, including class actions, administrative

proceedings, government investigations, employment and personal injury claims, claims alleging violations of federal and state laws regarding consumer, workplace, and employment matters, immigration matters, wage and hour claims, discrimination and similar matters, landlord/tenant disputes, disputes with current and former suppliers, claims by current and former franchisees, data privacy claims, and intellectual property claims (including claims that we infringed upon another party’s trademarks, copyrights or patents).

We could be subject to legal proceedings and enforcement actions that may adversely affect our business, including class actions;

administrative proceedings;

government investigations;

personal injury claims;

claims alleging violations of federal and state laws regarding consumer, workplace, and employment matters (including, but no limited to, wage and hour claims and discrimination, harassment, and/or retaliation claims);

immigration matters;

landlord/tenant disputes;

disputes with current and former suppliers;

claims by current and former franchisees;

data privacy claims;

and intellectual property claims (including claims that we infringed upon another party’s trademarks, copyrights, or patents).

Additionally, we are subject to Securities and Exchange Commission ("SEC") and NASDAQ reporting and disclosure requirements.

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We are primarily subject to federal, state, and local income and other taxes in the United States.

Our effective income tax rate and other taxes in the future could be affected by a number of factors, including changes in the valuation of deferred tax assets and liabilities, changes in tax laws or other legislative changes, and the outcome of income tax

Our effective income tax rate and other taxes in the future could be affected by a number of factors, including changes in the valuation of deferred tax assets and liabilities;

changes in tax laws or other legislative changes;

and the outcome of income tax audits.

Any significant increases in income tax rates, changes in and/or interpretations of income tax laws, or unfavorable resolution of tax matters could have a material adverse impact on our results of operations, financial condition, or liquidity.

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

Entities across all industries are facing increased attention related to ESG matters including packaging and waste, animal health and welfare, human rights, reproductive rights, diversity and inclusion efforts, climate change, greenhouse gases, and land, energy, and water use.

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

Entities across all industries are facing increased attention related to environmental, social, and/or governance ("ESG") matters including packaging and waste;

animal health and welfare;

human rights;

reproductive rights;

diversity and inclusion efforts;

climate change;

greenhouse gases;

and land, energy, and water use.

In addition, we have faced enhanced pressure to not only provide expanded disclosures around ESG matters and establish goals or targets with respect to ESG matters but also pressure to scale back our programs and/or initiatives relating to the same.

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Failure to balance these competing demands could result in consumer or investor scrutiny and/or litigation and could have an adverse effect on our business.

Establishing targets or making other public commitments due to these demands, without a full or complete understanding of the cost or operational impact of changes in our supply chain or operating model, could also adversely affect our business and financial condition.

Additionally, establishing targets or making other public commitments due to these demands, without a full or complete understanding of the cost or operational impact of changes in our supply chain or operating model, could also adversely affect our business and financial condition.

In addition, some individuals, shareholder activists, government officials, and regulators have expressed opposing views and actions with respect to ESG matters which includes the proposal or enactment of "Anti-ESG" policies and initiatives.

We may face increased scrutiny, reputational risk, and other demands from these parties regarding our ESG initiatives.

Strong opinions continue to be publicly expressed both for and against diversity and inclusion and ESG initiatives and positions taken by many corporations, including our Company, are tracked, monitored, and subject to heightened scrutiny from consumers, investors, advocacy groups, and public figures, potentially leading to consumer boycotts, negative publicity campaigns, litigation, and reputational harm.

Negative reputational incidents or perceptions

about the Company could adversely impact our business and results of operations by reducing sales, damaging business relationships, and negatively impacting employee retention and recruiting efforts.

Risks Related to Human Capital

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Labor is a primary component in the cost of operating our business.

We devote significant resources to recruiting and training our restaurant managers and hourly employees.

Increased labor costs due to competition, unionization, increased minimum and tipped wages, changes in hourly and overtime pay, state unemployment rates, sick pay or other employee benefits costs (including workers’ compensation and health insurance), company staffing initiatives, or otherwise any regulatory changes resulting from any of the foregoing would adversely impact our operating expenses.

In addition, failure to adequately monitor and proactively respond to employee dissatisfaction could lead to poor guest satisfaction, higher turnover, litigation, and unionization efforts, which could negatively impact our results of operations.

Increased competition for qualified employees caused by a shortage in the labor pool exerts upward pressure on wages paid to attract and retain such personnel, resulting in higher labor costs, together with greater recruitment and training expense.

We devote significant resources to attracting, retaining, engaging, recognizing, training, and developing our restaurant managers and hourly employees.

Increased labor costs due to competition, increased minimum and tipped wages, changes in hourly and overtime pay, state unemployment rates, sick pay or other employee benefits costs (including workers’ compensation and health insurance), company staffing initiatives, changes in government immigration enforcement efforts, or otherwise any regulatory changes resulting from any of the foregoing would adversely impact our operating expenses.

