Financial Analysis

Commitments and Contingencies Purchase Obligations We enter into various purchase obligations in the ordinary course of business, generally of a short-term nature. Those that are binding primarily relate to commitments for food purchases and supplies, capital projects, corporate assets, information technology, marketing initiatives and corporate sponsorships, and other miscellaneous items. Litigation We are involved in various claims and legal actions, such as wage and hour, wrongful termination and other employment-related claims, slip and fall and other personal injury claims, advertising and consumer claims, privacy claims, and lease, construction and other commercial disputes, that arise in the ordinary course of business, some of which may be covered by insurance. The outcomes of these actions are not predictable, but we do not believe that the ultimate resolution of any pending or threatened actions of these types will have a material adverse effect on our financial position, results of operations, liquidity, or capital resources. However, if there is a significant increase in the number of these claims, or if we incur greater liabilities than we currently anticipate under one or more claims, it could materially and adversely affect our business, financial condition, results of operations and cash flows. Shareholder Actions As reported in previous SEC filings, Chipotle and several of its executive officers are defendants in Michael Stradford v. Chipotle et. al., a purpo …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt As of December 31, 2025, we had a $500,000 revolving credit facility with JPMorgan Chase Bank as administrative agent. Borrowings on the credit facility bear interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus 1.125%, which is subject to increase based on changes in our total leverage ratio as defined in the credit agreement. We are also obligated to pay a commitment fee of 0.115% per year for unused amounts under the credit facility, which also may increase based on changes in our total leverage ratio. We are subject to certain covenants defined in the credit agreement, which include maintaining a total leverage ratio of less than 3.0x, maintaining a minimum consolidated fixed charge coverage ratio of 1.5x, and limiting us from incurring additional indebtedness in certain circumstances. We had no outstanding borrowings under the credit facility and were in compliance with all covenants as of December 31, 2025 and 2024, respectively. …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Stock-Based Compensation and Employee Benefit Plans Pursuant to the 2022 Stock Incentive Plan, we grant stock options, SOSARs, RSUs, or PSUs to employees and non-employee directors. We issue shares of common stock upon the exercise of stock options and SOSARs and the vesting of RSUs and PSUs. We also have an employee stock purchase plan (ESPP), 401(k) Defined Contribution Plan, and a Deferred Compensation Plan. Stock-Based Compensation Under the 2022 Stock Incentive Plan, 121,571 shares of common stock have been authorized and reserved for issuance to eligible participants, of which 102,111 shares were authorized for issuance but not issued or subject to outstanding awards as of December 31, 2025. For purposes of calculating the available shares remaining, each share issuable pursuant to outstanding full value awards, such as RSUs and PSUs, count as two shares, and each share underlying a stock option or SOSAR count as one share. On August 31, 2024, our former CEO terminated employment with the company and forfeited all of his unvested equity awards, resulting in a reversal of expense of $27,863. In response to the departure of our former CEO, we granted retention RSUs to key executives. These awards have various vesting terms, and vest over one , two or three years from the grant date. During the year ended December 31, 2025 and 2024, expense recognized for the retention RSUs was $34,759 and $17,080, respectively. The impact of these employee retention awards are reflected i …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Income Taxes Income before income taxes, classified by source of income, was as follows: Year ended December 31, 2025 2024 2023 Domestic $ 2,017,473 $ 2,031,759 $ 1,637,756 Foreign (7,954) (21,529) (17,250) Income before income taxes $ 2,009,519 $ 2,010,230 $ 1,620,506 The components of the provision for income taxes were as follows: Year ended December 31, 2025 2024 2023 Current tax: U.S. Federal $ 298,983 $ 412,943 $ 314,757 U.S. State and Local 94,210 104,478 85,355 Foreign 1,082 1,636 1,162 394,275 519,057 401,274 Deferred tax: U.S. Federal 72,237 (32,751) (7,992) U.S. State and Local 6,639 (10,195) (1,532) Foreign 607 9 19 79,483 (42,937) (9,505) Provision for income taxes $ 473,758 $ 476,120 $ 391,769 A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows: Year ended December 31, 2025 Amount Percent Statutory U.S. federal income tax rate $ 421,999 21.0% State and Local income tax, net of related federal income tax benefit (1) 79,174 4.0 Foreign Tax Effects 3,413 0.2 Effect of Changes in Tax Law or Rates Enacted in the Current Period - - Effect of Cross-Border Tax Laws (1,096) (0.1) Tax Credits (23,466) (1.2) Changes in Valuation Allowances - - Nontaxable or Nondeductible Items 584 - Changes in Unrecognized Tax Benefits (418) - Other Adjustments (6,432) (0.3) Effective income tax rate $ 473,758 23.6% (1) State and Loc …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases The weighted-average remaining lease term and discount rate were as follows: December 31, 2025 2024 Weighted-average remaining lease term (years) 14.1 13.9 Weighted-average discount rate 5.48 % 5.30 % The components of lease cost were as follows: Year ended December 31, Classification 2025 2024 2023 Operating lease cost Occupancy, Other operating costs, General and administrative expenses and Pre-opening costs $ 544,367 $ 486,598 $ 436,313 Short-term lease cost Other operating costs 989 572 519 Variable lease cost Occupancy, Other operating costs, General and administrative expenses and Pre-opening costs 129,310 120,948 111,896 Sublease income General and administrative expenses (3,576) (3,559) (4,765) Total lease cost $ 671,090 $ 604,559 $ 543,963 Supplemental disclosures of cash flow information related to leases were as follows: Year ended December 31, 2025 2024 2023 Cash paid for operating lease liabilities $ 520,277 $ 466,171 $ 421,591 Operating lease assets obtained in exchange for operating lease liabilities $ 751,614 $ 692,684 $ 521,759 Derecognition of operating lease assets due to terminations or impairment $ 6,127 $ 6,899 $ 6,862 Maturities of lease liabilities were as follows as of December 31, 2025: Operating Leases 2026 $ 521,413 2027 569,200 2028 553,401 2029 536,731 2030 513,146 Thereafter 4,780,639 Total lease payments 7,474,530 Less: imputed interest 2,398,716 Operating lease liabilities (Current and Long-Term) $ 5,075,814 As of December 31, 2025, the …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recently Issued Accounting Standards Recently Adopted Accounting Pronouncement In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. We have adopted and applied the guidance under the ASU for our year ended December 31, 2025, using the prospective transition method. See Note 6. ""Income Taxes"" in the accompanying notes to the consolidated financial statements for further detail. Recent Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, ""Disaggregation of Income Statement Expenses (Subtopic 220-40)."" The ASU requires public entities to disaggregate, in a tabular presentation, certain income statement expenses into different categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and may be applied retrospectively. We are currently evaluating the impact of adopting the new ASU on our disclosures. In September 2025, the FASB issued ASU No. 2025-06, ""IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements for Internal-Use Software"" to modernize the accounting guidance for t …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Related Party Transactions As of December 31, 2025, we owned approximately 13.5% of the common stock outstanding of Tractor. As we are a significant customer of Tractor and maintain board representation, we are accounting for our investment under the equity method. Accordingly, we have identified Tractor as a related party. We purchase product from the supplier for sale to guests in our restaurants. During the years ended December 31, 2025, 2024 and 2023, purchases from the supplier were $51,953, $49,323, and $43,555, respectively. We are an investor in Vebu Inc. (Vebu), a developer of restaurant automation technology. As we are a significant customer of Vebu and maintain board representation, we have determined that Vebu is a related party. Our investment, which is comprised of preferred shares, is accounted for as a non-marketable equity investment and is included within long-term investments on the consolidated balance sheets. During the years ended December 31, 2025, 2024 and 2023, purchases from Vebu were $5,561, $957, and $991, respectively. …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Revenue Recognition Gift Cards The gift card liability included in unearned revenue on the consolidated balance sheets was as follows: December 31, 2025 2024 Gift card liability $ 174,600 $ 181,771 Revenue recognized from the redemption of gift cards that was included in unearned revenue at the beginning of the year was as follows: Year ended December 31, 2025 2024 2023 Revenue recognized from gift card liability balance at the beginning of the year $ 108,757 $ 80,067 $ 61,389 Chipotle Rewards Changes in our Chipotle Rewards liability included in unearned revenue on the consolidated balance sheets were as follows: Year ended December 31, 2025 2024 2023 Chipotle Rewards liability, beginning balance $ 56,806 $ 44,750 $ 38,057 Revenue deferred 183,617 164,986 135,490 Revenue recognized (176,624) (152,930) (128,797) Chipotle Rewards liability, ending balance $ 63,799 $ 56,806 $ 44,750 Deferred Licensing Revenue The deferred licensing revenue included in unearned revenue on the condensed consolidated balance sheets was as follows: December 31, 2025 December 31, 2024 Deferred licensing revenue $ 1,976 $ -

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"Segment Reporting Segment information is prepared on the same basis that our CEO, who is our Chief Operating Decision Maker (""CODM""), manages our segments, evaluates financial results, and makes key operating decisions. We have one reportable operating segment: U.S. The U.S. reportable operating segment is comprised of all 11 operating segments located in the United States, which we have aggregated to a single operating segment in consideration of the aggregation criteria set forth in ASC 280. All other operating segments, which comprise our operations in Canada, Europe and international partner-operated restaurants do not meet the quantitative thresholds for determining reportable segments. The U.S. reportable segment derives its revenue from company-owned restaurants located in the United States, which serve a relevant menu of burritos, burrito bowls (a burrito without the tortilla), quesadillas, tacos, and salads. No customer accounts for 10% or more of our revenues. The accounting policies of the U.S. reportable segment are the same as those described in Note 1. ""Description of Business and Summary of Significant Accounting Policies"" . Our CODM uses income from operations to evaluate performance and make key operating decisions, such as deciding the rate at which we invest resources into the U.S segment versus other parts of the Company. The CODM is not provided asset information by reportable segment as asset information is provided to the CODM on a consolidated bas …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"Description of Business and Summary of Significant Accounting Policies In this annual report on Form 10-K, Chipotle Mexican Grill, Inc., a Delaware corporation, together with its subsidiaries, is collectively referred to as Chipotle, we, us, or our. We develop and operate restaurants that serve a relevant menu of burritos, burrito bowls, quesadillas, tacos, and salads, made using fresh, high-quality ingredients. As of December 31, 2025, we own 4,042 restaurants including 3,938 Chipotle restaurants within the United States, and 104 international Chipotle restaurants. Additionally, we had 14 international partner-operated restaurants. We manage our U.S. operations based on 11 regions and aggregate our operations to one reportable segment. Additional details on the nature of our business and our reportable operating segment are included in Note 14. ""Segment Reporting"" . On June 26, 2024, we effected a 50-for-1 stock split of our common stock and proportionately increased the number of authorized shares of common stock. All share and per share information, including share-based compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $0.01 per share. Accordingly, an amount equal to the par value of the additional shares issued in the stock split was reclassified from capital in excess of par value to common stock. In the second quarter of 2024, we retired all treasury s …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Shareholders Equity We have had a stock repurchase program in place since 2008. During the years ended December 31, 2025, 2024, and 2023 we repurchased $2,417,673, $995,765, and $589,840 of stock at an average price per share of $42.54, $57.21, and $36.55, respectively. As of December 31, 2025, we had $1,710,669 authorized for repurchasing shares of our common stock. All shares of common stock that we repurchase are immediately retired and not held as treasury stock. Shares of common stock are netted and surrendered as payment for minimum statutory withholding obligations in connection with the vesting of outstanding stock awards. Shares surrendered by the participants in accordance with the applicable award agreements and plan are deemed repurchased by us but are not part of publicly announced share repurchase programs. During the years ended December 31, 2025, 2024, and 2023, these shares had a total cost of $49,458, $74,229, and $69,146, respectively. …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

"Commitments and Contingencies Purchase Obligations We enter into various purchase obligations in the ordinary course of business, generally of a short-term nature. Those that are binding primarily relate to commitments for food purchases and supplies, capital projects, corporate assets, information technology, marketing initiatives and corporate sponsorships, and other miscellaneous items. Litigation We are involved in various claims and legal actions, such as wage and hour, wrongful termination and other employment-related claims, slip and fall and other personal injury claims, advertising and consumer claims, privacy claims, and lease, construction and other commercial disputes, that arise in the ordinary course of business, some of which may be covered by insurance. The outcomes of these actions are not predictable, but we do not believe that the ultimate resolution of any pending or threatened actions of these types will have a material adverse effect on our financial position, results of operations, liquidity, or capital resources. However, if there is a significant increase in the number of these claims, or if we incur greater liabilities than we currently anticipate under one or more claims, it could materially and adversely affect our business, financial condition, results of operations and cash flows. Shareholder Actions As reported in previous SEC filings, Chipotle and several of its current and former executive officers are defendants in Michael Stradford v. Chipo …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt As of June 30, 2026 and December 31, 2025, we had a $500,000 revolving credit facility with JPMorgan Chase Bank as administrative agent. Borrowings on the credit facility bear interest at a rate equal to the Secured Overnight Financing Rate plus 1.125%, which is subject to increase based on changes in our total leverage ratio as defined in the credit agreement. We are also obligated to pay a commitment fee of 0.115% per year for unused amounts under the credit facility, which also may increase based on changes in our total leverage ratio. We are subject to certain covenants defined in the credit agreement, which include maintaining a total leverage ratio of less than 3.0x, maintaining a minimum consolidated fixed charge coverage ratio of 1.5x, and limiting us from incurring additional indebtedness in certain circumstances. We had no outstanding borrowings under the credit facility and were in compliance with all covenants as of June 30, 2026 and December 31, 2025, respectively.

DebtDisclosureTextBlock

"Stock-Based Compensation Pursuant to the 2022 Stock Incentive Plan, we grant stock options, stock-only stock appreciation rights (""SOSARs""), restricted stock units (""RSUs""), and performance stock units (""PSUs"") to employees and non-employee directors. SOSARs and RSUs generally vest in two equal installments on the second and third anniversary of the grant date. PSUs are subject to service, market, and performance vesting conditions, and the quantity of shares that vest will range from 0% to 300% of the targeted number of shares. In response to the departure of our former Chief Executive Officer in August 2024, we granted retention RSUs to key executives. These awards have various vesting terms, and vest over one , two or three years from the grant date. During the six months ended June 30, 2026 and 2025, expense recognized for the retention RSUs was $3,936 and $24,090, respectively. The impact of these employee retention awards are reflected in the tables below. Total stock-based compensation expense was as follows: Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Stock-based compensation $ 27,124 $ 37,959 $ 55,757 $ 76,139 Stock-based compensation, net of income taxes $ 22,256 $ 31,725 $ 45,338 $ 63,536 Total capitalized stock-based compensation included in leasehold improvements, property and equipment, net on the condensed consolidated balance sheets $ 606 $ 410 $ 1,239 $ 989 Excess tax benefit/(shortfall) on stock-based compensation recogni …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Income Taxes The effective income tax rate for the three months ended June 30, 2026, was 24.3%, a decrease from an effective income tax rate of 24.5% for the three months ended June 30, 2025. The decrease was primarily driven by an increase in U.S. federal income tax credits, partially offset by a reduction in tax benefits related to option exercises and equity vesting. The effective income tax rate for the six months ended June 30, 2026, was 24.8%, an increase from an effective income tax rate of 23.7% for the six months ended June 30, 2025. The increase was primarily driven by a reduction in tax benefits related to option exercises and equity vesting and other discrete income tax items, partially offset by an increase in U.S. federal income tax credits. During the three months ended June 30, 2026, the Internal Revenue Service (IRS) commenced an examination of our U.S. income tax returns filed for the tax year ended December 31, 2024. As of June 30, 2026, the IRS has not proposed any adjustments, and the examination has not resulted in any changes to the recognition or measurement of our income tax positions. …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases Supplemental disclosures of cash flow information related to leases were as follows: Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Cash paid for operating lease liabilities $ 143,385 $ 127,994 $ 284,675 $ 254,660 Operating lease assets obtained in exchange for operating lease liabilities $ 235,161 $ 193,832 $ 467,191 $ 339,165 Derecognition of operating lease assets due to terminations or impairment $ 1,783 $ 467 $ 3,231 $ 820

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"Recently Issued Accounting Standards Recent Accounting Pronouncements Not Yet Adopted In November 2024, the Financial Accounting Standards Board (""FASB"") issued Accounting Standards Update (""ASU"") No. 2024-03, ""Disaggregation of Income Statement Expenses (Subtopic 220-40)."" The ASU requires public entities to disaggregate, in a tabular presentation, certain income statement expenses into different categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and may be applied retrospectively. We are currently evaluating the impact of adopting the new ASU on our disclosures. In September 2025, the FASB issued ASU No. 2025-06, ""IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements for Internal-Use Software"" to modernize the accounting guidance for the costs incurred to obtain or develop software for internal use. The ASU removes all the references to various stages of a software development project. Under the new guidance, public entities shall begin capitalizing software costs when 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for fiscal years beginning after December 15, 2027, with early adoption …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Related Party Transactions As of June 30, 2026, we owned approximately 11.9% of the common stock outstanding of Tractor. As we are a significant customer of Tractor and maintain board representation, we are accounting for our investment under the equity method. Accordingly, we have identified Tractor as a related party. We purchase product from the supplier for sale to guests in our restaurants. During the three months ended June 30, 2026 and 2025, purchases from the supplier were $15,515 and $13,568, respectively. During the six months ended June 30, 2026 and 2025, purchases from the supplier were $28,889 and $24,982, respectively.

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Revenue Recognition Gift Cards The gift card liability included in unearned revenue on the condensed consolidated balance sheets was as follows: June 30, 2026 December 31, 2025 Gift card liability $ 135,791 $ 174,600 Revenue recognized from the redemption of gift cards that was included in unearned revenue at the beginning of the year was as follows: Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Revenue recognized from gift card liability balance at the beginning of the year $ 15,710 $ 14,629 $ 71,946 $ 67,598 Chipotle Rewards Changes in our Chipotle Rewards liability included in unearned revenue on the condensed consolidated balance sheets were as follows: Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Chipotle Rewards liability, beginning balance $ 67,340 $ 58,389 $ 63,799 $ 56,806 Revenue deferred 60,243 45,690 110,367 87,258 Revenue recognized (47,005) (42,207) (93,588) (82,192) Chipotle Rewards liability, ending balance $ 80,578 $ 61,872 $ 80,578 $ 61,872 Deferred Licensing Revenue The deferred licensing revenue included in unearned revenue on the condensed consolidated balance sheets was as follows: June 30, 2026 December 31, 2025 Deferred licensing revenue $ 2,426 $ 1,976

RevenueFromContractWithCustomerTextBlock

"Segment Reporting We have a single reportable segment, the U.S. segment, that is comprised of our operations in the United States. Segment information is prepared and managed on the same basis as described in our Annual Report on Form 10-K for the year ended December 31, 2025. Our Chief Executive Officer, who is our Chief Operating Decision Maker (""CODM""), does not evaluate asset information by reportable segment as asset information is provided to the CODM on a consolidated basis. Therefore, we do not disclose total assets by our reportable segment. The following table presents selected financial information with respect to our single reportable segment: Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 Food and beverage revenue $ 3,252,958 $ 2,984,846 $ 6,258,048 $ 5,791,920 Delivery service revenue 15,696 15,584 31,141 30,954 U.S. segment total revenue 3,268,654 3,000,430 6,289,189 5,822,874 Less: Food, beverage and packaging 963,680 862,005 1,851,738 1,680,550 Labor 818,024 741,232 1,607,109 1,446,528 Occupancy 168,589 149,967 333,137 295,923 Marketing 99,324 83,044 203,928 168,931 Other operating costs, excluding marketing 389,384 336,679 755,599 658,003 Depreciation and amortization 87,210 82,684 173,161 162,175 Other segment items (1) 25,005 16,637 44,900 29,491 U.S. segment income from operations 717,438 728,182 1,319,617 1,381,273 Reconciliation: Corporate and other unallocated expenses (2) 197,980 172,726 405,324 348,333 Other income from …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Shareholders Equity We have had a stock repurchase program in place since 2008. During the three months ended June 30, 2026 and 2025, we repurchased $630,725 and $435,894 of stock at an average price per share of $32.55 and $50.16, respectively. During the six months ended June 30, 2026 and 2025, we repurchased $1,331,572 and $989,580 of stock at an average price of $34.35 and $52.32, respectively. As of June 30, 2026, we had $1,679,097 authorized for repurchasing shares of our common stock. All shares of common stock that we repurchase are immediately retired and not held as treasury stock. Shares of common stock are netted and surrendered as payment for minimum statutory withholding obligations in connection with the vesting of outstanding stock awards. Shares surrendered by the participants in accordance with the applicable award agreements and plan are deemed repurchased by us but are not part of publicly announced share repurchase programs. During the three months ended June 30, 2026 and 2025, these shares had a total cost of $1,400 and $417, respectively. During the six months ended June 30, 2026 and 2025, these shares had a total cost of $49,397 and $33,319, respectively. …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing