Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1. All Financial statements

The following consolidated financial statements filed as part of this report are included in Part II, Item 8. “Financial Statements and Supplementary Data” of this 10-K:

Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021;

Consolidated Balance Sheets as of December 31, 2023 and 2022;

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021;

Consolidated Statements of Equity for the years ended December 31, 2023, 2022 and 2021;

Notes to Consolidated Financial Statements; and

Reports of Independent Registered Public Accounting Firm

2. Financial statement schedules

No schedules are required because either the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.

3. Exhibits

Description of Exhibit Incorporated Herein by Reference
Exhibit NumberExhibit DescriptionFormFile No.Filing DateExhibit NumberFiled Herewith
3.1Amended and Restated Certificate of Incorporation of Chipotle Mexican Grill, Inc.10-Q001-32731October 26, 20163.1
3.2Chipotle Mexican Grill, Inc. Amended and Restated Bylaws8-K001-32731June 1, 20233.1
4.1Form of Stock Certificate for Shares of Common Stock10-K001-32731February 10, 20124.1
4.2Description of Chipotle Securities10-K001-32731February 5, 20204.2
10.1†Change in Control Severance Plan, effective June 1, 201910-Q001-32731July 24, 201910.1
10.2†Form of Participation and Restrictive Covenant Agreement for Change in Control Severance Plan10-Q001-32731July 24, 201910.2
10.3†Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan8-K001-32731May 24, 201810.1
10.4†Amended and Restated Registration Rights Agreement dated January 31, 2006 among Chipotle Mexican Grill, Inc., McDonald’s Corporation and certain shareholders10-K001-32731March 17, 200610.6
10.5†Form of Director and Officer Indemnification Agreement8-K001-32731March 21, 200710.1
10.6†Offer Letter, dated February 11, 2018, between Brian R. Niccol and Chipotle Mexican Grill, Inc.8-K001-32731February 15, 201810.1
10.7†Executive Chairman Agreement dated November 28, 2017 between Chipotle Mexican Grill, Inc. and Steve Ells8-K001-32731December 1, 201710.1
10.8†Form of 2018 Stock Appreciation Rights Agreement10-Q001-32731April 26, 201810.14
10.9†Amendment No. 1 dated March 5, 2020 to the Executive Chairman Agreement dated November 28, 2017 between Chipotle Mexican Grill, Inc. and Steve Ells10-Q001-32731April 29, 202010.1
10.10Revolving Credit Agreement dated April 13, 2021, among Chipotle Mexican Grill, Inc. and JPMorgan Chase Bank, N.A., Administrative Agent, and other lenders party to the Agreement, amended February 1, 2023----X
10.11†Form of 2020 Stock Appreciation Rights Agreement10-K001-32731February 10, 202110.36
10.12†Form of 2021 Performance Share Unit Agreement10-Q001-32731April 29, 202110.2
10.13†Form of 2022 Restricted Stock Unit Agreement10-Q001-32731April 28, 202210.1
10.14†Form of 2022 Stock Appreciation Rights Agreement10-Q001-32731April 28, 202210.2
10.15†Form of 2022 Performance Share Agreement10-Q001-32731April 28, 202210.3
10.16†Form of 2022 Stock Option Agreement (Canada)10-Q001-32731April 28, 202210.4
10.17†Director Compensation Program and Stock Ownership Guidelines (Revised May 25, 2023)10-Q001-32731July 28, 202310.1
10.18†Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan10-Q001-32731July 27, 202210.2
10.19†Form of 2023 Restricted Stock Unit Agreement10-Q001-32731April 27, 202310.1
10.20†Form of 2023 Stock Appreciation Rights Agreement10-Q001-32731April 27, 202310.2
10.21†Form of 2023 Performance Share Agreement10-Q001-32731April 27, 202310.3
10.22†Form of 2023 Stock Option Agreement (Canada)10-Q001-32731April 27, 202310.4
10.23†Chipotle Mexican Grill, Inc. Employee Stock Purchase Plan10-Q001-32731October 27, 202310.3
10.24†Supplemental Deferred Investment Plan10-K001-32731February 9, 202310.33
10.25†Executive Officer Severance Plan----X
10.26†Letter Agreement regarding Severance dated February 6, 2024 between Brian Niccol and Chipotle Mexican Grill, Inc.----X
21.1Subsidiaries of Chipotle Mexican Grill, Inc.----X
23.1Consent of Ernst & Young LLP (as the independent registered public accounting firm of Chipotle Mexican Grill, Inc.)----X
31.1Certification of Chief Executive Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002----X
31.2Certification of Chief Financial and Administrative Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002----X
32.1Certification of Chief Executive Officer and Chief Financial and Administrative Officer of Chipotle Mexican Grill, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002----X
97.1†Executive Compensation Recovery Policy----X
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document----X
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document----X
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document----X
101.LABInline XBRL Taxonomy Extension Label Linkbase Document----X
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document----X
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)----X
(1) Portions of this exhibit have been omitted as permitted by applicable regulations. †- Management contracts and compensatory plans or arrangements required to be filed as exhibits.

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