Form 8-K

8-K — CHIPOTLE MEXICAN GRILL INC

Accession: 0001058090-26-000027

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001058090

SIC: 5812 (RETAIL-EATING PLACES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cmg-20260429.htm (Primary)

EX-99.1 (cmg-20260429xex991.htm)

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8-K

8-K (Primary)

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cmg-20260429

0001058090FALSE00010580902026-04-292026-04-29

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): April 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 April 29, 2026, Chipotle Mexican Grill, Inc. issued a press release announcing earnings and other financial results for our fiscal quarter ended March 31, 2026, and that management would review these results in a conference call at 4:30 pm Eastern time on April 29, 2026.

Item 9.01 Financial Statements and Exhibits.

Exhibit Index

Exhibit Number Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated April 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.

April 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

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Document

Exhibit 99.1

EARNINGS RELEASE

PR Contact: Laurie Schalow

(949) 524-4035

MediaRelations@chipotle.com

IR Contact: Cindy Olsen, CFA

(949) 524-4205

Cindy.Olsen@chipotle.com

CHIPOTLE ANNOUNCES FIRST QUARTER 2026 RESULTS

RETURN TO POSITIVE TRANSACTIONS DRIVES 0.5% COMPARABLE RESTAURANT SALES GROWTH; REVENUE INCREASES 7.4% TO $3.1 BILLION

NEWPORT BEACH, Calif. – April 29, 2026 – Chipotle Mexican Grill, Inc. (NYSE: CMG) today reported financial results for its first quarter ended March 31, 2026.

First quarter highlights, year over year:

•Total revenue increased 7.4% to $3.1 billion

•Comparable restaurant sales increased 0.5%

•Operating margin was 12.9%, a decrease from 16.7%

•Adjusted restaurant level operating margin1 was 23.7%, a decrease from 26.2%

•Diluted earnings per share was $0.23, a 17.9% decrease from $0.28

•Adjusted diluted earnings per share1 was $0.24, a 17.2% decrease from $0.29

•Opened 49 company-owned restaurants, with 42 locations including a Chipotlane.

“Our first quarter exceeded expectations as we advanced our Recipe for Growth strategy, delivering tangible progress across operations, digital, menu innovation, people, and development,” said Scott Boatwright, Chief Executive Officer, Chipotle. “We are excited to welcome a new Chief Brand Officer and a new Chief Digital Officer to further strengthen our value proposition, sharpen our brand messaging, and accelerate innovation—positioning Chipotle for sustained, long-term growth as we advance on our path to becoming a global iconic brand.”

Results for the three months ended March 31, 2026:

Total revenue in the first quarter of 2026 was $3.1 billion, an increase of 7.4% compared to the first quarter of 2025. The increase was driven by new restaurant openings and, to a lesser extent, a 0.5% increase in comparable restaurant sales due to higher transactions of 0.6%, partially offset by a 0.1% decrease in average check. Digital sales represented 38.6% of total food and beverage revenue.

During the first quarter we opened 49 company-owned restaurants, of which 42 included a Chipotlane. 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 first quarter of 2026 were 29.6% of total revenue, an increase from 29.2% in the first quarter of 2025. The increase was driven by inflation, primarily in beef and freight, and higher produce usage. These increases were partially offset by lower dairy and avocado costs, and the benefit of menu price increases.

Labor costs in the first quarter of 2026 were 26.1% of total revenue, an increase from 25.0% in the first quarter of 2025. The increase was primarily driven by wage inflation, lower average restaurant sales volumes, and higher benefits expense, including performance-based bonuses. These headwinds were partially offset by the benefit of menu price increases. Excluding a 40 basis point impact from costs related to certain legal proceedings, adjusted labor costs1 were 25.7% of total revenue, compared to 25.0% in the first quarter of 2025.

1Adjusted restaurant level operating margin, adjusted diluted earnings per share, adjusted labor costs, 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 first quarter of 2026 were $203.7 million, compared to $172.8 million in the first quarter of 2025. The increase was driven by our biennial All Managers Conference held in the first quarter of 2026, performance bonuses and wages, and benefited from lower stock-based compensation. Adjusted general and administrative expenses1 for the first quarter of 2026 were $197.9 million, compared to $160.9 million in the first quarter of 2025.

The effective income tax rate for the first quarter of 2026 was 25.4%, an increase from 22.9% in the first quarter of 2025. The increase was driven by a reduction in tax benefits related to option exercises and equity vesting, fewer tax credits, and an increase in other discrete income tax items.

Net income for the first quarter of 2026 was $302.8 million, or $0.23 per diluted share, compared to $386.6 million, or $0.28 per diluted share, in the first quarter of 2025. Adjusted net income1 for the first quarter of 2026 was $316.2 million, or $0.24 per adjusted diluted share, compared to $396.8 million, or $0.29 per adjusted diluted share, in the first quarter of 2025.

During the first quarter of 2026 we repurchased $700.8 million of stock at an average price per share of $36.14. As of March 31, 2026, $1.0 billion remained available under share repurchase authorizations from our Board of Directors. 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 April 2026.

Outlook

For 2026, management is anticipating the following:

•Full year comparable restaurant sales to be about flat

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

•An estimated underlying effective full year 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 - 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, April 29, 2026, at 4:30 PM Eastern time to discuss first quarter 2026 financial results and provide a business update for the second quarter to date. In connection, 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 using code: 1676292. 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 4,100 restaurants as of March 31, 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 North America and Europe. With over 135,000 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 April 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 "Recipe for Growth Strategy," and about our anticipated full year 2026 comparable restaurant sales growth, number of new company-owned and international partner-owned 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 we assume no obligation to update these forward-looking statements. 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 and supply chain disruptions; risks 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 cyber security 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 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 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 IT infrastructure; litigation risks, including possible governmental actions and potential class action 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 March 31,

2026 2025

Food and beverage revenue $ 3,072,730 99.5 % $ 2,859,831 99.5 %

Delivery service revenue 15,512 0.5 15,422 0.5

Total revenue 3,088,242 100.0 2,875,253 100.0

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

Food, beverage and packaging 913,346 29.6 838,403 29.2

Labor 805,411 26.1 718,226 25.0

Occupancy 169,881 5.5 149,841 5.2

Other operating costs 480,643 15.6 415,161 14.4

General and administrative expenses 203,720 6.6 172,783 6.0

Depreciation and amortization 96,718 3.1 87,211 3.0

Pre-opening costs 11,641 0.4 8,210 0.3

Impairment, closure costs, and asset disposals 9,819 0.3 6,168 0.2

Total operating expenses 2,691,179 87.1 2,396,003 83.3

Income from operations 397,063 12.9 479,250 16.7

Interest and other income, net 8,742 0.3 22,253 0.8

Income before income taxes 405,805 13.1 501,503 17.4

Provision for income taxes 102,981 3.3 114,904 4.0

Net income $ 302,824 9.8 % $ 386,599 13.4 %

Earnings per share:

Basic $ 0.23 $ 0.29

Diluted $ 0.23 $ 0.28

Weighted-average common shares outstanding:

Basic 1,298,220 1,354,518

Diluted 1,301,859 1,360,719

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

March 31,

2026 December 31,

2025

(unaudited)

Assets

Current assets:

Cash and cash equivalents $ 246,636 $ 350,545

Accounts receivable, net 94,934 156,466

Inventory 44,685 49,508

Prepaid expenses and other current assets 126,278 120,450

Income tax receivable - 91,393

Investments 624,786 698,591

Total current assets 1,137,319 1,466,953

Leasehold improvements, property and equipment, net 2,767,047 2,679,361

Long-term investments 96,397 197,123

Restricted cash 35,662 35,364

Operating lease assets 4,614,939 4,463,010

Other assets 129,916 130,781

Goodwill 21,939 21,939

Total assets $ 8,803,219 $ 8,994,531

Liabilities and shareholders' equity

Current liabilities:

Accounts payable $ 247,287 $ 212,813

Accrued payroll and benefits 192,520 250,126

Accrued liabilities 231,312 182,448

Unearned revenue 207,417 240,375

Current operating lease liabilities 310,151 302,380

Income tax payable 48,666 -

Total current liabilities 1,237,353 1,188,142

Long-term operating lease liabilities 4,935,729 4,773,434

Deferred income tax liabilities 143,559 125,674

Other liabilities 78,943 76,674

Total liabilities 6,395,584 6,163,924

Shareholders' equity:

Common stock, $0.01 par value, 11,500,000 shares authorized, 1,287,050 and 1,304,360 shares issued as of March 31, 2026 and December 31, 2025, respectively 12,871 13,044

Additional paid-in capital 2,235,107 2,204,944

Accumulated other comprehensive loss (8,013) (7,289)

Retained earnings 167,670 619,908

Total shareholders' equity 2,407,635 2,830,607

Total liabilities and shareholders' equity $ 8,803,219 $ 8,994,531

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Three months ended

March 31,

2026 2025

Operating activities

Net income $ 302,824 $ 386,599

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

Depreciation and amortization 96,718 87,211

Deferred income tax provision 17,887 (7,329)

Impairment, closure costs, and asset disposals 9,658 6,018

Provision for credit losses (454) (1,294)

Stock-based compensation expense 28,000 37,601

Other 578 914

Changes in operating assets and liabilities:

Accounts receivable 59,842 43,239

Inventory 4,745 7,535

Prepaid expenses and other current assets (9,438) (9,748)

Operating lease assets 79,793 72,540

Other assets 1,759 61

Accounts payable 22,678 13,208

Accrued payroll and benefits (55,394) (107,013)

Accrued liabilities 41,962 (183)

Unearned revenue (27,663) (31,001)

Income tax payable/receivable 140,039 113,377

Operating lease liabilities (62,990) (55,662)

Other long-term liabilities 806 1,002

Net cash provided by operating activities 651,350 557,075

Investing activities

Purchases of leasehold improvements, property and equipment (180,332) (144,810)

Purchases of investments (250) (4,000)

Maturities of investments 172,509 154,889

Net cash (used in)/provided by investing activities (8,073) 6,079

Financing activities

Repurchase of common stock (701,027) (553,796)

Tax withholding on stock-based compensation awards (47,997) (32,902)

Other financing activities 1,534 1,524

Net cash used in financing activities (747,490) (585,174)

Effect of exchange rate changes on cash, cash equivalents and restricted cash 602 (236)

Net change in cash, cash equivalents, and restricted cash (103,611) (22,256)

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

Cash, cash equivalents, and restricted cash at end of period $ 282,298 $ 756,123

Supplemental disclosures of cash flow information

Income taxes paid/(refunded) $ (55,146) $ 8,754

Purchases of leasehold improvements, property and equipment accrued in accounts payable and accrued liabilities $ 102,570 $ 76,389

Repurchase of common stock accrued in accounts payable and accrued liabilities $ 29,190 $ 12,102

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

Mar. 31,

2026 Dec. 31,

2025 Sep. 30,

2025 Jun. 30,

2025 Mar. 31,

2025

Opened 49 132 84 61 57

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

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

Total 4,090 4,042 3,916 3,839 3,781

Average restaurant sales $ 3,094 $ 3,104 $ 3,132 $ 3,142 $ 3,186

Comparable restaurant sales increase/(decrease) 0.5 % (2.5 %) 0.3 % (4.0 %) (0.4 %)

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

For the three months ended

Mar. 31,

2026 Dec. 31,

2025 Sep. 30,

2025 Jun. 30,

2025 Mar. 31,

2025

Opened - 7 2 - 2

Total 14 14 7 5 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 certain legal proceedings, restructuring expenses and stock-based compensation retention.

Adjusted labor is labor expense excluding expenses related to certain legal proceedings.

Adjusted general and administrative expense is general and administrative expense 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.

Adjusted restaurant level operating margin is equal to the restaurant level operating margin excluding certain legal proceedings, expressed as a percent of total revenue. Management uses adjusted restaurant level operating margin as a measure of restaurant performance. Management believes adjusted 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 labor expenses, adjusted general and administrative expenses, adjusted effective income tax rate, restaurant level operating margin, and adjusted 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

March 31,

2026 2025

Net income $ 302,824 $ 386,599

Non-GAAP adjustments:

Legal proceedings-Labor(1)

11,875 -

Corporate restructuring costs:

Recipe for Growth restructuring(2)

2,140 -

Legal proceedings-General and administrative(3)

625 -

Stock-based compensation(4)

3,007 11,877

Total non-GAAP adjustments 17,647 11,877

Tax effect of non-GAAP adjustments above(5)

(4,249) (1,676)

After tax impact of non-GAAP adjustments 13,398 10,201

Adjusted net income $ 316,222 $ 396,800

Diluted weighted-average number of common shares outstanding 1,301,859 1,360,719

Diluted earnings per share $ 0.23 $ 0.28

Adjusted diluted earnings per share $ 0.24 $ 0.29

(1)Estimated liability recognized in labor on the condensed consolidated statements of income for legal matters that we expect to exceed typical costs for legal proceedings.

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

(3)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.

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

(5)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 Labor

(in thousands)

(unaudited)

Three months ended

March 31,

2026 2025

Labor $ 805,411 $ 718,226

Non-GAAP adjustments:

Legal proceedings-Labor(1)

(11,875) -

Total non-GAAP adjustments (11,875) -

Adjusted labor $ 793,536 $ 718,226

Adjusted labor as a percent of total revenue 25.7% 25.0%

(1)Estimated liability recognized in labor on the condensed consolidated statements of income for legal matters that we expect to exceed typical costs for legal proceedings.

CHIPOTLE MEXICAN GRILL, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted General and Administrative Expenses

(in thousands)

(unaudited)

Three months ended

March 31,

2026 2025

General and administrative expenses $ 203,720 $ 172,783

Non-GAAP adjustments:

Recipe for Growth restructuring(1)

(2,140) -

Legal proceedings-General and administrative(2)

(625) -

Stock-based compensation(3)

(3,007) (11,877)

Total non-GAAP adjustments (5,772) (11,877)

Adjusted general and administrative expenses $ 197,948 $ 160,906

(1)Cost for 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

March 31,

2026 2025

Effective income tax rate 25.4 % 22.9 %

Tax impact of non-GAAP adjustments(1)

(0.1) (0.2)

Adjusted effective income tax rate 25.3 % 22.7 %

(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 March 31,

2026 Percent of total revenue 2025 Percent of total revenue

Income from operations $ 397,063 12.9 % $ 479,250 16.7 %

Non-GAAP Adjustments

General and administrative expenses 203,720 6.6 172,783 6.0

Depreciation and amortization 96,718 3.1 87,211 3.0

Pre-opening costs 11,641 0.4 8,210 0.3

Impairment, closure costs, and asset disposals 9,819 0.3 6,168 0.2

Total non-GAAP Adjustments 321,898 10.4 274,372 9.5

Restaurant level operating margin 718,961 23.3 753,622 26.2

Legal proceedings-Labor(1)

11,875 0.4 - -

Adjusted restaurant level operating margin $ 730,836 23.7 % $ 753,622 26.2 %

(1)Estimated liability recognized in labor on the condensed consolidated statements of income for legal matters that we expect to exceed typical costs for legal proceedings.

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v3.26.1

Cover

Apr. 29, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Apr. 29, 2026

Entity Registrant Name

CHIPOTLE MEXICAN GRILL, INC.

Entity Incorporation, State or Country Code

Entity File Number

1-32731

Entity Tax Identification Number

84-1219301

Entity Address, Address Line One

610 Newport Center Drive

Entity Address, Address Line Two

Suite 1100

Entity Address, City or Town

Newport Beach

Entity Address, State or Province

Entity Address, Postal Zip Code

92660

City Area Code

949

Local Phone Number

524-4000

Written Communications

false

Soliciting Material

false

Pre-commencement Issuer Tender Offer

false

Pre-commencement Tender Offer

false

Title of 12(b) Security

Common stock, par value $0.01 per share

Trading Symbol

CMG

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Entity Central Index Key

0001058090

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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Area code of city

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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- Definition

Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 14d

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- Definition

Title of a 12(b) registered security.

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-Section 12

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Name of the Exchange on which a security is registered.

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-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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-Name Securities Act

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-Section 425

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