Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information contained in the sections entitled “Executive Officers,” “Proposal 1 – Election of Directors,” “Information Regarding the Director Nominees,” “Corporate Governance” and “Insider Trading Policy and Prohibition on Hedging and Pledging” in our definitive proxy statement for our 2026 annual meeting of shareholders is incorporated herein by reference. The definitive proxy statement for our 2026 annual meeting of shareholders will be filed no later than 120 days after December 31, 2025.

All of our employees and the members of our Board of Directors are subject to Chipotle’s Code of Ethics, which is available on the Investors page of our corporate website at ir.chipotle.com under Corporate Governance. We will disclose any amendments to or waivers of the Code of Ethics for directors or executive officers on our website.

Our Board of Directors has adopted a set of Corporate Governance Guidelines and written charters for each of our three standing Board committees: the Audit & Risk Committee, which was established in accordance with Section 5(a)(58)(A) of the Exchange Act, the Compensation, People & Culture Committee, and the Nominating and Governance Committee. The Corporate Governance Guidelines and the charters of the three standing committees are available on the Investors page of our corporate website at ir.chipotle.com under Corporate Governance.

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. Our Policy governs the purchase, sale, gift and other dispositions of our securities and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the listing standards of the NYSE. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.