Chipotle Mexican Grill Inc 10-Q for FY2026 Q1
Chipotle Mexican Grill Inc (CMG)
10-Q
2026-04-30
For: 2026-03-31
View Original
Added on
April 30, 2026
About this 10-Q
Chipotle Mexican Grill Inc filed this 10-Q on April 30, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.09B
- up 7.4% from $2.88B a year earlier
- Net income
- $302.82M
- down 21.7% from net income of $386.6M a year earlier
- Diluted EPS
- $0.23
- down 17.9% from $0.28 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________________________________
FORM 10-Q
__________________________________________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 1-32731
__________________________________________________________________________
(Exact name of registrant as specified in its charter)
__________________________________________________________________________
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (949 ) 524-4000
__________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
x | o Accelerated filer | o Non-accelerated filer | Smaller reporting company | 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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
As of April 24, 2026, there were 1,282,734 shares of the registrant’s common stock, par value of $0.01 per share outstanding.
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS
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 | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventory | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Income tax receivable | |||||||||||
| Investments | |||||||||||
| Total current assets | |||||||||||
| Leasehold improvements, property and equipment, net | |||||||||||
| Long-term investments | |||||||||||
| Restricted cash | |||||||||||
| Operating lease assets | |||||||||||
| Other assets | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and shareholders' equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued payroll and benefits | |||||||||||
| Accrued liabilities | |||||||||||
| Unearned revenue | |||||||||||
| Current operating lease liabilities | |||||||||||
| Income tax payable | |||||||||||
| Total current liabilities | |||||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Shareholders' equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
1
CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands, except per share data)
(unaudited)
| Three months ended March 31, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| Food and beverage revenue | $ | $ | |||||||||||||||||||||||||||
| Delivery service revenue | |||||||||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||||||||
| Restaurant operating costs (exclusive of depreciation and amortization shown separately below): | |||||||||||||||||||||||||||||
| Food, beverage and packaging | |||||||||||||||||||||||||||||
| Labor | |||||||||||||||||||||||||||||
| Occupancy | |||||||||||||||||||||||||||||
| Other operating costs | |||||||||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Pre-opening costs | |||||||||||||||||||||||||||||
| Impairment, closure costs, and asset disposals | |||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||||||||
| Interest and other income, net | |||||||||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||||||||
| Provision for income taxes | |||||||||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net of income taxes: | |||||||||||||||||||||||||||||
| Foreign currency translation adjustments | $ | ( | $ | ||||||||||||||||||||||||||
| Comprehensive income | $ | $ | |||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
2
CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
(unaudited)
| Common Stock | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | |||||||||||||||||||||||||||||||
| Stock plan transactions and other | - | - | |||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | - | ( | - | ( | |||||||||||||||||||||||||||||
| Net income | - | - | - | - | |||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net of income taxes | - | - | - | - | |||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | |||||||||||||||||||||||||||||||
| Stock plan transactions and other | - | - | |||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | - | ( | - | ( | |||||||||||||||||||||||||||||
| Net income | - | - | - | - | |||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net of income taxes | - | - | - | - | ( | ( | |||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three months ended March 31, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Operating activities | |||||||||||||||||
| Net income | $ | $ | |||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Deferred income tax provision | ( | ||||||||||||||||
| Impairment, closure costs, and asset disposals | |||||||||||||||||
| Provision for credit losses | ( | ( | |||||||||||||||
| Stock-based compensation expense | |||||||||||||||||
| Other | |||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable | |||||||||||||||||
| Inventory | |||||||||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||||||||
| Operating lease assets | |||||||||||||||||
| Other assets | |||||||||||||||||
| Accounts payable | |||||||||||||||||
| Accrued payroll and benefits | ( | ( | |||||||||||||||
| Accrued liabilities | ( | ||||||||||||||||
| Unearned revenue | ( | ( | |||||||||||||||
| Income tax payable/receivable | |||||||||||||||||
| Operating lease liabilities | ( | ( | |||||||||||||||
| Other long-term liabilities | |||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||
| Investing activities | |||||||||||||||||
| Purchases of leasehold improvements, property and equipment | ( | ( | |||||||||||||||
| Purchases of investments | ( | ( | |||||||||||||||
| Maturities of investments | |||||||||||||||||
| Net cash (used in)/provided by investing activities | ( | ||||||||||||||||
| Financing activities | |||||||||||||||||
| Repurchase of common stock | ( | ( | |||||||||||||||
| Tax withholding on stock-based compensation awards | ( | ( | |||||||||||||||
| Other financing activities | |||||||||||||||||
| Net cash used in financing activities | ( | ( | |||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||||||||
| Net change in cash, cash equivalents, and restricted cash | ( | ( | |||||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | |||||||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | $ | |||||||||||||||
| Supplemental disclosures of cash flow information | |||||||||||||||||
| Income taxes paid/(refunded) | $ | ( | $ | ||||||||||||||
| Purchases of leasehold improvements, property and equipment accrued in accounts payable and accrued liabilities | $ | $ | |||||||||||||||
| Repurchase of common stock accrued in accounts payable and accrued liabilities | $ | $ | |||||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
CHIPOTLE MEXICAN GRILL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollar and share amounts in thousands, unless otherwise specified)
(unaudited)
1. Basis of Presentation and Update to Accounting Policies
In this quarterly report on Form 10-Q, 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 March 31, 2026, we own 4,090 restaurants including 3,983 Chipotle restaurants within the United States, and 107 international Chipotle restaurants. Additionally, we had 14 international partner-operated restaurants. 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. We manage our U.S. operations based on 12 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".
We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by U.S. generally accepted accounting principles for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements, footnotes and management’s discussion and analysis included in our Annual Report on Form 10-K for the year ended December 31, 2025.
2. Recently Issued Accounting Standards
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, "Intangibles—Goodwill and Other—Internal-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 permitted, and can be applied on a prospective, retrospective, or modified prospective basis. We are currently evaluating the impact of adopting the new accounting guidance on our consolidated financial statements.
We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements.
3. Revenue Recognition
Gift Cards
The gift card liability included in unearned revenue on the condensed consolidated balance sheets was as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Gift card liability | $ | $ | |||||||||
5
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 March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenue recognized from gift card liability balance at the beginning of the year | $ | $ | |||||||||||||||||||||
Chipotle Rewards
Changes in our Chipotle Rewards liability included in unearned revenue on the condensed consolidated balance sheets were as follows:
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Chipotle Rewards liability, beginning balance | $ | $ | |||||||||||||||||||||
| Revenue deferred | |||||||||||||||||||||||
| Revenue recognized | ( | ( | |||||||||||||||||||||
| Chipotle Rewards liability, ending balance | $ | $ | |||||||||||||||||||||
Deferred Licensing Revenue
The deferred licensing revenue included in unearned revenue on the condensed consolidated balance sheets was as follows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Deferred licensing revenue | $ | $ | |||||||||
4. Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The carrying value of our cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value because of their short-term nature.
6
The following tables show our cash, cash equivalents, and debt investments by significant investment category:
| March 31, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Adjusted cost | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | Current Investments | Long-term Investments | |||||||||||||||||||||||||||||||||||
| Cash | $ | $ | - | $ | - | $ | $ | $ | - | $ | - | ||||||||||||||||||||||||||||||
| Level 1 | |||||||||||||||||||||||||||||||||||||||||
| Money market funds | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Time deposits | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | - | - | - | ||||||||||||||||||||||||||||||||||||||
| Subtotal | |||||||||||||||||||||||||||||||||||||||||
| Level 3 | |||||||||||||||||||||||||||||||||||||||||
Corporate debt security(1) | - | - | |||||||||||||||||||||||||||||||||||||||
Notes receivable(2) | - | - | |||||||||||||||||||||||||||||||||||||||
| Subtotal | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Adjusted cost | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | Current Investments | Long-term Investments | |||||||||||||||||||||||||||||||||||
| Cash | $ | $ | - | $ | - | $ | $ | $ | - | $ | - | ||||||||||||||||||||||||||||||
| Level 1 | |||||||||||||||||||||||||||||||||||||||||
| Money market funds | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Time deposits | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | - | - | |||||||||||||||||||||||||||||||||||||||
| Corporate debt securities | - | - | - | ||||||||||||||||||||||||||||||||||||||
| Subtotal | |||||||||||||||||||||||||||||||||||||||||
| Level 3 | |||||||||||||||||||||||||||||||||||||||||
Corporate debt security(1) | - | - | |||||||||||||||||||||||||||||||||||||||
Notes receivable(2) | - | - | |||||||||||||||||||||||||||||||||||||||
| Subtotal | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(1)The fair value of the corporate debt security is measured using Level 3 (unobservable) inputs. We determined the fair value for the corporate debt security using an internally-developed valuation model and unobservable inputs include credit and liquidity spreads and effective maturity.
7
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Assets recognized or disclosed at fair value on the condensed consolidated financial statements on a nonrecurring basis include items such as leasehold improvements, property and equipment, certain long-term investments, operating lease assets, other assets, and goodwill. These assets are measured at fair value whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or if there has been an observable price change of a non-marketable equity security.
For the three months ended March 31, 2026 and 2025, nonrecurring fair value measurements resulting in asset impairments were not material.
5. Equity Investments
The following table summarizes our equity investments:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Equity method investments | $ | $ | |||||||||
| Other investments | |||||||||||
| Total | $ | $ | |||||||||
Equity Method Investments
As of March 31, 2026 and December 31, 2025, we owned 6,487 13.5 % of Tractor, and we have invested total cash consideration of $14,872 . As we are a significant customer of Tractor and maintain board representation, we are accounting for our investment under the equity method. As of March 31, 2026, there were no impairment charges associated with this equity method investment. The investment in common stock is included within other assets on the condensed consolidated balance sheets with a carrying value of $15,274 and $15,996 as of March 31, 2026 and December 31, 2025, respectively. Refer to Note 13, "Related Party Transactions" for related party disclosures.
Other Investments
As of March 31, 2026, we held 5,819 shares of the Series B Preferred Stock of Hyphen. Hyphen is a privately held company, and as such, the preferred shares comprising our investment are illiquid and fair value is not readily determinable. As of March 31, 2026, we have recognized a cumulative gain of $6,782 related to our investment in Hyphen. The investment in Series B Preferred Stock is included within long-term investments on the condensed consolidated balance sheet with a carrying value of $31,782
As of March 31, 2026, we owned 766 shares of the Series C Preferred Stock of Nuro, Inc. (“Nuro”). Our investment represents a minority interest and we have determined that we do not have significant influence over Nuro. Nuro is a privately held company, and as such, the preferred shares comprising our investment are illiquid and fair value is not readily determinable. As of March 31, 2026, we have recognized a cumulative net loss of $200 related to our investment in Nuro due to observable transactions. The investment is included within long-term investments on the condensed consolidated balance sheets with a carrying value of $9,800
As of March 31, 2026, we held additional investments in other entities through the Cultivate Next Fund. These additional investments are included within long-term investments on the condensed consolidated balance sheets with a carrying value of $35,364 and $35,484 as of March 31, 2026 and December 31, 2025, respectively.
6. Shareholders’ Equity
We have had a stock repurchase program in place since 2008. During the three months ended March 31, 2026 and 2025, we repurchased $700,847 and $553,686 of stock at an average price per share of $36.14 and $54.15 , respectively. As of March 31, 2026, we had $1,009,822 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 March 31, 2026 and 2025, these shares had a total cost of $47,997 and $32,902 , respectively.
8
7. 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 CEO in August 2024, we granted retention RSUs to key executives. These awards have various vesting terms, and vest over , or three years from the grant date. During the three months ended March 31, 2026 and 2025, expense recognized for the retention RSUs was $2,961 and $11,877 , 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 March 31, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| Stock-based compensation | $ | $ | |||||||||||||||||||||||||||
| Stock-based compensation, net of income taxes | $ | $ | |||||||||||||||||||||||||||
| Total capitalized stock-based compensation included in leasehold improvements, property and equipment, net on the condensed consolidated balance sheets | $ | $ | |||||||||||||||||||||||||||
| Excess tax benefit on stock-based compensation recognized in provision for income taxes on the condensed consolidated statements of income and comprehensive income | $ | $ | |||||||||||||||||||||||||||
.
SOSARs
A summary of SOSAR award activity was as follows (in thousands, except per share data):
| Shares | Weighted-Average Exercise Price per Share | Weighted-Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding, January 1, 2026 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Outstanding, March 31, 2026 | |||||||||||||||||||||||
| Exercisable, March 31, 2026 | |||||||||||||||||||||||
| Vested and expected to vest, March 31, 2026 | |||||||||||||||||||||||
9
Non-Vested Stock Awards (RSUs)
A summary of RSU award activity was as follows (in thousands, except per share data):
| Shares | Weighted-Average Grant Date Fair Value per Share | ||||||||||
| Outstanding, January 1, 2026 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Outstanding, March 31, 2026 | |||||||||||
| Vested and expected to vest, March 31, 2026 | |||||||||||
Non-Vested Performance Stock Awards (PSUs)
A summary of PSU award activity was as follows (in thousands, except per share data):
| Shares | Weighted-Average Grant Date Fair Value per Share | ||||||||||||||||
| Outstanding, January 1, 2026 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Vested | ( | ||||||||||||||||
| Forfeited | ( | ||||||||||||||||
| Outstanding, March 31, 2026 | |||||||||||||||||
| Vested and expected to vest, March 31, 2026* | |||||||||||||||||
*The vested and expected to vest total above represents outstanding base PSUs, adjusted for expected payout amounts in line with current and future estimated performance levels.
8. Income Taxes
The effective income tax rate for the three months ended March 31, 2026, was 25.4 %, an increase from an effective income tax rate of 22.9 % for the three months ended March 31, 2025. The increase was primarily driven by a reduction in tax benefits related to option exercises and equity vesting, fewer tax credits, and other discrete income tax items.
9. Leases
Supplemental disclosures of cash flow information related to leases were as follows:
| Three months ended March 31, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| Cash paid for operating lease liabilities | $ | $ | |||||||||||||||||||||||||||
| Operating lease assets obtained in exchange for operating lease liabilities | $ | $ | |||||||||||||||||||||||||||
| Derecognition of operating lease assets due to terminations or impairment | $ | $ | |||||||||||||||||||||||||||
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10. Earnings Per Share
The following table sets forth the computations of basic and diluted earnings per share (in thousands, except per share data):
| Three months ended March 31, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||||||||
| Shares: | |||||||||||||||||||||||||||||
| Weighted-average number of common shares outstanding (for basic calculation) | |||||||||||||||||||||||||||||
| Dilutive stock awards | |||||||||||||||||||||||||||||
| Weighted-average number of common shares outstanding (for diluted calculation) | |||||||||||||||||||||||||||||
| Basic earnings per share | $ | $ | |||||||||||||||||||||||||||
| Diluted earnings per share | $ | $ | |||||||||||||||||||||||||||
The following stock awards were excluded from the calculation of diluted earnings per share:
| Three months ended March 31, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| Stock awards subject to performance conditions | |||||||||||||||||||||||||||||
| Stock awards that were antidilutive | |||||||||||||||||||||||||||||
| Total stock awards excluded from diluted earnings per share | |||||||||||||||||||||||||||||
11. 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 purported shareholder class action in the U.S. District Court for the Central District of California, alleging that statements and omissions by Chipotle regarding portion sizes were materially false and misleading, resulting in the market price of Chipotle’s stock being artificially inflated during the claimed class period, as well as allegations regarding purportedly improper insider trading by the individual defendants in the case. The case seeks damages on behalf of the purported class in an unspecified amount, interest, an award of reasonable costs and attorneys’ fees, and other relief as determined to be appropriate by the court. On December 18, 2025, the court issued an order granting Chipotle’s motion to dismiss the first amended complaint, with leave to amend, and on January 20, 2026, plaintiffs filed a second amended complaint repeating substantially the same allegations as the original complaints. Chipotle has filed a motion to dismiss the second amended complaint.
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Also as reported in previous SEC filings, two shareholder derivative actions were filed in the U.S. District Court for the Central District of California alleging that members of Chipotle’s Board of Directors and one of its executive officers breached their fiduciary duties by making or allowing Chipotle to make the allegedly false and misleading statements that are the subject of the Stradford matter described above. The complaint further alleges that the defendants breached their fiduciary duties by causing Chipotle to repurchase stock at inflated prices and by engaging in improper insider sales of Chipotle stock. The shareholder derivative actions have been consolidated into a single lawsuit captioned In re Chipotle Mexican Grill, Inc. Stockholder Derivative Litigation, and seeks damages in an unspecified amount as well as interest, an award of reasonable costs and attorneys’ fees, and other relief as determined to be appropriate by the court. The consolidated derivative action has been stayed pending further proceedings in the Stradford matter.
Chipotle intends to continue to defend these cases vigorously, but it is not possible at this time to reasonably estimate the outcome of or any potential liability from these cases.
Accrual for Estimated Liability
In relation to various legal matters, we had an accrued legal liability balance of $18,875 and $11,438 included within accrued liabilities on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.
12. Debt
As of March 31, 2026 and December 31, 2025, we had a $500,000 1.125 0.115 3.0 1.5 no
13. Related Party Transactions
As of March 31, 2026, 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 three months ended March 31, 2026 and 2025, purchases from the supplier were $13,374 and $11,414 , respectively.
14. 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 CEO, 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.
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The following table presents selected financial information with respect to our single reportable segment:
| Three months ended March 31, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| Food and beverage revenue | $ | $ | |||||||||||||||||||||||||||
| Delivery service revenue | |||||||||||||||||||||||||||||
| U.S. segment total revenue | |||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Food, beverage and packaging | |||||||||||||||||||||||||||||
| Labor | |||||||||||||||||||||||||||||
| Occupancy | |||||||||||||||||||||||||||||
| Marketing | |||||||||||||||||||||||||||||
| Other operating costs, excluding marketing | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
Other segment items(1) | |||||||||||||||||||||||||||||
| U.S. segment income from operations | |||||||||||||||||||||||||||||
| Reconciliation: | |||||||||||||||||||||||||||||
Corporate and other unallocated expenses(2) | |||||||||||||||||||||||||||||
Other income from operations(3) | |||||||||||||||||||||||||||||
| Interest and other income, net | |||||||||||||||||||||||||||||
| Total consolidated income before income taxes | $ | $ | |||||||||||||||||||||||||||
(1)Other segment items consist of pre-opening costs, impairment, closure costs, and asset disposals related to the U.S. segment.
(2)Corporate and other unallocated expenses represent corporate overhead expenses that have not been allocated to our reportable segment including general and administrative expenses.
(3)Amounts reflect the net income from operations related to our operations in Canada, Europe and international partner-operated restaurants.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this report are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements about the number of new restaurants we expect to open in 2026, and the number with Chipotlanes, the number of new international partner-operated restaurants we expect to open, our anticipated comparable restaurant sales for 2026, the expected impact of tariffs on our food, beverage and packaging costs during the 2026 second quarter and on an ongoing basis, our expectation to generate positive cash flow for the foreseeable future, our expectations for utilization of cash flow from operations, our ability to manage prices, risks and volatility in our supply chain, our plans for continuing stock buybacks and the volume of buybacks, and the period of time during which our cash and short-term investment will fund our operations. We use words such as “anticipate”, “believe”, “could”, “should”, “may”, “approximately”, “estimate”, “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 report are based on currently available operating, financial and competitive information available to us as of the date of this filing 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.
As of March 31, 2026, we owned 3,983 Chipotle restaurants throughout the United States and 107 international Chipotle restaurants. Additionally, we had 14 international partner-operated restaurants. We manage our U.S. operations based on 12 regions and aggregate our operations to one reportable segment.
Throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” we discuss the following key operating metrics which we believe will drive our financial results and long-term growth model. We believe these metrics are useful to investors because management uses these metrics to assess the growth of our business and the effectiveness of our marketing and operational strategies:
•Comparable restaurant sales
•Food, beverage, and packaging as a percentage of total revenue
•Labor as a percentage of total revenue
•Occupancy as a percentage of total revenue
•Other operating costs as a percentage of total revenue
•New restaurant openings
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First Quarter 2026 Financial Highlights, year-over-year:
•Total revenue increased 7.4% to $3.1 billion
•Comparable restaurant sales increased 0.5%
•Diluted earnings per share was $0.23, a 17.9% decrease from $0.28
Sales Trends. Comparable restaurant sales increased 0.5% for the three months ended March 31, 2026. The increase is attributable to an increase in transactions of 0.6%, partially offset by a 0.1% decrease in average check. Comparable restaurant sales represent the change in period-over-period total revenue for company-owned restaurants in operation for at least 13 full calendar months. Digital sales represented 38.6% of total food and beverage revenue. For full-year 2026, management is anticipating comparable restaurant sales to be about flat.
Restaurant Development. During the three months ended March 31, 2026, we opened 49 company-owned restaurants, which included 42 restaurants with a Chipotlane. We expect to open approximately 350 to 370 restaurants in 2026, which includes 10 to 15 international partner-operated restaurants. We expect around 80% of our new company-owned restaurants will include a Chipotlane.
Restaurant Activity
The following table details company-owned restaurant unit data for the periods indicated.
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Beginning of period | 4,042 | 3,726 | |||||||||||||||||||||
| Openings | 49 | 57 | |||||||||||||||||||||
| Permanent closures | (1) | (2) | |||||||||||||||||||||
| Total at end of period | 4,090 | 3,781 | |||||||||||||||||||||
The following table details partner-operated restaurant unit data for the periods indicated.
| Three months ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Beginning of period | 14 | 3 | |||||||||||||||||||||
| Openings | - | 2 | |||||||||||||||||||||
| Total at end of period | 14 | 5 | |||||||||||||||||||||
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Results of Operations
Our results of operations as a percentage of total revenue and period-over-period change are discussed in the following section.
Revenue
| Three months ended March 31, | Percentage | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | |||||||||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||||||||
| Food and beverage revenue | $ | 3,072.7 | $ | 2,859.8 | 7.4 | % | |||||||||||||||||||||||||||||
| Delivery service revenue | 15.5 | 15.4 | 0.6 | % | |||||||||||||||||||||||||||||||
| Total revenue | $ | 3,088.2 | $ | 2,875.3 | 7.4 | % | |||||||||||||||||||||||||||||
Average restaurant sales (1) | $ | 3.094 | $ | 3.186 | (2.9 | %) | |||||||||||||||||||||||||||||
| Comparable restaurant sales increase/(decrease) | 0.5% | (0.4%) | |||||||||||||||||||||||||||||||||
| Transactions | 0.6% | (2.3%) | |||||||||||||||||||||||||||||||||
| Average check | (0.1%) | 1.9% | |||||||||||||||||||||||||||||||||
| Menu price increase | 0.9% | 2.9% | |||||||||||||||||||||||||||||||||
| Check mix | (1.0 | %) | (1.0 | %) | |||||||||||||||||||||||||||||||
(1)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.
The following is a summary of the change in restaurant sales for the period indicated:
| Three months ended | |||||||||||
| (dollars in millions) | |||||||||||
| For the period ended March 31, 2025 | $ | 2,875.3 | |||||||||
| Change from: | |||||||||||
| Comparable restaurant sales | 14.0 | ||||||||||
| Restaurants not yet in comparable base opened in 2026 | 14.1 | ||||||||||
| Restaurants not yet in comparable base opened in 2025 | 192.0 | ||||||||||
| Closures | (9.1) | ||||||||||
| Other | 1.9 | ||||||||||
| For the period ended March 31, 2026 | $ | 3,088.2 | |||||||||
Food, Beverage and Packaging Costs
| Three months ended March 31, | Percentage | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | |||||||||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||||||||
| Food, beverage and packaging | $ | 913.3 | $ | 838.4 | 8.9 | % | |||||||||||||||||||||||||||||
| As a percentage of total revenue | 29.6 | % | 29.2 | % | 0.4 | % | |||||||||||||||||||||||||||||
Food, beverage and packaging costs increased 0.4% as a percentage of total revenue for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was driven by 0.9% of inflation, primarily from beef and freight, and 0.4% of higher produce usage. These increases were partially offset by 0.7% of lower dairy and avocado costs and, to a lesser extent, a 0.3% benefit from menu price increases.
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Labor Costs
| Three months ended March 31, | Percentage | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | |||||||||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||||||||
| Labor costs | $ | 805.4 | $ | 718.2 | 12.1 | % | |||||||||||||||||||||||||||||
| As a percentage of total revenue | 26.1 | % | 25.0 | % | 1.1 | % | |||||||||||||||||||||||||||||
Labor costs increased 1.1% as a percentage of total revenue for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily driven by a 0.4% impact from costs related to certain legal proceedings, 0.3% from wage inflation, 0.3% from lower average restaurant sales volumes, and 0.2% from higher benefits expense, including performance-based bonuses. These increases were partially offset by a 0.2% benefit from menu price increases.
Occupancy Costs
| Three months ended March 31, | Percentage | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | |||||||||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||||||||
| Occupancy costs | $ | 169.9 | $ | 149.8 | 13.4 | % | |||||||||||||||||||||||||||||
| As a percentage of total revenue | 5.5 | % | 5.2 | % | 0.3 | % | |||||||||||||||||||||||||||||
Occupancy costs increased 0.3% as a percentage of total revenue for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was due to 0.2% of expense associated with new restaurants and 0.1% of expense from existing restaurants.
Other Operating Costs
| Three months ended March 31, | Percentage | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | |||||||||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||||||||
| Other operating costs | $ | 480.6 | $ | 415.2 | 15.8 | % | |||||||||||||||||||||||||||||
| As a percentage of total revenue | 15.6 | % | 14.4 | % | 1.2 | % | |||||||||||||||||||||||||||||
Other operating costs increased 1.2% as a percentage of total revenue for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was due to the impact from several items, primarily 0.4% increase in marketing and promotional activities, 0.2% increase in utilities, and 0.2% higher delivery expense associated with increased delivery sales. This increase was partially offset by a 0.1% benefit from menu price increases.
General and Administrative Expenses
| Three months ended March 31, | Percentage | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | |||||||||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||||||||
| General and administrative expenses | $ | 203.7 | $ | 172.8 | 17.9 | % | |||||||||||||||||||||||||||||
| As a percentage of total revenue | 6.6 | % | 6.0 | % | 0.6 | % | |||||||||||||||||||||||||||||
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The following is a summary of the change in general and administrative expenses for the period indicated:
| Three months ended | |||||||||||
| (dollars in millions) | |||||||||||
| For the period ended March 31, 2025 | $ | 172.8 | |||||||||
| Change from: | |||||||||||
| Conferences, primarily biennial All Managers’ Conference | 23.3 | ||||||||||
| Performance bonuses | 5.9 | ||||||||||
| Wages | 5.1 | ||||||||||
| Restructuring | 2.9 | ||||||||||
| Stock-based compensation, August 2024 retention awards | (8.9) | ||||||||||
| Other | 2.6 | ||||||||||
| For the period ended March 31, 2026 | $ | 203.7 | |||||||||
Depreciation and Amortization
| Three months ended March 31, | Percentage | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | |||||||||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 96.7 | $ | 87.2 | 10.9 | % | |||||||||||||||||||||||||||||
| As a percentage of total revenue | 3.1 | % | 3.0 | % | 0.1 | % | |||||||||||||||||||||||||||||
Depreciation and amortization increased 0.1% as a percentage of total revenue for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Increased depreciation expense was primarily due to new restaurant openings. This was partially offset by the benefit of menu price increases.
Interest and Other Income, Net
| Three months ended March 31, | Percentage | ||||||||||||||||
| 2026 | 2025 | change | |||||||||||||||
| (dollars in millions) | |||||||||||||||||
| Interest and other income, net | $ | 8.7 | $ | 22.3 | (60.7 | %) | |||||||||||
| As a percentage of total revenue | 0.3 | % | 0.8 | % | (0.5 | %) | |||||||||||
Interest and other income, net decreased in dollar terms for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to lower balances of interest bearing securities. The decrease in interest bearing securities is associated with increased repurchases of our common stock.
Provision for Income Taxes
| Three months ended March 31, | Percentage | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | |||||||||||||||||||||||||||||||||
| (dollars in millions) | |||||||||||||||||||||||||||||||||||
| Provision for income taxes | $ | 103.0 | $ | 114.9 | (10.4 | %) | |||||||||||||||||||||||||||||
| Effective income tax rate | 25.4 | % | 22.9 | % | 2.5 | % | |||||||||||||||||||||||||||||
The effective income tax rate increased 2.5% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily driven by a 1.7% reduction in tax benefits related to option exercises and equity vesting, a 0.4% reduction in tax credits, and a 0.4% increase in other discrete income tax items.
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Seasonality
Seasonal factors cause our profitability to fluctuate from quarter to quarter. Historically, our average daily restaurant sales and net income are lower in the first and fourth quarters due, in part, to the holiday season and because fewer people eat out during periods of inclement weather (the winter months) than during periods of mild or warm weather (the spring, summer and fall months). Other factors also have a seasonal effect on our results. For example, restaurants located near colleges and universities generally do more business during the academic year. Seasonal factors, however, might be moderated or outweighed by other factors that may influence our quarterly results, such as unexpected publicity impacting our business in a positive or negative way, disease outbreak, epidemic or endemic, the impact of inflation and consumer sentiment on consumer spending, fluctuations in food or packaging costs, the timing of holidays, or the timing of menu price increases or promotional activities and other marketing initiatives. The number of trading days in a quarter can also affect our results, although, on an overall annual basis, changes in trading days do not have a significant impact.
Our quarterly results are also affected by other factors such as the amount and timing of non-cash stock-based compensation expense and related tax rate impacts, litigation, settlement costs and related legal expenses, impairment charges and non-operating costs, timing of marketing or promotional expenses, the number and timing of new restaurants opened in a quarter, and closure of restaurants. New restaurants typically have higher operating costs following opening because of the expenses associated with their opening and operating inefficiencies in the months immediately following opening. Accordingly, results for a particular quarter are not necessarily indicative of results to be expected for any other quarter or for any year.
Liquidity and Capital Resources
Cash and Investments
As of March 31, 2026, we had a cash and marketable investments balance of $864.4 million, non-marketable investments of $103.4 million, and $35.7 million of restricted cash. After funding the current operations in our restaurants and support centers, the first planned use of our cash flow from operations is to provide capital for the continued investment in new restaurant construction. In addition to continuing to invest in our restaurant expansion, we expect to utilize cash flow from operations to: invest in, maintain, and refurbish our existing restaurants; repurchase additional shares of our common stock subject to market conditions; and for general corporate purposes. As of March 31, 2026, $1.0 billion remained available for repurchases of shares of our common stock. Under the remaining repurchase authorizations, shares may be purchased from time to time in open market transactions, subject to market conditions.
Borrowing Capacity
As of March 31, 2026, we had $500.0 million of undrawn borrowing capacity under a revolving credit facility.
Use of Cash
We believe that cash from operations, together with our cash and investment balances, will be sufficient to meet ongoing capital expenditures, working capital requirements and other cash needs for the foreseeable future. Assuming no significant declines in comparable restaurant sales, we expect we will generate positive cash flow for the foreseeable future.
We have not required significant working capital because guests generally pay using cash or credit and debit cards and because our operations do not require significant receivables or significant inventories, partly due to our use of various fresh ingredients. In addition, we generally have the right to pay for the purchase of food, beverages and supplies sometime after the receipt of those items, generally within ten days, thereby reducing the need for incremental working capital to support our growth.
Cash Flows
Cash provided by operating activities was $651.4 million for the three months ended March 31, 2026, compared to $557.1 million for the three months ended March 31, 2025. The increase was primarily due to timing of tax-related payments, including the receipt of a $64.9 million federal tax refund related to the 2018 tax year. This activity was partially offset by other changes in non-tax operating assets and liabilities.
Cash used in investing activities was $8.1 million for the three months ended March 31, 2026, compared to cash provided by investing activities of $6.1 million for the three months ended March 31, 2025. The change was primarily due to increased capital expenditures of $35.5 million, mainly related to costs associated with new restaurant development and the purchase of new equipment for existing restaurants. This was partially offset by a $17.6 million increase in maturities of investments.
Cash used in financing activities was $747.5 million for the three months ended March 31, 2026, compared to $585.2 million for the three months ended March 31, 2025. The change was primarily due to increased repurchases of common stock of $147.2 million.
19
Critical Accounting Estimates
Critical accounting estimates are those that we believe are both significant and that require us to make difficult, subjective or complex judgments, often because we need to estimate the effect of inherently uncertain matters. We base our estimates and judgments on historical experiences and various other factors that we believe to be appropriate under the circumstances. Actual results may differ from these estimates, and we might obtain different estimates if we used different assumptions or factors. We had no significant changes to our critical accounting estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Commodity Price Risks
We are exposed to commodity price risks. The prices of many of the ingredients we use to prepare our food, as well as our packaging materials, kitchen equipment, construction material and utilities to run our restaurants, are affected by the price of other commodities, exchange rates, trade tariffs, limited sources, geopolitical conflict, animal disease outbreaks, weather, natural disaster, seasonality, availability, and other factors outside our control. We work closely with our suppliers and use a mix of forward pricing protocols under which we agree with our supplier on fixed prices for deliveries at some time in the future, fixed pricing protocols under which we agree on a fixed price with our supplier for the duration of that protocol, formula pricing protocols under which the prices we pay are based on a specified formula related to the prices of the goods, such as spot prices in industry indices, and range forward protocols under which we agree on a price range for the duration of that protocol. Generally, our pricing protocols with suppliers can remain in effect for periods ranging from one to 24 months, depending on the outlook for prices of the particular ingredient. In some cases, we agree to minimum purchase obligations. We work to diversify the number of suppliers and geographic locations for our ingredients, packaging, equipment, construction and utilities, which we believe can help mitigate pricing volatility and supply continuity risks, and we monitor industry news, trade tariffs, exchange rates, foreign demand, weather, geopolitical crises and other world events that may affect our ingredient prices. Increases in ingredient prices could adversely affect our results if we choose for competitive or other reasons not to increase menu prices at the same rate at which ingredient costs increase, or if menu price increases result in guest resistance. We also could experience shortages of key ingredients for many unforeseen reasons, such as crop damage due to natural disasters or inclement weather, if our suppliers decide to close, restrict operations or divert supply to other sales channels, or due to industry-wide shipping and freight delays.
Changing Interest Rates
We are exposed to interest rate risk through interest rate fluctuations on our investments. As of March 31, 2026, we had $1.0 billion in cash and cash equivalents, current and long-term investments, and restricted cash, of which the majority are interest bearing. Changes in interest rates affect the interest income we earn, and therefore impact our cash flows and results of operations.
Foreign Currency Exchange Risk
A portion of our operations consist of activities outside of the U.S. and we have currency risk on the transactions in other currencies and translation adjustments resulting from the conversion of our international financial results into the U.S. dollar. However, a substantial majority of our operations and investment activities are transacted in the U.S., and therefore our foreign currency risk is not material at this date.
ITEM 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As of March 31, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.
Changes in Internal Control over Financial Reporting
There were no changes during the fiscal quarter ended March 31, 2026 in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS
For information regarding legal proceedings, see Note 11. "Commitments and Contingencies" in our condensed consolidated financial statements included in Item 1. “Financial Statements.”
ITEM 1A. RISK FACTORS
For a description of risk factors that could impact our business, including risks and uncertainties related to consumer sentiment and changes in discretionary spending; potential increases in the costs of ingredients and restaurant equipment, including due to tariffs, trade sanctions or taxes; competitor discounting; and macroeconomic and geopolitical conditions, see Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer
The table below reflects shares of common stock we repurchased during the first quarter of 2026.
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2) | ||||||||||||||||||||||
| Purchased 1/1 through 1/31 | 2,020,850 | $ | 39.37 | 2,020,850 | $ | 1,631,111,666 | ||||||||||||||||||||
| Purchased 2/1 through 2/28 | 8,065,054 | $ | 37.69 | 8,065,054 | $ | 1,327,113,407 | ||||||||||||||||||||
| Purchased 3/1 through 3/31 | 9,307,619 | $ | 34.09 | 9,307,619 | $ | 1,009,822,084 | ||||||||||||||||||||
| Total | 19,393,523 | $ | 36.14 | 19,393,523 | ||||||||||||||||||||||
(1)Shares were repurchased pursuant to repurchase authorizations announced on December 8, 2025.
(2)There is no expiration date for this program. The authorization to repurchase shares will end when we have repurchased the maximum amount of shares authorized, or we have determined to discontinue such repurchases.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Adoption or Termination of 10b5-1 Trading Plans
Except as disclosed below, no other Section 16 officer or director, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”) adopted , modified, or terminated
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ITEM 6. EXHIBITS
EXHIBIT INDEX
| Description of Exhibit Incorporated Herein by Reference | ||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Filing Date | Exhibit Number | Filed Herewith | ||||||||||||||
| 10.1† | - | - | - | - | X | |||||||||||||||
| 10.2† | - | - | - | - | X | |||||||||||||||
| 10.3† | - | - | - | - | X | |||||||||||||||
| 31.1 | - | - | - | - | X | |||||||||||||||
| 31.2 | - | - | - | - | X | |||||||||||||||
| 32.1 | - | - | - | - | X | |||||||||||||||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | - | - | - | - | X | ||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | - | - | - | - | X | ||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | - | - | - | - | X | ||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | - | - | - | - | X | ||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | - | - | - | - | X | ||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | - | - | - | - | X | ||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | - | - | - | - | X | ||||||||||||||
| †- Management contracts and compensatory plans or arrangements required to be filed as exhibits. | ||||||||||||||||||||
`
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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 thereunto duly authorized.
| CHIPOTLE MEXICAN GRILL, INC. | ||||||||
| By: | /s/ Matthew R. Bush | |||||||
| Name: | Matthew Bush | |||||||
| Title: | Vice President, Controller (principal accounting officer and duly authorized signatory for the registrant) | |||||||
Date: April 29, 2026
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Exhibit 10.1
CHIPOTLE MEXICAN GRILL, INC.
PERFORMANCE SHARE AGREEMENT
PERFORMANCE SHARE AGREEMENT
Name of Participant:
Target Number of
Performance Shares:
Performance Shares:
Grant Date:
Performance Period: January 1, 2026 – December 31, 2028
Vesting Date: Date of the Performance Certification (as defined below)
This Performance Share Agreement, including the appendices attached hereto (this “Agreement”), dated as of the Grant Date stated above, is delivered by Chipotle Mexican Grill, Inc., a Delaware corporation (the “Company”), to the Participant named above (the “Participant” or “you”).
Recitals
WHEREAS, the Company is awarding you performance shares (“Performance Shares”) representing the right to receive shares of Common Stock of the Company (the “Shares”) on the terms and conditions provided below and pursuant to the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan (the “Plan”). This Agreement and the Performance Shares granted hereunder are expressly subject to all of the terms, definitions and provisions of the Plan. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Plan, as the Plan is in effect on the Grant Date.
WHEREAS, the Compensation, People and Culture Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) has approved this award of Performance Shares (the “Award”).
Agreement
NOW, THEREFORE, the parties hereby agree as follows:
1. Grant of Performance Shares. The Company hereby grants to you the Award with respect to the Target Number of Performance Shares set forth above, pursuant to which you shall be eligible to receive a number of equivalent Shares for each Performance Share that vests, subject to your fulfillment of the vesting and other conditions set forth in this Agreement, including Appendix A hereto, including both:
(a) Certification by the Committee of the extent to which the Performance Goals set forth on Appendix A have been achieved (the “Performance Certification”), if at all, and the satisfaction or occurrence of any additional conditions to vesting set forth on Appendix A, with such Performance Certification occurring on February 15, 2028, which follows the conclusion of the Performance Period; and
(b) Your continuous employment with the Company (subject to the provisions of Section 2) from the Grant Date through the date of Performance Certification (the “Vesting Date”).
2. Effect of Termination of Employment and Change in Control.
(a) Termination of Employment Due to Death, Disability or Retirement. Unless otherwise determined by the Committee, or except as provided in an agreement between you and your Employer, if your employment terminates by reason your death, termination by the Company due to Disability, or Retirement (each as defined below) prior to the Vesting Date, you shall vest in the Performance Shares as follows:
(i) In the event of your Retirement prior to the one-year anniversary of the Grant Date, you shall become vested on the Vesting Date in a pro rata portion of the Performance Shares, determined by multiplying the total number of Performance Shares determined based on actual achievement during the Performance Period of the Performance Goals set forth on Appendix A by a fraction, the numerator of which is the number of days from the Grant Date through your Retirement and the denominator of which is 365.
(ii) In the event of your Retirement on or after the one-year anniversary of the Grant Date, the total number of Performance Shares determined based on actual achievement during the Performance Period of the Performance Goals set forth on Appendix A, without proration, shall become vested on the Vesting Date.
(iii) In the event of your death or termination by the Company due to Disability at any time after the Grant Date, the total number of Performance Shares determined based on actual achievement during the Performance Period of the Performance Goals set forth on Appendix A, without proration, shall become vested on the Vesting Date.
For purposes of this Agreement: “Disability” means your medically-diagnosed, permanent physical or mental inability to perform your duties as an employee of the Company; “Retirement” means that you have a combined Age and Years of Service (each as defined below) of at least 70 and you have done all of the following (w) given the Company at least six (6) months prior written notice of your Retirement; (x) signed and delivered to the Company an agreement providing for such restrictive covenants, as may be determined from time to time by the Committee, based on individual facts and circumstances, to be reasonably necessary to protect the Company’s interests, with such restrictive covenants continuing for a period of two (2) years after such Retirement (or, indefinitely, in the case of confidentiality and similar restrictive covenants), (y) signed and delivered to the Company, within 21 days of the date of your employment termination (or such later time as required under applicable law) an agreement generally releasing all claims against the Company and its affiliates in a form reasonably acceptable to the Company, which is not later revoked, and (z) voluntarily terminated your employment with the Company. The term “Age” means (as of a particular date of determination), your age on that date in whole years and any fractions thereof; and “Years of Service” means the number of years and fractions thereof during the period beginning on your most recent commencement of employment with the Company and ending on the date your employment with the Company terminated. Your refusal to fulfill any of the conditions set forth in (w), (x), (y) or (z) above, your breach of any agreement entered into pursuant to (x) or (y) above, or if, after your Retirement, facts and circumstances are discovered that would have justified your termination for “Cause” (as defined in the Plan) if you were still employed by the Company, shall constitute a waiver by you of the benefits attributable to Retirement under this Agreement.
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(b) Forfeiture of Performance Shares. If your employment terminates prior to the expiration of the Vesting Period for any reason other than death, termination by the Company due to Disability, Retirement or a “Qualifying Termination” (as defined in the Plan), all Performance Shares subject to this Award shall be forfeited and canceled as of the date of such employment termination, unless (i) the Committee determines otherwise, or (ii) a different treatment is provided in a written agreement between you and the Company, or (iii) if you are an “executive officer” of the Company within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended, a different treatment is provided in the Company’s Executive Officer Severance Plan or any other severance plan covering executive officers, as such plan is then in effect. Notwithstanding anything to the contrary in this Section 2, your rights with respect to Performance Shares subject to this Award shall in all events be immediately forfeited and canceled as of the date of your termination of employment for Cause.
(c) Effect of a Change in Control.
(i) Satisfaction of Performance Goals. In the event of a “Change in Control” (as defined in the Plan) prior to the end of a Performance Period, the Performance Period shall end as of the date of the Change in Control and the Performance Goals shall be deemed to have been satisfied at the greater of (A) 100% of the target level, with the potential payout pro-rated based on the time elapsed in the Performance Period through the date of the Change in Control, and (B) the actual level of achievement of the Performance Goals set forth in Appendix A as of the date of the Change in Control, as determined by the Committee, as constituted immediately prior to the Change in Control, without proration.
(ii) Settlement of Award Not Assumed. In the event of a Change in Control prior to the end of a Performance Period pursuant to which the Award is not assumed or continued by the surviving or acquiring corporation in such Change in Control (as determined by the Board or Committee, with appropriate adjustments to the number and kind of shares, in each case, that preserve the value of the Award and other material terms and conditions of this Award as in effect immediately prior to the Change in Control), the Performance Shares shall vest as of the date of the Change in Control, based on the performance level determined in accordance with clause (i) above and shall be settled within 60 days following the Change in Control; provided, however, if the Performance Shares are “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Change in Control is not a “change in control event” within the meaning of Section 409A of the Code or the settlement upon such Change in Control would otherwise be prohibited under Section 409A of the Code, then the Performance Shares shall be settled at the time specified in Section 3.
(iii) Settlement of Award Assumed. In the event of a Change in Control prior to the end of a Performance Period pursuant to which this Award is assumed or continued by the surviving or acquiring corporation in such Change in Control (as determined by the Board or Committee, with appropriate adjustments to the number and kind of shares, in each case, that preserve the value of the Award and other material terms and conditions of this Award as in effect immediately prior to the Change in Control) and either (A) you remain continuously and actively employed by the Company through the end of such Performance Period, (B) you experience a Qualifying Termination or your employment terminates due to death, termination by the Company due to Disability or Retirement following such Change in Control, then in any such case, the Performance Shares shall vest based on the performance level determined in accordance with clause (i) above and shall be settled within 60 days following the earlier to occur of (x) the end of the Performance Period and (y) the date of your death or such termination of employment.
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3. Distribution Upon Vesting. Subject to Sections 2 and 20, as soon as practicable following the expiration of the Performance Period (but no later than March 15th following the expiration of the Performance Period), the Company shall issue or deliver, subject to the conditions of this Agreement, the Shares for the vested Performance Shares to you. The Award may only be settled in Shares. Such issuance or delivery of Shares shall be evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such issuance or delivery, except as otherwise provided in Section 6. Prior to the issuance to you of the Shares subject to the Award, you shall have no direct or secured claim in any specific assets of the Company or in such Shares and will have the status of a general unsecured creditor of the Company.
4. No Shareholder Rights. Neither you nor any person claiming under or through you shall have rights as a holder of Shares (e.g., you have no right to vote or receive dividends) with respect to the Performance Shares granted hereunder unless and until such Performance Shares have been settled in Shares that have been registered in your name as owner. You shall have no beneficial interest or ownership in the vested Shares until the issue or delivery of those vested Shares to you.
5. Dividend Equivalents. Prior to the settlement of the Performance Shares, you shall accumulate dividend equivalents with respect to the Performance Shares, which dividend equivalents shall be paid in cash (without interest) to you only if and when the applicable Performance Shares vest and become payable. Dividend equivalents shall equal the dividends, if any, actually paid with respect to Shares prior to the settlement of the Award while (and to the extent) the Performance Shares remain outstanding and unpaid. In the event you forfeit Performance Shares, you also shall immediately forfeit any dividend equivalents held by the Company that are attributable to the Shares underlying such forfeited Performance Shares.
6. Tax Withholding. As a condition precedent to the issuance of Shares following the vesting of the Performance Shares, you shall, upon request by the Company, pay to the Company such amount as the Company determines is required, under all applicable international, federal, state, local or other laws or regulations, to be withheld and paid over as income or other withholding taxes (the “Required Tax Payments”) with respect to such vesting of the Performance Shares. If you fail to advance the Required Tax Payments after request by the Company, the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to you. Notwithstanding the foregoing, your obligation to advance the Required Tax Payments shall be satisfied by the Company withholding whole Shares that would otherwise be delivered to you upon vesting of the Performance Shares having an aggregate fair market value, determined as of the date on which such withholding obligation arises (the “Tax Date”), equal to the Required Tax Payments; however, if you submit a written request to the Company at least ten (10) days in advance of the Vesting Date, the Company may agree, in its discretion, to permit you to satisfy your obligation to advance the Required Tax Payments by a check or cash payment to the Company. Shares shall be withheld based on the applicable statutory minimum tax rate; however, if you submit a written request to the Company at least ten (10) days in advance of the Vesting Date, the Company (or, in the case of an individual subject to Section 16 of the Securities Exchange Act of 1934, as amended, the Committee) may agree, in its discretion, to withhold shares based on a higher tax rate permitted by applicable withholding rules and accounting rules without resulting in variable accounting treatment. No Share or certificate representing a Share shall be issued or delivered until the Required Tax Payments have been satisfied in full.
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7. Tax Indemnification. Notwithstanding the provisions of Section 6 above, you agree to indemnify the Company and each affiliate, and hold the Company and each affiliate harmless against and from any and all liability for any taxes or payments in respect of taxes (including social security and national insurance contributions, to the extent permitted by applicable law), arising as a result of, in connection with or in respect of the grant of the Award, vesting of the Award and/or the delivery of the Shares pursuant to this Agreement.
8. Repayment; Right of Set-Off. You agree and acknowledge that this Agreement is subject the Company’s Executive Compensation Recovery Policy and any other “clawback,” recoupment or set-off policies in effect on the Grant Date or that the Committee thereafter may adopt. If the Company determines, in its sole discretion, that you have engaged in misconduct that constitutes Cause (as defined in the Plan), you agree that any unvested portion of the Award and/or any vested but unexercised portion of the Award shall be immediately forfeited as of the date the Company determines that you engaged in such misconduct. The foregoing shall not be the Company’s exclusive remedies, which may also include injunctive relief and damages, as applicable. In addition, you agree that in the event the Company, in its reasonable judgment, determines that you owe the Company any amount due to any loan, note, obligation or indebtedness, including but not limited to amounts owed to the Company pursuant to the Company’s policies with respect to travel and business expenses, and if you have not satisfied such obligation, then the Company may instruct the plan administrator to withhold and/or sell Shares acquired by you upon settlement of the Award, or the Company may deduct funds equal to the amount of such obligation from other funds due to you from the Company, to the extent permitted by applicable law.
9. Adjustment of Performance Shares. The number of Performance Shares subject to this Award and the related Performance Goals shall automatically be adjusted in accordance with Section 8 of the Plan to prevent accretion, or to protect against dilution, in the event of a change to the Common Stock resulting from a recapitalization, stock split, consolidation, spin-off, reorganization, or liquidation or other similar transactions.
10. Non-Transferability of Award. Unless the Committee specifically determines otherwise, the Performance Shares may not be transferred by you other than by will or the laws of descent and distribution. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.
11. No Right to Continued Employment or Service. The granting of the Award shall not be construed as granting to you any right to continue your employment or Service with the Company.
12. Amendment of this Award. This Award or the terms of this Agreement may be amended by the Board or the Committee at any time (a) if the Board or the Committee determines, in its reasonable discretion, that amendment is necessary or appropriate to conform the Award to, or otherwise satisfy, any legal requirement (including without limitation the provisions of Section 409A of the Code), which amendments may be made retroactively or prospectively and without your approval or consent to the extent permitted by applicable law; provided that, such amendment shall not materially and adversely affect your rights hereunder; or (b) with your consent.
13. Electronic Delivery and Acceptance. You hereby consent and agree to electronic delivery of any Plan documents, proxy materials, annual reports and other related documents. You also hereby consent to any and all procedures that the Company has established or may establish for an electronic
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signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan), and agree your electronic signature is the same as, and shall have the same force and effect as, your manual signature. You consent and agree that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.
14. Governing Plan Document. The Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of the Award or this Agreement and those of the Plan, the provisions of the Plan shall control.
15. Governing Law. The validity, construction, interpretation and effect of this Agreement shall exclusively be governed by and determined in accordance with the laws of the State of Delaware, without giving effect to conflict of law rules or principles.
16. Entire Agreement. This Agreement and the Plan constitute the entire understanding and agreement between the Company and the Participant with respect to the subject matter contained herein and supersedes any prior agreements, understandings, restrictions, representations, or warranties between the Company and the Participant with respect to such subject matter other than those as set forth or provided for herein.
17. No Fractional Shares. If any terms of this Agreement call for payment of a fractional Performance Share, the number of Performance Shares issuable hereunder will be rounded up to the nearest whole number.
18. No Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.
19. Saving Clause. If any provision of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.
20. Compliance with Section 409A of the Code. This Award is intended to be exempt from or comply with Section 409A of the Code, and shall be interpreted and construed accordingly, and each payment hereunder shall be considered a separate payment. To the extent this Agreement provides for the Award to become vested and be settled upon the Holder’s termination of employment, the applicable shares of Stock shall be transferred to you or your beneficiary upon your “separation from service,” within the meaning of Section 409A of the Code; provided that if you are a “specified employee,” within the meaning of Section 409A of the Code, then to the extent the Award constitutes nonqualified deferred compensation, within the meaning of Section 409A of the Code, such Shares shall be transferred to you or your beneficiary upon the earlier to occur of (i) the six-month anniversary of such separation from service and (ii) the date of your death.
21. Local Law Requirements. Appendix B forms part of the Agreement and contains additional terms and conditions that will apply to you if you reside outside of the United States, are a citizen of a jurisdiction other than the United States or are otherwise subject to tax in jurisdiction outside the United States.
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CHIPOTLE MEXICAN GRILL, INC.
By: /s/ Ilene Eskenazi
Chief Legal and Human Resources Officer
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Appendix A to 2026 Performance Share Agreement
Subject to the terms and conditions of the Agreement and of the Plan, the vesting of the Target Number of Performance Shares (“Target PSUs”) is subject to the performance goals set forth more fully below (the “Performance Goals”) that are measured over four separate time periods set forth below (each individually, a “Measurement Period” and collectively the “Measurement Periods”).
Measurement Periods
| Measurement Period | Measurement Period Start Date | Measurement Period End Date | Portion of Target PSUs Eligible to be Earned | ||||||||
| Year 1 | January 1, 2026 | December 31, 2026 | 30% of Target PSUs | ||||||||
| Year 2 | January 1, 2027 | December 31, 2027 | 30% of Target PSUs | ||||||||
| Year 3 | January 1, 2028 | December 31, 2028 | 30% of Target PSUs | ||||||||
| Years 1 – 3 (Cumulative) | January 1, 2026 | December 31, 2028 | 10% of Target PSUs | ||||||||
Performance Goals
The amount of Target PSUs that will vest, if any, will depend on two factors: (1) the extent of the Company’s achievement of the Performance Goals based on Adjusted Operating Income (“Adjusted OI”), measured over the Measurement Periods, and (2) application of a modifier based on the Company’s Relative Total Shareholder Return (“TSR”) compared to the S&P 500 Consumer Discretionary Index (the “TSR Modifier”), each as defined below.
The determination of the Target PSUs earned under this Award, if any, is a two-step process:
Step 1: Calculate the Preliminary Earned PSUs, as defined below, based on Adjusted OI performance over the Measurement Periods.
Step 2: Calculate the Final Earned PSUs by multiplying the Preliminary Earned PSUs by the TSR Modifier.
Definitions
“Adjusted OI” is calculated as the Company’s total revenue, less (i) food, beverage and packaging costs, (ii) labor costs, (iii) occupancy costs, (iv) other operating costs, and (v) general and administrative expenses, as reported in the Company’s consolidated statements of income prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as in effect on January 1, 2026, adjusted in each Measurement Period to exclude:
•non-GAAP expenses, as permitted to be excluded pursuant to the Company’s Non-GAAP Financial Measure Policy, as that Policy is in effect on the Grant Date and provided contemporaneously with this Agreement;
•stock-based compensation expense associated with PSUs;
•compensation expense related to performance above or below target pursuant to the Company’s Annual Incentive Plans (AIP) and standard budgeting procedures for the applicable Measurement Period; and
•costs and expenses related to the following Company-sponsored conferences: All Managers Conference and Field Leader Conference
“2026 OI Dollars” equals Adjusted OI for fiscal year 2026.
“2027 OI Growth” equals the rate of Adjusted OI growth from 2026 to 2027 (i.e., (Adjusted OI for fiscal year 2027 minus Adjusted OI for fiscal year 2026) ÷ Adjusted OI for fiscal year 2026).
“2028 OI Growth” equals the rate of Adjusted OI growth from 2027 to 2028 (i.e., (Adjusted OI for fiscal year 2028 minus Adjusted OI for fiscal year 2027) ÷ Adjusted OI for fiscal year 2027).
“Cumulative OI Dollars” equals the sum of Adjusted OI for 2026 plus Adjusted OI for 2027 plus Adjusted OI for 2028.
Step 1: Adjusted OI and Preliminary Earned PSUs
For each Measurement Period, the number of Shares that can be earned is equal to the Target PSUs multiplied by the Weighting Factor multiplied by the Payout Percentage corresponding to the respective performance goal and level of performance for each Measurement Period indicated in the Payout Table below:
| Adjusted Operating Income Payout Table | |||||||||||||||||||||||
| Payout Percentage | |||||||||||||||||||||||
| Measurement Period | Weighting Factor | 50% | 75% | 100% | 133% | 200% | 250% | ||||||||||||||||
| Year 1: 2026 OI Dollars (in millions) | 30% | $* | $* | $* | $* | $* | $* | ||||||||||||||||
| Year 2: 2027 OI Growth (as YOY %) | 30% | *% | *% | *% | *% | *% | *% | ||||||||||||||||
| Year 3: 2028 OI Growth (as YOY %) | 30% | *% | *% | *% | *% | *% | *% | ||||||||||||||||
| Year 1 – 3: 2026 – 2028 Cumulative OI Dollars (in millions) | 10% | $* | $* | $* | $* | $* | $* | ||||||||||||||||
* The specific targets were approved by the Compensation, People and Culture Committee of Chipotle’s Board of Directors and are contained in the minutes of the meeting at which this Performance Share Award was approved.
If the level of performance falls between two stated performance levels in the Payout Table, the Payout Percentage shall be determined using straight-line interpolation.
A-2
“Preliminary Earned PSUs” will be determined using the following formula:
Year 1: Target Number of Performance Shares x 30% Weighting Factor x Payout Percentage (based on 2026 actual Adjusted OI)
+
Year 2: Target Number of Performance Shares x 30% Weighting Factor x Payout Percentage (based on YOY actual growth from 2026 to 2027)
+
Year 3: Target Number of Performance Shares x 30% Weighting Factor x Payout Percentage (based on YOY actual growth from 2027 to 2028)
+
Years 1 – 3: Target Number of Performance Shares x 10% Weighting Factor x Payout Percentage (based on actual cumulative Adjusted OI in 2026, 2027 and 2028)
The number of Preliminary Earned PSUs may range from zero to 250% of the Target Number of Performance Shares; in no event may the Preliminary Earned PSUs be more than 250% of the Target Number of Performance Shares.
Any Target PSUs that fail to be earned in a Measurement Period based on the satisfaction of the Performance Goal for that Measurement Period shall be forfeited.
Step 2: TSR Modifier and Final Earned PSUs
After the end date of the final Measurement Period, the number of Preliminary Earned PSUs in aggregate for all Measurement Periods in accordance with Step 1 above, if any, shall be adjusted by applying a TSR Modifier. The TSR Modifier is based on the Company’s relative TSR percentile rank for the time period from the Year 1 Measurement Period Start Date to the Year 3 Measurement Period End Date compared to the TSR of the S&P 500 Consumer Discretionary Index using the table below:
| Relative TSR Percentile Against S&P 500 Consumer Discretionary Index | TSR Modifier | ||||
0th - ≤15th %ile | *% | ||||
>15th - ≤35th %ile | *% | ||||
>35th - <65th %ile | *% | ||||
≥65th - <85th %ile | *% | ||||
≥85th – 100th %ile | *% | ||||
* The specific targets were approved by the Compensation, People and Culture Committee of Chipotle’s Board of Directors and are contained in the minutes of the meeting at which this Performance Share Award was approved.
“Final Earned PSUs” is calculated using the following formula:
Final Earned PSUs = Preliminary Earned PSUs x TSR Modifier
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The number of Final Earned PSUs may range from zero to 300% of the Target PSUs; in no event may the Final Earned PSUs be more than 300% of the Target PSUs.
For all Measurement Periods subject to this Grant, the peer group (the “Peer Group”) consists of the shares of the companies that are included in the S&P 500 Consumer Discretionary Index (the “Index”) at the Measurement Period Start Date of the Year 1 Measurement Period. TSR for a constituent company will be negative one hundred percent (-100%) if during the Measurement Periods it: (i) files for bankruptcy, reorganization, or liquidation under any chapter of the U.S. Bankruptcy Code; (ii) is the subject of an involuntary bankruptcy proceeding that is not dismissed within 30 days; (iii) is the subject of a stockholder approved plan of liquidation or dissolution; or (iv) ceases to conduct substantial business operations. A constituent company will be excluded from the TSR calculation if it is acquired, taken private or delisted (independent of situations covered in (i) through (IV) above) during the Measurement Periods.
The calculation of the TSR for purposes of determining the TSR Modifier is the average daily closing price per share for the last twenty (20) trading days of the Year 3 Measurement Period (the “Ending Stock Price”) minus the average daily closing price per share for the first twenty (20) trading days immediately following and including the Year 1 Measurement Period Start Date (the “Beginning Stock Price”), plus Reinvested Dividends, with the resulting amount divided by the Beginning Stock Price. “Reinvested Dividends” will be calculated by multiplying (i) the aggregate number of shares (including fractional shares) that could have been purchased during the Measurement Periods had each cash dividend paid on a single share during that period been immediately reinvested in additional shares (or fractional shares) at the closing selling price per share on the applicable dividend payment date by (ii) the average daily closing price per share calculated for the entire duration of the Measurement Periods. Each of the foregoing amounts will be equitably adjusted for stock splits, stock dividends, recapitalizations and other similar events affecting Shares of the Company and the shares of the companies in the Peer Group. For companies in the Peer Group that are not on a calendar fiscal year, the TSR modifier will be measured consistently with the Company’s calendar fiscal year. For the avoidance of doubt, the TSR Modifier formula is:
TSR = (Ending Stock Price – Beginning Stock Price) + Reinvested Dividends
Beginning Stock Price
Potential Force-Majeure Related Adjustments
Notwithstanding the foregoing, if the Committee (i) certifies that a Force Majeure Event has occurred, and (ii) determines that the Company’s actual Adjusted OI has been Significantly Impacted for three or more months in a 12-month period, then the Committee shall, for each month Significantly Impacted by the Force Majeure event: (a) exclude the actual Adjusted OI from the calculation of Adjusted OI for any impacted Measurement Period, and (b) exclude Trended Adjusted OI from the Payout Table for any impacted Measurement Period.
Definitions of applicable terms are set forth below, and for purposes of the Force Majeure Related Adjustment, Adjusted OI is calculated on a monthly basis.:
“Force Majeure Event” is an extraordinary event or circumstance, such as an act of God, war or war-like conditions, widespread riots or civil disorder, acts of terrorism, cyber or ransomware attacks, widespread strikes, lockouts, or labor disruptions, government mandate, embargo, fire, flood, earthquake or other
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nature disaster, epidemic, pandemic or other similar occurrence beyond the reasonable control of the company. Any Force Majeure Related Adjustment will not exceed 12 months in duration.
“Baseline Adjusted OI” is calculated on a monthly basis as the Adjusted OI Growth Rate, multiplied by the actual Adjusted OI for that same month in the prior year.
“Adjusted OI Growth Rate” is calculated as the average of the actual Adjusted OI for the three months immediately before the month in which the Force Majeure Event occurs (the “test months”), divided by the average of the actual Adjusted OI for the same three tests months in the prior 12-month period.
“Significantly Impacted” means actual Adjusted OI falls below Baseline Adjusted OI by 10% or more.
“Trended Adjusted OI” is calculated on a monthly basis as the OI Growth Rate, multiplied by actual Adjusted OI for that same month in the prior year.
Other Provisions
The Committee shall have authority to make any determinations regarding questions arising from the application of the provisions of this Appendix, which determination shall be final, conclusive and binding on you and the Company.
If the Committee determines, after granting the Performance Share Award, that there has been a change in law or accounting rules that impacts the calculation of Adjusted OI as set forth in this Appendix A, the Committee shall modify the Adjusted OI measure, in whole or in part, as it deems appropriate and equitable in its discretion to reflect the impact of such events that were not determinable or considered at the Grant Date. For the avoidance of doubt, no adjustments otherwise authorized under Section 8 of the Plan shall be made with respect to the Performance Shares except as specifically provided in this Appendix A.
Performance Shares that are earned under this Appendix A shall only be issued to the Participant to the extent that the continued employment conditions set forth in the Performance Share Agreement have been satisfied.
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Appendix B to Performance Share Agreement
Country-Specific Addendum
1.This Addendum includes additional country-specific notices, disclaimers, and/or terms and conditions that apply to individuals who are working or residing in the countries listed below and that may be material to your participation in the Plan. However, because foreign exchange regulations and other local laws are subject to frequent change, you are advised to seek advice from his or her own personal legal and tax advisor prior to accepting an Award.
2.If you are a citizen or resident of a country, or otherwise subject to tax in another country other than the one in which you are currently working and/or residing, if you transfer to another country after the date of grant of the Award, or if you are considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall be applicable to you.
3.The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your acceptance of the Award or participation in the Plan.
4.Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan and the Agreement. This Addendum forms part of the Agreement and should be read in conjunction with the Agreement and the Plan.
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Canada
1. Application. This Addendum shall apply to you if (a) you are employed in, resident in, a citizen of, or otherwise subject to tax in Canada (a “Canadian Participant”); or (b) in circumstances where the Company, in exercising its discretion in accordance with paragraph 2 of the Country-Specific Addendum, determines this Addendum shall apply to you.
2. Use of Information. For the purposes of managing and administering the arrangements under this Agreement, you acknowledge and agree the Company may share basic information such as information concerning your eligibility, grants, settlement or vesting in accordance with this Agreement with and between the Company’s affiliates. You also acknowledge and agree that the Company may also share this information with service providers that may assist in administering the arrangements under this Agreement, as well as with relevant government authorities. All such affiliates and service providers will be required to: (a) maintain this information as confidential; (b) use the information solely for the performance of their functions in respect of the Plan; and (c) otherwise handle the information in accordance with applicable privacy laws and the Company’s privacy policy. You may obtain further information about the Company’s use of service providers located outside of Canada by contacting the Company’s privacy officer.
3. Foreign Asset/Account Reporting Information. A Canadian Participant may be required to report his or her foreign property on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds a certain threshold at any time in the year. Foreign property includes Shares acquired under the Plan. If Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of such Shares. The ACB ordinarily would equal to the fair market value of the Shares at the time of acquisition, but if a Canadian Participant owns other Shares, this ACB may have to be averaged with the ACB of their other Shares. The form T1135 generally must be filed by April 30 of the following year.
4. Forfeiture of Unvested PSUs. For Canadian Participants, Section 2(c) is replaced with the following:
If your employment terminates prior to the Vesting Date for any reason other than death, termination of your employment by the Company due to Disability, Retirement or a Qualifying Termination, this Award will be forfeited and canceled as of the date you are no longer Actively Employed, unless (i) the Committee determines otherwise, or (ii) a different treatment is provided in a written agreement between you and the Company, or (iii) if you are an “executive officer” of the Company within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended, a different treatment is provided in the Company’s Executive Officer Severance Plan or any other severance covering executive officers, as such plan is then in effect. “Actively Employed” means, that you are employed with the Company and includes (A) any period of paid time off or other approved leave of absence, and (B) if and only to the extent required to comply with the minimum standards of the applicable employment standards legislation, the last day of the applicable minimum statutory notice period applicable to you pursuant to the applicable employment standards legislation, if any, but does not include any additional common law or contractual notice period that exceeds the applicable minimum statutory notice period. Notwithstanding anything to the contrary in this Section 2, your rights with respect to this Award, whether vested or unvested, shall in all events be immediately forfeited and canceled as of the date of you are no longer Actively Employed due to a termination of employment for Cause (as defined above). For greater certainty, following the date on which you are no longer Actively
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Employed, you shall have no rights with respect to any further grants of Performance Shares. Furthermore, you shall have no claim for lost Performance Shares or benefits under this Agreement or for damages in lieu of such lost Performance Shares or benefits.
5. Repayment; Right of Set-Off. For Canadian Participants, Section 8 is replaced with the following:
Repayment; Right of Set-Off. You agree and acknowledge that this Agreement is subject the Company’s Executive Compensation Recoupment Policy and any other “clawback,” recoupment or set-off policies in effect on the Grant Date or that the Committee thereafter may adopt. If the Company determines, in its sole discretion, that you have engaged in misconduct that constitutes Cause, you agree that any unvested portion of the Award shall be immediately forfeited as of the date you are no longer Actively Employed with the Company.
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France
1.Application. This Addendum shall apply to you if (a) you are employed in, resident in, a citizen of, or otherwise subject to tax in France or (b) in circumstances where the Company, in exercising its discretion in accordance with paragraph 2 of the Country-Specific Addendum, determines this Addendum shall apply to you.
2.To the extent that you are an employee based in France, the definition of “Disability” shall be revised in its entirety as follows:
“Disability” means your physical or mental inability to perform any work within the Company (or your employing entity to the extent you are employed by an affiliate of the Company), as assessed by the occupational doctor (médecin du travail), or, in the event of a partial inability, the inability for the Company (or your employing entity to the extent you are employed by an affiliate of the Company) to provide you with a position that satisfies the occupational doctor’s requirements.
3.Sections 2(b)(i)(A) and 2(b)(i)(B) of the Agreement (including the definition of “Retirement”) and any reference to Retirement in the Agreement shall not apply, and no vesting in the event of Retirement will be provided under the Agreement.
4.To the extent that you are an employee based in France, Section 2(b) of the Agreement is revised in its entirety as follows:
Forfeiture of Performance Shares. If your employment terminates prior to the expiration of the Vesting Period for any reason other than death, termination by the Company (or your employing entity to the extent you are employed by an affiliate of the Company) due to Disability or a dismissal for economic reasons (licenciement pour motif économique), all Performance Shares subject to this Award shall be forfeited and canceled as of the date of such employment termination, unless (i) the Committee determines otherwise, or (ii) a different treatment is provided in a written agreement between you and the Company.
5.To the extent that you are an employee based in France, Section (2)(c)(iii) is revised in its entirety as follows:
Settlement of Award Assumed. In the event of a Change in Control prior to the end of a Performance Period pursuant to which this Award is assumed or continued by the surviving or acquiring corporation in such Change in Control (as determined by the Board or Committee, with appropriate adjustments to the number and kind of shares, in each case, that preserve the value of the Award and other material terms and conditions of this Award as in effect immediately prior to the Change in Control) and either (A) you remain continuously employed by the Company (or your employing entity to the extent you are employed by an affiliate of the Company) through the end of such Performance Period, (B) you experience a dismissal for economic reasons or your employment terminates due to death or termination by the Company (or your employing entity to the extent you are employed by an affiliate of the Company) due to Disability following such Change in Control, then in any such case, the Performance Shares shall vest based on the performance level determined in accordance with clause (i) above and shall be settled within 60 days following the earlier to occur of (x) the end of the Performance Period and (y) the date of your death or such termination of employment.
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6.Section 7 (Tax Indemnification) of the Agreement is not applicable to employees based in France.
7.The second and third sentences of Section 8 of the Agreement are not applicable to employees based in France.
8.To the extent that you are an employee based in France, Section 15 (Governing Law) of the Agreement shall be revised in its entirety as follows:
Governing Law. The validity, construction, interpretation and effect of this Agreement shall exclusively be governed by and determined in accordance with the laws of France.
9.Language Consent. By accepting the Plan, you confirm that you have read and understood the documents relating to this grant (the Plan and any agreement, including this Addendum) which were provided in English language. You accept the terms of those documents accordingly. En acceptant le Plan, vous confirmez avoir lu et compris les documents relatifs à cette attribution (le Plan et tout autre accord, y compris cette Annexe), lesquels vous ont été transmis en langue anglaise. Vous acceptez les termes de ces documents en connaissance de cause.
10.Securities Law Information: No “offer of securities to the public,” within the meaning of French and EU law, has taken place, nor will take place, in the French territory in connection with the grant of this Award. The Agreement has not been, nor will it be, registered with, or approved by, the French Autorité des marchés financiers, and does not constitute, nor is covered by, a public offering prospectus (“La présente attribution ne donne pas lieu à un prospectus soumis à l’approbation de l’Autorité des marches financiers”). Participants receive this Award for their own account (“compte propre”).
11.Foreign Asset/Account Reporting Information: If you hold cash or Shares outside of France or maintain a foreign bank or brokerage account (including accounts that were opened and closed during the tax year), you are required to report such assets and accounts to the French tax authorities on an annual basis on a specified form, together with your income tax return. Failure to complete this reporting can trigger significant penalties.
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Germany
1.Application. This Addendum shall apply to you if (a) you are employed in, resident in, a citizen of, or otherwise subject to tax in Germany or (b) in circumstances where the Company, in exercising its discretion in accordance with paragraph 2 of the Country-Specific Addendum, determines this Addendum shall apply to you.
2.Terms and Conditions. For the avoidance of doubt, Required Tax Payments and taxes covered by the tax indemnification rule of Section 7 shall also include German wage tax (Lohnsteuer), German solidarity surcharge (Solidaritätszuschlag) and church tax (Kirchensteuer).
3.Data Privacy.
(a)You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Agreement by and among, as applicable, your employing entity or contracting party and the Company for the exclusive purpose of implementing, administering and managing your participation in the Plan.
(b)You understand that the Company holds certain personal information about you, including, but not limited to, your name, home address and telephone number, work location and phone number, date of birth, hire date, details of all Awards or any other entitlement to the Award awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Personal Data”). You understand and consent that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country, the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Personal Data by contacting your local human resources representative. You herewith authorize the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan. You understand that Personal Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan and any potential claim. You understand that you may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data, request a correction to the Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand, however, that refusing or withdrawing your consent may affect the ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
4.Notifications. Every person domiciled in Germany is obligated to report the receipt of amounts in excess of EUR 12,500 from or on account of a foreigner and the payment of amounts in excess of EUR 12,500 to or for the account of a foreigner to Deutsche Bundesbank using the published form.
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United Kingdom
1.Application. This Addendum shall apply to you if (a) you are employed in, resident in, a citizen of, or otherwise subject to tax in the United Kingdom or (b) in circumstances where the Company, in exercising its discretion in accordance with paragraph 2 of the Country-Specific Addendum, determines this Addendum shall apply to you. Awards granted under this Addendum to the Agreement may be granted only to the bona fide employees or former employees of the Company and its Subsidiaries as defined for the purposes of the “employee share schemes” exemption under Article 60(2) of the UK Financial Services and Markets Act (Financial Promotion) Order 2005/1529, and “Employee” shall be interpreted accordingly for the purposes of the Agreement. For the avoidance of doubt, the words “(ii) Non-Employee Director or (iii) Consultant”, “or consultancy” and “or providing services” shall be deleted from the definition of “Eligible Person” in the rules of the Plan for the purposes of this Addendum.
2.Recovery of Tax. In the event that you have failed to make arrangements under Section 6 of the Agreement for the amount so indemnified under Section 7 of the Agreement, you shall pay to the Company or Subsidiary, as applicable, (or such other affiliate, as the case may be) the balance of any Required Tax Payments then due in cash promptly on written demand and in any event within 60 days from the date on which any relevant amount indemnified under Section 7 of the Agreement is due to be accounted for to the applicable tax authority, failing which you shall also be liable to account to the Company or any Subsidiary for any additional liability that may arise to the Company or such other affiliate as a result of the operation of Section 222 of ITEPA.
3.Retirement. For the purposes of this Addendum, Sections 2(b)(i)(A) and 2(b)(i)(B) of the Agreement (including the definition of “Retirement”) and any reference to Retirement in the Agreement shall not apply, and no vesting in the event of Retirement will be provided under the Agreement.
4.Cause. The definition of “Cause” in Section 2(c) of the Agreement shall be amended to include the following additional ground for termination:
(aa) any other circumstances in which the Company has the right to terminate your employment without notice.
5.Tax Election. You may be required, as a condition of the grant or vesting of an Award granted under the Agreement, to enter into an election under section 431 of the Income Tax (Earnings and Pensions) Act 2003 before or within 14 days after the acquisition of Shares in connection to the Award.
6.Data Protection.
(a)Purposes and Legal Bases of Processing: You acknowledge that the Company processes personal data about you, including, but not limited to, your name, email address, job title, and any award granted to you (“Data”) for the operation or administration of the Plan (“Purposes”) and is the controller for the processing of such Data in connection with the Purposes. The legal basis for the processing of Data by the Company is (i) the necessity of the processing for the Company to perform its contractual obligations in connection with the Purposes, and (ii) the Company’s legitimate business interests in managing the Plan and administering Awards. You understand that, as a consequence of refusing to provide Data, the Company may not be able to allow you to participate in the Plan, or grant or maintain Awards.
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However, your participation in the Plan is purely voluntary. Additionally, where the Company processes special categories of personal data, as defined under (i) the UK General Data Protection Regulation as defined by the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, (ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003, and / or (iii) any other applicable data protection or privacy laws, regulations, or regulatory requirements, guidance and codes of practice applicable to the processing of personal data (as amended and/or replaced from time to time) (“Data Protection Laws”), the condition applicable to the lawfulness of such processing is the necessity of the Company to carry out the obligations imposed on it in the field of employment, social security and social protection law.
(b)Data Sharing: The Company may share the Data in connection with the Purposes with (i) the Company and its Subsidiaries, (ii) any trustee of any employee benefit trust operated in conjunction with the Plan, (iii) a third party broker, registrar, advisor, or administrator, and (iv) a future purchaser of the Company or any of its Subsidiaries.
(c)International Data Transfers: For transfers of Data from the UK to a third country (as defined under Data Protection Laws), the Company will ensure that any such transfers are made in accordance with the UK International Data Transfer Agreement or UK Addendum to the EU Standard Contractual Clauses to ensure that such transfers are safeguarded in accordance with Data Protection Laws.
(d)Privacy Notice: Further information on how the Company processes Data and the your rights in relation to the processing of Data are set out in the Company’s UK data protection policy, as updated and amended from time to time, which is available on Chiplinks on the “Policies” page under “Europe > Privacy.”
7.Tax Indemnification. Section 7 of the Agreement shall be revised in its entirety as follows:
Notwithstanding the provisions of Section 6 above, you agree to indemnify the Company and each affiliate, and hold the Company and each affiliate harmless against and from any and all liability for any taxes or payments in respect of taxes (including social security and national insurance contributions, to the extent permitted by applicable law), arising as a result of, in connection with or in respect of the grant of the Award, vesting of the Award and/or the delivery of the Shares pursuant to this Agreement, including but not limited to: (i) the assignment, forfeiture, surrender, release of, the receipt of any benefit in connection with or the release or variation of any right or restriction attaching to the Award or Shares; (ii) the disposal of the Award or Shares; (iii) the operation of Part 7A ITEPA 2003 with respect to this Agreement, the Award or the Shares; and (iv) any amount due under PAYE (pay as you earn) in respect of the Award or Shares, including any failure by you to make good such an amount within the time limit specified in section 222 of ITEPA 2003.
8.Terms of Employment. The Plan and the Agreement do not form part of your contract of employment. If you cease to be employed by the Company or any of its Subsidiaries for any reason (including as a result of a repudiatory breach of contract by your employer, the Company or any of its Subsidiaries) you shall not be entitled, and, by participating in the Plan, you shall be deemed irrevocably to have waived any entitlement, by way of compensation for loss of employment, breach of contract or otherwise to any sum or other benefit (unless provided for in the Plan or the Agreement) to compensate
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you for any rights or prospective rights under the Plan. This exclusion applies equally (and without limitation) to any loss arising from the way in which discretion is (or is not) exercised under the Plan even if the exercise (or non-exercise) of such discretion is, or appears to be, irrational or perverse or breaches, or is claimed to breach, any implied term of the Plan or any other contract between you and your employer.
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Exhibit 10.2
TRANSITION AGREEMENT
THIS TRANSITION AGREEMENT (this “Agreement”) is entered into as of the first date on the signature page hereto (which shall be no earlier than the Transition Date (defined below)), by and between Chipotle Mexican Grill, Inc. (the “Company”) and Chris Brandt (“Executive”). Executive and the Company are individually referred to herein as a “Party” and collectively as the “Parties.”
R E C I T A L S
WHEREAS, Executive has served as the Company’s President, Chief Brand Officer;
WHEREAS, effective as of January 12, 2026 (the “Transition Date”), Executive shall relinquish Executive’s role as the Company’s President, Chief Brand Officer and any other position Executive may hold with the Company or any of its subsidiaries or affiliates and shall transition to the role of Senior Advisor;
WHEREAS, Executive’s employment with the Company and any other position Executive may hold with the Company or any of its subsidiaries or affiliates shall terminate as of July 1, 2026 (the “Qualifying Termination Date”);
WHEREAS, the Parties now wish to document and make arrangements pertaining to the changes to the terms of Executive’s employment with the Company and subsequent termination of their employment relationship and to resolve, fully and finally, all outstanding matters between them; and
WHEREAS, Executive’s execution and non-revocation of this Agreement is a condition for receiving payments and benefits under the Chipotle Mexican Grill, Inc. Executive Officer Severance Plan (the “Plan”), as described in Section 4 of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
AGREEMENT
1.CHANGE IN ROLE. Effective as of the Transition Date, Executive shall relinquish Executive’s current position as the President, Chief Brand Officer of the Company and any other position Executive may hold with the Company or any of its subsidiaries or affiliates and shall thereafter continue to be employed by the Company in a non-executive officer position as a Senior Advisor. While serving as a Senior Advisor, Executive shall continue to report to the Company’s Chief Executive Officer, and shall provide advice and assistance to the Chief Executive Officer and other Company executives on various aspects of the Company’s business, finance and strategy. During the period beginning on the Transition Date and continuing through the Qualifying Termination Date (the “Advisory Period”), Executive shall continue to receive payment of Executive’s base salary and shall remain eligible to participate in the Company’s health and welfare and retirement plans in accordance with the terms of such plans but shall not, and shall cease to be eligible to, receive any awards under the Company’s equity plan or other long-term incentive programs and shall not be eligible to receive any salary increase in 2026 or an annual bonus in respect of 2026 under the Company’s annual cash incentive bonus program. During the Advisory Period, Executive shall remain eligible to vest in the portion of any outstanding Company equity award granted to Executive prior to the Transition Date that is scheduled to vest prior to the Qualifying Termination Date in accordance with the terms of the underlying Company equity plan and applicable award agreements. During the Advisory Period, Executive shall not, except as authorized by the Chief Executive Officer of the Company, represent Executive to be associated with the Company or any of its subsidiaries or affiliates in the capacity of an officer or director. Notwithstanding Executive’s
resignation from all positions held by Executive, Executive shall continue to be entitled to all indemnification and liability insurance benefits provided to Executive as an employee or officer of the Company or of any of its subsidiaries or affiliates pursuant to the Company’s Amended and Restated Bylaws, any indemnification agreement between the Company and Executive and applicable law.
2.EXECUTIVE’S SEPARATION. Executive’s last day of employment with the Company shall be the Qualifying Termination Date. As of the Qualifying Termination Date, Executive irrevocably resigns from all positions with the Company and its subsidiaries then-held by Executive, including as Senior Advisor. Executive agrees to execute any and all documents necessary to effect such resignations including the resignation letter set forth in Appendix A. Executive agrees that, following the Qualifying Termination Date, Executive will not represent Executive to be associated in any capacity with the Company or any of its subsidiaries or affiliates. Notwithstanding Executive’s resignation from all positions held by Executive, Executive shall continue to be entitled to all indemnification and liability insurance benefits provided to Executive as an employee or officer of the Company or of any of its subsidiaries or affiliates pursuant to the Company’s Amended and Restated Bylaws, any indemnification agreement between the Company and Executive and applicable law.
3.ACCRUED COMPENSATION. As soon as practicable following the Qualifying Termination Date, the Company shall pay or provide to Executive the Accrued Compensation (as defined in the Plan) and other benefits set forth in Section 3.01(d) of the Plan. Executive’s entitlement to the Accrued Compensation is in no way conditioned on Executive executing this Agreement. Executive acknowledges that there is no accrued or unpaid vacation payable to Executive under the Company’s unlimited paid time off policy.
4.CONSIDERATION. In consideration of the terms, representations and releases contained in this Agreement, and subject to (x) Executive timely executing and not revoking this Agreement as of the Transition Date, (y) Executive timely re-executing and not revoking this Agreement as of the Qualifying Termination Date and (z) Executive’s continued compliance with the covenants and obligations arising under or referred to in this Agreement, Executive shall receive the payments and benefits set forth below, less all applicable withholdings and deductions, at the time and in the form set forth below:
a.In satisfaction of the payments and benefits set forth in Section 3.01(a) of the Plan, cash severance in the aggregate amount of $2,355,000 (the “Severance Amount”), which represents 1.5 times the sum of (i) Executive’s base salary in effect immediately prior to the Qualifying Termination Date of $785,000 and (ii) Executive’s target annual bonus of $785,000. The Severance Amount shall be paid in substantially equal installments over a period of eighteen (18) months following the Qualifying Termination Date in accordance with the Company’s regular payroll practices, commencing with the first regular payroll next following the sixtieth (60th) day after the Qualifying Termination Date (the “Payment Commencement Date”). The first payment shall include the regular installment and catch up any additional installment amounts that would have been made during the sixty (60) day period.
b.In satisfaction of the payments and benefits set forth in Section 3.01(c) of the Plan in lieu of subsidized benefits continuation under the Company’s group health plans, a lump sum payment of $22,090, equal to the employer portion of the cost of coverage premiums and expenses under all group health plans maintained by the Company in which Executive and Executive’s spouse and other dependents were participating immediately prior to the Qualifying Termination Date that would otherwise be payable during the eighteen (18) month period following the Qualifying Termination Date, paid on the Payment Commencement Date.
c.In satisfaction of the payments and benefits set forth in Section 4.01 of the Plan, each outstanding Company equity award held by Executive as of the Qualifying Termination Date (“LTI Awards”) shall be treated as follows: (i) LTI Awards that vest solely with respect to continued employment (“Time-Based Awards”) shall vest and become exercisable on the Qualifying Termination Date in a pro-rated amount based on the portion of the vesting period prior to the Qualifying Termination Date, which is calculated as the number of days from the grant date of the applicable Time-Based Award through and including the Qualifying Termination Date divided by the total number of days in the applicable vesting period; (ii) LTI Awards that vest at least in part based on the achievement of performance-based metrics
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(“Performance-Based Awards”) shall remain outstanding and vest and become exercisable, or be forfeited, based on actual performance at the end of the applicable performance period, in a pro-rated amount based on the number of days from the first day of the performance period of the applicable Performance-Based Award through and including the Qualifying Termination Date divided by the number of days in the applicable performance period; and (iii) each outstanding option to purchase shares of the Company’s common stock or stock appreciation right that is settled in shares that is either already vested and exercisable immediately prior to the Qualifying Termination Date or that vests and becomes exercisable on the Qualifying Termination Date in accordance with this Section 4(c) shall, once vested and exercisable, continue to be exercisable and shall expire on the earlier to occur of (A) the first anniversary of the Qualifying Termination Date and (B) the expiration date of such award. Any LTI Awards that vest shall be distributed to or be exercisable by Executive in accordance with the applicable terms and conditions of the Plan and the underlying Company equity plan and award agreements. Executive shall not be entitled to receive any other award under the Company’s equity plan or other long-term incentive program. Each LTI Award that is unvested on the Qualifying Termination Date and that does not vest in accordance with this Section 4(c) shall be forfeited (or, in the case of Performance-Based Awards that do not vest, deemed to have been forfeited) as of the Qualifying Termination Date. A summary of the treatment of Executive’s LTI Awards has been provided to Executive prior to Executive’s execution of this Agreement.
Notwithstanding Section 3.01(b) of the Plan, Executive shall not be entitled to receive a lump sum amount equal to the pro-rated portion of Executive’s annual bonus under the Company’s annual cash incentive program in respect of the year in which the Qualifying Termination Date occurs (the “Pro-Rated Bonus”). By signing this Agreement, in exchange for the consideration described in this Section 4 and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive irrevocably surrenders, waives and releases all rights and entitlements, and releases the Company and any other Company Released Parties (as defined below) from all obligations, in respect of the Pro-Rated Bonus; and Executive confirms he has no claim whatsoever against the Company or any other Company Released Parties in respect of the Pro-Rated Bonus, under the Plan or otherwise.
For the avoidance of doubt, Executive shall remain entitled to receive his annual bonus earned under the Company’s annual cash incentive program in respect of 2025.
Any amounts with respect to which Executive has made a deferral election under the Chipotle Mexican Grill, Inc. Supplemental Deferred Investment Plan will be treated in accordance with the terms of such plan.
Executive acknowledges and agrees that under the terms of this Agreement, Executive is receiving consideration beyond that to which Executive would otherwise be entitled upon a termination of employment for any reason or no reason and which, but for the mutual covenants set forth herein and therein, the Company would not otherwise be obligated to provide.
5.RELEASE AND WAIVER.
a.In exchange for the consideration described in Section 4 above, Executive, on Executive’s own behalf and on behalf of Executive’s respective heirs, family members, representatives, executors, agents, and assigns, hereby forever waives, releases and discharges the Company and its past, present and future parents, subsidiaries, affiliates, successors, and assigns, as well as each of its and their respective past, present and future officers, directors, employees, agents, investors, attorneys, members, equityholders, partners, joint venturers, administrators, affiliates, benefit plans, plan administrators, insurers and trustees (collectively, the “Company Released Parties”) from and against any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages, fees, expenses and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or separation from, the Company or any of its affiliates, or otherwise relating to any of the Company Released Parties from the beginning of time to the date Executive signs this Agreement (collectively, “Claims”). The
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Executive’s release of Claims specifically extends to, without limitation, any and all Claims for wrongful termination, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, discrimination, harassment, retaliation, failure to accommodate, loss of future earnings, any claims with respect to the Pro-Rated Bonus, and any claims under any applicable state, federal, or local statutes, ordinances, and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Worker Adjustment and Retraining Notification Act, as amended, Section 806 of the Sarbanes-Oxley Act, the Dodd-Frank Act, the Family and Medical Leave Act, as amended, and the California Family Rights Act, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Older Workers Benefit Protection Act, as amended (the “OWBPA”), the California Labor Code and Wage Orders, the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended, California Business & Professions Code Section 17200, and the California Constitution, each as amended and including their implementing regulations, as well as any and all Claims for attorneys’ fees; provided, however, that the Executive’s release of Claims does not waive, release or otherwise discharge (i) any claim or cause of action arising from a breach by the Company of this Agreement, (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents or otherwise or (iii) any claim that cannot legally be waived.
b.For the purpose of implementing a full and complete release, Executive understands and agrees that this Agreement is intended to include all claims, if any, which Executive may have and which Executive does not now know or suspect to exist in Executive’s favor against the Company Released Parties and this Agreement extinguishes those claims. Accordingly, Executive expressly waives all rights afforded by Section 1542 of the Civil Code of the State of California (“Section 1542”) and any similar statute or regulation in any other applicable jurisdiction. Section 1542 states as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
c.This Agreement shall not prevent Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state or local agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state or local agency); provided, however, that Executive acknowledges and agrees that any claims by Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) hereby are barred. For the avoidance of doubt, this Agreement shall not in any manner prevent Executive from filing a charge or claim with the Securities and Exchange Commission (“SEC”) and Executive’s ability to seek or receive an SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934 for information provided to the SEC concerning suspected violations of law.
d.As of the date of this Agreement, the Company’s executive officers and directors are not aware of any claim the Company has against Executive relating to Executive’s employment with the Company.
6.TAX MATTERS; CODE SECTION 409A COMPLIANCE. The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation and other applicable payroll deductions. This Agreement as well as payments and benefits under this Agreement are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and, accordingly, to the maximum extent permitted, the Release shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A until
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Executive has incurred a “separation from service” from the Company within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or additional tax under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six (6)-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six (6) months following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. Executive shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. Executive further agrees that: (i) Executive shall be solely responsible for all federal, state, and/or local tax liability, if any, arising from payment of the Severance Amount and other benefits provided for herein (the “Separation Benefits”), including any interest or penalties associated with tax liability, and Executive will not look to or seek from the Company compensation for any such tax liability or related costs; (ii) no tax advice has been provided to Executive whatsoever by the Company or its attorneys; and (iii) should any taxing authority seek to recover from the Company any taxes, interest or penalties deemed to be due as a result of the Separation Benefits, Executive shall indemnify, defend and hold harmless the Company and its successors and assigns from and against any and all such claims for taxes, interest or penalties.
7.REPRESENTATIONS. Executive and the Company make the following representations, each of which is an important consideration to the other Party’s willingness to enter into this Agreement:
a.Executive acknowledges that the Company is not entering into this Agreement because it believes that Executive has any cognizable legal Claim against the Company Released Parties and that by entering into this Agreement neither Party admits any liability or wrongdoing of any kind. If Executive elects not to sign this Agreement, the fact that this Agreement was offered will not be understood as an indication that the Company Released Parties believed Executive was treated unlawfully in any respect.
b.As of the Qualifying Termination Date, Executive has delivered to the Company, and shall not keep in Executive’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information (as defined below), as well as all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, photographs, charts, any other documents and property, and reproductions of any and all of the aforementioned items that were developed by Executive pursuant to his employment with the Company, obtained by Executive in connection with Executive’s employment with the Company, or otherwise belonging to the Company, its successors, or assigns; provided that Executive shall be permitted to keep his Company-provided cellular phone, computer and iPad once the Company has confirmed all Confidential Information and other materials belonging to the Company have been removed from such devices. If Executive has used any personal cellular phone, tablet, personal or laptop computer or other electronic device, email or storage account or system to conduct work for or on behalf of the Company, Executive agrees to provide reasonable access to the Company to ensure that all Confidential Information and other materials belonging to the Company have been removed.
c.Executive has complied and shall continue to comply with the restrictive covenants set forth in this Agreement and all restrictive covenant agreements between Executive and the Company, which shall be incorporated by reference into this Agreement.
d.Executive has not made any claims or allegations to the Company related to sexual assault or abuse, sexual harassment, or sex discrimination, and none of the payments set forth in this Agreement are related to sexual abuse, sexual harassment or sex discrimination.
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e.Executive has not engaged in any violation of the Company’s Code of Ethics or policies under the Company’s Employee Handbook (collectively, “C and E Policies”) or unlawful conduct relating to the business of the Company, and is not aware of any violations of C and E Policies or unlawful conduct relating to the business of the Company that you have not previously reported.
f.Executive and the Company each represent and warrant to the other that each has the capacity and authority to enter into this Agreement and to be bound by its terms.
g.Executive was represented by independent legal counsel in connection with Executive’s consideration of this Agreement.
8.COOPERATION. Subject to Sections 5(c) and 11(d) of this Agreement, Executive agrees that Executive will cooperate with the Company, including executing documents and providing requested information, as may reasonably be required to give effect to the provisions of this Agreement or for the Company to comply with applicable laws. Executive further agrees that, subject to Executive’s rights under Sections 5(c) and 11(d) of this Agreement and applicable law, Executive will cooperate with the Company concerning reasonable requests for information about the business of the Company or any of its affiliates or Executive’s involvement and participation therein; the transition of duties to others within the Company; the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its affiliates which relate to events or occurrences that transpired while Executive was employed by the Company, and in connection with any audit, investigation or review by any federal, state, or local regulatory, quasi-regulatory or self-governing authority, or any internal investigation, relating to such events or occurrences, other than any such charges or claims brought by or on behalf of Executive against the Company or any of its affiliates; provided, however, that the nothing in this Section 8 is intended to restrict or limit Executive from exercising his or her protected rights arising under Sections 5(c) and 11(d) or applicable law, or restrict or limit Executive from providing truthful information in response to a subpoena, other legal process or valid governmental inquiry. Without limiting the foregoing, Executive’s cooperation shall include, but not be limited to, being reasonably available to meet and speak with officers and employees of the Company, its affiliates and/or its counsel at reasonable times and locations, executing accurate and truthful documents including declarations, testifying in connection with any and all legal proceedings at the request of the Company and without the need for a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. The Parties shall cooperate in good faith to schedule any meetings or discussions pursuant to this Section 8 so as not to conflict with Executive’s other obligations.
9.NON-DISPARAGEMENT. Subject to Section 11(d), Executive agrees not to engage in any form of conduct or make any public or private statements or representations that disparage or otherwise impair the reputation, goodwill or commercial interest (“Disparaging Conduct”) of the Company, its respective past, present, and future subsidiaries or affiliates, or any of their respective directors, officers, employees, shareholders, or representatives (collectively, “Chipotle Covered Entity”); disrupts or impairs any operations of any Chipotle Covered Entity; harms any Chipotle Covered Entity’s reputation with customers, suppliers, shareholders, or the public; or interferes with any Chipotle Covered Entity’s contractual relationships. Subject to Section 11(d), the Company shall instruct its directors and officers not to engage in Disparaging Conduct against the Executive.
10.NON-SOLICITATION. Executive agrees that during Executive’s employment with the Company, including during the Advisory Period, and for a period of twelve (12) months immediately following the Qualifying Termination Date, Executive shall not, directly or indirectly, for Executive or on behalf of any third party (other than the Company and its subsidiaries) solicit, induce, recruit or encourage any of the employees of the Company or any of its subsidiaries (i) who reported directly to Executive, (ii) who reported directly to one of Executive’s direct reports or (iii) with whom Executive worked on substantive projects during the twelve (12) months immediately preceding the Qualifying Termination Date, to leave their employment with the Company or any of its subsidiaries, or to join any competitor to the Company or any of its subsidiaries.
11.CONFIDENTIAL INFORMATION.
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a.Executive acknowledges that the business(es) of the Company and its subsidiaries are highly competitive and that, during the period of Executive’s employment with the Company, the Company provided Executive with access to Confidential Information, as defined below, relating to the business of the Company. Executive further acknowledges that Confidential Information has been developed at considerable time, expense and effort by or on behalf of Company, is unique and constitutes valuable property of the Company, and that the Confidential Information provides the Company with a very valuable competitive advantage. Executive further acknowledges that Executive was provided with access to Confidential Information at the outset of Executive’s employment with Company, during the term of Executive’s employment at Company, and that Executive has continuing knowledge of such Confidential Information.
b.The term “Confidential Information” as used herein means and includes any and all data or information and documentation relating to the Company’s business that is not generally known to the public or readily obtainable from outside sources. Confidential Information includes, by way of example and without limitation, the following: financial information, including but not limited to earnings, assets, debts, prices, cost information, budgets, sales and profit projections or other financial data; marketing information, including but not limited to details about ongoing or proposed marketing strategies, marketing forecasts, or information about impending transactions; product information, including but not limited to development plans, product designs, product costs and pricing policies; information regarding actual or potential customers; employee information, compensation strategy and information and recruiting plans; diversity statistics and strategy; pay equity information, analysis and plans; employment law compliance, collective bargaining activities and strategies and investigations of employee misconduct; executive compensation plans, strategy and analyses; and Board of Directors and Compensation Committee deliberations and discussions. Executive acknowledges that such information is confidential whether or not such information is labeled as such by the Company.
c.Subject to Section 11(d), commencing on the Transition Date and at all times thereafter, except as authorized in writing by the Company, Executive agrees that Executive shall not directly or indirectly use, divulge, furnish or make accessible to any person or entity any Confidential Information for as long as such information remains non-public, but instead shall keep all Confidential Information strictly and absolutely confidential. Executive shall also comply with the terms of any confidentiality agreement between the Company and Executive.
d.Notwithstanding the foregoing, nothing in this Agreement (including but not limited to Sections 8, 9, 11 and 12 of this Agreement) is intended or shall prevent, impede or interfere with Executive’s non-waivable rights, without prior notice to the Company, or the rights of any of the Company's directors and officers, without prior notice to Executive, to (i) voluntarily communicate with or provide information or documents to, initiate a charge or claim with, testify before, comply with a subpoena from, or assist or otherwise participate in any manner with an investigation or proceeding conducted by, any government agency, legislative body, or self-regulatory organization, including making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, (ii) disclose any information (including, without limitation, information of a confidential or proprietary nature) to a court or other administrative or legislative body in response to a subpoena, court order or written request, provided that, with respect to any such disclosure by Executive, Executive first promptly notifies (to the extent legally permissible) the Company and, with respect to any subpoena, court order or written request on behalf of any non-governmental person, uses commercially reasonable efforts to cooperate with any effort by the Company to seek to challenge the subpoena, court order or written request on behalf of any non-governmental person or obtain a protective order limiting its disclosure, or other appropriate remedy, participate in investigations, respond to a subpoena, court order or written request, or testify in proceedings regarding the Company’s past or future conduct, or engage in any future activities protected under federal, state or local law, including whistleblower statutes, (iii) recover a whistleblower award as provided under Section 21F of the Securities and Exchange Act of 1934, or (iv) discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. Further, pursuant to 18 U.S.C. § 1833(b), Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that (I) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to your attorney and (B) solely for the purpose of reporting or investigating a
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suspected violation of law; or (II) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive (i) files any document containing the trade secret under seal, and (ii) does not disclose the trade secret, except pursuant to court order. While Executive is encouraged to bring any such possible violation to the attention of the Company, Executive does not need the prior authorization of the Company to make any such reports or disclosures to these entities.
12.REMEDIES. If Executive breaches this Agreement or materially fails to comply with or otherwise materially breaches any of the promises, representations or releases in this Agreement, in addition to all other legal and equitable remedies available to the Company in the event of a breach, (a) the Company may immediately stop any payments or benefits otherwise owing to Executive under this Agreement and may seek additional relief or remedy as provided under applicable law, and (b) Executive will be responsible for payment of all reasonable attorneys’ fees and costs that the Company incurred in the course of enforcing the terms of this Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts. Any such cessation of payments or benefits shall not limit, restrict or otherwise affect Executive’s release of Claims or any other obligations of Executive set forth in this Agreement, or Executive’s continuing obligations under any restrictive covenants agreement with the Company. If the Company breaches this Agreement or materially fails to comply with or otherwise materially breaches any of the promises or representations in this Agreement, Executive may seek additional relief or remedy as provided under applicable law, and, provided that Executive shall have established actual damages from the Company’s breach (as determined by a court of competent jurisdiction), the Executive may be eligible to receive reasonable attorneys’ fees and costs that Executive incurred in the course of enforcing the terms of this Agreement (as determined by a court of competent jurisdiction).
13.REASONABLENESS OF RESTRICTIONS. Executive acknowledges: (a) that the scope and duration of the restrictions on Executive’s activities under Sections 9 through 11 of this Agreement are reasonable and necessary to protect the legitimate business interests of the Company; (b) that the Company provided Executive with access to Confidential Information and specialized training at the outset of Executive’s employment with Company, and during the course of Executive’s employment with the Company; (c) that Executive will be reasonably able to earn a living without violating the terms of this Agreement; and (d) the restrictions in this Agreement, along with the release provisions in Sections 4, 5 and 22 served as a material inducement to the Company to agree to the consideration provisions contained in Section 4 of this Agreement.
14.GOVERNING LAW. This Agreement and the performance hereof shall be construed and governed in accordance with the laws of the State of California, and the Parties waive the application of conflicts of laws provisions or principles of any state or jurisdiction.
15.SEVERABILITY. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.
16.SUCCESSORS AND ASSIGNS. Executive agrees that this Agreement shall be binding upon, and pass to the benefit of, the successors and assigns of the Company. Any payments and benefits due to the Executive hereunder shall be payable to his estate or representative in the event of his death or disability.
17.AMENDMENTS. This Agreement may not be amended or modified other than by a written instrument signed by an authorized representative of the Company and Executive.
18.DESCRIPTIVE HEADINGS. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
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19.COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile, electronic and .pdf signatures will suffice as original signatures.
20.THIRD PARTY BENEFICIARIES. Each Company Released Party is intended to be a third-party beneficiary of this Agreement, and this Agreement may be enforced by each such Company Released Party in accordance with the terms hereof in respect of the rights granted to such Company Released Party hereunder.
21.ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof and, except for the agreements referenced herein or as otherwise provided herein, supersedes all prior discussions, agreements and understandings of every kind and nature between the Parties hereto and neither of the Parties shall be bound by any term or condition other than as expressly set forth or provided for in this Agreement. This Agreement may only be amended or modified in a writing signed by Executive and an authorized representative of the Company.
22.KNOWING AND VOLUNTARY ACKNOWLEDGMENT; SPECIFIC RELEASE OF ADEA CLAIMS. Executive specifically agrees and acknowledges that:
a.Executive has read this Agreement in its entirety and understands all of its terms;
b.Executive has been advised to consult with an attorney before executing this Agreement, and has consulted with such counsel as Executive believed was necessary before signing this Agreement;
c.Executive knowingly, freely, and voluntarily assents to all of this Agreement’s terms and conditions including, without limitation, the waiver, release, and covenants;
d.Executive is signing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which Executive is otherwise entitled;
e.Executive is not waiving or releasing rights or claims that may arise after the Executive signs this Agreement; and
f.Executive understands that the waiver and release in this Agreement is being requested in connection with Executive’s separation of employment from the Company;
g.Executive shall sign and date this Agreement promptly after receipt, but in no event prior to the Transition Date, in the spaces provided on the signature page hereto and, following the Transition Date, shall re-execute and return this Agreement to the Company no earlier than the Qualifying Termination Date; and
h.if Executive fails to execute or re-execute this Agreement or revokes this Agreement in accordance with this Section 22, this Agreement shall be void in its entirety and Executive shall have no right to receive the consideration set forth in Section 4 of this Agreement.
Executive understands and acknowledges that Executive is waiving and releasing claims under the ADEA, as amended, and its implementing regulations, and Executive has been informed and understands and agrees that Executive has twenty-one (21) calendar days after receipt of this Agreement (the “Review Period”) to consider whether to sign it and that any changes to this Agreement do not restart the running of the Review Period. Executive has been informed and understands and agrees that Executive may revoke this Agreement at any time during the seven (7) calendar days after this Agreement is signed and returned to the Company (the “Revocation Period”), in which case none of the provisions of the Executive’s release of Claims will have any effect. Executive acknowledges and agrees that if Executive wishes to revoke the Executive’s release of Claims, Executive must do so in writing, and such revocation must be signed by Executive and received by the Chief Legal and Human Resources Officer of
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the Company no later than the seventh (7th) day after Executive has signed and returned this Agreement. Executive acknowledges and agrees that, in the event Executive either fails to sign within the Review Period or revokes this Agreement during the Revocation Period, Executive shall have no right to receive the consideration set forth in Section 4 of this Agreement. This Agreement, and the Executive’s release of Claims, shall be effective upon the eighth (8th) calendar day following the date that Executive executes this Agreement (and the Executive’s re-execution of the Agreement shall be effective upon the eighth (8th) calendar day following the date that Executive re-executes this Agreement); provided that Executive does not revoke or attempt to revoke Executive’s acceptance of this Agreement prior to such date in accordance with the provisions herein.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the first date set forth below (which shall be no earlier than the Transition Date).
CHIPOTLE MEXICAN GRILL, INC. | CHRIS BRANDT | ||||
/s/ Ilene Eskenazi | /s/ Chris Brandt _________________________ | ||||
By: Ilene Eskenazi | |||||
Its: Chief Legal and Human Resources Officer Date: January 27, 2026 | Date: January 27, 2026 | ||||
Signature Page to Transition Agreement
IN WITNESS WHEREOF, the Parties have re-executed this Agreement as of the first date set forth below (which shall be no earlier than the Qualifying Termination Date).
CHIPOTLE MEXICAN GRILL, INC. | CHRIS BRANDT | ||||
By: | |||||
Its: Date: | Date: | ||||
Signature Page to Transition Agreement
APPENDIX A
January 27, 2026
Chipotle Mexican Grill, Inc.
610 Newport Center Drive
Suite 1400
Newport Beach, CA 92660
To Whom it may Concern:
I hereby irrevocably resign, effective as of July 1, 2026, from all positions and offices I hold with the Company or any of its subsidiaries or affiliates, including as Senior Advisor.
Very truly yours,
Chris Brandt
Exhibit 10.3
TRANSITION AGREEMENTTHIS TRANSITION AGREEMENT (this “Agreement”) is entered into as of the first date on the signature page hereto (which shall be no earlier than the Transition Date (defined below)), by and between Chipotle Mexican Grill, Inc. (the “Company”) and Roger Theodoredis (“Executive”). Executive and the Company are individually referred to herein as a “Party” and collectively as the “Parties.”
R E C I T A L S
WHEREAS, Executive has served as the Company’s Chief Legal Officer and General Counsel;
WHEREAS, effective as of January 12, 2026 (the “Transition Date”), Executive was removed from Executive’s role as the Company’s Chief Legal Officer and General Counsel and any other position Executive may hold with the Company or any of its subsidiaries or affiliates and transitioned to the role of Senior Advisor;
WHEREAS, Executive’s employment with the Company and any other position Executive may hold with the Company or any of its subsidiaries or affiliates shall terminate as of June 30, 2026 (the “Qualifying Termination Date”);
WHEREAS, the Parties now wish to document and make arrangements pertaining to the changes to the terms of Executive’s employment with the Company and subsequent termination of their employment relationship and to resolve, fully and finally, all outstanding matters between them; and
WHEREAS, Executive’s execution and non-revocation of this Agreement is a condition for receiving payments and benefits under the Chipotle Mexican Grill, Inc. Executive Officer Severance Plan (the “Plan”), as described in Section 4 of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
AGREEMENT
1.CHANGE IN ROLE. Effective as of the Transition Date, Executive was removed from Executive’s position as the Chief Legal Officer and General Counsel of the Company and any other position Executive held with the Company or any of its subsidiaries or affiliates and shall thereafter continue to be employed by the Company in a non-executive officer position as a Senior Advisor. While serving as a Senior Advisor, Executive shall continue to report to the Company’s Chief Executive Officer, and shall provide advice and assistance to the Chief Executive Officer and other Company executives on various aspects of the Company’s business, finance and strategy. During the period beginning on the Transition Date and continuing through the Qualifying Termination Date (the “Advisory Period”), Executive shall continue to receive payment of Executive’s base salary and shall remain eligible to participate in the Company’s health and welfare and retirement plans in accordance with the terms of such plans, but shall not, and shall cease to be eligible to, receive any awards under the Company’s 2022 Stock Incentive Plan (the “Equity Plan”) or other long-term incentive programs and shall not be eligible to receive any salary increase in 2026 or an annual bonus in respect of 2026 under the Company's annual cash incentive bonus program. During the Advisory Period, Executive shall remain eligible to vest in the
portion of any outstanding Company equity award granted to Executive prior to the Transition Date that is scheduled to vest prior to the Qualifying Termination Date in accordance with the terms of the Equity Plan and applicable award agreements. During the Advisory Period, Executive shall not, except as authorized by the Chief Executive Officer of the Company, represent Executive to be associated with the Company or any of its subsidiaries or affiliates in the capacity of an officer or director. Executive shall continue to be entitled to all indemnification and liability insurance benefits provided to Executive as an employee or officer of the Company or of any of its subsidiaries or affiliates pursuant to the Company’s Amended and Restated Bylaws, the Indemnification Agreement, dated as of October 1, 2024, by and between the Company and Executive (the “Indemnification Agreement”) and applicable law. During the Advisory Period (i) the Executive shall not be required to be present at the Company’s offices but shall remain available to provide the services described in this Section 1 and (ii) notwithstanding anything herein or in the Company’s policies, the Executive shall be permitted to provide legal services (including as an employee) to third parties that are not engaged in the restaurant business; provided that such services do not create a conflict of interest with the Company or involve providing services to a competitor of the Company, and such services do not violate Sections 9 through 11 of this Agreement.
2.EXECUTIVE’S SEPARATION. Executive’s last day of employment with the Company shall be the Qualifying Termination Date. As of the Qualifying Termination Date, Executive shall be terminated from all positions with the Company and its subsidiaries then-held by Executive, including as Senior Advisor. Executive agrees to execute any reasonably requested documents necessary to effect such termination including the resignation letter set forth in Appendix A. Executive agrees that, following the Qualifying Termination Date, Executive will not represent Executive to be associated in any capacity with the Company or any of its subsidiaries or affiliates. Notwithstanding Executive’s resignation from all positions held by Executive, Executive shall continue to be entitled to all indemnification and liability insurance benefits provided to Executive as an employee or officer of the Company or of any of its subsidiaries or affiliates pursuant to the Company’s Amended and Restated Bylaws, the Indemnification Agreement, and applicable law.
3.ACCRUED COMPENSATION. The Company shall pay or provide to Executive the Accrued Compensation (as defined in the Plan) and other benefits set forth in Section 3.01(d) of the Plan in accordance with the terms of the Plan. Executive’s entitlement to the Accrued Compensation is in no way conditioned on Executive executing this Agreement. Executive acknowledges that there is no accrued or unpaid vacation payable to Executive under the Company’s unlimited paid time off policy.
4.CONSIDERATION. In consideration of the terms, representations and releases contained in this Agreement, and subject to (x) Executive timely executing and not revoking this Agreement as of the Transition Date, (y) Executive timely re-executing and not revoking this Agreement as of the Qualifying Termination Date and (z) Executive’s continued compliance with the covenants and obligations arising under or referred to in this Agreement, Executive shall receive the payments and benefits set forth below, less all applicable withholdings and deductions, at the time and in the form set forth below:
a.In satisfaction of the payments and benefits set forth in Section 3.01(a) of the Plan, cash severance in the aggregate amount of $1,895,290 (the “Severance Amount”), which represents 1.5 times the sum of (i) Executive’s base salary in effect immediately prior to the Qualifying Termination Date of $665,000 and (ii) Executive’s target annual bonus of $598,500. The Severance Amount shall be paid in substantially equal installments over a period of eighteen (18) months following the Qualifying Termination Date in accordance with the Company's regular payroll practices, commencing with the first regular payroll next following the sixtieth (60th) day after the Qualifying Termination Date (the “Payment Commencement Date”). The first payment shall include the regular installment and catch up any additional installment amounts that would have been made during the sixty (60) day period.
b.In satisfaction of the payments and benefits set forth in Section 3.01(c) of the Plan in lieu of subsidized benefits continuation under the Company’s group health plans, a lump sum payment of $22,355, equal to the employer portion of the cost of coverage premiums and expenses under all group health plans maintained by the Company in which Executive and Executive’s spouse and other dependents were participating immediately prior to the Qualifying Termination Date that would otherwise be payable
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during the eighteen (18) month period following the Qualifying Termination Date, paid on the Payment Commencement Date.
c.In satisfaction of the payments and benefits set forth in Section 4.01 of the Plan, each outstanding Company equity award held by Executive as of the Qualifying Termination Date (“LTI Awards”) shall be treated as follows: (i) LTI Awards that vest solely with respect to continued employment (“Time-Based Awards”) shall vest and, if applicable, become exercisable on the Qualifying Termination Date in a pro-rated amount based on the portion of the vesting period prior to the Qualifying Termination Date, which is calculated as the number of days from the grant date of the applicable Time-Based Award through and including the Qualifying Termination Date divided by the total number of days in the applicable vesting period; (ii) LTI Awards that vest at least in part based on the achievement of performance-based metrics (“Performance-Based Awards”) shall remain outstanding and vest and, if applicable, become exercisable, or be forfeited, based on actual performance at the end of the applicable performance period, in a pro-rated amount based on the number of days from the first day of the performance period of the applicable Performance-Based Award through and including the Qualifying Termination Date divided by the number of days in the applicable performance period; and (iii) each outstanding option to purchase shares of the Company’s common stock or stock appreciation right that is settled in shares that is either already vested and exercisable immediately prior to the Qualifying Termination Date or that vests and becomes exercisable on the Qualifying Termination Date in accordance with this Section 4(c) shall, once vested and exercisable, continue to be exercisable and shall expire on the earlier to occur of (A) the first anniversary of the Qualifying Termination Date and (B) the expiration date of such award. Any LTI Awards that vest shall be distributed to or be exercisable by Executive in accordance with the applicable terms and conditions of the Plan and the underlying the Equity Plan and award agreements. Executive shall not be entitled to receive any other award under the Equity Plan or other long-term incentive program. Each LTI Award that is unvested on the Qualifying Termination Date and that does not vest in accordance with this Section 4(c) shall be forfeited (or, in the case of Performance-Based Awards that do not vest at the end of the applicable performance period, deemed to have been forfeited) as of the Qualifying Termination Date. A summary of the treatment of Executive’s LTI Awards has been provided to Executive prior to Executive’s execution of this Agreement.
Notwithstanding Section 3.01(b) of the Plan, Executive shall not be entitled to receive a lump sum amount equal to the pro-rated portion of Executive’s annual bonus under the Company’s annual cash incentive program in respect of the year in which the Qualifying Termination Date occurs (the “Pro-Rated Bonus”). By signing this Agreement, in exchange for the consideration described in this Section 4 and such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive irrevocably surrenders, waives and releases all rights and entitlements, and releases the Company and any other Company Released Parties (as defined below) from all obligations, in respect of the Pro-Rated Bonus; and Executive confirms he has no claim whatsoever against the Company or any other Company Released Parties in respect of the Pro-Rated Bonus, under the Plan or otherwise.
For the avoidance of doubt, Executive shall remain entitled to receive his annual bonus earned under the Company’s annual cash incentive program in respect of 2025, which is expected to be paid on or before February 28, 2026.
Any amounts with respect to which Executive has made a deferral election under the Chipotle Mexican Grill, Inc. Supplemental Deferred Investment Plan (the “Deferred Investment Plan”) will be treated in accordance with the terms of such plan.
Executive acknowledges and agrees that under the terms of this Agreement, Executive is receiving consideration beyond that to which Executive would otherwise be entitled upon a termination of employment for any reason or no reason and which, but for the mutual covenants set forth herein and therein, the Company would not otherwise be obligated to provide.
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5.RELEASE AND WAIVER.
a.In exchange for the consideration described in Section 4 above, Executive, on Executive’s own behalf and on behalf of Executive’s respective heirs, family members, representatives, executors, agents, and assigns, hereby forever waives, releases and discharges the Company and its past, present and future parents, subsidiaries, affiliates, successors, and assigns, as well as each of its and their respective past, present and future officers, directors, employees, agents, investors, attorneys, members, equityholders, partners, joint venturers, administrators, affiliates, benefit plans, plan administrators, insurers and trustees (collectively, the “Company Released Parties”) from and against any and all claims, charges, complaints, liens, demands, causes of action, obligations, damages, fees, expenses and liabilities, known or unknown, suspected or unsuspected, that Executive had, now has, or may hereafter claim to have against the Company Released Parties arising out of or relating in any way to Executive’s employment with, or separation from, the Company or any of its affiliates, or otherwise relating to any of the Company Released Parties from the beginning of time to the date Executive signs this Agreement (collectively, “Claims”). The Executive’s release of Claims specifically extends to, without limitation, any and all Claims for wrongful termination, breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, discrimination, harassment, retaliation, failure to accommodate, loss of future earnings, any claims with respect to the Pro-Rated Bonus, and any claims under any applicable state, federal, or local statutes, ordinances, and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, as amended, the Fair Labor Standards Act, as amended, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Worker Adjustment and Retraining Notification Act, as amended, Section 806 of the Sarbanes-Oxley Act, the Dodd-Frank Act, the Family and Medical Leave Act, as amended, and the California Family Rights Act, as amended, the Age Discrimination in Employment Act, as amended (“ADEA”), the Older Workers Benefit Protection Act, as amended (the “OWBPA”), the California Labor Code and Wage Orders, the California Family Rights Act, as amended, the California Fair Employment and Housing Act, as amended, California Business & Professions Code Section 17200, and the California Constitution, each as amended and including their implementing regulations, as well as any and all Claims for attorneys’ fees; provided, however, that the Executive’s release of Claims does not waive, release or otherwise discharge (i) any claim or cause of action arising from a breach by the Company of this Agreement, (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents, the Indemnification Agreement, or otherwise, (iii) any rights Executive has to vested benefits under the Deferred Investment Plan and the Chipotle Mexican Grill, Inc. 401(k) Plan or (iv) any claim that cannot legally be waived.
b.For the purpose of implementing a full and complete release, Executive understands and agrees that this Agreement is intended to include all claims, if any, which Executive may have and which Executive does not now know or suspect to exist in Executive’s favor against the Company Released Parties and this Agreement extinguishes those claims. Accordingly, Executive expressly waives all rights afforded by Section 1542 of the Civil Code of the State of California (“Section 1542”) and any similar statute or regulation in any other applicable jurisdiction. Section 1542 states as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
c.This Agreement shall not prevent Executive from filing a charge with the Equal Employment Opportunity Commission (or similar state or local agency) or participating in any investigation conducted by the Equal Employment Opportunity Commission (or similar state or local agency); provided, however, that Executive acknowledges and agrees that any claims by Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) hereby are barred. For the avoidance of doubt, this Agreement shall not in any manner prevent Executive from filing a charge or claim with the Securities and Exchange Commission (“SEC”) and Executive’s ability to seek or
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receive an SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934 for information provided to the SEC concerning suspected violations of law.
6.TAX MATTERS; CODE SECTION 409A COMPLIANCE. The Company shall have the right to withhold from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation and other applicable payroll deductions. This Agreement as well as payments and benefits under this Agreement are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and, accordingly, to the maximum extent permitted, the Release shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which are subject to Section 409A until Executive has incurred a “separation from service” from the Company within the meaning of Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid an accelerated or additional tax under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six (6)-month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six (6) months following Executive’s separation from service (or, if earlier, Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. Executive shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. Executive further agrees that: (i) Executive shall be solely responsible for all federal, state, and/or local tax liability, if any, arising from payment of the Severance Amount and other benefits provided for herein (the “Separation Benefits”), including any interest or penalties associated with tax liability, and Executive will not look to or seek from the Company compensation for any such tax liability or related costs; (ii) no tax advice has been provided to Executive whatsoever by the Company or its attorneys; and (iii) should any taxing authority seek to recover from the Company any taxes, interest or penalties deemed to be due as a result of the Separation Benefits, Executive shall indemnify, defend and hold harmless the Company and its successors and assigns from and against any and all such claims for taxes, interest or penalties.
7.REPRESENTATIONS. Executive and the Company make the following representations, each of which is an important consideration to the other Party’s willingness to enter into this Agreement:
a.Executive acknowledges that the Company is not entering into this Agreement because it believes that Executive has any cognizable legal Claim against the Company Released Parties and that by entering into this Agreement neither Party admits any liability or wrongdoing of any kind. If Executive elects not to sign this Agreement, the fact that this Agreement was offered will not be understood as an indication that the Company Released Parties believed Executive was treated unlawfully in any respect.
b.As of the Qualifying Termination Date, Executive shall have delivered to the Company, and shall not keep in Executive’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information (as defined below), as well as all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, photographs, charts, any other documents and property, and reproductions of any and all of the aforementioned items that were developed by Executive pursuant to his employment with the Company, obtained by Executive in connection with Executive’s employment with the Company, or otherwise belonging to the Company, its successors, or assigns. If Executive has used any personal cellular phone, tablet, personal or laptop computer or other electronic device, email or storage account or system to conduct work for or on behalf of the
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Company, Executive agrees to provide reasonable access to the Company to ensure that all Confidential Information and other materials belonging to the Company have been removed.
c.Executive has complied and shall continue to comply with the restrictive covenants set forth in this Agreement and all restrictive covenant agreements between Executive and the Company, which shall be incorporated by reference into this Agreement.
d.Executive has not made any claims or allegations to the Company related to sexual assault or abuse, sexual harassment, or sex discrimination, and none of the payments set forth in this Agreement are related to sexual abuse, sexual harassment or sex discrimination.
e.Executive has not engaged in any violation of the Company’s Code of Ethics or policies under the Company’s Employee Handbook (collectively, “C and E Policies”) or unlawful conduct relating to the business of the Company, and is not aware of any violations of C and E Policies or unlawful conduct relating to the business of the Company that you have not previously reported.
f.Executive and the Company each represent and warrant to the other that each has the capacity and authority to enter into this Agreement and to be bound by its terms.
g.Executive was represented by independent legal counsel in connection with Executive’s consideration of this Agreement.
8.COOPERATION. Subject to Sections 5(c) and 11(d) of this Agreement, Executive agrees that Executive will cooperate with the Company, including executing documents and providing requested information, as may reasonably be required to give effect to the provisions of this Agreement or for the Company to comply with applicable laws. Executive further agrees that, subject to Executive’s rights under Sections 5(c) and 11(d) of this Agreement and applicable law, Executive will cooperate with the Company concerning reasonable requests for information about the business of the Company or any of its affiliates or Executive’s involvement and participation therein; the transition of duties to others within the Company; the defense, prosecution or investigation of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company or its affiliates which relate to events or occurrences that transpired while Executive was employed by the Company, and in connection with any audit, investigation or review by any federal, state, or local regulatory, quasi-regulatory or self-governing authority, or any internal investigation, relating to such events or occurrences, other than any such charges or claims brought by or on behalf of Executive against the Company or any of its affiliates; provided, however, that the nothing in this Section 8 is intended to restrict or limit Executive from exercising his or her protected rights arising under Sections 5(c) and 11(d) or applicable law, or restrict or limit Executive from providing truthful information in response to a subpoena, other legal process or valid governmental inquiry. Without limiting the foregoing, Executive’s cooperation shall include, but not be limited to, being reasonably available to meet and speak with officers and employees of the Company, its affiliates and/or its counsel at reasonable times and locations, executing accurate and truthful documents including declarations, testifying in connection with any and all legal proceedings at the request of the Company and without the need for a subpoena, and taking such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing. The Parties shall cooperate in good faith to schedule any meetings or discussions pursuant to this Section 8 so as not to conflict with Executive’s other obligations. Following the Qualifying Termination Date, Executive shall be paid $450/hour for each hour of service provided under this Section 8.
9.NON-DISPARAGEMENT. Subject to Section 11(d), Executive agrees not to engage in any form of conduct or make any public or private statements or representations that disparage or otherwise impair the reputation, goodwill or commercial interest (“Disparaging Conduct”) of the Company, its respective past, present, and future subsidiaries or affiliates, or any of their respective directors, officers, employees, shareholders, or representatives (collectively, “Chipotle Covered Entity”); disrupts or impairs any operations of any Chipotle Covered Entity; harms any Chipotle Covered Entity’s reputation with customers, suppliers, shareholders, or the public; or interferes with any Chipotle Covered Entity’s contractual relationships. Subject to Section 11(d), the Company shall instruct its directors and officers not to engage in Disparaging Conduct against the Executive.
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10.NON-SOLICITATION. Executive agrees that during Executive’s employment with the Company, including during the Advisory Period, and for a period of twelve (12) months immediately following the Qualifying Termination Date, Executive shall not, directly or indirectly, for Executive or on behalf of any third party (other than the Company and its subsidiaries) solicit, induce, recruit or encourage any of the employees of the Company or any of its subsidiaries (i) who reported directly to Executive, (ii) who reported directly to one of Executive’s direct reports or (iii) with whom Executive worked on substantive projects during the twelve (12) months immediately preceding the Qualifying Termination Date, to leave their employment with the Company or any of its subsidiaries, or to join any competitor to the Company or any of its subsidiaries; provided that the prohibitions against solicitation of employees in this Section 10 shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms or open job fairs.
11.CONFIDENTIAL INFORMATION.
a.Executive acknowledges that the business(es) of the Company and its subsidiaries are highly competitive and that, during the period of Executive’s employment with the Company, the Company provided Executive with access to Confidential Information, as defined below, relating to the business of the Company. Executive further acknowledges that Confidential Information has been developed at considerable time, expense and effort by or on behalf of Company, is unique and constitutes valuable property of the Company, and that the Confidential Information provides the Company with a very valuable competitive advantage. Executive further acknowledges that Executive was provided with access to Confidential Information at the outset of Executive’s employment with Company, during the term of Executive’s employment at Company, and that Executive has continuing knowledge of such Confidential Information.
b.The term “Confidential Information” as used herein means and includes any and all data or information and documentation relating to the Company’s business that is not generally known to the public or readily obtainable from outside sources. Confidential Information includes, by way of example and without limitation, the following: financial information, including, but not limited to, earnings, assets, debts, prices, cost information, budgets, sales and profit projections or other financial data; marketing information, including, but not limited to, details about ongoing or proposed marketing strategies, marketing forecasts, or information about impending transactions; product information, including, but not limited to, development plans, product designs, product costs and pricing policies; information regarding actual or potential customers; employee information, compensation strategy and information and recruiting plans; diversity statistics and strategy; pay equity information, analysis and plans; employment law compliance, collective bargaining activities and strategies and investigations of employee misconduct; executive compensation plans, strategy and analyses; and Board of Directors and Compensation Committee deliberations and discussions. Executive acknowledges that such information is confidential whether or not such information is labeled as such by the Company. Confidential Information does not include any of the foregoing items that has become publicly known and made generally available through no wrongful act of Executive or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.
c.Subject to Section 11(d), commencing on the Transition Date and at all times thereafter, except as authorized in writing by the Company, Executive agrees that Executive shall not directly or indirectly use, divulge, furnish or make accessible to any person or entity any Confidential Information for as long as such information remains non-public, but instead shall keep all Confidential Information strictly and absolutely confidential. Executive shall also comply with the terms of any confidentiality agreement between the Company and Executive.
d.Notwithstanding the foregoing, nothing in this Agreement (including, but not limited to, Sections 8, 9, 11 and 12 of this Agreement) is intended or shall prevent, impede or interfere with Executive’s non-waivable rights, without prior notice to the Company, or the rights of any of the Company's directors and officers, without prior notice to Executive, to (i) voluntarily communicate with or provide information or documents to, initiate a charge or claim with, testify before, comply with a subpoena from, or assist or otherwise participate in any manner with an investigation or proceeding conducted by, any government agency, legislative body, or self-regulatory organization, including making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the
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Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of state or federal law or regulation, (ii) disclose any information (including, without limitation, information of a confidential or proprietary nature) to a court or other administrative or legislative body in response to a subpoena, court order or written request; provided that, with respect to any such disclosure by Executive, Executive first promptly notifies (to the extent legally permissible) the Company and, with respect to any subpoena, court order or written request on behalf of any non-governmental person, uses commercially reasonable efforts to cooperate with any effort by the Company to seek to challenge the subpoena, court order or written request on behalf of any non-governmental person or obtain a protective order limiting its disclosure, or other appropriate remedy, participate in investigations, respond to a subpoena, court order or written request, or testify in proceedings regarding the Company’s past or future conduct, or engage in any future activities protected under federal, state or local law, including whistleblower statutes, (iii) recover a whistleblower award as provided under Section 21F of the Securities and Exchange Act of 1934, or (iv) discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. Further, pursuant to 18 U.S.C. § 1833(b), Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company that (I) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to your attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (II) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, if Executive (i) files any document containing the trade secret under seal, and (ii) does not disclose the trade secret, except pursuant to court order. While Executive is encouraged to bring any such possible violation to the attention of the Company, Executive does not need the prior authorization of the Company to make any such reports or disclosures to these entities.
12.REMEDIES. If Executive breaches this Agreement or materially fails to comply with or otherwise materially breaches any of the promises, representations or releases in this Agreement, in addition to all other legal and equitable remedies available to the Company in the event of a breach, (a) Executive will be responsible for payment of all reasonable attorneys’ fees and costs that the Company incurred in the course of enforcing the terms of this Agreement, including demonstrating the existence of a breach and any other contract enforcement efforts, provided that the Company is successful in enforcing any part of this Agreement or in demonstrating a breach of any part of this Agreement in any such action, and (b) the Company may immediately stop any payments or benefits otherwise owing to Executive under this Agreement and may seek additional relief or remedy as provided under applicable law. Any such cessation of payments or benefits shall not limit, restrict or otherwise affect Executive’s release of Claims or any other obligations of Executive set forth in this Agreement, or Executive’s continuing obligations under any restrictive covenants agreement with the Company.
13.REASONABLENESS OF RESTRICTIONS. Executive acknowledges: (a) that the scope and duration of the restrictions on Executive’s activities under Sections 9 through 11 of this Agreement are reasonable and necessary to protect the legitimate business interests of the Company; (b) that the Company provided Executive with access to Confidential Information and specialized training at the outset of Executive’s employment with Company, and during the course of Executive’s employment with the Company; (c) that Executive will be reasonably able to earn a living without violating the terms of this Agreement; and (d) the restrictions in this Agreement, along with the release provisions in Sections 4, 5 and 22 served as a material inducement to the Company to agree to the consideration provisions contained in Section 4 of this Agreement.
14.GOVERNING LAW. This Agreement and the performance hereof shall be construed and governed in accordance with the laws of the State of California, and the Parties waive the application of conflicts of laws provisions or principles of any state or jurisdiction.
15.SEVERABILITY. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.
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16.SUCCESSORS AND ASSIGNS. Executive agrees that this Agreement shall be binding upon, and pass to the benefit of, the successors and assigns of the Company. Any payments and benefits due to the Executive hereunder shall be payable to his estate or representative in the event of his death or disability.
17.AMENDMENTS. This Agreement may not be amended or modified other than by a written instrument signed by an authorized representative of the Company and Executive.
18.DESCRIPTIVE HEADINGS. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
19.COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile, electronic and .pdf signatures will suffice as original signatures.
20.THIRD PARTY BENEFICIARIES. Each Company Released Party is intended to be a third-party beneficiary of this Agreement, and this Agreement may be enforced by each such Company Released Party in accordance with the terms hereof in respect of the rights granted to such Company Released Party hereunder.
21.ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof and, except for the agreements referenced herein or as otherwise provided herein, supersedes all prior discussions, agreements and understandings of every kind and nature between the Parties hereto and neither of the Parties shall be bound by any term or condition other than as expressly set forth or provided for in this Agreement. This Agreement may only be amended or modified in a writing signed by Executive and an authorized representative of the Company.
22.KNOWING AND VOLUNTARY ACKNOWLEDGMENT; SPECIFIC RELEASE OF ADEA CLAIMS. Executive specifically agrees and acknowledges that:
a.Executive has read this Agreement in its entirety and understands all of its terms;
b.Executive has been advised to consult with an attorney before executing this Agreement, and has consulted with such counsel as Executive believed was necessary before signing this Agreement;
c.Executive knowingly, freely, and voluntarily assents to all of this Agreement’s terms and conditions including, without limitation, the waiver, release, and covenants;
d.Executive is signing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which Executive is otherwise entitled;
e.Executive is not waiving or releasing rights or claims that may arise after the Executive signs this Agreement; and
f.Executive understands that the waiver and release in this Agreement is being requested in connection with Executive’s separation of employment from the Company;
g.Executive shall sign and date this Agreement promptly after receipt, but in no event prior to the Transition Date, in the spaces provided on the signature page hereto and, following the Transition Date, shall re-execute and return this Agreement to the Company no earlier than the Qualifying Termination Date; and
h.if Executive fails to execute or re-execute this Agreement or revokes this Agreement in accordance with this Section 22, this Agreement shall be void in its entirety and Executive shall have no right to receive the consideration set forth in Section 4 of this Agreement.
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Executive understands and acknowledges that Executive is waiving and releasing claims under the ADEA, as amended, and its implementing regulations, and Executive has been informed and understands and agrees that Executive has twenty-one (21) calendar days after receipt of this Agreement (the “Review Period”) to consider whether to sign it and that any changes to this Agreement do not restart the running of the Review Period. Executive has been informed and understands and agrees that Executive may revoke this Agreement at any time during the seven (7) calendar days after this Agreement is signed and returned to the Company (the “Revocation Period”), in which case none of the provisions of the Executive’s release of Claims will have any effect. Executive acknowledges and agrees that if Executive wishes to revoke the Executive’s release of Claims, Executive must do so in writing, and such revocation must be signed by Executive and received by the Chief Legal and Human Resources Officer of the Company no later than the seventh (7th) day after Executive has signed and returned this Agreement. Executive acknowledges and agrees that, in the event Executive either fails to sign within the Review Period or revokes this Agreement during the Revocation Period, Executive shall have no right to receive the consideration set forth in Section 4 of this Agreement. This Agreement, and the Executive’s release of Claims, shall be effective upon the eighth (8th) calendar day following the date that Executive executes this Agreement (and the Executive’s re-execution of the Agreement shall be effective upon the eighth (8th) calendar day following the date that Executive re-executes this Agreement); provided that Executive does not revoke or attempt to revoke Executive’s acceptance of this Agreement prior to such date in accordance with the provisions herein.
(SIGNATURE PAGE FOLLOWS)
11
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the first date set forth below (which shall be no earlier than the Transition Date).
CHIPOTLE MEXICAN GRILL, INC. | ROGER THEODOREDIS | ||||
/s/ Ilene Eskenazi____________________ | /s/ Roger Theodoredis_____________ | ||||
By: Ilene Eskenazi | |||||
Its: Chief Legal and Human Resources Officer Date: January 30, 2026 | Date: January 30, 2026 | ||||
Signature Page to Transition Agreement
IN WITNESS WHEREOF, the Parties have re-executed this Agreement as of the first date set forth below (which shall be no earlier than the Qualifying Termination Date).
CHIPOTLE MEXICAN GRILL, INC. | ROGER THEODOREDIS | ||||
By: | |||||
Its: Date: | Date: | ||||
Signature Page to Transition Agreement
APPENDIX A
January 30, 2026
Chipotle Mexican Grill, Inc.
610 Newport Center Drive
Suite 1400
Newport Beach, CA 92660
To Whom it may Concern:
I hereby irrevocably resign, effective as of June 30, 2026, from all positions and offices I hold with the Company or any of its subsidiaries or affiliates, including as Senior Advisor.
Very truly yours,
Roger Theodoredis
Exhibit 31.1
CERTIFICATION
I, Scott Boatwright, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Chipotle Mexican Grill, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 29, 2026
| /s/ Scott Boatwright | ||
| Scott Boatwright | ||
Chief Executive Officer (Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATION
I, Adam Rymer, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Chipotle Mexican Grill, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 29, 2026
| /s/ Adam Rymer | ||
| Adam Rymer | ||
Chief Financial Officer (Principal Financial Officer) | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Scott Boatwright, the Chief Executive Officer of Chipotle Mexican Grill, Inc. (the “Registrant”) and Adam Rymer, the Chief Financial Officer of the Registrant, each hereby certifies that, to the best of their knowledge:
1.The Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2026, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Registrant at the end of the period covered by the Periodic Report and results of operations of the Registrant for the periods covered by the Periodic Report.
Date: April 29, 2026
| /s/ Scott Boatwright | /s/ Adam Rymer | ||||||||||
Scott Boatwright | Adam Rymer | ||||||||||
Chief Executive Officer (Principal Executive Officer) | Chief Financial Officer (Principal Financial Officer) | ||||||||||