Texas Roadhouse, Inc.

Tax and financial reporting · Tax compliance and changes in tax law

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.

Legal and litigation · Employment and labor law compliance

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, health benefits, unemployment taxes, workers' compensation, work eligibility requirements and working conditions.

Tax and financial reporting · Internal controls and compliance programs

Failure to achieve and maintain effective internal control over financial reporting may negatively impact our business and our financial results. A significant accounting error correction, financial reporting failure or material weakness in internal control over financial reporting could cause results in our consolidated financial statements that do not accurately reflect our financial condition.

Legal and litigation · Intellectual property disputes

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.

Industry regulation · Licensing and permits

The failure to obtain and maintain these licenses, permits and approvals, including liquor licenses, could adversely affect our operating results. Difficulties or failure to obtain the required licenses and approvals could delay or result in our decision to cancel the opening of new restaurants.

Technology infrastructure · Technology systems and infrastructure failure

We rely heavily on information systems in all aspects of our operations, including point-of-sale systems, digital apps, financial systems, marketing programs, e-commerce and various other processes and transactions. The failure of these systems to operate effectively could result in delays or errors to guest service and reduce efficiency in our operations.

Cybersecurity and data protection · Data breaches and cyber attacks

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 fail to comply with such laws and regulations, it could result in liabilities and penalties and could damage our reputation.

Market position and competition · Competitive pressure and market share loss

The restaurant industry is intensely competitive. We compete with many well-established food service companies on the basis of taste, quality and price of products offered, guest service, atmosphere, location, take-out and delivery options and overall guest experience.

Strategic execution · Geographic expansion and market entry

Some of our new restaurants will be located in areas where we have little or no meaningful experience. Those new markets may have smaller trade areas and different competitive conditions, consumer tastes and discretionary spending patterns than our traditional, existing markets, which may cause our new store locations to be less successful.

Market position and competition · Market cyclicality and demand volatility

Our business is 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.

Strategic execution · Merger acquisition and divestiture risks

Any acquisition or future development that we pursue 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.

Capital structure and performance · Dividend policy and capital allocation

There 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.

International and currency · Foreign exchange and currency exposure

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.

International and currency · International operations and emerging markets

We are 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.

Market and investment · Asset valuation and impairment

We may be required to record additional impairment charges in the future. If actual results differ from our estimates or assumptions, additional impairment charges may be required in the future. If impairment charges are significant, our results of operations could be adversely affected.

Credit and liquidity · Liquidity and cash flow constraints

Decreased 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.

Economic and market conditions · Economic recession and downturns

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 could adversely affect the demand for our products.

Economic and market conditions · Consumer spending and confidence

Our success 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. Accordingly, we may experience declines in sales during economic downturns, pandemics or other periods of uncertainty.

Reputation and brand · Esg environmental social governance performance

Failure to adequately address environmental, social and/or governance ('ESG') matters could adversely affect our brand, business, results of operations and financial condition. Evolving consumer and investor interest and preferences as well as governmental regulation may result in additional disclosure, due diligence, reporting and specific target-setting.

Reputation and brand · Social media and digital reputation

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