In addition, failure to adequately monitor and proactively respond to employee dissatisfaction could lead to poor guest satisfaction, higher turnover, litigation, and possible unionization efforts, which could negatively impact our results of operations.

We could suffer from significant indirect costs, including restaurant disruptions due to management or hourly labor turnover and potential delays in new restaurant openings.

A shortage in the labor pool could also cause our restaurants to be required to operate with reduced staff which could negatively impact our ability to provide adequate service levels to our guests resulting in adverse guest reactions and a possible reduction in guest traffic counts.

Additionally, personal or public health concerns might make some existing personnel or potential candidates reluctant to work in enclosed restaurant environments.

We have many restaurants located in states or municipalities where the minimum and/or tipped wage is greater than the federal minimum and/or tipped wage.

We anticipate that additional legislation increasing minimum and/or tipped

wage standards will be enacted in future periods either federally or in state and local jurisdictions.

We anticipate that additional legislation increasing minimum and/or tipped wage standards will be enacted in future periods either federally or in state and local jurisdictions.

In addition, regulatory actions which result in changes to healthcare eligibility, design, and cost structure could occur.

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Our distributors and suppliers also may be affected by higher minimum wage and benefit standards which could result in higher costs for goods and services supplied to us.

Our success depends on our ability to attract, motivate, and retain qualified employees to keep pace with our growth strategy.

Our success depends on our ability to attract, retain, engage, recognize, train, and develop qualified employees to keep pace with our growth strategy.

If we are unable to do so, our results of operations may also be adversely affected.

Risks Related to Technology, Privacy and Intellectual Property

Risks 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.

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Our point-of-sale processing in our restaurants includes collection of cash, credit cards, debit cards, gift cards, and other processes and procedures.

Our ability to efficiently and effectively manage our business depends significantly on the reliability, security, and capacity of these systems.

Our ability to efficiently and effectively manage

our business depends significantly on the reliability, security, and capacity of these systems.

As our business needs continue to evolve, these systems will require upgrading and maintenance over time, consequently requiring significant future commitments of resources and capital.

As we become increasingly reliant on digital ordering and payment as a sales channel, our business could be negatively impacted if we are unable to successfully implement, execute, or maintain our consumer-facing digital initiatives.

Additionally, the increased use of remote work has increased the susceptibility of our infrastructure to disruption.

In addition, we rely on third-party cloud, hosting, content delivery, and telecommunications providers, and disruptions, outages, or degradations at these providers could impair our digital ordering and point-of-sale systems.

The increased use of remote work has also increased the susceptibility of our infrastructure to disruption.

The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a material breach in the security of these systems could result in delays or errors to guest service and reduce efficiency in our operations.

In addition, as we implement new technology platforms to improve productivity and overall guest experience, there can be no guarantees that these platforms will operate as reliably or be as operationally impactful as intended.

In addition, as we implement new technology platforms and AI programs to improve productivity, there can be no guarantees that these platforms will operate as reliably or be as operationally impactful as intended and such platforms may increase our operational, privacy, cybersecurity, and intellectual property risks, including errors, bias, data leakage, and claims related to training data and generated outputs, and may increase expenses.

We may also be dependent on third-party AI models and vendors, whose availability, reliability, performance, or terms of use may change.

We have disaster recovery procedures and business continuity plans in place to address physical and technological crises, including tornadoes and other natural disasters, and back-up off-site locations for recovery of electronic and other forms of data information.

However, if we are unable to fully implement our disaster recovery and business continuity plans, we may experience delays in recovery of data, inability to perform vital corporate functions, tardiness in required reporting and compliance, failures to adequately support field operations, and other breakdowns in normal communication and operating procedures that could have a material adverse effect on our financial condition, results of operations, and exposure to administrative and other legal claims.

Our systems may be vulnerable to a variety of threats and the rapid evolution and increased adoption of artificial intelligence technologies may intensify our cybersecurity risks.

Certain scenarios, such as extended cloud disruptions, domain name system failures, payment processor outages, or a critical vendor’s insolvency, may fall outside the assumption of our plans.

Cyberinsurance may be unavailable, insufficient, or subject to significant retentions, sublimits, or exclusions and may not cover all costs or lost profits.

Our systems and those of our vendors may be vulnerable to a variety of threats and the rapid evolution and increased adoption of AI technologies may intensify our cybersecurity risks.

These risks can include unauthorized access, theft, use, destruction, or other compromises of our systems and can occur through a variety of methods, including attacks using malware, ransomware, denial of service attacks, or phishing incidents.

While we have not had a cybersecurity incident that has had a material impact on our operations, there can be no assurances that such incidents will not occur in the future.

