Form 8-K

8-K — CHIPOTLE MEXICAN GRILL INC

Accession: 0001058090-26-000063

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001058090

SIC: 5812 (RETAIL-EATING PLACES)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — cmg-20260729.htm (Primary)

EX-99.1 (cmg-20260729xex991.htm)

GRAPHIC (picture1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cmg-20260729.htm · Sequence: 1

cmg-20260729

0001058090FALSE00010580902026-07-292026-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2026

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other

jurisdiction of

incorporation)

1-32731

(Commission File Number)

84-1219301

(I.R.S. Employer

Identification No.)

610 Newport Center Drive, Suite 1100

Newport Beach, CA 92660

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (949) 524-4000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.01 per share CMG New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On July 29, 2026, Chipotle Mexican Grill, Inc. issued a press release announcing earnings and other financial results for our fiscal quarter ended June 30, 2026, and that management would review these results in a conference call at 4:30 pm Eastern time on July 29, 2026.

Item 8.01 Other Events.

On July 29, 2026, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $1.3 billion, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time.

Item 9.01 Financial Statements and Exhibits.

Exhibit Index

Exhibit Number Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated July 29, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Chipotle Mexican Grill, Inc.

July 29, 2026

By:

/s/ Matthew R. Bush

Name: Matthew Bush

Title: Vice President, Controller (principal accounting officer and duly authorized signatory for the registrant)

EX-99.1

Filename: cmg-20260729xex991.htm · Sequence: 2

Document

Exhibit 99.1

EARNINGS RELEASE

PR Contact: Laurie Schalow

(949) 524-4035

MediaRelations@chipotle.com

CHIPOTLE RAISES FULL YEAR COMPARABLE SALES GUIDANCE ON STRONG Q2 MOMENTUM

"RECIPE FOR GROWTH" STRATEGY YIELDS COMPARABLE RESTAURANT SALES OF 2.2% ON SECOND CONSECUTIVE QUARTER OF IMPROVING TRANSACTION COMP

NEWPORT BEACH, Calif. – July 29, 2026 – Chipotle Mexican Grill, Inc. (NYSE: CMG) today reported financial results for its second quarter ended June 30, 2026.

Second quarter highlights, year over year:

•Total revenue increased 9.3% to $3.3 billion

•Comparable restaurant sales increased 2.2%

•Operating margin was 15.7%, a decrease from 18.2%

•Restaurant level operating margin1 was 25.2%, a decrease from 27.4%

•Diluted earnings per share remained flat at $0.32

•Adjusted diluted earnings per share1 remained flat at $0.33

•Opened 100 company-owned restaurants, with 80 locations including a Chipotlane. We also opened one international partner-operated restaurant.

“Our positive results reflect the momentum we're building as our Recipe for Growth strategy continues to take shape,” said Scott Boatwright, Chief Executive Officer, Chipotle. “We're seeing encouraging progress because we're focused on the right growth drivers—bringing meaningful menu innovation to our guests, deepening engagement through Chipotle Rewards, elevating hospitality in every restaurant, and expanding opportunities to serve more group occasions. These efforts are building a stronger business and reinforcing our confidence in Chipotle's ability to deliver sustainable long-term growth and shareholder value.”

Results for the three months ended June 30, 2026:

Total revenue in the second quarter of 2026 was $3.3 billion, an increase of 9.3% compared to the second quarter of 2025. The increase was driven by new restaurant openings and, to a lesser extent, comparable restaurant sales. Comparable restaurant sales increased 2.2%, consisting of a 1.2% increase in average check and a 1.0% increase in transactions. Digital sales represented 38.3% of total food and beverage revenue for the three months ended June 30, 2026, an increase from 35.5% for the three months ended June 30, 2025.

During the second quarter we opened 100 company-owned restaurants, of which 80 included a Chipotlane, and one international partner-operated restaurant. Chipotlanes continue to perform well and are helping enhance guest access and convenience, as well as increase new restaurant sales, margins and returns.

Food, beverage and packaging costs in the second quarter of 2026 were 29.7% of total revenue, an increase from 28.9% in the second quarter of 2025. The increase was driven by inflation, primarily from beef and freight, and higher protein and produce usage. These increases were partially offset by the benefit of menu price increases and lower avocado and dairy costs.

Labor costs in the second quarter of 2026 were 25.0% of total revenue, an increase from 24.7% in the second quarter of 2025. The increase was primarily driven by higher employee compensation, including wage inflation and performance-based bonuses, and additional restaurant labor supporting operational execution, including hospitality initiatives. These headwinds were partially offset by the benefit from menu price increases.

