Chipotle Mexican Grill (CMG) 10-K risk factor changes: FY2024 vs FY2023

Risks Related to [removed: the Nature of] our [removed: Business] [added: Brand Reputation] and [removed: the] Restaurant [removed: Industry][added: Operations]

Food safety and food-borne illness concerns may have an adverse effect on our business by [added: negatively impacting our brand,] decreasing sales and increasing costs.

However, even with strong preventative controls and [removed: interventions,] [added: interventions from farm to restaurant,] food safety risks cannot be completely [removed: eliminated in every restaurant.][added: eliminated.]

Incidents of food-borne illnesses continue to occur in the restaurant [removed: industry] and [added: retail food industries and incidents] may result from the failure of restaurant employees [removed: or suppliers] to [removed: follow our food safety policies and procedures,] [added: properly cook] or [removed: from] [added: maintain our ingredients,] employees or guests entering our restaurant while [removed: ill and contaminating ingredients] [added: infected with communicable diseases,] or [removed: surfaces.][added: contaminated ingredients resulting from the failure of one of our suppliers to execute food safety preventive controls.]

Although we monitor and audit compliance with our program, we cannot guarantee that [removed: each and] every food item is safely and properly maintained from the start of the supply chain through guest consumption.

Any report, legitimate or rumored, of food-borne illness [added: caused by pathogens] such as E. coli, hepatitis A, [removed: norovirus] [added: norovirus, listeria, Campylobacter, Clostridium perfringens] or salmonella, or other food safety issues, such as food tampering or contamination, at one of our restaurants could adversely affect our reputation and have a negative impact on our sales.

In addition, instances of food-borne illness or food safety issues that occur solely at competitors’ [removed: restaurants] [added: restaurants, suppliers or distributors (even if we do not work with them)] could result in negative publicity about the restaurant industry and adversely impact our sales.

Social [removed: media has] [added: media, video-sharing, networking, and gaming and messaging platforms] dramatically [removed: increased] [added: increase] the speed with which negative [removed: publicity, including actual or perceived food safety incidents,] [added: publicity] is [removed: disseminated] [added: disseminated, often] before [removed: there is any] [added: we have a] meaningful opportunity to investigate, respond to and address an issue.

We may be at a higher risk for food safety incidents than some competitors due to our greater use of fresh, unprocessed produce, handling of raw chicken in our restaurants, our reliance on employees cooking with traditional methods and the lack of [removed: added] [added: artificial] preservatives and frozen ingredients in our menu items.

[removed: Approximately 18%] [added: Over 15%] of our [removed: 2023] [added: 2024] food and beverage revenue consisted of delivery orders for which we are reliant on third-party delivery companies.

Depending on which ordering platform a guest uses – our platform or the [removed: platform of a] third-party delivery service [added: platform] – the delivery fee we collect from the guest may be less than the actual delivery [removed: cost, which has a negative impact on our profitability.][added: cost.]

If the third-party delivery companies we utilize increase [removed: their] [added: the] fees [added: they charge users] or give greater priority or promotions on their platforms to other restaurants, our delivery business and our sales may be negatively impacted.

[removed: If] [added: In addition, if] a third-party delivery driver fails to [removed: make timely deliveries or] [added: deliver an order on time,] fails to deliver the complete [removed: order,] [added: order or otherwise provides a bad guest experience,] our [removed: guests] [added: guest] may attribute [removed: the bad customer] [added: that negative] experience to Chipotle and our reputation and sales could be [removed: negatively] [added: adversely] impacted.

[removed: In addition,] [added: As] the delivery [removed: business has been consolidating and may continue to consolidate, which may give third-party] [added: industry consolidates,] delivery companies [removed: more] [added: gain greater] leverage in negotiating the terms [removed: and pricing] of [removed: contracts,] [added: contracts and increasing pricing,] which in turn could negatively impact our profits from this channel.

We also compete with non-traditional market participants, such as “convenience meals” in the form of entrées, side dishes or meal preparation kits from [removed: the deli or prepared foods sections of] grocery stores, meal kit delivery services, and “ghost” or “dark” kitchens, where meals are prepared at separate takeaway premises rather than a [removed: restaurant.][added: restaurant, and with delivery aggregators and food delivery services, which provide consumers with convenient access to a broad range of competing restaurant chains and food retailers, particularly in urbanized areas, and may form a closer relationship with our guests.]

If guest [added: tastes] or dietary preferences change, if our marketing efforts are unsuccessful, or if our restaurants are unable to compete successfully with other restaurant outlets, our business could be adversely affected.

We continue to believe [removed: that] our commitment to higher-quality and responsibly sourced ingredients resonates with guests and gives us a competitive advantage; however, many of our competitors also make claims related to the quality of their ingredients and lack of artificial flavors, colors and preservatives.

[removed: Our] [added: The] aggressive pace [removed: of opening] [added: at which we open] new restaurants can make it increasingly difficult to recruit and hire sufficient numbers of qualified employees to manage and work in our restaurants, to [added: train employees to deliver a consistently high-quality product and guest experience and to] maintain an effective system of internal controls for a dispersed [removed: workforce and to train employees to deliver a consistently high-quality product and customer experience,] [added: workforce,] which could materially harm our business and results of operations.

In addition, failure to adequately monitor and proactively respond to employee dissatisfaction could lead to poor guest satisfaction, higher turnover, litigation and unionization efforts, which could negatively impact our [removed: ability to meet our growth targets.][added: financial results.]

If we fail to comply with applicable [removed: federal, state and local] employment and labor laws and regulations, it could have a material, adverse impact on our business.

Various [removed: federal, state and local] employment and labor laws and regulations govern our relationships with our employees, [removed: and similar laws] [added: both within] and [removed: regulations apply to our operations] outside [removed: of] the U.S. These laws and regulations relate to matters such as employment discrimination, wage and hour laws, requirements to provide and document meal and rest periods or other benefits, family leave mandates, requirements regarding working conditions and accommodations to certain employees, [added: requirements relating to setting and changing work schedules,] citizenship or work authorization and related requirements, insurance and workers’ compensation rules, healthcare [removed: laws and] [added: laws,] anti-discrimination [added: laws, including pay transparency requirements,] and anti-harassment laws.

For example, we have had lawsuits filed against us alleging violations of federal and state laws regarding employee wages and payment of overtime, meal and rest breaks, [removed: employee classification, employee record-keeping] [added: pay transparency to applicants] and related [removed: practices with respect to our employees.][added: practices.]

We incur legal costs to defend these types [added: of] cases, and we could incur losses from these and similar cases, and the amount of such [removed: losses or] costs [added: and losses] could be material.

[removed: Several] [added: In addition, some] jurisdictions [removed: also] [added: in which we operate] have implemented [added: fair workweek or “secure scheduling” legislation, which impose complex requirements related to scheduling for certain restaurant employees;] sick pay and paid time off legislation, which requires employers to provide paid time off to [removed: employees, and] [added: employees; and/or] “just cause” termination legislation, which restricts companies’ ability to terminate employees or reduce employees’ hours unless they can prove “just cause” or a “bona fide economic reason” for the termination or reduction in hours.

All of these regulations impose additional obligations on [removed: us] [added: us, which could increase our operating costs,] and our failure to comply with any of these regulations could subject us to penalties and other legal liabilities, which could adversely affect our ability to attract and retain employees and our results of operations, and potentially cause us to close or reduce operating hours of some restaurants in these jurisdictions.

For example, [added: in 2022] we [removed: previously reported the settlement of] [added: settled] a complaint alleging that we violated New York City’s Fair Workweek law and Earned Safe and Sick Time Act, and we [removed: also] have [removed: been and are undergoing] [added: undergone] several audits of our compliance with employment law requirements, which could result in additional liabilities.

Our liability exposure for these employment laws and regulations may be higher than our restaurant peers because we [added: have more employees, since we] are one of the largest restaurant companies that owns and operates all our restaurants, while most of our restaurant peers franchise some or a significant portion of their operations.

Increases in the cost of labor, including mandated minimum wage [removed: increases,] [added: increases and increases in the cost of health benefits,] could adversely impact our business and profitability.

Our profitability has been and could continue to be adversely impacted by increases in labor costs, including wages and [added: health] benefits, which are some of our most significant costs, including increases triggered by federal, state and local laws governing matters such as minimum wages, meal and rest breaks and changes to eligibility for overtime pay; regulations regarding scheduling and benefits; increased health care and workers’ compensation insurance costs; and higher wages and benefit costs necessary to attract, hire and retain high-quality employees with the right skill sets in a highly competitive job market.

[removed: Beginning] [added: For example,] in [removed: April 2024, new] [added: 2024] California [removed: legislation requires] [added: required] national restaurant chains, including Chipotle, to pay a minimum $20 per hour wage to [added: California] restaurant [removed: workers in California,] [added: workers,] which minimum wage may be increased annually by a state-appointed council.

Other [removed: state, county] [added: states, counties] and [removed: city jurisdictions] [added: cities] are considering similar regulations.

A failure to recruit, develop and retain effective leaders or the loss or shortage of [added: management] personnel with key capacities and skills could impact our strategic growth plans and jeopardize our ability to meet our business performance expectations and growth targets.

Changes in senior management could [removed: expose us to] [added: result in] significant changes in strategic direction and initiatives.

A failure to maintain appropriate organizational [removed: capacity and] capability to support our strategic [removed: initiatives or] [added: initiatives, a failure] to [added: implement appropriate development programs and] build adequate bench strength with key [removed: skillsets required for seamless succession of leadership,] [added: skillsets, or a failure to effectively manage our leadership succession,] could jeopardize our ability to meet our business performance expectations and growth targets.

Breaches or other unauthorized access, theft, modification or destruction of guest and/or employee personal, confidential or other material information that is stored in our systems or by third parties on our behalf could [removed: adversely affect] [added: damage] our [removed: business.][added: reputation and expose us to potential liabilities.]

As our reliance on technology has grown, the scope and severity of [added: potential] risks [removed: posed to our systems] from cyber threats has increased.

Our third-party providers’ and business partners’ information technology systems and databases are [removed: likewise] subject to [removed: such] [added: similar] risks.

The number and frequency of these attempts varies from year to year [removed: but could be exacerbated to some extent by an increase in] [added: and increases as the scope and scale of] our [added: technology footprint and] digital [removed: operations.][added: operations increases.]

In addition, we provide [removed: some] guest and employee data, as well as confidential information important to our [removed: business,] [added: business] to third [removed: parties to conduct our business.][added: parties.]

To the extent we, a third party or such an individual were to experience a breach of our or their information technology systems that results in the unauthorized access, theft, use, destruction or other compromises of [removed: customers’] [added: guests’] or employees’ data or confidential information of Chipotle stored in or transmitted through such systems, including through cyber-attacks or other external or internal methods, it could result in a material loss of revenues from the potential adverse impact to our reputation and brand, a decrease in our ability to retain [removed: customers] [added: guests] or attract new ones, the imposition of potentially significant costs (including loss of data or payment for recovery of data) and liabilities, loss of business, loss of business partners and licensees and the disruption to our supply chain, business and plans.

In addition, real or perceived concerns about emerging food safety issues, such as phthalates, per- and polyfluoroalkyl substances ("PFAS"), microplastics or heavy metals in the U.S. food supply chain, could impact consumers’ confidence in the restaurant industry and reduce restaurant sales.

Failure to maintain the reputation and relevance of the Chipotle brand could negatively impact our financial results*.*

We built strong value in the Chipotle brand by serving delicious, high quality food, made fresh every day using responsibly sourced ingredients served in generous portions.

Our continued success depends on maintaining this compelling brand value, which may be eroded by numerous factors, some of which are outside of our control.

Incidents that could erode trust in our brand include actual or perceived food safety or food-borne illnesses; allegations of unethical, racially-biased, inequitable, or socially irresponsible behavior by employees and/or guests; privacy breaches or violations of privacy laws; safety-related incidents occurring in or around our restaurants; guest perceptions regarding smaller entrée portion sizes; or other events or incidents described in this risk factors section.

The adverse impact of such incidents may be compounded by negative publicity, including through social or digital media, or if they result in litigation.

Negative online postings or comments about us, including as a result of inaccurate, fictitious or malicious postings or media content, have in the past and could in the future magnify and prolong the adverse impact of any one incident and increase the damage to the value of our brand.

Additionally, consumer demand for our products and our brand value could diminish significantly if we, our employees or business partners fail to comply with applicable laws and regulations, take controversial positions or actions, fail to deliver a consistently positive guest experience or fail to foster an inclusive and welcoming environment.

In addition, we cannot ensure that our restaurant crew or business partners will not take actions that adversely affect our brand reputation and relevance.

Our investments in technology and automation to transform and enhance the experience of our employees and guests may not generate the expected results.

We have launched several initiatives to make our food preparation and cooking processes more efficient and drive a better experience for our employees and consumers, most of which are still moving through our “stage gate” development and evaluation process.

These initiatives include a dual sided plancha, which is our cooking grill; an automated produce slicer; an automated make line by Hyphen, which would automatically assemble guest ordered bowls and salads; and Autocado, an automated avocado processing device that cuts, cores and scoops avocados.

We have invested significant time and resources into developing and testing these technologies, but there can be no guarantee that all or any of them will be widely deployed throughout our restaurant network or, if deployed, will materially improve employee or guest experience or our financial performance.

We also continue to build upon our investments in digital ordering and guest engagement to enhance guest experience and strengthen our ties with our guests.

If these initiatives are not ultimately deployed or if we do not fully realize the intended benefits of these significant investments, our business results may suffer.

Our use of third-party delivery services may not be profitable and substandard service may negatively impact our reputation.

Anticipated changes in immigration laws and regulations could decrease the pool of candidates with legal work authorization, cause disruption in the workforce for all companies that rely on hourly workers and increase the costs, time and requirements to hire new employees.

Additional jurisdictions are considering similar types of legislation.

Given the increasing complexity and sophistication of techniques used by bad actors to obtain unauthorized access to or disable information technology systems, and the fact that cyberattacks are being made by groups and individuals with a wide range of expertise and motives, it is increasingly difficult to anticipate and defend against cyberattacks, and a cyberattack could occur and persist for an extended period of time before being detected.

Moreover, the extent of a particular cyber incident and the steps that we may need to take to investigate the incident may not be immediately clear, and it may take a significant amount of time before such investigation can be finalized and completed and reliable information about the incident is known.

During the pendency of any such investigation, we may not know the extent of the harm or how best to remediate it, and we may be required to disclose incidents before their full extent is known.

These risks also exist in companies that license our brand, that we partner with or invest in that use separate information systems.

If we fail to fully comply with privacy and data protection laws and regulations, we could incur significant civil and criminal penalties and liabilities, suffer reputational damage, and adverse publicity.

Complying with these laws and regulations can be costly and can delay or impede the development of new services.

For example, Europe’s General Data Protection Regulation (“GDPR”) and the U.K. General Data Protection Regulation (which implements the GDPR into U.K. law), impose stringent data protection requirements and provide for significant penalties for noncompliance.

The CCPA also provides for civil penalties for violations as well as a private right of action for data breaches that may increase data breach litigation.

Further, the California Privacy Rights Act, which became effective in January 2023, significantly modified the CCPA to include additional compliance obligations.

Since the CCPA was first passed, 19 other states have enacted similar data privacy legislation, eight of which are in effect as of the end of 2024.

In addition, a number of other states have passed or are considering additional privacy laws, including laws on health data and biometric data that are in effect, or are expected to take effect in the near future.

These state privacy laws will require us to incur additional costs and expenses in our efforts to comply.

The amount and scope of insurance we maintain may not cover all types of claims that may arise.

Although we have operational safeguards in place and we take efforts to ensure that our third-party providers have implemented proper standards and controls, we cannot guarantee that breaches or failures caused by these third-party systems or platforms will not occur.

In addition, we source some ingredients (including avocados, tomatoes, beef, pork, limes and peppers) restaurant equipment, packaging and paper products outside the U.S. (including from Mexico, Canada and China), which could subject them to increased tariffs, trade sanctions or taxes.

If our supply chain capacity does not expand to match our new restaurant growth, our long-term growth goals could be impaired or delayed.

We have set aggressive goals for the number of new restaurants we plan to open over the next few years.

Even in the absence of extraordinary disruptions, we may not be able to increase the capacity of our supply chain to keep pace with our growth and fully meet our future business needs.

We have experienced and may in the future experience limited available supplies of Responsibly Raised proteins and ingredients that meet our Food with Integrity specifications.

In addition, we rely on independent third-party distributors to maintain an inventory of our ingredients and supplies, and deliver them to our restaurants on a timely, as needed basis.

There can be no assurance that our suppliers or distributors will be able to accommodate our planned growth or continue to supply required ingredients at preferential prices or at all.

An inability of our suppliers to accommodate our growth in a timely or cost-effective manner could impair our growth and have an adverse effect on our business, financial condition, results of operations, and prospects.

Our digital business, which accounted for a significant portion of our 2023 total revenue, is subject to risks.

In 2023, 37.4% of our food and beverage revenue was derived from digital orders, which includes third-party delivery and customer pickup in-restaurant and through our Chipotlanes.

In addition, several jurisdictions (e.g., California, New York City and Seattle) have implemented minimum wages for delivery drivers, and other jurisdictions are considering similar wage regulations, which could increase delivery fees and decrease our digital sales.

In 2023, we implemented menu price increases to partially offset the increases in ingredients, labor and other costs; however, our higher menu prices may cause some guests to shift their purchases to other restaurants offered on the platform.

These delivery companies maintain control over data regarding our guests who use their platform and over the guest experience.

We use our mobile app to drive convenience and increase brand engagement with our guests.

If we do not continue to persuade guests of the benefits of paying higher prices for our higher-quality food, our sales and results of operations could be hurt*.*

Our success depends in large part on our ability to persuade guests that food made with ingredients that were raised or grown according to our Food with Integrity principles are worth paying a higher price relative to prices of some of our competitors, particularly quick-service restaurants.

Under our Food with Integrity principles, for example, animals must be responsibly raised, and the milk in our sour cream, cheese and queso must come from cows that have not been treated with rBGH, practices which typically are more costly than conventional farming.

If we are not able to successfully persuade guests that consuming food made in accordance with our Food with Integrity principles is better for them and the environment, or if guests do not agree with the overall value proposition of our menu, our sales could be adversely affected, which would negatively impact our results of operations.

Our inability or failure to recognize, respond to and effectively manage the immediacy of social media could have a material adverse impact on our business.

Social media and internet-based communications, including video-sharing, social networking, and gaming and messaging platforms, give users immediate access to a broad audience.

These platforms have dramatically increased the speed and scale of dissemination and accessibility of information, including negative comments about our food quality or safety, negative guest or employee experiences and videos depicting inappropriate behavior of employees and guests.

Accurate, inaccurate or misleading information can be widely disseminated before there is any meaningful opportunity to respond or address an issue.

It is impossible for us to fully predict or control social media backlash, and the inappropriate use of social media by our guests or employees could harm our business, prospects, financial condition, and results of operations, regardless of the information’s accuracy.

Use of social media is an important element of our marketing efforts.

Social media and internet-based communication platforms are evolving rapidly, and we need to continuously innovate and evolve our marketing strategies to maintain our brand relevance and broad appeal to guests.

We also continue to invest in other digital marketing initiatives to reach our guests and build their awareness of, engagement with, and loyalty to us, including our “Chipotle Rewards” loyalty program.

These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenues, increased customer engagement or brand recognition.

Other risks associated with our use of social media and internet-based communication platforms include association with influencers or online celebrities who become embroiled in controversy, platforms and business partners who experience challenges, improper disclosure of proprietary information, negative comments about us, exposure of personally identifiable information, fraud, hoaxes or malicious dissemination of false information.

Use of social media by our employees, guests and associates could lead to litigation or result in negative publicity that could damage our reputation.

In one instance, we permanently closed a restaurant due to lack of necessary staff after a prolonged recruiting effort.

In addition, several jurisdictions (e.g. New York City, Philadelphia, Chicago, Seattle, etc.) have implemented fair workweek or “secure scheduling” legislation, which impose complex requirements related to scheduling for certain restaurant and retail employees, and additional jurisdictions are considering similar legislation.

We may incur increased costs to comply with privacy and data protection laws and, if we fail to comply, we could be subject to government enforcement actions, private litigation and adverse publicity.

For example, the European Union’s General Data Protection Regulation (“GDPR”) requires companies to meet certain requirements regarding the handling of personal data, including its use, protection and transfer and the ability of persons whose data is stored to correct or delete such data about themselves, and failure to meet the GDPR requirements could result in penalties of up to 4% of annual worldwide revenue.

Other states passed similar privacy legislation that took effect in 2023, and other states and countries passed or are considering expanding or passing comprehensive privacy laws.

If we fail, or are perceived to have failed, to properly respond to security breaches of our or a third party’s information technology systems or fail to properly respond to or honor consumer requests under any of the foregoing privacy laws, we could experience reputational damage, adverse publicity, loss of consumer confidence, reduced sales and profits, complications in executing our growth initiatives and regulatory and legal risk, including regulatory fines and penalties, and in some cases civil liabilities where individuals have been provided with a private right of action.

Compliance with the current and future privacy and data protection laws can be costly and time-consuming and there is no assurance that our compliance efforts will be successful in preventing breaches or data loss.

The regulatory environment related to privacy and data security is changing at an ever-increasing pace, with new, increasingly rigorous, and often unclear requirements applicable to our business.

In addition, the issues regulated by privacy laws (such as advertising and marketing, children, biometric, employee, surveillance, artificial intelligence, and health related information) have expanded, as have the number of city, state, federal and international governmental bodies and agencies that have recently passed or are currently considering privacy legislation or regulatory rulemaking.

Where not limited by preemption and where there are perceived shortcomings in federal laws, many states have passed or are considering adopting stricter versions of federal privacy laws (e.g., state level statutes similar to the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act, and the Children’s Online Privacy Protection Act of 1998).

Private service providers also have implemented mandatory privacy requirements impacting businesses, like Chipotle, that wish to utilize services available on their platforms.

In addition, a number of recent lawsuits have pled creative claims under privacy legislation such as the Video Privacy Protection Act, Electronic Communications Privacy Act (including the WireTap Act and Stored Communications Act), Computer Fraud and Abuse Act, and similar state laws alleging wiretapping, eavesdropping, tape recording and invasion of privacy through the use of marketing pixels, analytics software, session replay technology, voice recording, and live chat functionality.

Defending against such claims can be costly and strain internal resources.

Taken together, Chipotle faces rapidly increasing compliance costs in order to modify its operations and business practices to comply with applicable laws, regulations and other requirements.

Although we have operational safeguards in place, these safeguards may not be effective in preventing the failure of these third-party systems or platforms to operate effectively and be available.

Supply chain risk could increase our costs and result in a shortage of ingredients and supplies that are critical to our restaurant operations.

We remain in regular contact with our key suppliers and to date we have not experienced significant prolonged disruptions in our supply chain; however, inflationary pressures for certain supplies and ingredients could continue as inflation increases continue across the global supply chain.

In addition, we have a single or a limited number of suppliers for some of our ingredients, including certain oils, tomatoes, tortillas and adobo.

Litigation also may generate negative publicity, regardless of whether the allegations are valid, or we ultimately are not liable, which could damage our reputation, and adversely impact our sales as well as our relationships with our employees and guests.

*You should read the following discussion together with our consolidated financial statements and related notes included in Item 8.

“Financial Statements and Supplementary Data.” This section of the Form 10-K generally discusses 2024 items and year-to-year comparisons of 2024 to 2023.

Discussions of 2022 items and year-to-year comparisons of 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 on our Annual Report on Form 10-K for the year ended December 31, 2023.

The discussion contains forward-looking statements involving risks, uncertainties and assumptions that could cause our results to differ materially from expectations.

See “Cautionary Note Regarding Forward-Looking Statements.” Factors that might cause such differences include those described in Item 1A.

“Risk Factors”, 7A.

"Quantitative and Qualitative Disclosure About Market Risk", and elsewhere in this report.*

Overview

As of December 31, 2024, we owned 3,644 Chipotle restaurants throughout the United States, and 82 international Chipotle restaurants.

Additionally, we had three international licensed restaurants.

We manage our U.S. operations based on ten regions and aggregate our operations to one reportable segment.

Throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” we commonly 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

2024 Financial Highlights, year-over-year:

- Total revenue increased 14.6% to $11.3 billion

- Comparable restaurant sales increased 7.4%

- Diluted earnings per share was $1.11, a 24.7% increase from $0.89

*Sales Trends.* Comparable restaurant sales increased 7.4% for the year ended December 31, 2024.

The increase is attributable to higher transactions of 5.3% and a 2.1% increase in average check.

Comparable restaurant sales represent the change in period-over-period total revenue for restaurants in operation for at least 13 full calendar months.

Digital sales represented 35.1% of total food and beverage revenue.

For 2025, management is anticipating comparable restaurant sales growth in the low to mid-single digit range.

*Restaurant Development.* During the year ended December 31, 2024, we opened 304 restaurants, which included 257 restaurants with a Chipotlane.

We expect to open approximately 315 to 345 company-owned restaurants in 2025.

We expect that at least 80% of our new company-owned restaurants will include a Chipotlane.

*Licensing*.

During the year ended December 31, 2024, three licensed restaurants were opened in the Middle East.

*Cultivate Next Fund*.

Our Cultivate Next Fund is a venture formed to make early-stage investments into strategically aligned companies that further our purpose to Cultivate a Better World.

The Fund is authorized to invest up to $100.0 million, which is financed almost entirely by Chipotle.

As of December 31, 2024, we have made $63.0 million in investments through this Fund.

Restaurant Activity

The following table details company-owned restaurant unit data for the years indicated.

| | | | | | | | | | | | |

We have tried to [removed: increase, where practical,] [added: increase] the number of suppliers for our ingredients, which we believe can help mitigate pricing [removed: volatility,] [added: volatility] and [added: supply continuity risks, and] we follow industry news, trade [removed: issues,] [added: tariffs,] exchange rates, foreign demand, weather, [added: 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 [removed: customer] [added: guest] resistance.

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $1.9] [added: $2.3] billion in cash and cash equivalents, current and long-term investments, and restricted cash, of which the substantial majority are interest bearing.

As of December 31, [removed: 2023,] [added: 2024,] we owned and operated [removed: 3,371] [added: 3,644] Chipotle restaurants throughout the United States (“U.S.”) and [removed: 66] [added: 82] international Chipotle restaurants.

We manage our [added: U.S.] operations based on [removed: eight] [added: ten] regions and aggregate our operations to one reportable segment.

[removed: Sustaining] [added: - Sustaining] world class people leadership by developing and retaining [removed: diverse] [added: top] talent at every level; [added: and]

[removed: Running] [added: - Running] successful restaurants with a people accountable culture that provides great Food with Integrity while delivering exceptional in-restaurant and digital experiences;

[removed: Making] [added: - Making] the brand visible, relevant, and loved to [added: acquire new guests and] improve overall guest engagement;

[removed: Amplifying] [added: - Amplifying] technology and innovation to drive growth and productivity at our restaurants, support centers and in our supply chain; [removed: and]

[removed: Expanding] [added: - Expanding] access and convenience by accelerating new restaurant openings in North America and internationally.

Serving high-quality food [removed: while still charging] [added: at] reasonable prices is critical to ensuring guests enjoy wholesome food at a great value.

In [removed: our Chipotle] [added: Chipotle-owned and operated] restaurants, we strive to serve only [removed: meats] [added: animal products] that are raised in accordance with criteria we have established in an effort to improve sustainability and promote animal welfare, and without the use of non-therapeutic antibiotics or added growth hormones.

We brand [removed: these] [added: our] meats as “Responsibly Raised®.” We also seek to use responsibly grown produce, by which we mean produce grown by suppliers whose practices conform to our Food with Integrity standards and our priorities with respect to environmental considerations and employee welfare.

[removed: Our] [added: We work with] 26 independently owned and operated regional distribution centers [added: that] purchase from various suppliers we carefully select based on [removed: quality, price, availability, and] the [removed: suppliers’] [added: suppliers'] understanding of and adherence to our mission and Food with Integrity [removed: standards.][added: standards, quality and price availability.]

We have also sought to [removed: increase, where practical,] [added: increase] the number of suppliers for our ingredients to help mitigate pricing volatility and reduce our reliance on one or several suppliers, which could create supply shortages.

In addition, we closely monitor industry news, trade tariffs, weather, exchange rates, foreign demand, [added: geopolitical] crises and other world events that may affect our ingredient prices or available supply.

Certain key ingredients [removed: (beef, tomatoes, tortillas and adobo)] are purchased from a small number of suppliers.

[removed: natural] [added: - naturally derived] inhibitors [removed: (to] [added: to] prevent microbial growth in [removed: ingredients);][added: ingredients;]

[removed: advanced] [added: - advanced] technologies [removed: (tools] [added: and tools] that reduce or eliminate pathogens while maintaining food [removed: quality);][added: quality;]

[removed: enhanced] [added: - enhanced] restaurant procedures [removed: (protocols] [added: and protocols] for handling ingredients and sanitizing surfaces in our [removed: restaurants);][added: restaurants;]

[removed: food] [added: - food] safety certifications;

[removed: internal] [added: - internal] and third-party restaurant inspections;

[removed: small] [added: - small] grower support during on-site audits;

[removed: supplier] [added: - supplier] interventions [removed: (steps] [added: steps] to mitigate food safety risks before ingredients reach [removed: Chipotle);] [added: Chipotle;] and

[removed: ingredient] [added: - ingredient] traceability.

Our food safety programs are also intended to ensure [removed: that] we not only continue to comply with applicable [removed: national, federal, state and local] food safety regulations, but also establish Chipotle as an industry leader in food safety.

The Food Safety Advisory Council is charged with evaluating our programs and advising us on ways to [added: maintain and] elevate our [removed: already high standards for] food [removed: safety.][added: safety program.]

Digital [removed: Business][added: Business and Innovation]

[removed: In recent years, we] [added: We] have [removed: significantly upgraded our capabilities by digitizing our restaurant kitchens, expanding our partnerships] [added: made digital ordering convenient] with [removed: third-party delivery services] [added: continued enhancements to our app] and [added: by] building more Chipotlanes, which is our drive through format for [removed: customer] [added: guest] pick-up of digital orders.

Digital sales represent food and beverage revenue [added: for company-owned restaurants] generated through the Chipotle website, Chipotle app or third-party delivery aggregators and include revenue deferrals associated with Chipotle Rewards.

Digital sales represented [removed: 37.4%] [added: 35.1%] of food and beverage revenue in [removed: 2023,] [added: 2024,] compared to [removed: 39.4% of food and beverage revenue] [added: 37.4%] in [removed: 2022.][added: 2023.]

At Chipotle, our vision is to cultivate an environment where our employees can [removed: thrive, pursue their passion] [added: thrive] and [removed: become lifelong] [added: grow into great] leaders.

We believe in investing and supporting our people because they are our most important [removed: asset and give us a competitive advantage in our business.][added: asset.]

As of December 31, [removed: 2023,] [added: 2024,] Chipotle employed [removed: 116,068] [added: 130,504] people worldwide and [removed: 1,088] [added: 1,328] contract workers.

Of our employees, [removed: 114,042] [added: 127,820] worked in the United States, and [removed: 2,026] [added: 2,684] worked internationally across Canada, France, Germany, and the United Kingdom.

Within the U.S., [removed: 112,572] [added: 126,233] employees worked in our restaurants, and [removed: 1,470] [added: 1,587] in our Restaurant Support [removed: Centers.][added: Centers and Field Leadership.]

[removed: We] [added: There were no union petitions or campaigns in 2024, and we] continue to bargain [added: in good faith] with the one restaurant that voted in 2022 to form a [removed: union, and we believe that our relationship with our employees is good.][added: union.]

[removed: Description automatically generated](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231x10kg001.jpg)][added: ]

Our most recent [removed: EEO-1] [added: Equal Employment Opportunity] consolidated report is posted on the Investors page of our website at www.ir.chipotle.com under Corporate Governance – Human Capital Information and additional details about the demographics of our employee population is included in our biennial Sustainability Report and interim Update Report on our website www.chipotle.com/sustainability*.*

[removed: We created] [added: - We continue to drive] a consistent and structured candidate interview process with [removed: new] interview guides.

This ensures [removed: quality, speed and] [added: top candidates are identified through] equitable hiring practices [removed: are followed throughout] [added: in both] internal and external candidate interviews.

We also launched an internal job board across multiple communication channels to [removed: our employees to] provide increased visibility and access to internal opportunities.

[removed: We] [added: - We] have a holistic approach to pay equity to ensure consistent and equitable [removed: treatment] [added: compensation] among our employees.

Additionally, we had three international licensed restaurants.

We are also investing in technology and tools to modernize the back of house of our restaurants and to improve the team member experience.

We also continue to focus on building a positive people culture where employees feel supported, heard, and are able to grow with Chipotle.

We remain committed to the growth, development, and advancement of our people.

In 2024, over 85% of our in-restaurant leadership roles were filled through internal promotions, which remains a critical component to our staffing strategy.

To continually attract and hire external talent, we remain focused on creating a best-in-class job seeker and General Manager hiring experience that prioritizes speed, but that also aims to create a transparent process; an experience that identifies shift-specific needs and elevates our talent bar for quality-of-hire.

We have seen early success with our new virtual hiring assistant "Ava Cado", almost doubling our application flow.

With Ava Cado, approximately 90% of applications are completed, and restaurants are leveraging automated interview rescheduling, freeing up managers to run great restaurants and serve our guests.

To expand our recruitment marketing efforts we continue developing both new and existing partnerships, such as Transition Overwatch and Recruit Military, which assist transitioning Veterans and their spouses.

We also prioritize understanding the hiring needs of our international operations in Canada, the United Kingdom, France, and Germany.

Our purpose extends beyond serving nutritious food using real ingredients.

We are on a journey to create a global culture where everyone is welcome and feels a genuine sense of belonging, and we believe this is achieved through our daily interactions and commitment to model inclusive leadership.

In 2024, Chipotle continued to invest in employee development and training.

Our learning programs include inclusive topics and skill-building to provide our leaders with the resources they need to succeed in their current roles and prepare for the future.

Our training programs will continue to evolve to respond to a constantly changing world.

Devotion to our culture of inclusivity emanates from our values and the belief that our people make us what we are.

We do not see inclusion as a moment, but a movement towards a future where all people can experience success as their best authentic selves.

That is why our efforts are not confined to certain roles, departments, identities, or geographies.

Driven by a strategy spanning across culture, community, candidate, career, and commerce, we are making meaningful strides towards a future where diversity is understood, embraced, and is a source of our strength.

Maintaining a work environment where all people can succeed as their full authentic self is critical to our success as a business.

To deliver meaningful programs that meet the needs of our employees, it is important we understand the dynamic composition of our workforce.

As of December 31, 2024, 48.9% of our workforce was male and 49.8% of our workforce was female.

We have undertaken a range of activity to promote a culture of inclusion:

- In 2024, Chipotle hired a Director of C&I to create and execute a strategy for inclusion, advise across Centers of Excellence, and enhance existing programs with C&I training.

This specialized role is also responsible for the continued maturation of our Employee Resource Groups through a new strategy that improves the leader and member experience.

Talent Management

We are committed to cultivating a high-performing workforce through a talent development strategy that prioritizes attracting, developing, and retaining exceptional talent at every level of the organization.

In 2024, we promoted over 23,000 employees.

Importantly, amongst our Field Leadership roles (Field Leaders, Team Directors, Regional Directors of Operations, and Regional Vice Presidents), the internal promotion rate was above 80%.

Our robust hiring, onboarding, and training programs ensure our newly hired and recently promoted employees are set up for success and are aligned with Chipotle's values and goals.

We deployed a variety of critical programming ensuring leadership development where most needed.

Some notable highlights include:

- Cultivate University is our leadership training program for new Field Leaders and Team Directors navigating multi-unit management for the first time.

Leaders are brought together for a four-day immersive leadership experience designed to bolster leadership skills, while validating and grounding attendees in the operational skills necessary to succeed.

In 2024, we had 129 leaders complete the program.

- We introduced additional required restaurant leader training at all levels in 2024, building skills around accountability, coaching, feedback, delegation, and resolving conflict.

The courses are designed to align with the leadership skills necessary to excel at each level of restaurant management.

- We formalized our Field Leader in Training materials and have seen cohorts launch throughout the business, ensuring that Managers interested in promotion are getting the development they need to take on the next role.

In addition, to ensure leadership continuity, we maintain a robust succession planning process, focusing on critical roles across the company.

In 2024, we identified successors for 72% of key positions and continued to develop individualized development plans tailored to prepare successors for readiness.

We have made digital ordering convenient with enhancements to the Chipotle app and website, such as customization, contactless delivery, and group ordering and we have improved the overall guest experience within the app with the inclusion of order readiness messaging, wrong location detection and reminders to scan for points.

There were no union petitions or campaigns in 2023.

We also believe our efforts to manage our workforce have been effective, as evidenced by a strong culture and our employees’ demonstrated commitment to living our purpose and values.

We continue to invest heavily in recruiting top talent and ensuring appropriate staffing levels are maintained, especially during our two peak hiring seasons (spring and fall).

We focus on new and innovative ways to attract and engage talent for our restaurants, which includes marketing campaigns that build on our documentary-style television spots, featuring unscripted testimonials from team members about the impact Chipotle has had on their lives.

We invest in advertising on social media and highlight growth opportunities and the possible trajectory of achieving six-figure total compensation in approximately three years.

Additionally, we now offer a formal Summer Internship Program to invest in students while creating opportunities for our restaurant employees to further gain exposure to our Restaurant Support Centers.

Diversity, Equity & Inclusion

Maintaining a diverse, equitable and inclusive work environment is critical to our success as a business.

As of December 31, 2023, U.S.-based employee diversity statistics were as follows:

![A pie chart with text

![A graph of employees by race and ethnicity

Description automatically generated](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231x10kg002.jpg)

Notably, our rate of internal promotions for 2023 was similar within our employee populations, with approximately 50% of promoted employees identifying as female and 39% of promoted employees identifying as Hispanic or Latino.

We have undertaken several actions to promote diverse, equitable and inclusive work environments.

Since December 2021, we have participated in Management Leadership for Tomorrow’s Black Equity at Work Certification Program, which establishes a comprehensive aggregate measurement system and provides a rigorous, results-oriented approach that accelerates progress toward Black equity internally, amongst our employees, and externally by supporting Black equity within our business partners and in the communities where we operate.

In early 2023, we engaged an independent third-party consultant to conduct a Talent Management Equity Audit to identify places in our talent management cycle where we may need to eliminate bias and/or create more equitable policies, practices, and procedures; identify potential blockers and new opportunities to create and sustain equity in talent management; and identify key strengths and pockets of risk.

The consultant concluded that Chipotle has a robust set of processes, practices and policies to enable equitable talent recruiting, development and retention throughout the company and identified opportunities to strengthen Chipotle’s existing practices.

See the Investors page of our website at www.ir.chipotle.com under Corporate Governance – Human Capital Information for additional details.

Talent Development

We provide high-quality growth and development opportunities to retain top talent and support internal promotions.

In 2023, we had more than 24,000 internal promotions, including 100% of U.S. based Regional Vice Presidents, 87% of Team Directors, and 87% of Field Leaders.

To develop our employees, we provide the following programs:

Cultivate University: A four-day immersive leadership experience designed to upskill our new multi-unit restaurant leaders to excel in their role and execute on their Top 5 KPIs.

Participants are introduced to a variety of leadership models as well as operational tools to support them in leading effective teams and driving results in their restaurants.

General Manager Upskilling: Trains our restaurant leaders in fundamental soft skills to help bolster their leadership acumen so that they can better lead their teams and create an exceptional guest experience.

Executive Development: Focuses on developing high potential Team Directors in areas such as leadership, marketing, business and finance, data and analytics, ESG and hospitality, so they gain an in-depth understanding of various functions within the company.

Teach & Taste Live seminars: Offers lunch and learn sessions on leadership topics such as effective communication, emotional intelligence, and building a culture of accountability to provide on-going professional development for employees at our Restaurant Support Centers.

Each course introduces a new leadership skill and offers best practices and actionable tools to continue developing the top talent that supports our field operations.

Development courses and online programs that focus on creating a culture of belonging.

Online executive coaching for mid- and senior-level leaders throughout the organization.

Succession Planning: We utilize talent calibrations to identify a diverse pipeline of emerging leaders and define appropriate development programs.

In 2023, we launched a program that provides our medically enrolled employees and their families with a Health Pro who can help them navigate the complex healthcare environment, helping them understand how their health benefits cover their care, how to save money, as well as get expert, high-quality medical care.

Giving employees the opportunity to provide anonymous feedback is a key part of our employee engagement strategy, which positively contributes to our culture.

This begins with soliciting feedback regarding onboarding.

As of December 31, 2023, 9 in 10 respondents in our restaurants reported a favorable onboarding experience.

For our employees in field support organizations and Restaurant Support Centers, nearly 95% of respondents had a favorable view of their onboarding.

Results of our surveys are shared with business partners and senior leaders, who continuously work to improve the experience for all employees.

To encourage a collaborative working culture between our Restaurant Support Centers and restaurant operations, we created an Operations Council comprised of employees from restaurant and field leadership, operations, and our business partners, who work together to share feedback and implement new projects collaboratively.

Additionally, to promote an engaged culture, we respond to employees quickly via our Employee Service Center (“ESC”).

“Commitments and [removed: Contingencies”](#Note_11)] [added: Contingencies”](#i9dfd4dc468064b2c9c891f1ea8fab677_124)] in our consolidated financial statements included in Item 8.

[removed: FORM 10-K][added: FORM 10-K]

[removed: ANNUAL] [added: x ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: TRANSITION] [added: o TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File [removed: Number: 1-32731][added: Number: 1-32731]

| Delaware | [added: | |] 84-1219301 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | [added: | |] (IRS Employer Identification No.) | [added: | |]

| 610 Newport Center [removed: Drive, Suite 1100 Newport Beach, CA] [added: Drive, Suite 1100 Newport Beach, CA] | [added: | |] 92660 | [added: | |]

| (Address of Principal Executive Offices) | [added: | |] (Zip Code) | [added: | |]

Registrant’s telephone number, including area code: [removed: (949) 524-4000][added: (949) 524-4000]

| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]

| Common stock, par value $0.01 per share | [added: | |] CMG | [added: | |] New York Stock Exchange | [added: | |]

Yes [removed: ] [added: x] No [removed: ][added: o]

Yes [removed: ] [added: o] No [removed: ][added: x]

Yes [removed: ] [added: x] No [removed: .][added: o]

| [removed: ] [added: x] Large accelerated filer | [removed: ] [added: | | o] Accelerated filer | [removed: ] [added: | | o] Non-accelerated filer | [removed: ] [added: | | o] Smaller reporting company | [removed: ] [added: | | o] Emerging growth company | [added: | |]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the registrant’s outstanding common equity held by non-affiliates was [removed: $46.885] [added: $72.256] billion, based on the closing price of the registrant’s common stock on June [removed: 30, 2023,] [added: 28, 2024,] the last trading day of the registrant’s most recently completed second fiscal quarter.

As of [removed: February 2, 2024,] [added: January 31, 2025,] there were [removed: 27,421,169] [added: 1,355,337] shares of the registrant’s common stock, par value of $0.01 per share outstanding.

Part III incorporates certain information by reference from the registrant’s definitive proxy statement for the [removed: 2024] [added: 2025] annual meeting of shareholders, which will be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, [removed: 2023.][added: 2024.]

| [removed: PART I] [added: [PART I](#i9dfd4dc468064b2c9c891f1ea8fab677_10)] | | | [added: | | | | | |]

| [removed: Item 1.] [added: [Item 1.](#i9dfd4dc468064b2c9c891f1ea8fab677_13)] | [removed: [Business](#Item_1)] | [removed: 3] | [added: [Business](#i9dfd4dc468064b2c9c891f1ea8fab677_13) | | | [3](#i9dfd4dc468064b2c9c891f1ea8fab677_13) | | |]

| [removed: Item 1A.] [added: [Item 1A.](#i9dfd4dc468064b2c9c891f1ea8fab677_16)] | [added: | |] [Risk [removed: Factors](#Item_1A)] [added: Factors](#i9dfd4dc468064b2c9c891f1ea8fab677_16)] | [removed: 9] | [added: | [10](#i9dfd4dc468064b2c9c891f1ea8fab677_16) | | |]

| [removed: Item 1B.] [added: [Item 1B.](#i9dfd4dc468064b2c9c891f1ea8fab677_19)] | [added: | |] [Unresolved Staff [removed: Comments](#Item_1B)] [added: Comments](#i9dfd4dc468064b2c9c891f1ea8fab677_19)] | [removed: 19] | [added: | [21](#i9dfd4dc468064b2c9c891f1ea8fab677_19) | | |]

| [removed: Item 1C.] [added: [Item 1C.](#i9dfd4dc468064b2c9c891f1ea8fab677_22)] | [removed: [Cybersecurity](#Item_1C)] | [removed: 19] | [added: [Cybersecurity](#i9dfd4dc468064b2c9c891f1ea8fab677_22) | | | [21](#i9dfd4dc468064b2c9c891f1ea8fab677_22) | | |]

| [removed: Item 2.] [added: [Item 2.](#i9dfd4dc468064b2c9c891f1ea8fab677_25)] | [removed: [Properties](#Item_2)] | [removed: 20] | [added: [Properties](#i9dfd4dc468064b2c9c891f1ea8fab677_25) | | | [23](#i9dfd4dc468064b2c9c891f1ea8fab677_25) | | |]

| [removed: Item 3.] [added: [Item 3.](#i9dfd4dc468064b2c9c891f1ea8fab677_28)] | [added: | |] [Legal [removed: Proceedings](#Item_3)] [added: Proceedings](#i9dfd4dc468064b2c9c891f1ea8fab677_28)] | [removed: 21] | [added: | [23](#i9dfd4dc468064b2c9c891f1ea8fab677_28) | | |]

| [removed: Item 4.] [added: [Item 4.](#i9dfd4dc468064b2c9c891f1ea8fab677_31)] | [added: | |] [Mine Safety [removed: Disclosures](#Item_4)] [added: Disclosures](#i9dfd4dc468064b2c9c891f1ea8fab677_31)] | [removed: 21] | [added: | [23](#i9dfd4dc468064b2c9c891f1ea8fab677_31) | | |]

| [removed: PART II] [added: [PART II](#i9dfd4dc468064b2c9c891f1ea8fab677_34)] | | | [added: | | | | | |]

| [removed: Item 5.] [added: [Item 5.](#i9dfd4dc468064b2c9c891f1ea8fab677_37)] | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#Item_5)] [added: Securities](#i9dfd4dc468064b2c9c891f1ea8fab677_37)] | [removed: 22] | [added: | [24](#i9dfd4dc468064b2c9c891f1ea8fab677_37) | | |]

| [removed: Item 6.] [added: [Item 6.](#i9dfd4dc468064b2c9c891f1ea8fab677_40)] | [removed: [Reserved](#Item_6)] | [removed: 24] | [added: [Reserved](#i9dfd4dc468064b2c9c891f1ea8fab677_40) | | | [25](#i9dfd4dc468064b2c9c891f1ea8fab677_40) | | |]

| [removed: Item 7.] [added: [Item 7.](#i9dfd4dc468064b2c9c891f1ea8fab677_43)] | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#Item_7)] [added: Operations](#i9dfd4dc468064b2c9c891f1ea8fab677_43)] | [removed: 24] | [added: | [26](#i9dfd4dc468064b2c9c891f1ea8fab677_43) | | |]

| [removed: Item 7A.] [added: [Item 7A.](#i9dfd4dc468064b2c9c891f1ea8fab677_70)] | [added: | |] [Quantitative and Qualitative Disclosure About Market [removed: Risk](#Item_7A)] [added: Risk](#i9dfd4dc468064b2c9c891f1ea8fab677_70)] | [removed: 32] | [added: | [34](#i9dfd4dc468064b2c9c891f1ea8fab677_70) | | |]