While we have not identified a cybersecurity incident that has had a material impact on our operations to date, there can be no assurances that such incidents will not occur in the future.

Any such attack or disruption could cause an interruption of normal business operations, damage to our reputation, and a loss in guest confidence.

Additionally, we could be subject to litigation and government enforcement actions as a result of any such failure.

We are also subject to evolving disclosure and governance requirements related to cybersecurity, and failure to timely assess and disclose material cybersecurity incidents or to maintain effective processes could result in regulatory scrutiny, litigation, and reputational harm.

We could be subject to litigation and government enforcement actions as a result of any such failure.

Any such event could cause us to incur significant unplanned expenses in excess of our insurance coverage, which could have a material impact on our financial condition and results of operations.

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We outsource certain business processes to third-party vendors that subject us to risks, including disruptions in business and increased costs.

Some business processes are currently outsourced to third parties, including such processes as information technology, credit, debit, and gift card authorization and processing, insurance claims processing, unemployment claims processing, property, sales, and payroll tax filings, vendor payment processing, and other accounting processes.

Some business processes are currently outsourced to third parties, including such processes as information technology;

credit, debit, and gift card authorization and processing;

insurance claims processing;

unemployment claims processing;

property, sales, and payroll tax filings;

vendor payment processing;

and other accounting processes.

We continually evaluate our other business processes to determine if additional outsourcing is an appropriate option to accomplish our goals.

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Failure of third parties to provide adequate services or internal controls over their processes could have an adverse effect on our results of operations, financial condition, or ability to accomplish our financial and management reporting.

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.

New, modified, and existing privacy and data protection laws and regulations may result in significant costs and compliance challenges and adversely affect our business and financial condition.

These privacy laws and regulations, which are constantly evolving, may be interpreted by regulatory authorities in new and differing manners, including the issuing of rulings that invalidate prior laws or regulations or increase penalties, and such interpretations may be inconsistent among jurisdictions.

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.

New, modified, and existing privacy, data protection, and AI laws and regulations at the local, state, federal, and international levels may result in significant costs and compliance challenges and adversely affect our business and financial condition.

An expanding patchwork of privacy and AI laws and targeted statutes imposes differing obligations related to notice, consumer rights and appeals, data minimization, sensitive data restrictions, targeted advertising, and certain profiling, and such requirements continue to evolve.

These obligations vary materially by jurisdiction and may increase compliance complexity and costs, potentially impede the development and offering of new products or services, and adversely impact the guest experience.

These privacy laws and regulations may be interpreted by regulatory authorities in new and differing manners, including the issuing of rulings that invalidate prior laws or regulations or increase penalties, and such interpretations may be inconsistent among jurisdictions.

We may incur increased costs to comply with increasingly demanding privacy laws and regulations and such compliance may impede the development and offering of new products or services and may adversely impact the guest experience.

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In addition, certain of our vendors receive and/or maintain certain personal, financial, and other information about our employees and guests on our behalf.

The use and handling, including security, of this information is regulated by privacy and data protection laws and regulations in various jurisdictions, as well as by certain third-party contracts, frameworks, and industry standards, such as the Payment Card Industry Data Security Standard.

Hardware, software, or other applications we develop and procure from third parties or vendor’s third-party applications could be subject to vulnerabilities or cybersecurity incidents or may contain unknown defects in design or manufacture or other problems that could unexpectedly compromise information security.

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In addition, if our security and information systems are compromised as a result of data corruption or loss, cybersecurity incident, or a network security incident, or if our employees or vendors (or other persons or entities with which we do business with) fail to comply with such laws and regulations or fail to meet industry standards and this information is obtained by unauthorized persons or used inappropriately, it could result in liabilities and penalties and could damage our reputation, cause interruption of normal business performance, cause us to incur substantial costs, and result in a loss of guest confidence, which could adversely affect our results of operations and financial condition.

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

We believe that our trademarks and other proprietary rights are important to our success and our competitive position.

Therefore, we devote appropriate resources to the protection of our trademarks and proprietary rights.

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.

We cannot assure you that third parties will not claim that our trademarks or menu offerings infringe upon their proprietary rights.

Any such claim, whether or not it has merit, could be time- consuming, result in costly litigation, cause delays in introducing new menu items in the future or require us to enter into royalty or licensing agreements.

As a result, any such claim could have a material adverse effect on our business, results of operations, financial condition, or liquidity.

Risks Related to the Restaurant Industry

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

Our profitability depends in part on our ability to anticipate and react to changes in food and supply costs and/or the availability of products necessary to operate our business, including increased costs arising from federal and/or state mandated requirements.

Any increase in food prices or loss of supply, particularly proteins, could adversely affect our operating results.

In addition, we are susceptible to increases in food costs as a result of factors beyond our control, such as food supply constrictions, inflationary cycles, weather conditions, food safety concerns, global pandemics, product recalls, global market and trade conditions, and government regulations including the imposition of tariffs.