1Restaurant level operating margin, adjusted diluted earnings per share, adjusted net income, adjusted general and administrative expenses, and non-GAAP effective income tax rate are non-GAAP financial measures. Reconciliations to GAAP measures and further information are set forth in the table at the end of this press release.

General and administrative expenses for the second quarter of 2026 were $190.5 million, compared to $172.2 million in the second quarter of 2025. The increase was driven by legal reserves, performance bonuses, wages, and restructuring costs, partially offset by lower stock-based compensation. Adjusted general and administrative expenses1 for the second quarter of 2026 were $176.2 million, compared to $159.9 million in the second quarter of 2025.

The effective income tax rate for the second quarter of 2026 was 24.3%, a decrease from 24.5% in the second quarter of 2025. The decrease was primarily due to an increase in U.S. federal income tax credits, partially offset by lower tax benefits from stock option exercises and equity vesting.

Net income for the second quarter of 2026 was $403.5 million, or $0.32 per diluted share, compared to $436.1 million, or $0.32 per diluted share, in the second quarter of 2025. Adjusted net income1 for the second quarter of 2026 was $418.9 million, or $0.33 per adjusted diluted share, compared to $450.4 million, or $0.33 per adjusted diluted share, in the second quarter of 2025.

During the second quarter of 2026 we repurchased $630.7 million of stock at an average price per share of $32.55. As of June 30, 2026, $1.7 billion remained available under share repurchase authorizations from our Board of Directors, including an additional $1.3 billion in authorizations approved by our Board of Directors on June 11, 2026. The repurchase authorization may be modified, suspended or discontinued at any time.

More information will be available in our Quarterly Report on Form 10-Q, which will be filed with the SEC in accordance with applicable rules.

Outlook

For 2026, management is anticipating the following:

•Full year comparable restaurant sales growth in the low single digit range

•350 to 370 new restaurant openings, which includes 10 to 15 international partner-operated restaurants. Around 80% of new company-owned restaurants will have a Chipotlane

•An estimated underlying full year effective tax rate between 24% and 26% before discrete items

Definitions

The following definitions apply to these terms as used throughout this release:

•Comparable restaurant sales, or sales comps, and comparable restaurant transactions, represent the change in period-over-period total revenue or transactions for company-owned restaurants in operation for at least 13 full calendar months.

•Average restaurant sales refers to the average trailing 12-month food and beverage revenue for company-owned restaurants in operation for at least 12 full calendar months.

•Restaurant level operating margin represents total revenue less direct restaurant operating costs, expressed as a percent of total revenue.

•Digital sales represent food and beverage revenue for company-owned restaurants generated through the Chipotle website, Chipotle app or third-party delivery aggregators. Digital sales include revenue deferrals associated with Chipotle Rewards.

•Partner-operated restaurants represent Chipotle restaurants over which Chipotle does not have a controlling financial interest and for which Chipotle does not directly manage day-to-day operations. This includes restaurants operated by third parties pursuant to license or franchise agreements and restaurants in which Chipotle holds a minority, non‑controlling ownership interest.

Conference Call Details and Supplemental Slides

Chipotle will host a conference call on Wednesday, July 29, 2026, at 4:30 PM Eastern time to discuss second quarter 2026 financial results and provide a business update for the third quarter to date. In connection with the call, supplemental slides for the call will be available on the company's website at ir.chipotle.com/presentations.

The conference call can be accessed live over the phone by dialing 1-888-317-6003 or, for international callers, by dialing 1-412-317-6061 and entering code: 3937444. The call will be webcast live on the company's website at ir.chipotle.com/events. An archived webcast will be available approximately one hour after the end of the call.

About Chipotle

Chipotle Mexican Grill, Inc. (NYSE: CMG) is cultivating a better world by serving responsibly sourced, classically-cooked, real food with wholesome ingredients without artificial colors, flavors or preservatives. There are over 4,200 restaurants as of June 30, 2026, in the United States, Canada, the United Kingdom, France, Germany, and the Middle East and it is the only restaurant company of its size that owns and operates all its restaurants in the United States, Canada and Europe. With nearly 140,000 employees passionate about providing a great guest experience, Chipotle is a longtime leader and innovator in the food industry. Chipotle is committed to making its food more accessible to everyone while continuing to be a brand with a demonstrated purpose as it leads the way in digital, technology and sustainable business practices. For more information or to place an order online, visit WWW.CHIPOTLE.COM.

Forward-Looking Statements

Certain statements in this press release, in the July 29, 2026, conference call and in the supplemental slides for the call are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements under “Outlook,” and about our anticipated full year 2026 comparable restaurant sales growth, the number of new company-owned and international partner-operated restaurant openings in 2026, expected number of restaurants with Chipotlanes, and estimated underlying effective 2026 full year tax rate, as well as statements about the expected success of our “Recipe for Growth” strategy, our future food, beverage, packaging, labor, general and administrative and other costs, future estimated tax rates and future long-term prospects. We use words such as “anticipate”, “believe”, “could”, “should”, “may”, “approximately”, “estimate”, “confident”, “assuming”, “expect”, “intend”, “project”, “target”, “goal” and similar terms and phrases, including references to assumptions, to identify forward-looking statements. The forward-looking statements in this press release are based on currently available operating, financial and competitive information available to us as of the date of this release and speak only as of the date they are made. We assume no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements, including but not limited to: wage inflation and state or local regulations mandating higher minimum wages; the competitive labor market, which impacts our ability to attract and retain qualified employees; the impact of any union organizing efforts and our responses to such efforts; increases in ingredient and other operating costs due to inflation, global conflicts, severe weather, our Food with Integrity philosophy, tariffs, or trade restrictions; intermittent supply shortages relating to our Food with Integrity philosophy, rapid expansion, limited time offerings, and supply chain disruptions; risks and impacts of food safety incidents and food-borne illnesses; our reliance on certain information technology systems and potential material failures, interruptions, or outages; risks that our investments in new technology and technological innovations may not generate returns; privacy and cybersecurity risks, including breaches, unauthorized access, theft, modification, destruction, or ransom of guest or employee personal or confidential information stored on our network or the network of third party providers; the impact of competition, including from sources outside the restaurant industry; the impact of government laws and regulations relating to our employees, employment practices, restaurant design and construction, and the sale of food or alcoholic beverages; our ability to achieve our planned growth, such as the costs and availability of suitable new restaurant sites, construction materials, and contractors and restaurant equipment; the expected costs and risks related to our international expansion, including through partner-operated restaurants in the Middle East, Asia, and Mexico; our ability to achieve expected levels of comparable restaurant sales due to factors such as changes in guests' perceptions of our brand, including as a result of negative publicity or social media posts and decreased consumer spending or restaurant visits, or the inability to increase menu prices or realize the benefits of menu price increases; failure to meet market expectations for our financial performance or any announced guidance and the impact thereof; the potential impact of activist shareholder actions or tactics; failure to attract or retain key executive talent; the impact of our brand, marketing, promotional, advertising, and pricing strategies, digital platform and menu innovations; our reliance on third party delivery services and the information technology infrastructure; and enforcement and litigation risks, including possible governmental actions and potential litigation related to food safety incidents, cybersecurity incidents, employment or privacy laws, advertising claims, contract disputes, or other matters. In addition, many of the foregoing risks and uncertainties are, or could be, exacerbated by any worsening of the global business and macroeconomic environment. These statements also are subject to other risk factors described from time to time in our SEC reports, including our annual report on Form 10-K and quarterly reports on Form 10-Q, all of which are available on the investor relations page of our website at ir.Chipotle.com.

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)

Three months ended June 30,

2026 2025

Food and beverage revenue $ 3,332,792 99.5 % $ 3,047,754 99.5 %

Delivery service revenue 15,770 0.5 15,639 0.5

Total revenue 3,348,562 100.0 3,063,393 100.0

Restaurant operating costs (exclusive of depreciation and amortization shown separately below):

Food, beverage and packaging 993,573 29.7 885,989 28.9

Labor 836,450 25.0 756,261 24.7

Occupancy 174,210 5.2 154,250 5.0

Other operating costs 499,764 14.9 428,663 14.0

General and administrative expenses 190,471 5.7 172,151 5.6

Depreciation and amortization 98,327 2.9 90,945 3.0

Pre-opening costs 16,364 0.5 10,610 0.3

Impairment, closure costs, and asset disposals 13,808 0.4 5,467 0.2

Total operating expenses 2,822,967 84.3 2,504,336 81.8

Income from operations 525,595 15.7 559,057 18.2

Interest and other income, net 7,677 0.2 18,355 0.6

Income before income taxes 533,272 15.9 577,412 18.8

Provision for income taxes 129,725 3.9 141,285 4.6

Net income $ 403,547 12.1 % $ 436,127 14.2 %

Earnings per share:

Basic $ 0.32 $ 0.32

Diluted $ 0.32 $ 0.32

Weighted-average common shares outstanding:

Basic 1,277,363 1,344,955

Diluted 1,279,064 1,350,236

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)

Six months ended June 30,

2026 2025

Food and beverage revenue $ 6,405,522 99.5 % $ 5,907,585 99.5 %

Delivery service revenue 31,282 0.5 31,061 0.5

Total revenue 6,436,804 100.0 5,938,646 100.0

Restaurant operating costs (exclusive of depreciation and amortization shown separately below):

Food, beverage and packaging 1,906,919 29.6 1,724,392 29.0

Labor 1,641,861 25.5 1,474,487 24.8

Occupancy 344,091 5.3 304,091 5.1

Other operating costs 980,407 15.2 843,824 14.2

General and administrative expenses 394,191 6.1 344,934 5.8

Depreciation and amortization 195,045 3.0 178,156 3.0

Pre-opening costs 28,005 0.4 18,820 0.3

Impairment, closure costs, and asset disposals 23,627 0.4 11,635 0.2

Total operating expenses 5,514,146 85.7 4,900,339 82.5

Income from operations 922,658 14.3 1,038,307 17.5

Interest and other income, net 16,419 0.3 40,608 0.7

Income before income taxes 939,077 14.6 1,078,915 18.2

Provision for income taxes 232,706 3.6 256,189 4.3

Net income $ 706,371 11.0 % $ 822,726 13.9 %

Earnings per share:

Basic $ 0.55 $ 0.61

Diluted $ 0.55 $ 0.61

Weighted-average common shares outstanding:

Basic 1,287,792 1,349,737

Diluted 1,290,462 1,355,478

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

June 30,

2026 December 31,

2025

(unaudited)

Assets

Current assets:

Cash and cash equivalents $ 228,199 $ 350,545

Accounts receivable, net 100,307 156,466

Inventory 46,622 49,508

Prepaid expenses and other current assets 115,953 120,450

Income tax receivable - 91,393

Investments 449,658 698,591

Total current assets 940,739 1,466,953

Leasehold improvements, property and equipment, net 2,866,970 2,679,361

Long-term investments 97,079 197,123

Restricted cash 35,554 35,364

Operating lease assets 4,768,273 4,463,010

Other assets 134,031 130,781

Goodwill 21,939 21,939

Total assets $ 8,864,585 $ 8,994,531

Liabilities and shareholders' equity

Current liabilities:

Accounts payable $ 255,125 $ 212,813

Accrued payroll and benefits 284,595 250,126

Accrued liabilities 219,020 182,448

Unearned revenue 218,795 240,375

Current operating lease liabilities 317,002 302,380

Income tax payable 20,543 -

Total current liabilities 1,315,080 1,188,142

Long-term operating lease liabilities 5,102,194 4,773,434

Deferred income tax liabilities 163,473 125,674

Other liabilities 84,047 76,674

Total liabilities 6,664,794 6,163,924

Shareholders' equity:

Common stock, $0.01 par value, 11,500,000 shares authorized, 1,267,838 and 1,304,360 shares issued as of June 30, 2026 and December 31, 2025, respectively 12,678 13,044

Additional paid-in capital 2,263,510 2,204,944

Accumulated other comprehensive loss (9,233) (7,289)

Retained earnings/(accumulated deficit) (67,164) 619,908

Total shareholders' equity 2,199,791 2,830,607

Total liabilities and shareholders' equity $ 8,864,585 $ 8,994,531

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Six months ended

June 30,

2026 2025

Operating activities

Net income $ 706,371 $ 822,726

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 195,045 178,156

Deferred income tax provision 37,805 (9,890)

Impairment, closure costs, and asset disposals 22,981 11,056

Provision for credit losses (335) (1,247)

Stock-based compensation expense 54,518 75,150

Other 906 7,622

Changes in operating assets and liabilities:

Accounts receivable 54,640 39,946

Inventory 2,773 8,493

Prepaid expenses and other current assets (1,809) (3,606)

Operating lease assets 164,061 150,957

Other assets 3,354 (362)

Accounts payable 37,130 12,360

Accrued payroll and benefits 36,433 (24,689)

Accrued liabilities 45,300 2,126

Unearned revenue (12,652) (25,555)

Income tax payable/receivable 111,882 (13,433)

Operating lease liabilities (127,943) (113,450)

Other long-term liabilities 1,543 2,042

Net cash provided by operating activities 1,332,003 1,118,402

Investing activities

Purchases of leasehold improvements, property and equipment (397,601) (305,395)

Purchases of investments (5,520) (6,500)

Maturities of investments 349,766 319,962

Net cash (used in)/provided by investing activities (53,355) 8,067

Financing activities

Repurchase of common stock (1,354,905) (997,055)

Tax withholding on stock-based compensation awards (49,397) (33,319)

Other financing activities 2,798 1,540

Net cash used in financing activities (1,401,504) (1,028,834)

Effect of exchange rate changes on cash, cash equivalents and restricted cash 700 (786)

Net change in cash, cash equivalents, and restricted cash (122,156) 96,849

Cash, cash equivalents, and restricted cash at beginning of period 385,909 778,379

Cash, cash equivalents, and restricted cash at end of period $ 263,753 $ 875,228

Supplemental disclosures of cash flow information

Income taxes paid(1)

$ 82,670 $ 279,327

Purchases of leasehold improvements, property and equipment accrued in accounts payable and accrued liabilities $ 97,015 $ 75,585

Repurchase of common stock accrued in accounts payable and accrued liabilities $ 12,487 $ 9,016

(1) Included in the income taxes paid amount is $93,000 related to the purchase of federal transferable energy credits for the 2026 tax year.

CHIPOTLE MEXICAN GRILL, INC.

SUPPLEMENTAL FINANCIAL AND OTHER DATA

(dollars in thousands)

(unaudited)

The following table details company-owned restaurant unit data for the periods indicated:

For the three months ended

Jun. 30,

2026 Mar. 31,

2026 Dec. 31,

2025 Sep. 30,

2025 Jun. 30,

2025

Opened 100 49 132 84 61

Permanent closures (3) (1) (5) (4) (2)

Relocations (1) - (1) (3) (1)

Total 4,186 4,090 4,042 3,916 3,839

Average restaurant sales $ 3,102 $ 3,094 $ 3,104 $ 3,132 $ 3,142

Comparable restaurant sales increase/(decrease) 2.2 % 0.5 % (2.5 %) 0.3 % (4.0 %)

The following table details partner-operated restaurant unit data for the periods indicated:

For the three months ended

Jun. 30,

2026 Mar. 31,

2026 Dec. 31,

2025 Sep. 30,

2025 Jun. 30,

2025

Opened 1 - 7 2 -

Total 15 14 14 7 5

CHIPOTLE MEXICAN GRILL, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Below are definitions of the non-GAAP financial measures in this release. The following tables provide a reconciliation of non-GAAP financial measures presented in this release to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Adjusted net income is net income excluding restaurant asset impairment, corporate asset impairment and gains, restructuring expenses, certain legal proceedings, stock-based compensation retention and loss on investments.

Adjusted diluted earnings per share is calculated by dividing adjusted net income by the diluted weighted-average number of common shares outstanding.

Adjusted general and administrative expenses are general and administrative expenses excluding expenses related to restructuring, certain legal proceedings and stock-based compensation retention.

The adjusted effective income tax rate is the effective income tax rate adjusted to reflect the after-tax impact of non-GAAP adjustments.

Restaurant level operating margin is equal to the revenues generated by our restaurants less direct restaurant operating costs, which consist of food, beverage and packaging, labor, occupancy and other operating costs, expressed as a percent of total revenue. This performance measure primarily includes the costs that restaurant level managers can directly control and excludes other costs that are essential to conduct our business. Management uses restaurant level operating margin as a measure of restaurant performance. Management believes restaurant level operating margin is useful because it highlights trends in our core business that may not otherwise be apparent when relying solely on GAAP financial measures.

We present these non-GAAP measures to facilitate a meaningful evaluation of our operating performance across periods. These adjustments are intended to provide greater transparency of underlying performance and to allow investors to evaluate our business on the same basis as management, which uses these non-GAAP measures in evaluating our performance.

Our adjusted net income, adjusted diluted earnings per share, adjusted general and administrative expenses, adjusted effective income tax rate, and restaurant level operating margin measures may not be comparable to other companies’ adjusted measures. These adjustments are not necessarily indicative of what our actual financial performance would have been during the periods presented and should be viewed in addition to, and not as an alternative to, our results prepared in accordance with GAAP. Further details regarding these adjustments are included in the tables below.

CHIPOTLE MEXICAN GRILL, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted Net Income and Adjusted Diluted Earnings per Share

(in thousands, except per share amounts)

(unaudited)

Three months ended

June 30,

2026 2025

Net income $ 403,547 $ 436,127

Non-GAAP adjustments:

Impairment and exit costs:

Restaurant asset impairment(1)

3,933 -

Corporate asset impairment and other corporate (gains)/costs(2)

- (1,484)

Corporate restructuring costs:

Recipe for Growth restructuring(3)

3,346 -

Legal proceedings-General and administrative(4)

10,000 -

Stock-based compensation(5)

925 12,213

Investment unrealized loss(6)

- 6,168

Total non-GAAP adjustments 18,204 16,897

Tax effect of non-GAAP adjustments above(7)

(2,845) (2,619)

After tax impact of non-GAAP adjustments 15,359 14,278

Adjusted net income $ 418,906 $ 450,405

Diluted weighted-average number of common shares outstanding 1,279,064 1,350,236

Diluted earnings per share $ 0.32 $ 0.32

Adjusted diluted earnings per share $ 0.33 $ 0.33

(1)Operating lease asset and leasehold improvements, property, plant and equipment impairment charges and other expenses for restaurants due to closures, relocations, or underperformance.

(2)Lease remeasurement gain for vacated office space.

(3)Cost related to restructuring, including employee severance, recruitment, other third-party restructuring costs, and stock-based compensation, net of forfeitures.

(4)Estimated liability recognized in general and administrative expenses on the condensed consolidated statements of income for legal matters that we expect to exceed typical costs for legal proceedings.

(5)Stock-based compensation for retention equity awards granted to certain executives in connection with the former CEO's departure.

(6)Charges for an unrealized loss in a long-term investment.

(7)Adjustments related to the tax effect of non-GAAP adjustments, which were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.

CHIPOTLE MEXICAN GRILL, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted General and Administrative Expenses

(in thousands)

(unaudited)

Three months ended

June 30,

2026 2025

General and administrative expenses $ 190,471 $ 172,151

Non-GAAP adjustments:

Recipe for Growth restructuring(1)

(3,346) -

Legal proceedings-General and administrative(2)

(10,000) -

Stock-based compensation(3)

(925) (12,213)

Total non-GAAP adjustments (14,271) (12,213)

Adjusted general and administrative expenses $ 176,200 $ 159,938

(1)Cost related to restructuring, including employee severance, recruitment, other third-party restructuring costs, and stock-based compensation, net of forfeitures.

(2)Estimated liability recognized in general and administrative expenses on the condensed consolidated statements of income for legal matters that we expect to exceed typical costs for legal proceedings.

(3)Stock-based compensation for retention equity awards granted to certain executives in connection with the former CEO's departure.

CHIPOTLE MEXICAN GRILL, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted Effective Income Tax Rate

(unaudited)

Three months ended

June 30,

2026 2025

Effective income tax rate 24.3 % 24.5 %

Tax impact of non-GAAP adjustments(1)

(0.3) (0.3)

Adjusted effective income tax rate 24.0 % 24.2 %

(1)Adjustments related to the tax effect of non-GAAP adjustments, which were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.

CHIPOTLE MEXICAN GRILL, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Restaurant Level Operating Margin

(in thousands)

(unaudited)

Three months ended June 30,

2026 Percent of total revenue 2025 Percent of total revenue

Income from operations $ 525,595 15.7 % $ 559,057 18.2 %

Non-GAAP Adjustments

General and administrative expenses 190,471 5.7 172,151 5.6

Depreciation and amortization 98,327 2.9 90,945 3.0

Pre-opening costs 16,364 0.5 10,610 0.3

Impairment, closure costs, and asset disposals 13,808 0.4 5,467 0.2

Total non-GAAP Adjustments 318,970 9.5 279,173 9.1

Restaurant level operating margin $ 844,565 25.2 % $ 838,230 27.4 %

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Cover

Jul. 29, 2026

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Jul. 29, 2026

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CHIPOTLE MEXICAN GRILL, INC.

Entity Incorporation, State or Country Code

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1-32731

Entity Tax Identification Number

84-1219301

Entity Address, Address Line One

610 Newport Center Drive

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Suite 1100

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Newport Beach

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92660

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524-4000

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