| [removed: Item 8.] [added: [Item 8.](#i9dfd4dc468064b2c9c891f1ea8fab677_73)] | [added: | |] [Financial Statements and Supplementary [removed: Data](#Item_8)] [added: Data](#i9dfd4dc468064b2c9c891f1ea8fab677_73)] | [removed: 33] | [added: | [35](#i9dfd4dc468064b2c9c891f1ea8fab677_73) | | |]

| | [added: | |] [Report of Independent Registered Public Accounting [removed: Firm](#Report_of_Independent)] [added: Firm](#i9dfd4dc468064b2c9c891f1ea8fab677_76)] (PCAOB ID: 42) | [removed: 33] | [added: | [35](#i9dfd4dc468064b2c9c891f1ea8fab677_76) | | |]

| | [added: | |] [Notes to Consolidated Financial [removed: Statements](#Notes_to_FS)] [added: Statements](#i9dfd4dc468064b2c9c891f1ea8fab677_91)] | [removed: 39] | [added: | [41](#i9dfd4dc468064b2c9c891f1ea8fab677_91) | | |]

| | [added: | |] [Note 1 – Description of Business and Summary of Significant Accounting [removed: Policies](#Note_01)] [added: Policies](#i9dfd4dc468064b2c9c891f1ea8fab677_94)] | [removed: 39] | [added: | [41](#i9dfd4dc468064b2c9c891f1ea8fab677_94) | | |]

| | [added: | |] [Note 2 – Supplemental Balance Sheet [removed: Information](#Note_02)] [added: Information](#i9dfd4dc468064b2c9c891f1ea8fab677_97)] | [removed: 45] | [added: | [48](#i9dfd4dc468064b2c9c891f1ea8fab677_97) | | |]

| | [added: | |] [Note 3 – Revenue [removed: Recognition](#Note_03)] [added: Recognition](#i9dfd4dc468064b2c9c891f1ea8fab677_100)] | [removed: 46] | [added: | [49](#i9dfd4dc468064b2c9c891f1ea8fab677_100) | | |]

| | [added: | |] [Note 4 – Fair Value [removed: Measurements](#Note_04)] [added: Measurements](#i9dfd4dc468064b2c9c891f1ea8fab677_103)] | [removed: 47] | [added: | [50](#i9dfd4dc468064b2c9c891f1ea8fab677_103) | | |]

| | [added: | |] [Note 5 – Equity [removed: Investments](#Note_05)] [added: Investments](#i9dfd4dc468064b2c9c891f1ea8fab677_106)] | [removed: 49] | [added: | [51](#i9dfd4dc468064b2c9c891f1ea8fab677_106) | | |]

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Yes x No o.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Yes o No x

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | [Consolidated Balance Sheets](#i9dfd4dc468064b2c9c891f1ea8fab677_79) | | | [37](#i9dfd4dc468064b2c9c891f1ea8fab677_79) | | |

| | | | [Consolidated Statements of Income and Comprehensive Income](#i9dfd4dc468064b2c9c891f1ea8fab677_82) | | | [38](#i9dfd4dc468064b2c9c891f1ea8fab677_82) | | |

| | | | [Consolidated Statements of Shareholders’ Equity](#i9dfd4dc468064b2c9c891f1ea8fab677_85) | | | [39](#i9dfd4dc468064b2c9c891f1ea8fab677_85) | | |

| | | | [Consolidated Statements of Cash Flows](#i9dfd4dc468064b2c9c891f1ea8fab677_88) | | | [40](#i9dfd4dc468064b2c9c891f1ea8fab677_88) | | |

| | | | [Note 14 – Segment Reporting](#i9dfd4dc468064b2c9c891f1ea8fab677_638) | | | [61](#i9dfd4dc468064b2c9c891f1ea8fab677_130) | | |

| [PART IV](#i9dfd4dc468064b2c9c891f1ea8fab677_163) | | | | | | | | |

| | | | [Signatures](#i9dfd4dc468064b2c9c891f1ea8fab677_172) | | | [71](#i9dfd4dc468064b2c9c891f1ea8fab677_172) | | |

*This report includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the number of new restaurants we expect to open in 2025 and the number that will include a Chipotlane; our expectation to generate positive cash flow and that our cash from operations will be sufficient to meet ongoing capital expenditures, working capital requirements and other cash needs for the foreseeable future; our expected capital expenditures in 2025 for the construction of new restaurants, remodeling existing restaurants, new equipment and hardware, and technology; our ability to manage risks and pricing volatility in our supply chain; our expectations regarding the outcomes of pending legal matters; the effectiveness of our food safety and cybersecurity programs; our plans for continuing stock buybacks*; *and all other statements that are not historical facts.

| | |

| --- | --- |

| | | |

| --- | --- | --- |

| | | | | |

| --- | --- | --- | --- | --- |

| | [Consolidated Balance Sheets as of December 31, 2023 and 2022](#Consolidated_BS) | 35 |

| | [Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021](#Consolidated_IS) | 36 |

| | [Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021](#Consolidated_SOE) | 37 |

| | [Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021](#Consolidated_SCF) | 38 |

| PART IV | | |

| | [Signatures](#Signatures) | 66 |

*This report includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projected cash from operations, expected capital expenditures for 2024 and all other statements that are not historical facts.

These forward-looking statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties.

We also engage an independent third party to [added: periodically] perform internal and external penetration testing of Chipotle's information security environment [removed: periodically] and engage other third parties to periodically conduct assessments of our cybersecurity capabilities.

The Committee regularly reviews [removed: and discusses] with [removed: our CISO] and [removed: our CCTO the Company’s] [added: discusses] cybersecurity, privacy and data security programs, the status of projects to strengthen internal cybersecurity, results from third-party assessments, and any significant cybersecurity incidents, including recent incidents at other companies and the emerging threat [removed: landscape.][added: landscape with our CISO and CCTO.]

“Description of Business and Summary of Significant Accounting [removed: Policies”](#Note_01)] [added: Policies”](#i9dfd4dc468064b2c9c891f1ea8fab677_94)] and [Note 9.

[removed: “Leases”](#Note_09)] [added: “Leases”](#i9dfd4dc468064b2c9c891f1ea8fab677_118)] in our consolidated financial statements included in Item 8.

As of December 31, 2024, Chipotle and our consolidated subsidiaries owned and operated 3,726 restaurants.

As of December 31, 2023, there were 3,437 restaurants operated by Chipotle and our consolidated subsidiaries.

As of [removed: February 5, 2024,] [added: January 31, 2025,] there were approximately [removed: 1,508] [added: 2,394] shareholders of record.

The table below reflects shares of common stock we repurchased during the fourth quarter of [removed: 2023.][added: 2024.]

| [added: Period] | | | [added: | | |] Total Number of Shares Purchased | | [added: | | | |] Average Price Paid Per Share | | | [added: | | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | | [added: | | | |] Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs] [added: Programs(2)] | | [added: |]

[removed: (1) Shares] [added: (1)Shares] were repurchased pursuant to repurchase programs announced on July [removed: 26, 2023] [added: 24, 2024] and October [removed: 26, 2023.][added: 29, 2024.]

[removed: (2) The] [added: (2)The] December total includes an additional [removed: $200] [added: $300] million in authorized repurchases approved on December [removed: 14, 2023] [added: 17, 2024] and announced February [removed: 6, 2024.][added: 4, 2025.]

The following graph compares the cumulative annual stockholders return on our common stock from December 31, [removed: 2018,] [added: 2019,] through December 31, [removed: 2023,] [added: 2024,] to that of the total return index for the S&P 500 and the S&P 500 Restaurants Index assuming an investment of $100 on December 31, [removed: 2018.][added: 2019.]

| Company/Index | [removed: 2018] | | [removed: |] 2019 | | | [added: | | |] 2020 | | | [added: | | |] 2021 | | | [added: | | |] 2022 | | | [added: | | |] 2023 | | [added: | | | | 2024 | | |]

*$100 invested on December 31, [removed: 2018,] [added: 2019,] in stock or index, including reinvestment of dividends.

Fiscal year ending December 31, [removed: 2023.][added: 2024.]

Source data: [removed: FactSet][added: Bloomberg]

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Purchased 10/1 through 10/31 | | | | | | 1,474,582 | | | | | | $ | 58.05 | | | | | 1,474,582 | | | | | | $ | 973,992,478 | |

| Purchased 11/1 through 11/30 | | | | | | 2,348,512 | | | | | | $ | 59.14 | | | | | 2,348,512 | | | | | | $ | 835,097,636 | |

| Purchased 12/1 through 12/31 | | | | | | 1,713,277 | | | | | | $ | 62.31 | | | | | 1,713,277 | | | | | | $ | 1,028,341,738 | |

| Total | | | | | | 5,536,371 | | | | | | $ | 59.83 | | | | | 5,536,371 | | | | | | | | |


| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Chipotle Mexican Grill, Inc. | | | $ | 100 | | | | | $ | 166 | | | | | $ | 209 | | | | | $ | 166 | | | | | $ | 273 | | | | | $ | 360 | |

| S&P 500 | | | 100 | | | | | | 116 | | | | | | 148 | | | | | | 119 | | | | | | 148 | | | | | | 182 | | |

| S&P 500 Restaurants | | | 100 | | | | | | 116 | | | | | | 140 | | | | | | 126 | | | | | | 142 | | | | | | 146 | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October | | | 52,611 | | $ | 1,840.49 | | 52,611 | | $ | 271,538,394 |

| | *Purchased 10/1 through 10/31* | | | | | | | | | | |

| November | | | 13,084 | | $ | 2,092.54 | | 13,084 | | $ | 244,159,596 |

| | *Purchased 11/1 through 11/30* | | | | | | | | | | |

| December | | | 8,828 | | $ | 2,271.49 | | 8,828 | | $ | 424,106,921 |

| | *Purchased 12/1 through 12/31* | | | | | | | | | | |

| Total | | | 74,523 | | $ | 1,935.80 | | 74,523 | | | |

![A graph showing the difference between a grill and a grill

Description automatically generated with medium confidence](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231x10kg003.jpg)

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Chipotle Mexican Grill, Inc. | $ | 100 | | $ | 194 | | $ | 321 | | $ | 405 | | $ | 321 | | $ | 536 |

| S&P 500 | | 100 | | | 129 | | | 150 | | | 190 | | | 153 | | | 191 |

| S&P 500 Restaurants | | 100 | | | 122 | | | 141 | | | 170 | | | 153 | | | 172 |

ITEM 6.

RESERVED

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

*You should read the following discussion together with our consolidated financial statements and related notes included in Item 8.

“Financial Statements and Supplementary Data.” This section of the Form 10-K generally discusses 2023 items and year-to-year comparisons of 2023 to 2022.

Discussions of 2021 items and year-to-year comparisons of 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 on our Annual Report on Form 10-K for the year ended December 31, 2022.

The discussion contains forward-looking statements involving risks, uncertainties and assumptions that could cause our results to differ materially from expectations.

See “Cautionary Note Regarding Forward-Looking Statements.” Factors that might cause such differences include those described in Item 1A.

“Risk Factors” and elsewhere in this report.*

Overview

As of December 31, 2023, we operated 3,371 Chipotle restaurants throughout the United States, and 66 international Chipotle restaurants.

We manage our U.S. operations based on eight regions and aggregate our operations to one reportable segment.

Throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” we commonly 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

Restaurant operating costs as a percentage of total revenue

New restaurant openings

2023 Financial Highlights, year-over-year:

Total revenue increased 14.3% to $9.9 billion

Comparable restaurant sales increased 7.9%

Diluted earnings per share was $44.34, a 38.4% increase from $32.04, which includes a $0.52 after-tax impact from expenses related to restaurant and corporate level impairment and closure costs, accelerated depreciation and corporate restructuring, partially offset by a reduction in contingencies related to certain legal proceedings.

*Sales Trends.* Comparable restaurant sales increased 7.9% for the year ended December 31, 2023.

The increase is primarily attributable to higher transactions and, to a lesser extent, an increase in average check.

Report of [removed: Independent Registered] [added: Independent Registered] Public Accounting Firm

We have audited the accompanying consolidated balance sheets of Chipotle Mexican Grill, Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income and comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 7, 2024] [added: 5, 2025] expressed an unqualified opinion thereon.

| | | [added: | | | |] Evaluation of stock-based compensation performance condition assumptions | [added: | |]

| *Description of the Matter* | | [added: | | | |] The Company incurred [removed: $126.7] [added: $134.6] million in stock-based compensation expense during the year ended December 31, [removed: 2023.] [added: 2024.] Approximately [removed: 114,000] [added: 3,649,000] of the Company’s vested and non-vested stock awards were subject to performance conditions during the year ended December 31, [removed: 2023.] [added: 2024.] As described in Notes 1 and 8 of the consolidated financial statements, the Company records the grant date fair value of the performance stock awards and expenses the fair value of the performance stock awards subject to service conditions over the respective vesting period. Stock-based compensation expense of stock awards subject to performance conditions is based on the estimated probability of achieving levels of performance associated with particular levels of payout. Additionally, at each reporting period, the Company evaluates the probable outcome of the performance conditions including consideration of significant assumptions and as applicable, recognizes the cumulative effect of the change in estimate in the period of the change. Auditing the estimated quantity of awards the Company determined are probable of vesting for the Company’s stock awards subject to performance conditions was complex and judgmental. In particular, the stock compensation expense is sensitive to significant assumptions including management’s internal estimates of the Company’s future performance. [added: Those estimates are based on certain targets relating to growth in cumulative base restaurant cash flow dollars.] | [added: | |]

| *How We Addressed the Matter in Our Audit* | | [added: | | | |] We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over stock-based compensation. We tested controls over management’s review of the assumptions used with regards to the performance conditions. We also tested management's controls to validate that data used in management’s internal estimates of the Company’s future performance was complete and accurate. Our substantive audit procedures included, among others, testing the significant assumptions underlying the performance conditions (e.g., certain targets related to growth in cumulative [removed: restaurant cash flow dollars and cumulative] base restaurant cash flow dollars) and testing the completeness and accuracy of the underlying data. We evaluated management’s significant assumptions by comparing the assumptions to current market and economic trends, historical results of the Company's business, and to other relevant factors. We additionally performed a sensitivity analysis of the significant assumptions to evaluate the change in the expense to be recognized for the stock awards subject to performance conditions. We also evaluated the adequacy of the Company’s stock-based compensation disclosures included in Notes 1 and 8 of the consolidated financial statements in relation to these matters. | [added: | |]

| | [added: | |] December 31, | | | | | [added: | | | |]

| | [added: | | 2024 | | | | | |] 2023 | | | [added: | | |] 2022 | | [added: |]

| Assets | | | | | | [added: | | | | | |]

| Current assets: | | | | | | [added: | | | | | |]

| Cash and cash equivalents | [added: | |] $ | [removed: 560,609] [added: 748,537] | | [added: | | |] $ | [removed: 384,000] [added: 560,609] | [added: |]

| Accounts receivable, net | | [removed: 115,535] | [added: 143,963] | | [removed: 106,880] | [added: | | | 115,535 | | |]

| Inventory | | [removed: 39,309] | [added: 48,942] | | [removed: 35,668] | [added: | | | 39,309 | | |]

| Prepaid expenses and other current assets | | [removed: 117,462] | [added: 97,538] | | [removed: 86,412] | [added: | | | 117,462 | | |]

| Income tax receivable | | [removed: 52,960] | [added: 67,229] | | [removed: 47,741] | [added: | | | 52,960 | | |]

| Investments | | [removed: 734,838] | [added: 674,378] | | [removed: 515,136] | [added: | | | 734,838 | | |]

| Total current assets | | [removed: 1,620,713] | [added: 1,780,587] | | [removed: 1,175,837] | [added: | | | 1,620,713 | | |]

| Leasehold improvements, property and equipment, net | | [removed: 2,170,038] | [added: 2,390,126] | | [removed: 1,951,147] | [added: | | | 2,170,038 | | |]

| Long-term investments | | [removed: 564,488] | [added: 868,025] | | [removed: 388,055] | [added: | | | 564,488 | | |]

| Restricted cash | | [removed: 25,554] | [added: 29,842] | | [removed: 24,966] | [added: | | | 25,554 | | |]

| Operating lease assets | | [removed: 3,578,548] | [added: 4,000,127] | | [removed: 3,302,402] | [added: | | | 3,578,548 | | |]

| Other assets | | [removed: 63,082] | [added: 113,728] | | [removed: 63,158] | [added: | | | 63,082 | | |]

| Goodwill | | [added: |] 21,939 | | | [added: | | |] 21,939 | [added: | |]

| Total assets | [added: | |] $ | [removed: 8,044,362] [added: 9,204,374] | | [added: | | |] $ | [removed: 6,927,504] [added: 8,044,362] | [added: |]

| Liabilities and shareholders' equity | | | | | | [added: | | | | | |]

| Current liabilities: | | | | | | [added: | | | | | |]

| Accounts payable | [added: | |] $ | [removed: 197,646] [added: 210,695] | | [added: | | |] $ | [removed: 184,566] [added: 197,646] | [added: |]

| Accrued payroll and benefits | | [removed: 227,537] | [added: 261,913] | | [removed: 170,456] | [added: | | | 227,537 | | |]

| Accrued liabilities | | [removed: 147,688] | [added: 179,747] | | [removed: 147,539] | [added: | | | 147,688 | | |]

| Unearned revenue | | [removed: 209,680] | [added: 238,577] | | [removed: 183,071] | [added: | | | 209,680 | | |]

| Current operating lease liabilities | | [removed: 248,074] | [added: 277,836] | | [removed: 236,248] | [added: | | | 248,074 | | |]

| Total current liabilities | | [removed: 1,030,625] | [added: 1,168,768] | | [removed: 921,880] | [added: | | | 1,030,625 | | |]

| Commitments and contingencies (Note 11) | | | | | | [added: | | | | | |]

| Long-term operating lease liabilities | | [removed: 3,803,551] | [added: 4,262,782] | | [removed: 3,495,162] | [added: | | | 3,803,551 | | |]

| Deferred income tax liabilities | | [removed: 89,109] | [added: 46,208] | | [removed: 98,623] | [added: | | | 89,109 | | |]

| Other liabilities | | [removed: 58,870] | [added: 71,070] | | [removed: 43,816] | [added: | | | 58,870 | | |]

| Total liabilities | | [removed: 4,982,155] | [added: 5,548,828] | | [removed: 4,559,481] | [added: | | | 4,982,155 | | |]

| Shareholders' equity: | | | | | | [added: | | | | | |]

| Preferred stock, $0.01 par value, 600,000 shares authorized, no shares issued as of December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] respectively | | [added: |] \- | | | [added: | | |] \- | [added: | |]

February 5, 2025

| | | | 2024 | | | | | | 2023 | | |

| Additional paid-in capital | | | 2,078,010 | | | | | | 1,937,794 | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Basic | | | $ | 1.12 | | | | | $ | 0.89 | | | | | $ | 0.65 | |

| Diluted | | | $ | 1.11 | | | | | $ | 0.89 | | | | | $ | 0.64 | |

| Basic | | | 1,368,343 | | | | | | 1,377,768 | | | | | | 1,392,543 | | |

| Diluted | | | 1,376,555 | | | | | | 1,385,500 | | | | | | 1,403,077 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Repurchase of common stock | | | \- | | | | | | \- | | | | | | \- | | | | | | 32,029 | | | | | | (925,912) | | | | | | \- | | | | | | \- | | | | | | (925,912) | | |

| Repurchase of common stock | | | \- | | | | | | \- | | | | | | \- | | | | | | 18,192 | | | | | | (662,642) | | | | | | \- | | | | | | \- | | | | | | (662,642) | | |

| Stock-based compensation | | | \- | | | | | | \- | | | | | | 134,635 | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | 134,635 | | |

| Repurchase of common stock | | | (14,506) | | | | | | (145) | | | | | | \- | | | | | | 4,323 | | | | | | (249,540) | | | | | | (827,739) | | | | | | \- | | | | | | (1,077,424) | | |

| Retirement of treasury stock | | | (507,166) | | | | | | (5,072) | | | | | | \- | | | | | | (507,166) | | | | | | 5,194,196 | | | | | | (5,189,124) | | | | | | \- | | | | | | \- | | |

| Net income | | | \- | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | \- | | | | | | 1,534,110 | | | | | | \- | | | | | | 1,534,110 | | |

| Balance, December 31, 2024 | | | 1,358,751 | | | | | | $ | 13,586 | | | | | $ | 2,078,010 | | | | | $ | \- | | | | | $ | \- | | | | | $ | 1,574,232 | | | | | $ | (10,282) | | | | | $ | 3,655,546 | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net income | | | $ | 1,534,110 | | | | | $ | 1,228,737 | | | | | $ | 899,101 | |

| Depreciation and amortization | | | 335,030 | | | | | | 319,394 | | | | | | 286,826 | | |

| Repurchase of common stock | | | (1,001,559) | | | | | | (592,349) | | | | | | (830,140) | | |

*See accompanying notes to consolidated financial statements.*

Additionally, we had three international licensed restaurants.

Additional details on the nature of our business and our reportable operating segment are included in [Note 14.

"Segment Reporting"](#i9dfd4dc468064b2c9c891f1ea8fab677_638).

On June 26, 2024, we effected a 50-for-1 stock split of our common stock and proportionately increased the number of authorized shares of common stock.

All share and per share information, including share-based compensation, throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split.

The shares of common stock retain a par value of $0.01 per share.

Accordingly, an amount equal to the par value of the additional shares issued in the stock split was reclassified from capital in excess of par value to common stock.

In the second quarter of 2024 we retired all treasury stock owned, which was recognized as a deduction from common stock for the shares' par value and the excess of cost over par as a deduction from retained earnings.

All shares of common stock that we repurchase are immediately retired and not held as treasury stock.

We also have investments in notes receivable.

Capitalized software includes the costs of developing or obtaining internal-use software, such as external direct costs of materials and services, payroll and benefits costs, additional functionality, and costs to develop or obtain software that allows for access or conversion of historical data by new systems.

We capitalize costs when the preliminary project stage is complete, management has authorized and committed to funding the software project, it is probable that the software project will be completed, and it is probable that the software will be used to perform the intended function.

PSUs generally vest on the third anniversary of the grant date, depending on performance levels achieved relative to the target market and performance factors in each PSU agreement.

The grant date fair value of RSUs is based on the closing price of Chipotle common stock on the award date.

The grant date fair value of PSUs that contain only performance conditions is based on the closing price of Chipotle common stock on the award date, where the grant date fair value of PSUs that also contain market conditions consider the output of the Monte Carlo simulation in the grant date fair value, as applicable.

The grant date fair value of SOSARs is determined using the Black-Scholes valuation model.

| | | |

| --- | --- | --- |

February 7, 2024

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Additional paid-in capital | | 1,956,160 | | | 1,829,304 |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Basic | $ | 44.59 | | $ | 32.28 | | $ | 23.21 |

| Diluted | $ | 44.34 | | $ | 32.04 | | $ | 22.90 |

| Basic | | 27,555 | | | 27,851 | | | 28,132 |

| Diluted | | 27,710 | | | 28,062 | | | 28,511 |

| | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, December 31, 2020 | 36,704 | | $ | 367 | | $ | 1,549,909 | | 8,703 | | $ | (2,802,075) | | $ | 3,276,163 | | $ | (4,229) | | $ | 2,020,135 |

| Acquisition of treasury stock | \- | | | \- | | | \- | | 349 | | | (554,027) | | | \- | | | \- | | | (554,027) |

| Net income | \- | | | \- | | | \- | | \- | | | \- | | | 652,984 | | | \- | | | 652,984 |

| Acquisition of treasury stock | \- | | | \- | | | \- | | 641 | | | (925,912) | | | \- | | | \- | | | (925,912) |

| Acquisition of treasury stock | \- | | | \- | | | \- | | 364 | | | (662,642) | | | \- | | | \- | | | (662,642) |

| Acquisition of treasury stock | | (592,349) | | | (830,140) | | | (466,462) |

In the current year we closed all non-Chipotle restaurants.

Impairment charges on investments are recognized in interest and other income, net on the consolidated statements of income and comprehensive income when management believes the decline in the fair value of the investment is other-than-temporary.

| | |

| --- | --- |

Other assets consist primarily of a rabbi trust as described further in [Note 4.

“Fair Value Measurements,”](#Note_04) software as a service implementation costs where the service period is greater than one year, an equity method investment described further in [Note 5.

“Equity Investments”](#Note_05) and transferable liquor licenses.

We offer our customers delivery in almost all of our geographic regions.

The result of this annual breakage assessment did not have a material impact on our consolidated financial statements.

During 2023, we issued shares as part of employee compensation pursuant to the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan (the “2022 Incentive Plan”).

We have also granted stock awards with performance vesting conditions and/or market vesting conditions.

| Other current assets | | 19,792 | | | 17,245 |

4.

Additionally, we maintain a deferred compensation plan with related assets held in a rabbi trust.

| | | | | | | | | | | | | | | | | | | | | |

| Cash | $ | 75,829 | | $ | \- | | $ | \- | | $ | 75,829 | | $ | 75,829 | | $ | \- | | $ | \- |

| U.S. Treasury securities | | 847,354 | | | 63 | | | 14,355 | | | 833,062 | | | \- | | | 515,136 | | | 332,218 |

| Subtotal | | 1,155,525 | | | 63 | | | 14,355 | | | 1,141,233 | | | 308,171 | | | 515,136 | | | 332,218 |

| Corporate debt security(2) | | 17,900 | | | \- | | | 700 | | | 17,200 | | | \- | | | \- | | | 17,900 |

| Note receivable(3) | | 4,860 | | | 222 | | | \- | | | 5,082 | | | \- | | | \- | | | 5,082 |

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 [removed: and Administrative] Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, [removed: 2023,] [added: 2024,] we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial [removed: and Administrative] 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 [removed: and Administrative] Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

There were no changes during the fiscal quarter ended December 31, [removed: 2023] [added: 2024] 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.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (the “2013 framework”).

Based on that assessment, management concluded that, as of December 31, [removed: 2023,] [added: 2024,] our internal control over financial reporting was effective based on the criteria established in the 2013 framework.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

We have audited Chipotle Mexican Grill, Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Chipotle Mexican Grill, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 7, 2024] [added: 5, 2025] expressed an unqualified opinion thereon.

February 5, 2025

‎

February 7, 2024

[removed: The Rule 10b5-1 trading arrangement complies with our Insider Trading Policy and actual] [added: Actual] transactions will be disclosed in Section 16 filings made with the SEC in accordance with applicable securities laws, rules and regulations.

Except as disclosed below, no Section 16 officer or director, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 adopted modified or terminated a written trading plan for the purchase or sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K of the Exchange Act).

Scott Boatwright, our Chief Executive Officer, adopted a new written trading plan on December 6, 2024 for the sale of up to 247,050 shares of the Company’s common stock, subject to certain conditions, from March 5, 2025, at the earliest, until December 31, 2025, at the latest.

This trading plan was adopted during an open trading window and complies with the Company’s Insider Trading Policy.

During the fiscal quarter ended December 31, 2023, one Section 16 officer adopted modified or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):

Christopher Brandt, Chief Brand Officer, adopted a new trading plan on December 14, 2023 (with the first trade under the plan to occur on or after March 15, 2024).

The trading plan will be effective until January 31, 2025 and provides for the exercise of a SOSAR for 4,453 shares and the sale of the net shares if the Company’s stock price reaches a specified limit order.

Adoption of an Executive Officer Severance Plan and Letter Agreement with the CEO

On February 6, 2024, the Compensation, People and Culture Committee of the Company’s Board of Directors (the “Committee”) approved the Chipotle Mexican Grill, Inc. Executive Officer Severance Plan, which was effective immediately (the “Severance Plan”).

The Severance Plan provides for severance benefits to the “executive officers” of the Company, as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Participants”), if the Participant’s employment is terminated either by the Company without “cause” (excluding termination by the Company due to the Participant’s death or disability) or due to a resignation by the Participant for “good reason” (each as defined in the Severance Plan) that in each case does not entitle the Participant to benefits under the Company’s Change in Control Severance Plan (a “Qualifying Termination”).

Under the Severance Plan, if a Participant experiences a Qualified Termination, the Participant would be eligible to receive (i) cash severance equal to the sum of the Participant’s base salary plus target cash bonus under the Company’s Annual Incentive Plan for the year in which the Qualifying Termination occurs multiplied by two, in the case of the Chief Executive Officer, or one and one-half, in the case of other Participants, which cash severance would be paid in equal installments over 24 months, for the Chief Executive Officer, and 18 months for other Participants, plus (ii) a pro-rated portion of the Participant’s annual bonus under the Company’s Annual Incentive Plan for the year in which the Qualifying Termination occurs, based on the Company’s actual performance, plus (iii) the cash equivalent of the employer portion of the cost of the Company group health plans in which the Participant was participating immediately prior to the Qualifying Termination for 24 months, with respect to the Chief Executive Officer, or for 18 months, with respect to other Participants.

In addition, each Participant will vest in a pro rata portion of their unvested equity awards under the Company’s equity compensation plans, with the performance-based equity awards vesting based on the extent of the Company’s achievement of the applicable performance-based metrics.

Any SOSARs held by the Participant would be exercisable for 12 months after the Qualifying Termination or if earlier, until the expiration date.

A Participant’s eligibility for payments and benefits under the Severance Plan is subject to such Participant’s timely execution and nonrevocation of a separation and general release agreement, in the form provided by the Company, which contains customary confidentiality, non-solicitation and non-disparagement restrictions.

On February 6, 2024 the Committee also approved a letter agreement with the Company’s Chief Executive Officer providing that, if he is subject to a Qualifying Termination under the Severance Plan, he will receive an additional 12 months of pro-rated vesting credit for any equity awards held by him on the Qualifying Termination Date.

The foregoing description of the Severance Plan and the letter agreement with the Company’s Chief Executive Officer does not purport to be complete and is qualified in its entirety by the full text of the Severance Plan and the letter agreement, which are filed as Exhibit 10.25 and Exhibit 10.26 to this annual report on Form 10-K and are incorporated herein by reference.

Incorporated by reference from the definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of shareholders, which will be filed no later than 120 days after December 31, [removed: 2023.][added: 2024.]

Insider Trading Policy

Chipotle maintains an Insider Trading Policy that applies to members of our Board of Directors, our executive officers and all other employees who have access to material, nonpublic information regarding Chipotle.

The Insider Trading Policy is filed as an exhibit to this Annual Report.

Incorporated by reference from the definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of shareholders, which will be filed no later than 120 days after December 31, [removed: 2023.][added: 2024.]

Our current and historical practice is to grant equity awards only during periods when our trading window for insiders is open pursuant to our Insider Trading Policy.

The annual equity grant, including to our executive officers, usually occurs within one week after we publicly announce our financial results for the fourth quarter and full fiscal year and our interim equity grants during the year (for example, to newly hired or promoted employees) usually occurs within one week after we publicly announce our financial results for a financial quarter.

In 2024, the Compensation, People and Culture Committee of our Board approved the annual grant of equity awards on February 9, 2024, which was the day the trading window for insiders opened after we announced our 2023 fourth quarter and full year financial results.

We filed our 2023 Annual Report on Form 10-K with the SEC on February 7, 2024; however, our filing occurred after the SEC’s filing cutoff time and our 2023 Annual Report on Form 10-K received a filing date of February 8, 2024.

As a result, the annual grant of equity awards to our named executive officers, including the grant of the SOSARs listed in the table below, occurred one business day after the filing of our 2023 Annual Report on Form 10-K with the SEC.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | Grant Date | | | | | | Number of securities underly the award | | | | | | Exercise price of the award ($/SH) | | | | | | Grant date fair value of the award | | | | | | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | |

| Brian Niccol | | | 2/9/2024 | | | | | | 476,800 | | | | | | $ | 52.77 | | | | | $ | 8,048,384 | | | | | (1.08)% | | |

| Jack Hartung | | | 2/9/2024 | | | | | | 154,000 | | | | | | $ | 52.77 | | | | | $ | 2,599,520 | | | | | (1.08)% | | |

| Curt Garner | | | 2/9/2024 | | | | | | 148,100 | | | | | | $ | 52.77 | | | | | $ | 2,499,928 | | | | | (1.08)% | | |

| Scott Boatwright | | | 2/9/2024 | | | | | | 118,500 | | | | | | $ | 52.77 | | | | | $ | 2,002,800 | | | | | (1.08)% | | |

| Chris Brandt | | | 2/9/2024 | | | | | | 56,300 | | | | | | $ | 52.77 | | | | | $ | 950,592 | | | | | (1.08)% | | |

Incorporated by reference from the definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of shareholders, which will be filed no later than 120 days after December 31, [removed: 2023.][added: 2024.]

| | [removed: (a)‎Number] [added: | | (a) Number] of [removed: Securities‎to] [added: Securities to] be Issued [removed: Upon‎Exercise] [added: Upon Exercise] of [removed: Outstanding‎Options] [added: Outstanding Options] and [removed: Rights(1)‎] [added: Rights(1)] | | | [removed: (b)‎Weighted-Average‎Exercise] [added: | | | (b) Weighted-Average Exercise] Price [removed: of‎Outstanding] [added: of Outstanding] Options [removed: and‎Rights(1)‎] [added: and Rights(1)] | | [removed: (c)‎Number] [added: | | | | (c) Number] of [removed: Securities‎Remaining] [added: Securities Remaining] Available [removed: for‎Future] [added: for Future] Issuance [removed: Under‎Equity] [added: Under Equity] Compensation [removed: Plans‎(excluding securities‎reflected] [added: Plans (excluding securities reflected] in column [removed: (a))(2)‎] [added: (a))(2)] | [added: | |]

| Equity Compensation Plans [added: Not] Approved by Security Holders | [removed: 410,735] | | [removed: $] [added: None] | [removed: 1,302.60] | | [removed: 2,412,349] | [added: | | N/A | | | | | | None | | |]

| Equity Compensation Plans [removed: Not] Approved by Security Holders | [removed: None] | | [added: 16,805,202] | [removed: N/A] | | [removed: None] | [added: | | $ | 32.53 | | | | | 117,879,513 | | |]

[removed: (1) Includes] [added: (1)Includes] shares issuable in connection with awards with performance and market conditions, which will be issued based on achievement of performance criteria associated with the awards, with the number of shares issuable dependent on our level of performance.

[removed: (2) Includes 2,164,565] [added: (2)Includes 105,568,859] shares remaining available under the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan, and [removed: 247,784] [added: 12,310,654] shares remaining available under the Chipotle Mexican Grill, Inc. Employee Stock Purchase Plan.

In addition to being available for future issuance upon exercise of SOSARs or stock options that may be granted after December 31, [removed: 2023,] [added: 2024,] all of the shares available for grant under the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan, may instead be issued in the form of restricted stock, restricted stock units, performance shares or other equity-based awards.

Additional information for this item is incorporated by reference from the definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of shareholders, which will be filed no later than 120 days after December 31, [removed: 2023.][added: 2024.]

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| Total | | | 16,805,202 | | | | | | $ | 32.53 | | | | | 117,879,513 | | |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Total | 410,735 | | $ | 1,302.60 | | 2,412,349 |

Incorporated by reference from the definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of shareholders, which will be filed no later than 120 days after December 31, [removed: 2023.][added: 2024.]

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PART IV

Incorporated by reference from the definitive proxy statement for our 2025 annual meeting of shareholders, which will be filed no later than 120 days after December 31, 2024.

PART IV

[removed: Consolidated] [added: - Consolidated] Statements of Income and Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;][added: 2022;]

[removed: Consolidated] [added: - Consolidated] Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022;][added: 2023;]

[removed: Consolidated] [added: - Consolidated] Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;][added: 2022;]

[removed: Consolidated] [added: - Consolidated] Statements of Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021;][added: 2022;]

[removed: Notes] [added: - Notes] to Consolidated Financial Statements; and

[removed: Reports] [added: - Reports] of Independent Registered Public Accounting Firm

| | | [added: | | | | | | | | | |] Description of Exhibit Incorporated Herein by Reference | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| Exhibit Number | [added: | | | | |] Exhibit Description | [added: | | | | |] Form | [added: | | | | |] File No. | [added: | | | | |] Filing Date | [added: | | | | |] Exhibit Number | [added: | | | | |] Filed Herewith | [added: | |]

| 3.1 | [removed: [Amended and Restated] [added: | | | | | [Restated] Certificate of Incorporation of Chipotle Mexican Grill, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1058090/000105809016000088/cmg-20160930xex3_1.htm)] [added: Inc. dated June 6, 2024](https://www.sec.gov/Archives/edgar/data/1058090/000105809024000024/exh31-restatedcertificateo.htm)] | [removed: 10-Q] | [added: | | | | 8-K | | | | | |] 001-32731 | [removed: October 26, 2016] | [added: | | | | June 7, 2024 | | | | | |] 3.1 | | [added: | | | | | | |]

| 3.2 | [added: | | | | |] [Chipotle Mexican Grill, Inc. Amended and Restated [removed: Bylaws](http://www.sec.gov/ix?doc=/Archives/edgar/data/0001058090/000119312521169329/d172677d8k.htm)] [added: Bylaws](https://www.sec.gov/Archives/edgar/data/1058090/000119312523158496/d505935dex31.htm)] | [added: | | | | |] 8-K | [added: | | | | |] 001-32731 | [added: | | | | |] June 1, 2023 | [added: | | | | |] 3.1 | | [added: | | | | | | |]

| 4.2 | [added: | | | | |] [Description of Chipotle [removed: Securities](http://www.sec.gov/Archives/edgar/data/1058090/000105809020000010/cmg-20191231xex4_2.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/exh42-capitalstock.htm)] | [removed: 10-K] | [removed: 001-32731] | [removed: February 5, 2020] | [removed: 4.2] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | X | | |]

| 10.1† | [added: | | | | |] [Change in Control Severance Plan, effective June 1, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1058090/000105809019000029/cmg-20190630xex10_1.htm)] [added: 2019](https://www.sec.gov/Archives/edgar/data/1058090/000105809019000029/cmg-20190630xex10_1.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] July 24, 2019 | [added: | | | | |] 10.1 | | [added: | | | | | | |]

| 10.2† | [added: | | | | |] [Form of Participation and Restrictive Covenant Agreement for Change in Control Severance [removed: Plan](http://www.sec.gov/Archives/edgar/data/1058090/000105809019000029/cmg-20190630xex10_2.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1058090/000105809019000029/cmg-20190630xex10_2.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] July 24, 2019 | [added: | | | | |] 10.2 | | [added: | | | | | | |]

| 10.3† | [added: | | | | |] [Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1058090/000119312518173614/d578721dex101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1058090/000119312518173614/d578721dex101.htm)] | [added: | | | | |] 8-K | [added: | | | | |] 001-32731 | [added: | | | | |] May 24, 2018 | [added: | | | | |] 10.1 | | [added: | | | | | | |]

| 10.4† | [added: | | | | |] [Amended and Restated Registration Rights Agreement dated January 31, 2006 among Chipotle Mexican Grill, Inc., McDonald’s Corporation and certain [removed: shareholders](http://www.sec.gov/Archives/edgar/data/1058090/000104746906003640/a2168474zex-10_6.htm)] [added: shareholders](https://www.sec.gov/Archives/edgar/data/1058090/000104746906003640/a2168474zex-10_6.htm)] | [added: | | | | |] 10-K | [added: | | | | |] 001-32731 | [added: | | | | |] March 17, 2006 | [added: | | | | |] 10.6 | | [added: | | | | | | |]

| 10.5† | [added: | | | | |] [Form of Director and Officer Indemnification [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1058090/000119312507060643/dex101.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000119312507060643/dex101.htm)] | [added: | | | | |] 8-K | [added: | | | | |] 001-32731 | [added: | | | | |] March 21, 2007 | [added: | | | | |] 10.1 | | [added: | | | | | | |]

| 10.6† | [added: | | | | |] [Offer Letter, dated February 11, 2018, between Brian R. Niccol and Chipotle Mexican Grill, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1058090/000105809018000022/cmg-20180214xex10_1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1058090/000105809018000022/cmg-20180214xex10_1.htm)] | [added: | | | | |] 8-K | [added: | | | | |] 001-32731 | [added: | | | | |] February 15, 2018 | [added: | | | | |] 10.1 | | [added: | | | | | | |]

| [removed: 10.8†] [added: 10.7†] | [added: | | | | |] [Form of 2018 Stock Appreciation Rights [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1058090/000105809018000042/cmg-20180331xex10_14.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809018000042/cmg-20180331xex10_14.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] April 26, 2018 | [added: | | | | |] 10.14 | | [added: | | | | | | |]

| [removed: 10.10] [added: 10.8] | [added: | | | | |] [Revolving 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](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231xex10_10.htm) | [removed: \-] | [removed: \-] | [removed: \-] | [removed: \-] | [removed: X] | [added: 10-K | | | | | | 001-32731 | | | | | | February 7, 2024 | | | | | | 10.10 | | | | | | | | |]

| [removed: 10.11†] [added: 10.9†] | [added: | | | | |] [Form of 2020 Stock Appreciation Rights [removed: Agreement](http://www.sec.gov/Archives/edgar/data/0001058090/000105809021000010/cmg-20201231xex10_36.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/0001058090/000105809021000010/cmg-20201231xex10_36.htm)] | [added: | | | | |] 10-K | [added: | | | | |] 001-32731 | [added: | | | | |] February 10, 2021 | [added: | | | | |] 10.36 | | [added: | | | | | | |]

| 10.12† | [added: | | | | |] [Form of [removed: 2021] [added: 2022] Performance Share [removed: Unit Agreement](http://www.sec.gov/Archives/edgar/data/1058090/000105809021000022/cmg-20210331xex10_2.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809022000027/cmg-20220331xex10_3.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] April [removed: 29, 2021] [added: 28, 2022] | [removed: 10.2] | | [added: | | | 10.3 | | | | | | | | |]

| [removed: 10.13†] [added: 10.10†] | [added: | | | | |] [Form of 2022 Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1058090/000105809022000027/cmg-20220331xex10_1.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809022000027/cmg-20220331xex10_1.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] April 28, 2022 | [added: | | | | |] 10.1 | | [added: | | | | | | |]

| [removed: 10.14†] [added: 10.11†] | [added: | | | | |] [Form of 2022 Stock Appreciation Rights [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1058090/000105809022000027/cmg-20220331xex10_2.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809022000027/cmg-20220331xex10_2.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] April 28, 2022 | [added: | | | | |] 10.2 | | [added: | | | | | | |]

| [removed: 10.15†] [added: 10.18†] | [added: | | | | |] [Form of [removed: 2022] [added: 2023] Performance Share [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1058090/000105809022000027/cmg-20220331xex10_3.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_3.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] April [removed: 28, 2022] [added: 27, 2023] | [added: | | | | |] 10.3 | | [added: | | | | | | |]

| [removed: 10.16†] [added: 10.13†] | [added: | | | | |] [Form of 2022 Stock Option Agreement [removed: (Canada)](http://www.sec.gov/Archives/edgar/data/1058090/000105809022000027/cmg-20220331xex10_4.htm)] [added: (Canada)](https://www.sec.gov/Archives/edgar/data/1058090/000105809022000027/cmg-20220331xex10_4.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] April 28, 2022 | [added: | | | | |] 10.4 | | [added: | | | | | | |]

| [removed: 10.17†] [added: 10.14†] | [added: | | | | |] [Director Compensation Program and Stock Ownership Guidelines (Revised [removed: May 25, 2023)](http://www.sec.gov/Archives/edgar/data/1058090/000105809023000030/cmg-20230630xex10_1.htm)] [added: August 19, 2024)](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/exh1014-directorcompensati.htm)] | [removed: 10-Q] | [removed: 001-32731] | [removed: July 28, 2023] | [removed: 10.1] | | [added: | | | | | | | | | | | | | | | | | | | | | | | | X | | |]

| [removed: 10.18†] [added: 10.15†] | [added: | | | | |] [Chipotle Mexican Grill, Inc. 2022 Stock Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1058090/000105809022000036/cmg-20220630xex10_2.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1058090/000105809022000036/cmg-20220630xex10_2.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] July 27, 2022 | [added: | | | | |] 10.2 | | [added: | | | | | | |]

| [removed: 10.19†] [added: 10.16†] | [added: | | | | |] [Form of 2023 Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_1.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_1.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] April 27, 2023 | [added: | | | | |] 10.1 | | [added: | | | | | | |]

| [removed: 10.20†] [added: 10.17†] | [added: | | | | |] [Form of 2023 Stock Appreciation Rights [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_2.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_2.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] April 27, 2023 | [added: | | | | |] 10.2 | | [added: | | | | | | |]

| [removed: 10.21†] [added: 10.19†] | [added: | | | | |] [Form of 2023 [removed: Performance Share Agreement](http://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_3.htm)] [added: Stock Option Agreement (Canada)](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_4.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] April 27, 2023 | [removed: 10.3] | | [added: | | | 10.4 | | | | | | | | |]

| [removed: 10.22†] [added: 10.26†] | [added: | | | | |] [Form of [removed: 2023 Stock] [added: 2024] Option Agreement [removed: (Canada)](http://www.sec.gov/Archives/edgar/data/1058090/000105809023000020/cmg-20230331xex10_4.htm)] [added: (Canada)](https://www.sec.gov/Archives/edgar/data/1058090/000105809024000015/exh10-4formof2024optionagr.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] April [removed: 27, 2023] [added: 25, 2024] | [added: | | | | |] 10.4 | | [added: | | | | | | |]

| [removed: 10.23†] [added: 10.20†] | [added: | | | | |] [Chipotle Mexican Grill, Inc. Employee Stock Purchase [removed: Plan](http://www.sec.gov/Archives/edgar/data/1058090/000105809023000041/cmg-20230930xex10_1.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000041/cmg-20230930xex10_1.htm)] | [added: | | | | |] 10-Q | [added: | | | | |] 001-32731 | [added: | | | | |] October 27, 2023 | [removed: 10.3] | | [added: | | | 10.1 | | | | | | | | |]

| [removed: 10.24†] [added: 10.21†] | [added: | | | | |] [Supplemental Deferred Investment [removed: Plan](http://www.sec.gov/Archives/edgar/data/1058090/000105809023000010/cmg-20221231xex10_33.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1058090/000105809023000010/cmg-20221231xex10_33.htm)] | [added: | | | | |] 10-K | [added: | | | | |] 001-32731 | [added: | | | | |] February 9, 2023 | [added: | | | | |] 10.33 | | [added: | | | | | | |]

| [removed: 10.25†] [added: 10.22†] | [added: | | | | |] [Executive Officer Severance Plan](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231xex10_25.htm) | [removed: \-] | [removed: \-] | [removed: \-] | [removed: \-] | [removed: X] | [added: 10-K | | | | | | 001-32731 | | | | | | February 7, 2024 | | | | | | 10.25 | | | | | | | | |]

| 21.1 | [added: | | | | |] [Subsidiaries of Chipotle Mexican Grill, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231xex21_1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/cmg-20241231xex211.htm)] | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] X | [added: | |]

| 23.1 | [added: | | | | |] [Consent of Ernst & Young LLP (as the independent registered public accounting firm of Chipotle Mexican Grill, [removed: Inc.)](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231xex23_1.htm)] [added: Inc.)](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/cmg-20241231xex231.htm)] | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] X | [added: | |]

| 31.1 | [added: | | | | |] [Certification of Chief Executive Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231xex31_1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/cmg-20241231xex311.htm)] | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] X | [added: | |]

| 31.2 | [added: | | | | |] [Certification of Chief Financial and Administrative Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231xex31_2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/cmg-20241231xex312.htm)] | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] X | [added: | |]

| 32.1 | [added: | | | | |] [Certification 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231xex32_1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1058090/000105809025000014/cmg-20241231xex321.htm)] | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] \- | [added: | | | | |] X | [added: | |]

| 97.1† | [added: | | | | |] [Executive Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1058090/000156276224000023/cmg-20231231xex97_1.htm) | [removed: \-] | [removed: \-] | [removed: \-] | [removed: \-] | [removed: X] | [added: 10-K | | | | | | 001-32731 | | | | | | February 7, 2024 | | | | | | 97.1 | | | | | | | | |]