Extreme and/or long term increases in commodity prices could adversely affect our future results, especially if we are unable, primarily due to competitive reasons, to increase menu prices.

Also, if we adjust pricing there is no assurance that we will realize the full benefit of any adjustment due to changes in our guests’ menu item selections and guest traffic.

We currently purchase our beef primarily from four beef suppliers coming from the United States or Canada.

While we maintain relationships with additional suppliers, if any of these vendors were unable to fulfill its obligations under its contracts, we could encounter supply shortages and/or incur higher costs to secure adequate supplies, either of which would harm our business.

Our success depends on our ability to compete with many food service businesses.

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Our competitors may generate or more effectively implement business strategies that improve the value and the relevance of their brands and reputation, relative to ours.

This includes our competitors’ ability to adapt and respond to new technological developments, including artificial intelligence, to develop new customer insights that allows them to better respond to changing guest expectations.

This includes our competitors’ ability to adapt and respond to new technological developments, including AI, to develop new customer insights that allows them to better respond to changing guest expectations.

The 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.

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However, food-borne illnesses and food safety issues occur in the food industry from time to time.

Any report or publicity, whether true or not, linking us to instances of food- borne illness or other food safety issues, including food tampering or contamination, could adversely affect our concepts and reputation as well as results of operations.

Any report or publicity, whether true or not, linking us to instances of food-borne illness or other food or beverage safety issues, including food tampering or contamination, could adversely affect our concepts and reputation as well as results of operations.

In addition, instances of food-borne illness, food tampering, or food contamination occurring solely at restaurants of our competitors could result in negative publicity about the food service industry generally and adversely impact our revenue and profits.

Furthermore, our reliance on third-party food suppliers and distributors increases the risk that food- borne illness incidents could be caused by factors outside of our control and that multiple locations would be affected rather than a single restaurant.

While we attempt to minimize the risk, we cannot assure that all food items are properly maintained during transport throughout the supply chain and that our employees will identify all products that may be spoiled and should not be used in our restaurants.

If our guests become ill from food- borne illnesses, we could be forced to temporarily close some restaurants.

Furthermore, any instances of food contamination, whether or not at our restaurants, could subject us or our suppliers to a food recall.

In addition, the United States and other countries have experienced, or may experience in the future, outbreaks of viruses, such as COVID-19, Hepatitis A, Norovirus, Ebola, Avian Flu, SARS, and H1N1.

To the extent that a virus is food- borne, future outbreaks may adversely affect the price and availability of certain food products and cause our guests to eat less of a product which may have a significant adverse effect on our business.

Increased public and regulatory scrutiny of substances associated with food and food packages could also lead to supplier disruptions, product reformulations, recalls, litigation, reputational harm, or new regulatory requirements that increase our costs.

Furthermore, because we rely on third-party suppliers and distributors, incidents can arise from factors outside our control and affect multiple locations.

Despite our controls, products may be mishandled in transit or otherwise compromised.

If guests become ill, we may need to close restaurants temporarily and participate in recalls, each of which could disrupt operations and increase costs.

In addition, outbreaks of contagious diseases, including food-borne or transmissible viruses, may affect the availability and cost of certain ingredients and reduce guest demand, adversely impacting our business.

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

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Our strategy may not be successful, resulting in expenses incurred without improvement in guest traffic or brand relevance.

In addition, a variety of risks are associated with the use of social media, including improper disclosure of proprietary information, negative comments about us, exposure of personally identifiable information, fraud, or dissemination of false information.

The inappropriate use of social media platforms by our guests 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.

The inappropriate use of social media platforms by our guests

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.

Given the marked increase in the use of social media platforms, individuals have access to a broad audience of consumers and other interested persons.

The availability of information on social media platforms is virtually immediate, as is its impact.

Many social media platforms immediately publish the content their subscribers and

participants post, often without filters or checks on the accuracy of the content posted.

Many social media platforms immediately publish the content their subscribers and participants post, often without filters or checks on the accuracy of the content posted.

Information concerning our Company may be posted on such platforms at any time.

This includes posts by social media influencers that have a significant number of followers and reach on the variety of social media platforms.

Additionally, social media has increasingly been utilized to target specific companies or brands as a result of a variety of actions or inactions, or perceived actions or inactions, that are disfavored by interest groups and such campaigns can rapidly accelerate and impact consumer behavior.

Additionally, social media has increasingly been utilized to target specific companies or brands as a result of a variety of actions or inactions, or perceived actions or inactions, that are disfavored by interest groups and such campaigns, boycotts, and other brand-damaging behaviors can rapidly accelerate and impact consumer behavior.

If we are unable to quickly and effectively respond to such reports, we may suffer declines in guest traffic.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors