Chipotle Mexican Grill Inc 10-Q for FY2026 Q2
Chipotle Mexican Grill Inc (CMG)
10-Q
2026-07-31
For: 2026-06-30
View Original
Added on
July 31, 2026
About this 10-Q
Chipotle Mexican Grill Inc filed this 10-Q on July 31, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.35B
- up 9.3% from $3.06B a year earlier
- Net income
- $403.55M
- down 7.5% from net income of $436.13M a year earlier
- Diluted EPS
- $0.32
- unchanged from $0.32 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 June 30, 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:
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 any new or revised financial 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 July 24, 2026, there were 1,265,418 shares of the registrant’s common stock, par value of $0.01 per share, outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| June 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| 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/(accumulated deficit) | ( | ||||||||||
| 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 June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 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 Deficit) | 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 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | |||||||||||||||||||||||||||||||
| Stock plan transactions and other | - | - | |||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | - | ( | - | ( | |||||||||||||||||||||||||||||
| Net income | - | - | - | - | |||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net of income taxes | - | - | - | - | |||||||||||||||||||||||||||||||
| Balance, June 30, 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 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | |||||||||||||||||||||||||||||||
| Stock plan transactions and other | - | - | |||||||||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | - | ( | - | ( | |||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net of income taxes | ( | ( | |||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Six months ended June 30, | |||||||||||||||||
| 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(1) | $ | $ | |||||||||||||||
| 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 | $ | $ | |||||||||||||||
(1) Included in the income taxes paid amount is $ | |||||||||||||||||
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 June 30, 2026, we owned 4,186 restaurants including 4,074 Chipotle restaurants within the United States, and 112 international Chipotle restaurants. Additionally, we had 15 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 (the "SEC"). 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 Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, "Disaggregation of Income Statement Expenses (Subtopic 220-40)." The ASU requires public entities to disaggregate, in a tabular presentation, certain income statement expenses into different categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and may be applied retrospectively. We are currently evaluating the impact of adopting the new ASU on our disclosures.
In September 2025, the FASB issued ASU No. 2025-06, "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.
In May 2026, the FASB issued ASU No. 2026-02, "Environmental Credits and Environmental Credit Obligations (Topic 818)." The ASU provides recognition, measurement, presentation, and disclosure requirements for entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. The guidance is effective for fiscal years beginning after December 15, 2027, with early adoption permitted, and shall be applied on a retrospective basis. We are currently evaluating the impact of adopting the new accounting guidance on our consolidated financial statements.
5
3. Revenue Recognition
Gift Cards
The gift card liability included in unearned revenue on the condensed consolidated balance sheets was as follows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Gift card liability | $ | $ | |||||||||
Revenue recognized from the redemption of gift cards that was included in unearned revenue at the beginning of the year was as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue recognized from gift card liability balance at the beginning of the year | $ | $ | $ | $ | |||||||||||||||||||
Chipotle Rewards
Changes in our Chipotle Rewards liability included in unearned revenue on the condensed consolidated balance sheets were as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Chipotle Rewards liability, beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| 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:
| June 30, 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:
| June 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Adjusted cost | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | Current Investments | Long-term Investments | |||||||||||||||||||||||||||||||||||
| Cash | $ | $ | - | $ | - | $ | $ | $ | - | $ | - | ||||||||||||||||||||||||||||||
| Level 1 | |||||||||||||||||||||||||||||||||||||||||
| Money market funds | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| 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 six months ended June 30, 2026 and 2025, nonrecurring fair value measurements resulting in asset impairments were not material.
5. Equity Investments
The following table summarizes our equity investments:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Equity method investments | $ | $ | |||||||||
| Other investments | |||||||||||
| Total | $ | $ | |||||||||
Equity Method Investments
As of June 30, 2026 and December 31, 2025, we owned 6,487 11.9 % 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 June 30, 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 $15,557 and $15,996 as of June 30, 2026 and December 31, 2025, respectively. Refer to Note 13, "Related Party Transactions" for related party disclosures.
Other Investments
As of June 30, 2026, we held 5,819 shares of the Series B Preferred Stock of Hyphen Technologies, Inc. ("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 June 30, 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 June 30, 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 June 30, 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 June 30, 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 $36,490 and $35,484 as of June 30, 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 June 30, 2026 and 2025, we repurchased $630,725 and $435,894 of stock at an average price per share of $32.55 and $50.16 , respectively. During the six months ended June 30, 2026 and 2025, we repurchased $1,331,572 and $989,580 of stock at an average price of $34.35 and $52.32 , respectively. As of June 30, 2026, we had $1,679,097 authorized for repurchasing shares of our common stock. All shares of common stock that we repurchase are immediately retired and not held as treasury stock.
8
Shares of common stock are netted and surrendered as payment for minimum statutory withholding obligations in connection with the vesting of outstanding stock awards. Shares surrendered by the participants in accordance with the applicable award agreements and plan are deemed repurchased by us but are not part of publicly announced share repurchase programs. During the three months ended June 30, 2026 and 2025, these shares had a total cost of $1,400 and $417 , respectively. During the six months ended June 30, 2026 and 2025, these shares had a total cost of $49,397 and $33,319 , respectively.
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 Chief Executive Officer 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 six months ended June 30, 2026 and 2025, expense recognized for the retention RSUs was $3,936 and $24,090 , respectively. The impact of these employee retention awards are reflected in the tables below.
Total stock-based compensation expense was as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||||||||
| 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/(shortfall) 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, June 30, 2026 | |||||||||||||||||||||||
| Exercisable, June 30, 2026 | |||||||||||||||||||||||
| Vested and expected to vest, June 30, 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, June 30, 2026 | |||||||||||
| Vested and expected to vest, June 30, 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, June 30, 2026 | |||||||||||
| Vested and expected to vest, June 30, 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 June 30, 2026, was 24.3 %, a decrease from an effective income tax rate of 24.5 % for the three months ended June 30, 2025. The decrease was primarily driven by an increase in U.S. federal income tax credits, partially offset by a reduction in tax benefits related to option exercises and equity vesting.
The effective income tax rate for the six months ended June 30, 2026, was 24.8 %, an increase from an effective income tax rate of 23.7 % for the six months ended June 30, 2025. The increase was primarily driven by a reduction in tax benefits related to option exercises and equity vesting and other discrete income tax items, partially offset by an increase in U.S. federal income tax credits.
10
9. Leases
Supplemental disclosures of cash flow information related to leases were as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Cash paid for operating lease liabilities | $ | $ | $ | $ | |||||||||||||||||||||||||
| Operating lease assets obtained in exchange for operating lease liabilities | $ | $ | $ | $ | |||||||||||||||||||||||||
| Derecognition of operating lease assets due to terminations or impairment | $ | $ | $ | $ | |||||||||||||||||||||||||
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 June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 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 June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 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.
11
Litigation
We are involved in various claims and legal actions, such as wage and hour, wrongful termination and other employment-related claims, slip and fall and other personal injury claims, advertising and consumer claims, privacy claims, and lease, construction and other commercial disputes, that arise in the ordinary course of business, some of which may be covered by insurance. The outcomes of these actions are not predictable, but we do not believe that the ultimate resolution of any pending or threatened actions of these types will have a material adverse effect on our financial position, results of operations, liquidity, or capital resources. However, if there is a significant increase in the number of these claims, or if we incur greater liabilities than we currently anticipate under one or more claims, it could materially and adversely affect our business, financial condition, results of operations and cash flows.
Shareholder Actions
As reported in previous SEC filings, Chipotle and several of its current and former executive officers are defendants in Michael Stradford v. 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.
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 ("Board") and former 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 seek 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 $29,642 and $11,438 included within accrued liabilities on the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, respectively.
12. Debt
As of June 30, 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 June 30, 2026, we owned approximately 11.9 % of the common stock outstanding of Tractor. As we are a significant customer of Tractor and maintain board representation, we are accounting for our investment under the equity method. Accordingly, we have identified Tractor as a related party. We purchase product from the supplier for sale to guests in our restaurants. During the three months ended June 30, 2026 and 2025, purchases from the supplier were $15,515 and $13,568 , respectively. During the six months ended June 30, 2026 and 2025, purchases from the supplier were $28,889 and $24,982 , respectively.
12
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 Chief Executive Officer, who is our Chief Operating Decision Maker ("CODM"), does not evaluate asset information by reportable segment as asset information is provided to the CODM on a consolidated basis. Therefore, we do not disclose total assets by our reportable segment.
The following table presents selected financial information with respect to our single reportable segment:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Food and beverage revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| 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.
13
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 third 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 speak only as of the date they are made. We assume no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements, including but not limited to: wage inflation and state or local regulations mandating higher minimum wages; the competitive labor market, which impacts our ability to attract and retain qualified employees; the impact of any union organizing efforts and our responses to such efforts; increases in ingredient and other operating costs due to inflation, global conflicts, severe weather, our Food with Integrity philosophy, tariffs, or trade restrictions; intermittent supply shortages relating to our Food with Integrity philosophy, rapid expansion, limited time offerings, and supply chain disruptions; risks and impacts of food safety incidents and food-borne illnesses; our reliance on certain information technology systems and potential material failures, interruptions, or outages; risks that our investments in new technology and technological innovations may not generate returns; privacy and cybersecurity risks, including breaches, unauthorized access, theft, modification, destruction, or ransom of guest or employee personal or confidential information stored on our network or the network of third party providers; the impact of competition, including from sources outside the restaurant industry; the impact of government laws and regulations relating to our employees, employment practices, restaurant design and construction, and the sale of food or alcoholic beverages; our ability to achieve our planned growth, such as the costs and availability of suitable new restaurant sites, construction materials, and contractors and restaurant equipment; the expected costs and risks related to our international expansion, including through partner-operated restaurants in the Middle East, Asia, and Mexico; our ability to achieve expected levels of comparable restaurant sales due to factors such as changes in guests' perceptions of our brand, including as a result of negative publicity or social media posts and decreased consumer spending or restaurant visits, or the inability to increase menu prices or realize the benefits of menu price increases; failure to meet market expectations for our financial performance or any announced guidance and the impact thereof; the potential impact of activist shareholder actions or tactics; failure to attract or retain key executive talent; the impact of our brand, marketing, promotional, advertising, and pricing strategies, digital platform and menu innovations; our reliance on third party delivery services and the information technology infrastructure; and enforcement and litigation risks, including possible governmental actions and potential litigation related to food safety incidents, cybersecurity incidents, employment or privacy laws, advertising claims, contract disputes, or other matters. In addition, many of the foregoing risks and uncertainties are, or could be, exacerbated by any worsening of the global business and macroeconomic environment. These statements also are subject to other risk factors described from time to time in our SEC reports, including our annual report on Form 10-K and quarterly reports on Form 10-Q, all of which are available on the investor relations page of our website at ir.Chipotle.com.
As of June 30, 2026, we owned 4,074 Chipotle restaurants throughout the United States and 112 international Chipotle restaurants. Additionally, we had 15 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
14
Second Quarter 2026 Financial Highlights, year-over-year:
•Total revenue increased 9.3% to $3.3 billion
•Comparable restaurant sales increased 2.2%
•Diluted earnings per share remained flat at $0.32
Sales Trends. Comparable restaurant sales increased 2.2% for the three months ended June 30, 2026. The increase is attributable to a 1.2% increase in average check and a 1.0% increase in transactions. 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 38.3% of total food and beverage revenue for the three months ended June 30, 2026, an increase from 35.5% for the three months ended June 30, 2025.
We believe these results reflect the success of our Recipe for Growth strategy (as discussed in our Annual Report on Form 10-K for the fiscal year ending December 31, 2025) and related initiatives against the dynamic consumer environment that has persisted in 2026. We have recently experienced low-single-digit headwinds to our comparable restaurant sales trends that we believe are tied to that environment as customers respond to, among other things, recent U.S. food safety concerns and geopolitical developments. While our outlook remains positive, our financial results could be materially adversely impacted if these disruptions or trends worsen throughout the third quarter of 2026 or beyond.
Restaurant Development. During the three months ended June 30, 2026, we opened 100 company-owned restaurants, which included 80 restaurants with a Chipotlane. We also opened one international partner-operated restaurant.
Restaurant Activity
The following table details company-owned restaurant unit data for the periods indicated.
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Beginning of period | 4,090 | 3,781 | 4,042 | 3,726 | |||||||||||||||||||
| Openings | 100 | 61 | 149 | 118 | |||||||||||||||||||
| Permanent closures | (3) | (2) | (4) | (4) | |||||||||||||||||||
| Relocations | (1) | (1) | (1) | (1) | |||||||||||||||||||
| Total at end of period | 4,186 | 3,839 | 4,186 | 3,839 | |||||||||||||||||||
The following table details partner-operated restaurant unit data for the periods indicated.
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Beginning of period | 14 | 5 | 14 | 3 | |||||||||||||||||||
| Openings | 1 | - | 1 | 2 | |||||||||||||||||||
| Total at end of period | 15 | 5 | 15 | 5 | |||||||||||||||||||
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Results of Operations
Our results of operations as a percentage of total revenue and period-over-period changes are discussed in the following section.
Revenue
| Three months ended June 30, | Percentage | Six months ended June 30, | Percentage | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | 2026 | 2025 | change | ||||||||||||||||||||||||||||||
| (dollars in millions) | (dollars in millions) | ||||||||||||||||||||||||||||||||||
| Food and beverage revenue | $ | 3,332.8 | $ | 3,047.8 | 9.4 | % | $ | 6,405.5 | $ | 5,907.6 | 8.4 | % | |||||||||||||||||||||||
| Delivery service revenue | 15.8 | 15.6 | 0.8 | % | 31.3 | 31.1 | 0.7 | % | |||||||||||||||||||||||||||
| Total revenue | $ | 3,348.6 | $ | 3,063.4 | 9.3 | % | $ | 6,436.8 | $ | 5,938.6 | 8.4 | % | |||||||||||||||||||||||
Average restaurant sales (1) | $ | 3.102 | $ | 3.142 | (1.3 | %) | $ | 3.102 | $ | 3.142 | (1.3 | %) | |||||||||||||||||||||||
| Comparable restaurant sales increase/(decrease) | 2.2% | (4.0%) | 1.4 | % | (2.3 | %) | |||||||||||||||||||||||||||||
| Transactions | 1.0% | (4.9%) | 0.8% | (3.7%) | |||||||||||||||||||||||||||||||
| Average check | 1.2% | 0.9% | 0.6% | 1.4% | |||||||||||||||||||||||||||||||
| Menu price increase | 1.6% | 1.9% | 1.3% | 2.4% | |||||||||||||||||||||||||||||||
| Check mix | (0.4 | %) | (1.0 | %) | (0.7 | %) | (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 | Six months ended | ||||||||||
| (dollars in millions) | |||||||||||
| For the period ended June 30, 2025 | $ | 3,063.4 | $ | 5,938.6 | |||||||
| Change from: | |||||||||||
| Comparable restaurant sales | 65.9 | 79.9 | |||||||||
| Restaurants not yet in comparable base opened in 2026 | 66.0 | 80.1 | |||||||||
| Restaurants not yet in comparable base opened in 2025 | 161.9 | 353.9 | |||||||||
| Closures | (9.8) | (18.9) | |||||||||
| Other | 1.2 | 3.2 | |||||||||
| For the period ended June 30, 2026 | $ | 3,348.6 | $ | 6,436.8 | |||||||
Food, Beverage and Packaging Costs
| Three months ended June 30, | Percentage | Six months ended June 30, | Percentage | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | 2026 | 2025 | change | ||||||||||||||||||||||||||||||
| (dollars in millions) | (dollars in millions) | ||||||||||||||||||||||||||||||||||
| Food, beverage and packaging | $ | 993.6 | $ | 886.0 | 12.1 | % | $ | 1,906.9 | $ | 1,724.4 | 10.6 | % | |||||||||||||||||||||||
| As a percentage of total revenue | 29.7 | % | 28.9 | % | 0.8 | % | 29.6 | % | 29.0 | % | 0.6 | % | |||||||||||||||||||||||
Food, beverage and packaging costs increased 0.8% as a percentage of total revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was driven by 1.4% of inflation, primarily from beef and freight, and 0.5% of higher protein and produce usage. These increases were partially offset by a 0.5% benefit from menu price increases and 0.5% of lower avocado and dairy costs.
16
Food, beverage and packaging costs increased 0.6% as a percentage of total revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by 1.1% of inflation, primarily from beef and freight, and 0.5% of higher protein and produce usage. These increases were partially offset by 0.6% of lower avocado and dairy costs and a 0.4% benefit from menu price increases.
Labor Costs
| Three months ended June 30, | Percentage | Six months ended June 30, | Percentage | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | 2026 | 2025 | change | ||||||||||||||||||||||||||||||
| (dollars in millions) | (dollars in millions) | ||||||||||||||||||||||||||||||||||
| Labor costs | $ | 836.5 | $ | 756.3 | 10.6 | % | $ | 1,641.9 | $ | 1,474.5 | 11.4 | % | |||||||||||||||||||||||
| As a percentage of total revenue | 25.0 | % | 24.7 | % | 0.3 | % | 25.5 | % | 24.8 | % | 0.7 | % | |||||||||||||||||||||||
Labor costs increased 0.3% as a percentage of total revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily driven by 0.3% from wage inflation and performance-based bonuses and 0.2% from restaurant labor execution. These increases were partially offset by a 0.4% benefit from menu price increases.
Labor costs increased 0.7% as a percentage of total revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by 0.4% from wage inflation and performance-based bonuses, 0.2% from costs related to certain legal proceedings, and 0.2% from lower average restaurant sales volumes. These increases were partially offset by a 0.3% benefit from menu price increases.
Occupancy Costs
| Three months ended June 30, | Percentage | Six months ended June 30, | Percentage | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | 2026 | 2025 | change | ||||||||||||||||||||||||||||||
| (dollars in millions) | (dollars in millions) | ||||||||||||||||||||||||||||||||||
| Occupancy costs | $ | 174.2 | $ | 154.3 | 12.9 | % | $ | 344.1 | $ | 304.1 | 13.2 | % | |||||||||||||||||||||||
| As a percentage of total revenue | 5.2 | % | 5.0 | % | 0.2 | % | 5.3 | % | 5.1 | % | 0.2 | % | |||||||||||||||||||||||
Occupancy costs increased 0.2% as a percentage of total revenue for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. The increase was primarily due to 0.2% of expense associated with new restaurants.
Other Operating Costs
| Three months ended June 30, | Percentage | Six months ended June 30, | Percentage | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | 2026 | 2025 | change | ||||||||||||||||||||||||||||||
| (dollars in millions) | (dollars in millions) | ||||||||||||||||||||||||||||||||||
| Other operating costs | $ | 499.8 | $ | 428.7 | 16.6 | % | $ | 980.4 | $ | 843.8 | 16.2 | % | |||||||||||||||||||||||
| As a percentage of total revenue | 14.9 | % | 14.0 | % | 0.9 | % | 15.2 | % | 14.2 | % | 1.0 | % | |||||||||||||||||||||||
Other operating costs increased 0.9% as a percentage of total revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily driven by a 0.3% increase in marketing and promotional activities and inflation across several items, most notably insurance claims, maintenance, and utility costs.
Other operating costs increased 1.0% as a percentage of total revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was due to the impact from several items, primarily a 0.4% increase in marketing and promotional activities and a 0.2% increase in utilities.
17
General and Administrative Expenses
| Three months ended June 30, | Percentage | Six months ended June 30, | Percentage | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | 2026 | 2025 | change | ||||||||||||||||||||||||||||||
| (dollars in millions) | (dollars in millions) | ||||||||||||||||||||||||||||||||||
| General and administrative expenses | $ | 190.5 | $ | 172.2 | 10.6 | % | $ | 394.2 | $ | 344.9 | 14.3 | % | |||||||||||||||||||||||
| As a percentage of total revenue | 5.7 | % | 5.6 | % | 0.1 | % | 6.1 | % | 5.8 | % | 0.3 | % | |||||||||||||||||||||||
The following is a summary of the change in general and administrative expenses for the period indicated:
| Three months ended | Six months ended | ||||||||||
| (dollars in millions) | |||||||||||
| For the period ended June 30, 2025 | $ | 172.2 | $ | 344.9 | |||||||
| Change from: | |||||||||||
| Conferences, primarily biennial All Managers’ Conference | (2.9) | 20.4 | |||||||||
| Performance bonuses | 10.8 | 16.7 | |||||||||
| Legal contingencies | 11.1 | 12.3 | |||||||||
| Wages | 6.2 | 11.2 | |||||||||
| Restructuring | 4.1 | 7.0 | |||||||||
| Legal services | (2.3) | (2.0) | |||||||||
| Stock-based compensation, August 2024 retention awards | (11.3) | (20.2) | |||||||||
| Other | 2.6 | 3.9 | |||||||||
| For the period ended June 30, 2026 | $ | 190.5 | $ | 394.2 | |||||||
Depreciation and Amortization
| Three months ended June 30, | Percentage | Six months ended June 30, | Percentage | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | 2026 | 2025 | change | ||||||||||||||||||||||||||||||
| (dollars in millions) | (dollars in millions) | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 98.3 | $ | 90.9 | 8.1 | % | $ | 195.0 | $ | 178.2 | 9.5 | % | |||||||||||||||||||||||
| As a percentage of total revenue | 2.9 | % | 3.0 | % | (0.1 | %) | 3.0 | % | 3.0 | % | 0.0 | % | |||||||||||||||||||||||
Depreciation and amortization decreased 0.1% as a percentage of total revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to sales leverage, partially offset by increased depreciation expense associated with new restaurants.
Depreciation and amortization remained flat as a percentage of total revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to sales leverage offsetting the increased depreciation expense associated with new restaurants.
Impairment, Closure Costs, and Asset Disposals
| Three months ended June 30, | Percentage | Six months ended June 30, | Percentage | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | 2026 | 2025 | change | ||||||||||||||||||||||||||||||
| (dollars in millions) | (dollars in millions) | ||||||||||||||||||||||||||||||||||
| Impairment, closure costs, and asset disposals | $ | 13.8 | $ | 5.5 | 152.6 | % | $ | 23.6 | $ | 11.6 | 103.1 | % | |||||||||||||||||||||||
| As a percentage of total revenue | 0.4 | % | 0.2 | % | 0.2 | % | 0.4 | % | 0.2 | % | 0.2 | % | |||||||||||||||||||||||
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Impairment, closure costs, and asset disposals increased in dollar terms for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, primarily due to charges associated with the replacement of restaurant assets and, to a lesser extent, increased impairment of operating lease assets and leasehold improvements in the current period.
Interest and Other Income, Net
| Three months ended June 30, | Percentage | Six months ended June 30, | Percentage | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | 2026 | 2025 | change | ||||||||||||||||||||||||||||||
| (dollars in millions) | (dollars in millions) | ||||||||||||||||||||||||||||||||||
| Interest and other income, net | $ | 7.7 | $ | 18.4 | (58.2 | %) | $ | 16.4 | $ | 40.6 | (59.6 | %) | |||||||||||||||||||||||
| As a percentage of total revenue | 0.2 | % | 0.6 | % | (0.4 | %) | 0.3 | % | 0.7 | % | (0.4 | %) | |||||||||||||||||||||||
Interest and other income, net decreased in dollar terms for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, primarily due to a decrease in interest income resulting from lower balances of interest bearing securities associated with increased repurchases of our common stock.
Provision for Income Taxes
| Three months ended June 30, | Percentage | Six months ended June 30, | Percentage | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | change | 2026 | 2025 | change | ||||||||||||||||||||||||||||||
| (dollars in millions) | (dollars in millions) | ||||||||||||||||||||||||||||||||||
| Provision for income taxes | $ | 129.7 | $ | 141.3 | (8.2 | %) | $ | 232.7 | $ | 256.2 | (9.2 | %) | |||||||||||||||||||||||
| Effective income tax rate | 24.3 | % | 24.5 | % | (0.2 | %) | 24.8 | % | 23.7 | % | 1.1 | % | |||||||||||||||||||||||
The effective income tax rate decreased 0.2% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a 0.6% increase in U.S. federal income tax credits, partially offset by a 0.3% reduction in tax benefits related to option exercises and equity vesting, and a 0.1% increase in other discrete income tax items.
The effective income tax rate increased 1.1% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by a 1.0% reduction in tax benefits related to option exercises and equity vesting and a 0.3% increase in other discrete income tax items, partially offset with a 0.2% increase in U.S. federal income tax credits.
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.
19
Liquidity and Capital Resources
Cash and Investments
As of June 30, 2026, we had a cash and marketable investments balance of $667.1 million, non-marketable investments of $107.9 million, and restricted cash of $35.6 million. 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 June 30, 2026, $1.7 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 June 30, 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 $1.3 billion for the six months ended June 30, 2026, compared to $1.1 billion for the six months ended June 30, 2025. The increase was primarily due to timing of tax-related payments, and to a lesser extent other changes in non-tax operating assets and liabilities.
Cash used in investing activities was $53.4 million for the six months ended June 30, 2026, compared to cash provided by investing activities of $8.1 million for the six months ended June 30, 2025. The change was primarily due to increased capital expenditures of $92.2 million, mainly related to costs associated with new restaurant development and the purchase of new equipment for existing restaurants. We expect continued elevated costs associated with purchases of new equipment for existing restaurants through 2027. This was partially offset by a $29.8 million increase in maturities of investments.
Cash used in financing activities was $1.4 billion for the six months ended June 30, 2026, compared to $1.0 billion for the six months ended June 30, 2025. The change was primarily due to increased repurchases of common stock of $357.9 million.
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.
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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 June 30, 2026, we had $810.5 million 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 June 30, 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 June 30, 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.
PART II - OTHER INFORMATION
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.”
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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; macroeconomic and geopolitical conditions; and food safety and foodborne illnesses, 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 second quarter of 2026.
| Period | Total Number of Shares Purchased(1) | Average Price Paid Per Share(2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3) | ||||||||||||||||||||||
| Purchased 4/1 through 4/30 | 5,202,167 | $ | 34.08 | 5,192,729 | $ | 832,831,935 | ||||||||||||||||||||
| Purchased 5/1 through 5/31 | 9,048,123 | $ | 32.63 | 9,048,123 | $ | 537,594,387 | ||||||||||||||||||||
| Purchased 6/1 through 6/30 | 5,167,653 | $ | 30.87 | 5,134,720 | $ | 1,679,096,585 | ||||||||||||||||||||
| Total | 19,417,943 | $ | 32.55 | 19,375,572 | ||||||||||||||||||||||
(1)Total shares purchased include shares repurchased pursuant to repurchase authorizations announced on December 8, 2025 as well as 42,371 shares withheld from employees to satisfy minimum tax withholding obligations that occur upon settlement of equity awards.
(2)The average price paid per share figures disclosed herein relate only to the shares purchased as part of our publicly announced repurchase program.
(3)The June total includes $1.3 billion in additional authorizations approved by our Board of Directors on June 11, 2026 and announced on July 29, 2026. 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
During the quarter ended June 30, 2026, no Section 16 officer or director, as defined in Rule 16a-1(f) of the Exchange Act adopted terminated
22
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 | |||||||||||||||
| 31.1 | - | - | - | - | X | |||||||||||||||
| 31.2 | - | - | - | - | X | |||||||||||||||
| 32.1* | - | - | - | - | - | |||||||||||||||
| 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. | ||||||||||||||||||||
| * Furnished herewith | ||||||||||||||||||||
`
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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: July 31, 2026
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Exhibit 10.1
May 25, 2026
Dear Fernando,
We are thrilled to welcome you to the Chipotle team as our Chief Brand Officer. Under the mentorship of Scott Boatwright, you will play a vital role in Cultivating a Better World. Your official start date will be mutually agreed upon but will be on or around May 25, 2026. We are looking forward to your contributions and working together towards our shared goals. Welcome to the team!
This position requires you to work in-person at our Restaurant Support Center in Newport Beach, CA and you are expected to relocate to Southern California by the end of 2026. We support employees with flexibility when periodic needs come up, which is subject to approval by your supervisor.
Chipotle will provide you with a relocation package to assist with the cost of your move from Miami, Florida to the Newport Beach, California area. The relocation package is subject to the terms of the Relocation Request & Acknowledgement Form enclosed with this offer letter.
Salary
Your annualized base salary will be $700,000 paid on a bi-weekly basis.
New Hire Awards
Sign On Bonus
You are eligible for a sign-on bonus of $500,000, subject to the terms of the Bonus Advance and Payback Agreement enclosed with this offer letter. The sign-on bonus is taxable, and all regular payroll taxes will be withheld.
Hire Equity Award
You will be eligible for a “hire” equity grant award. You will receive a combination of Stock Only Stock Appreciation Rights (SOSARs) and Restricted Stock Units (RSUs) with a combined total grant date value of approximately $5,000,000. The grant will be provided in the form of 50% SOSARS and 50% RSUs. Fifty percent of the SOSARs and RSUs will vest two years from the date of grant and the remaining fifty percent will vest three years from the date of grant (if you are still employed with Chipotle). The SOSARS will have a seven-year term and an exercise price equal to the closing stock price on the date of grant. The grant will be subject to the terms and conditions of the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan and your grant agreements. New hire grants are generally made once per quarter during an open trading window, and your “hire” equity award will be granted to you on the first quarterly new hire grant date that occurs after your start date, subject to Chipotle’s Insider Trading Policy.
Annual Compensation
Annual Merit
You will be eligible to be considered for an annual merit review as long as you remain employed with Chipotle. This review might lead to an increase in your compensation and is tied to your annual performance review. You will first be eligible for an annual merit increase in 2027.
Bonus Program
You will be eligible to participate in Chipotle’s annual incentive plan (AIP) starting in 2026. The program typically pays out in March of the following year (in this case 2027). Your target incentive payout is 100%, and this will not be prorated for 2026. To be eligible for the AIP bonus you must be actively employed with Chipotle at the time the AIP bonus is paid. More information on the AIP bonus will be provided in a separate policy document.
Annual Long-Term Incentives
Beginning in 2027, you will be eligible for annual equity awards, which are generally granted in the first quarter of every year. The total target grant date value of your 2027 award will depend upon the long-term incentive grant guidelines approved by the Compensation Committee on an annual basis; however, your 2027 total target grant date value will be $5,000,000, which is subject to adjustment based on the grant guidelines approved by the Committee, as referenced above, and your 2026 performance evaluation. The award can consist of RSUs, SOSARs and Performance Share Units (PSUs) depending on the guidelines established on an annual basis, but the current mix for
Exhibit 10.1
your level is 60% PSUs, 20% SOSARs, and 20% choice between RSUs and SOSARs. These awards will be subject to the terms and conditions of the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan and your grant agreements, which will be consistent with the terms of award granted to other Executive Officers of Chipotle. In addition, your grant must be approved by the Compensation, People, and Culture Committee of the Board.
Employee Benefits
As a regular full-time employee, you will be eligible to participate in the employee benefits plans and programs provided by Chipotle to other Executive Officers, as in effect from time to time. If you're interested in enrolling in these benefits opportunities, you must complete online enrollment within 30 days from your start date. Please see Benefits Overview enclosed with this offer letter for additional information.
Paid Time Off
You will be eligible for Chipotle’s Paid Time Off (PTO) policy, which does not limit the amount of PTO you may take each year. As a result of this unlimited structure, you will not accrue vacation hours. Any request for PTO must be approved by your manager, is subject to a business needs review, and cannot exceed 15 business days at a time.
Deferred Compensation:
You will be eligible to participate in Chipotle’s Nonqualified Deferred Compensation Plan and the Nonqualified Deferred Bonus Plan, which allows for pre-tax contributions of both regular earnings and bonus earnings beyond the IRS limitations for Chipotle’s 401(k) Plan, subject to the Plan eligibility and enrollment rules. Once eligibility requirements are met, we match up to 4% for employee contributions of 5% with no vesting requirements. Additional information regarding the plan will be provided to you at the time of annual enrollment for both plans.
Gym Allowance and Executive Physical
You will be eligible to receive a gym allowance of $115.38 per pay period. You and your spouse will also be eligible to receive an Annual Executive Physical valued at $4,200 per individual, or $8,400 in total. The benefits team will reach out to you with further details.
Financial/Tax Planning Reimbursement:
You will be eligible for reimbursement of financial/tax planning services up to $7,500 annually. This is considered taxable compensation and will not be grossed up for tax purposes.
Executive Severance and Change in Control Plans
As an Executive Officer, you will be eligible to participate in Chipotle’s Change in Control Severance Plan, subject to your execution of a participation agreement, and Chipotle’s Executive Officer Severance Plan.
Executive Compensation Recovery Policy
As an Executive Officer, you will be subject to any clawback or recoupment provisions as may be required pursuant to any applicable laws, government regulations, stock exchange listing requirements or Chipotle policies in effect from time to time, including Chipotle’s Executive Compensation Recovery Policy.
Other Executive Officer Policies
As an Executive Officer, you will be subject to the Chipotle Executive Stock Ownership Guidelines, Insider Trading Policy and other policies and guidelines applicable to the other executive officers of Chipotle. The Executive Stock Ownership Guidelines will require you to achieve a minimum investment in Chipotle common stock of three (3) times your annual base salary within five (5) years of your start date.
Other Key Terms and Conditions
Chipotle’s expectation is that you will devote your full working hours to Chipotle business, except as set forth in this offer letter.
Consulting Arrangements: You agree to terminate all consulting, advisory or similar arrangements or engagements that you have with third parties prior to or shortly after your commencement of employment with Chipotle. Any future consulting, advisory or similar arrangements will require prior approval from me.
Board Memberships: You agree to resign from all boards of directors, advisory boards or other similar positions that you currently hold, except if your continued service is approved by me.
Exhibit 10.1
During your employment with Chipotle, you agree that Chipotle reserves the right to require you to resign from any outside board or advisory position if such service creates an actual or perceived conflict of interest with Chipotle’s best interests, and/or materially interferes with the performance of your duties for Chipotle, as determined by Chipotle in its discretion.
Please provide confirmation of all applicable resignations within seven (7 days) of your resignation.
Cannes Lions Teaching Engagement: You may continue to participate as an instructor in the Cannes Lions educational program, which you have estimated requires approximately 12 – 20 hours per year, as long as such service does not materially interfere with the performance of your duties for Chipotle, as determined by Chipotle in its discretion.
Terms of Employment
This offer letter and the terms of your employment with Chipotle shall be subject to the rules and laws of the State of California.
Your employment is contingent upon you executing on or before your start date, and thereinafter complying with, a Confidentiality and Non-Disclosure Agreement and other policy acknowledgements.
You will receive an email which will contain a link to your new hire forms, Salaried Benefits Guide, 401(k) Summary Plan Description, and W-4 information. In addition, please remember to bring your appropriate documentation for the completion of your I-9 showing your eligibility to work in the US.
This offer of employment is contingent upon you providing satisfactory evidence of your identity and legal authorization to work in the United States. You must complete the required documentation to verify your eligibility for employment within three (3) days of your start date. If you are unable to provide satisfactory proof of your eligibility to work in the United States, the offer of employment may be rescinded.
This offer of employment is contingent upon Chipotle receiving favorable results to a background check of you.
This offer of employment is contingent upon your agreement to relocate to within a commutable range of our office in Newport Beach, CA by the end of 2026.
We recognize that you retain the option, as does Chipotle, of ending your employment at any time, with or without notice or cause. In other words, your employment with Chipotle is at will, and neither this letter nor any oral or written representations may be considered an obligation of Chipotle to employ you for any specific period. If you reside in New York City or the State of Montana, the prior statement does not apply.
This offer letter supersedes and replaces all previous discussions, arrangements and agreements between you and Chipotle in respect of the subject matter described herein.
Congratulations again, we are very excited at the prospect of you joining the Chipotle team!
Sincerely,
/s/ Scott Boatwright
Chief Executive Officer
I have read, understand, and hereby agree to the terms of this offer letter, as of May 25, 2026.
/s/ Fernando Machado
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: July 31, 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: July 31, 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 June 30, 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: July 31, 2026
| /s/ Scott Boatwright | /s/ Adam Rymer | ||||||||||
Scott Boatwright | Adam Rymer | ||||||||||
Chief Executive Officer (Principal Executive Officer) | Chief Financial Officer (Principal Financial Officer) | ||||||||||