filings.toolsItem 1. FINANCIAL STATEMENTS
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Item 1. FINANCIAL STATEMENTS
CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| September 30, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 698,743 | $ | 748,537 | |||||||
| Accounts receivable, net | 95,844 | 143,963 | |||||||||
| Inventory | 46,436 | 48,942 | |||||||||
| Prepaid expenses and other current assets | 100,542 | 97,538 | |||||||||
| Income tax receivable | 109,684 | 67,229 | |||||||||
| Investments | 722,531 | 674,378 | |||||||||
| Total current assets | 1,773,780 | 1,780,587 | |||||||||
| Leasehold improvements, property and equipment, net | 2,594,005 | 2,390,126 | |||||||||
| Long-term investments | 347,694 | 868,025 | |||||||||
| Restricted cash | 30,893 | 29,842 | |||||||||
| Operating lease assets | 4,385,099 | 4,000,127 | |||||||||
| Other assets | 128,438 | 113,728 | |||||||||
| Goodwill | 21,939 | 21,939 | |||||||||
| Total assets | $ | 9,281,848 | $ | 9,204,374 | |||||||
| Liabilities and shareholders' equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 260,190 | $ | 210,695 | |||||||
| Accrued payroll and benefits | 193,156 | 261,913 | |||||||||
| Accrued liabilities | 196,961 | 179,747 | |||||||||
| Unearned revenue | 206,730 | 238,577 | |||||||||
| Current operating lease liabilities | 293,027 | 277,836 | |||||||||
| Total current liabilities | 1,150,064 | 1,168,768 | |||||||||
| Commitments and contingencies (Note 11) | |||||||||||
| Long-term operating lease liabilities | 4,687,090 | 4,262,782 | |||||||||
| Deferred income tax liabilities | 140,480 | 46,208 | |||||||||
| Other liabilities | 82,376 | 71,070 | |||||||||
| Total liabilities | 6,060,010 | 5,548,828 | |||||||||
| Shareholders' equity: | |||||||||||
| Preferred stock, $0.01 par value, 600,000 shares authorized, no shares issued as of September 30, 2025 and December 31, 2024, respectively | - | - | |||||||||
| Common stock, $0.01 par value, 11,500,000 shares authorized, 1,325,678 and 1,358,751 shares issued as of September 30, 2025 and December 31, 2024, respectively | 13,257 | 13,586 | |||||||||
| Additional paid-in capital | 2,177,774 | 2,078,010 | |||||||||
| Accumulated other comprehensive loss | (7,927) | (10,282) | |||||||||
| Retained earnings | 1,038,734 | 1,574,232 | |||||||||
| Total shareholders' equity | 3,221,838 | 3,655,546 | |||||||||
| Total liabilities and shareholders' equity | $ | 9,281,848 | $ | 9,204,374 |
See accompanying notes to condensed consolidated financial statements.
CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands, except per share data)
(unaudited)
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Food and beverage revenue | $ | 2,989,255 | $ | 2,778,034 | $ | 8,896,840 | $ | 8,417,396 | |||||||||||||||
| Delivery service revenue | 14,189 | 15,542 | 45,250 | 51,147 | |||||||||||||||||||
| Total revenue | 3,003,444 | 2,793,576 | 8,942,090 | 8,468,543 | |||||||||||||||||||
| Restaurant operating costs (exclusive of depreciation and amortization shown separately below): | |||||||||||||||||||||||
| Food, beverage and packaging | 902,445 | 855,515 | 2,626,837 | 2,508,264 | |||||||||||||||||||
| Labor | 756,669 | 696,847 | 2,231,156 | 2,072,924 | |||||||||||||||||||
| Occupancy | 158,314 | 142,570 | 462,405 | 416,932 | |||||||||||||||||||
| Other operating costs | 450,433 | 386,463 | 1,294,257 | 1,156,992 | |||||||||||||||||||
| General and administrative expenses | 146,742 | 126,614 | 491,676 | 506,267 | |||||||||||||||||||
| Depreciation and amortization | 90,524 | 84,349 | 268,680 | 251,154 | |||||||||||||||||||
| Pre-opening costs | 13,741 | 12,786 | 32,561 | 28,992 | |||||||||||||||||||
| Impairment, closure costs, and asset disposals | 7,404 | 15,176 | 19,039 | 26,417 | |||||||||||||||||||
| Total operating expenses | 2,526,272 | 2,320,320 | 7,426,611 | 6,967,942 | |||||||||||||||||||
| Income from operations | 477,172 | 473,256 | 1,515,479 | 1,500,601 | |||||||||||||||||||
| Interest and other income, net | 19,789 | 29,307 | 60,397 | 70,532 | |||||||||||||||||||
| Income before income taxes | 496,961 | 502,563 | 1,575,876 | 1,571,133 | |||||||||||||||||||
| Provision for income taxes | 114,858 | 115,175 | 371,047 | 368,787 | |||||||||||||||||||
| Net income | $ | 382,103 | $ | 387,388 | $ | 1,204,829 | $ | 1,202,346 | |||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | 0.29 | $ | 0.28 | $ | 0.90 | $ | 0.88 | |||||||||||||||
| Diluted | $ | 0.29 | $ | 0.28 | $ | 0.89 | $ | 0.87 | |||||||||||||||
| Weighted-average common shares outstanding: | |||||||||||||||||||||||
| Basic | 1,335,000 | 1,367,038 | 1,344,824 | 1,370,671 | |||||||||||||||||||
| Diluted | 1,339,522 | 1,374,605 | 1,350,159 | 1,379,099 | |||||||||||||||||||
| Other comprehensive income/(loss), net of income taxes: | |||||||||||||||||||||||
| Foreign currency translation adjustments | $ | (586) | $ | 1,074 | $ | 2,355 | $ | (783) | |||||||||||||||
| Comprehensive income | $ | 381,517 | $ | 388,462 | $ | 1,207,184 | $ | 1,201,563 |
See accompanying notes to condensed consolidated financial statements.
CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
(unaudited)
| Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-In Capital | Shares | Amount | Retained Earnings | Accumulated Other Comprehensive Loss | Total | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | 1,874,139 | $ | 18,741 | $ | 1,937,794 | 502,843 | $ | (4,944,656) | $ | 6,056,985 | $ | (6,657) | $ | 3,062,207 | |||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | 36,681 | - | - | - | - | 36,681 | |||||||||||||||||||||||||||||||||||||||
| Stock plan transactions and other | 4,002 | 40 | 2,070 | - | - | - | - | 2,110 | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | - | - | - | 1,935 | (97,663) | - | - | (97,663) | |||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | 359,287 | - | 359,287 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net of income taxes | - | - | - | - | - | - | (1,293) | (1,293) | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | 1,878,141 | $ | 18,781 | $ | 1,976,545 | 504,778 | $ | (5,042,319) | $ | 6,416,272 | $ | (7,950) | $ | 3,361,329 | |||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | 46,160 | - | - | - | - | 46,160 | |||||||||||||||||||||||||||||||||||||||
| Stock plan transactions and other | 397 | 4 | 1,097 | - | - | - | - | 1,101 | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | - | - | - | 2,388 | (151,877) | - | - | (151,877) | |||||||||||||||||||||||||||||||||||||||
| Retirement of treasury stock | (507,166) | (5,072) | - | (507,166) | 5,194,196 | (5,189,124) | - | - | |||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | 455,671 | - | 455,671 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net of income taxes | - | - | - | - | - | - | (564) | (564) | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | 1,371,372 | $ | 13,713 | $ | 2,023,802 | - | $ | - | $ | 1,682,819 | $ | (8,514) | $ | 3,711,820 | |||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | 5,262 | - | - | - | - | 5,262 | |||||||||||||||||||||||||||||||||||||||
| Stock plan transactions and other | 1,222 | 12 | 1,114 | - | - | - | - | 1,126 | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (8,955) | (90) | - | - | - | (492,682) | - | (492,772) | |||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | 387,388 | - | 387,388 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net of income taxes | - | - | - | - | - | - | 1,074 | 1,074 | |||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | 1,363,639 | $ | 13,635 | $ | 2,030,178 | - | $ | - | $ | 1,577,525 | $ | (7,440) | $ | 3,613,898 | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | 1,358,751 | $ | 13,586 | $ | 2,078,010 | - | $ | - | $ | 1,574,232 | $ | (10,282) | $ | 3,655,546 | |||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | 38,180 | - | - | - | - | 38,180 | |||||||||||||||||||||||||||||||||||||||
| Stock plan transactions and other | 1,835 | 20 | 1,613 | - | - | - | - | 1,633 | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (10,796) | (108) | - | - | - | (591,413) | - | (591,521) | |||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | 386,599 | - | 386,599 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net of income taxes | - | - | - | - | - | - | 435 | 435 | |||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | 1,349,790 | $ | 13,498 | $ | 2,117,803 | - | $ | - | $ | 1,369,418 | $ | (9,847) | $ | 3,490,872 | |||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | 37,959 | - | - | - | - | 37,959 | |||||||||||||||||||||||||||||||||||||||
| Stock plan transactions and other | 326 | 3 | 1,318 | - | - | - | - | 1,321 | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (8,691) | (87) | - | - | - | (440,503) | - | (440,590) | |||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | - | - | 436,127 | - | 436,127 | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net of income taxes | - | - | - | - | - | - | 2,506 | 2,506 | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | 1,341,425 | $ | 13,414 | $ | 2,157,080 | - | $ | - | $ | 1,365,042 | $ | (7,341) | $ | 3,528,195 | |||||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | 19,195 | - | - | - | - | 19,195 | |||||||||||||||||||||||||||||||||||||||
| Stock plan transactions and other | 446 | 5 | 1,499 | - | - | - | - | 1,504 | |||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | (16,193) | (162) | - | - | - | (708,411) | - | (708,573) | |||||||||||||||||||||||||||||||||||||||
| Net income | 382,103 | 382,103 | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss), net of income taxes | (586) | (586) | |||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | 1,325,678 | $ | 13,257 | $ | 2,177,774 | - | $ | - | $ | 1,038,734 | $ | (7,927) | $ | 3,221,838 |
See accompanying notes to condensed consolidated financial statements.
CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Nine months ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating activities | |||||||||||
| Net income | $ | 1,204,829 | $ | 1,202,346 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 268,680 | 251,154 | |||||||||
| Deferred income tax provision | 94,285 | (9,599) | |||||||||
| Impairment, closure costs, and asset disposals | 18,271 | 24,139 | |||||||||
| Provision for credit losses | (1,626) | (289) | |||||||||
| Stock-based compensation expense | 93,966 | 85,903 | |||||||||
| Other | 7,571 | 2,459 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 49,982 | 22,069 | |||||||||
| Inventory | 2,408 | (10,540) | |||||||||
| Prepaid expenses and other current assets | (9,456) | 21,944 | |||||||||
| Operating lease assets | 235,619 | 211,172 | |||||||||
| Other assets | (4,487) | (17,990) | |||||||||
| Accounts payable | 29,304 | 22,290 | |||||||||
| Accrued payroll and benefits | (68,890) | (42,774) | |||||||||
| Accrued liabilities | 10,342 | 23,488 | |||||||||
| Unearned revenue | (23,514) | (22,745) | |||||||||
| Income tax payable/receivable | (42,428) | (29,100) | |||||||||
| Operating lease liabilities | (179,482) | (155,770) | |||||||||
| Other long-term liabilities | 2,708 | 149 | |||||||||
| Net cash provided by operating activities | 1,688,082 | 1,578,306 | |||||||||
| Investing activities | |||||||||||
| Purchases of leasehold improvements, property and equipment | (468,881) | (420,718) | |||||||||
| Purchases of investments | (15,719) | (828,846) | |||||||||
| Maturities of investments | 477,264 | 548,070 | |||||||||
| Net cash used in investing activities | (7,336) | (701,494) | |||||||||
| Financing activities | |||||||||||
| Repurchase of common stock | (1,683,720) | (662,605) | |||||||||
| Tax withholding on stock-based compensation awards | (48,558) | (73,349) | |||||||||
| Other financing activities | 2,976 | 990 | |||||||||
| Net cash used in financing activities | (1,729,302) | (734,964) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (187) | (1,495) | |||||||||
| Net change in cash, cash equivalents, and restricted cash | (48,743) | 140,353 | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 778,379 | 586,163 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 729,636 | $ | 726,516 | |||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Income taxes paid | $ | 319,004 | $ | 408,553 | |||||||
| Purchases of leasehold improvements, property and equipment accrued in accounts payable and accrued liabilities | $ | 101,478 | $ | 78,798 | |||||||
| Repurchase of common stock accrued in accounts payable and accrued liabilities | $ | 15,685 | $ | 12,000 |
See accompanying notes to condensed consolidated financial statements.
CHIPOTLE MEXICAN GRILL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollar and share amounts in thousands, unless otherwise specified)
(unaudited)
1. Basis of Presentation and Update to Accounting Policies
In this quarterly report on Form 10-Q, Chipotle Mexican Grill, Inc., a Delaware corporation, together with its subsidiaries, is collectively referred to as “Chipotle,” “we,” “us,” or “our.”
We develop and operate restaurants that serve a relevant menu of burritos, burrito bowls, quesadillas, tacos, and salads, made using fresh, high-quality ingredients. As of September 30, 2025, we operated 3,916 restaurants including 3,822 Chipotle restaurants within the United States and 94 international Chipotle restaurants. Additionally, we had seven international partner-operated restaurants. Partner-operated restaurants represent Chipotle restaurants over which Chipotle does not have a controlling financial interest and for which Chipotle does not directly manage day-to-day operations. This includes restaurants operated by third parties pursuant to license or franchise agreements and restaurants in which Chipotle holds a minority, non-controlling ownership interest. We manage our U.S. operations based on 11 regions and aggregate our operations to one reportable segment. Additional details on the nature of our business and our reportable operating segment are included in Note 14. "Segment Reporting".
We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by U.S. generally accepted accounting principles for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements, footnotes and management’s discussion and analysis included in our Annual Report on Form 10-K for the year ended December 31, 2024.
2. Recently Issued Accounting Standards
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, and should be applied either prospectively or retrospectively. While we are still evaluating the impact of adopting the new ASU, we anticipate this guidance will result in a significant expansion of our annual income tax disclosures.
In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses (Subtopic 220-40)." The ASU requires public entities to disaggregate, in a tabular presentation, certain income statement expenses into different categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance is effective for fiscal years beginning after December 15, 2026, with early adoption permitted, and may be applied retrospectively. We are currently evaluating the impact of adopting the new ASU on our disclosures.
In September 2025, the FASB issued ASU No. 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements for Internal-Use Software" to modernize the accounting guidance for the costs incurred to obtain or develop software for internal use. The ASU removes all the references to various stages of a software development project. Under the new guidance, public entities shall begin capitalizing software costs when 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for fiscal years beginning after December 15, 2027, with early adoption permitted, and can be applied on a prospective, retrospective, or modified prospective basis. We are currently evaluating the impact of adopting the new accounting guidance on our consolidated financial statements.
We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements.
3. Revenue Recognition
Gift Cards
The gift card liability included in unearned revenue on the condensed consolidated balance sheets was as follows:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Gift card liability | $ | 141,010 | $ | 181,771 |
Revenue recognized from the redemption of gift cards that was included in unearned revenue at the beginning of the year was as follows:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue recognized from gift card liability balance at the beginning of the year | $ | 8,237 | $ | 6,906 | $ | 75,835 | $ | 64,104 |
Chipotle Rewards
Changes in our Chipotle Rewards liability included in unearned revenue on the condensed consolidated balance sheets were as follows:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Chipotle Rewards liability, beginning balance | $ | 61,872 | $ | 49,183 | $ | 56,806 | $ | 44,750 | |||||||||||||||
| Revenue deferred | 50,252 | 39,792 | 137,510 | 120,024 | |||||||||||||||||||
| Revenue recognized | (48,401) | (39,500) | (130,593) | (115,299) | |||||||||||||||||||
| Chipotle Rewards liability, ending balance | $ | 63,723 | $ | 49,475 | $ | 63,723 | $ | 49,475 |
Deferred Licensing Revenue
The deferred licensing revenue included in unearned revenue on the condensed consolidated balance sheets was as follows:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Deferred licensing revenue | $ | 1,997 | $ | - |
4. Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The carrying value of our cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value because of their short-term nature.
The following tables show our cash, cash equivalents, and debt investments by significant investment category:
| September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Adjusted cost | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | Current Investments | Long-term Investments | |||||||||||||||||||||||||||||||||||
| Cash | $ | 88,119 | $ | - | $ | - | $ | 88,119 | $ | 88,119 | $ | - | $ | - | |||||||||||||||||||||||||||
| Level 1 | |||||||||||||||||||||||||||||||||||||||||
| Money market funds | 531,867 | - | - | 531,867 | 531,867 | - | - | ||||||||||||||||||||||||||||||||||
| Time deposits | 78,757 | - | - | 78,757 | 78,757 | - | - | ||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | 954,297 | 4,262 | - | 958,559 | - | 696,607 | 257,690 | ||||||||||||||||||||||||||||||||||
| Corporate debt securities | 18,432 | 44 | - | 18,476 | - | 18,432 | - | ||||||||||||||||||||||||||||||||||
| Subtotal | 1,583,353 | 4,306 | - | 1,587,659 | 610,624 | 715,039 | 257,690 | ||||||||||||||||||||||||||||||||||
| Level 3 | |||||||||||||||||||||||||||||||||||||||||
| Corporate debt security(1) | 15,201 | 40 | - | 15,241 | - | 3,200 | 12,001 | ||||||||||||||||||||||||||||||||||
| Notes receivable(2) | 3,898 | 394 | - | 4,292 | - | 4,292 | - | ||||||||||||||||||||||||||||||||||
| Subtotal | 19,099 | 434 | - | 19,533 | - | 7,492 | 12,001 | ||||||||||||||||||||||||||||||||||
| Total | $ | 1,690,571 | $ | 4,740 | $ | - | $ | 1,695,311 | $ | 698,743 | $ | 722,531 | $ | 269,691 |
| December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Adjusted cost | Unrealized Gains | Unrealized Losses | Fair Value | Cash and Cash Equivalents | Current Investments | Long-term Investments | |||||||||||||||||||||||||||||||||||
| Cash | $ | 95,969 | $ | - | $ | - | $ | 95,969 | $ | 95,969 | $ | - | $ | - | |||||||||||||||||||||||||||
| Level 1 | |||||||||||||||||||||||||||||||||||||||||
| Money market funds | 574,689 | - | - | 574,689 | 574,689 | - | - | ||||||||||||||||||||||||||||||||||
| Time deposits | 77,879 | - | - | 77,879 | 77,879 | - | - | ||||||||||||||||||||||||||||||||||
| U.S. Treasury securities | 1,404,777 | 4,831 | 693 | 1,408,915 | - | 635,392 | 769,385 | ||||||||||||||||||||||||||||||||||
| Corporate debt securities | 48,210 | 116 | - | 48,326 | - | 34,736 | 13,474 | ||||||||||||||||||||||||||||||||||
| Subtotal | 2,105,555 | 4,947 | 693 | 2,109,809 | 652,568 | 670,128 | 782,859 | ||||||||||||||||||||||||||||||||||
| Level 3 | |||||||||||||||||||||||||||||||||||||||||
| Corporate debt security(1) | 16,401 | 11 | - | 16,412 | - | 2,000 | 14,401 | ||||||||||||||||||||||||||||||||||
| Notes receivable(2) | 3,763 | 250 | - | 4,013 | - | 2,250 | 1,763 | ||||||||||||||||||||||||||||||||||
| Subtotal | 20,164 | 261 | - | 20,425 | - | 4,250 | 16,164 | ||||||||||||||||||||||||||||||||||
| Total | $ | 2,221,688 | $ | 5,208 | $ | 693 | $ | 2,226,203 | $ | 748,537 | $ | 674,378 | $ | 799,023 |
(1)The fair value of the corporate debt security is measured using Level 3 (unobservable) inputs. We determined the fair value for the corporate debt security using an internally-developed valuation model and unobservable inputs include credit and liquidity spreads and effective maturity.
(2)We have elected to measure our investment in convertible notes receivable of private companies at fair value under the fair value option. The fair value of the notes receivable are measured using Level 3 (unobservable) inputs. We determined the fair value for the notes receivable using an internally-developed valuation model and unobservable inputs include estimates of the equity value of the underlying business and the timing and probability of future financing events.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Assets recognized or disclosed at fair value on the condensed consolidated financial statements on a nonrecurring basis include items such as leasehold improvements, property and equipment, certain long-term investments, operating lease assets, other assets, and goodwill. These assets are measured at fair value whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or if there has been an observable price change of a non-marketable equity security.
For the nine months ended September 30, 2025 and 2024, nonrecurring fair value measurements resulting in asset impairments were not material.
5. Equity Investments
The following table summarizes our equity investments:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Equity method investments | $ | 28,737 | $ | 28,097 | |||||||
| Other investments | 78,003 | 69,002 | |||||||||
| Total | $ | 106,740 | $ | 97,099 |
Equity Method Investments
As of September 30, 2025 and December 31, 2024, we owned 6,487 shares of common stock of Tractor Beverages, Inc. (“Tractor”). As of September 30, 2025, our investment represents ownership of approximately 13.5% of Tractor, and we have invested total cash consideration of $14,872. As we are a significant customer of Tractor and maintain board representation, we are accounting for our investment under the equity method. As of September 30, 2025, there were no impairment charges associated with this equity method investment. The investment in common stock is included within other assets on the condensed consolidated balance sheets with a carrying value of $16,504 and $18,097 as of September 30, 2025 and December 31, 2024, respectively. Refer to Note 13, "Related Party Transactions" for related party disclosures.
Other Investments
As of September 30, 2025, we held 5,819 shares of the Series B Preferred Stock of Hyphen. Hyphen is a privately held company, and as such, the preferred shares comprising our investment are illiquid and fair value is not readily determinable. As of September 30, 2025, we have recognized a cumulative gain of $6,782 related to our investment in Hyphen. The investment is included within long-term investments on the condensed consolidated balance sheet with a carrying value of $31,782 as of September 30, 2025 and December 31, 2024, respectively.
As of September 30, 2025, we owned 766 shares of the Series C Preferred Stock of Nuro, Inc. (“Nuro”). Our investment represents a minority interest and we have determined that we do not have significant influence over Nuro. Nuro is a privately held company, and as such, the preferred shares comprising our investment are illiquid and fair value is not readily determinable. As of September 30, 2025, we have recognized a cumulative net loss of $200 related to our investment in Nuro due to observable transactions. The investment is included within long-term investments on the condensed consolidated balance sheets with a carrying value of $9,800 and $15,968 as of September 30, 2025 and December 31, 2024, respectively.
As of September 30, 2025, we held additional investments in other entities through the Cultivate Next Fund. These additional investments are included within long-term investments on the condensed consolidated balance sheets with a carrying value of $36,421 and $21,252 as of September 30, 2025 and December 31, 2024, respectively.
6. Shareholders’ Equity
We have had a stock repurchase program in place since 2008. During the three months ended September 30, 2025 and 2024, we repurchased $686,508 and $488,146 of stock at an average price per share of $42.39 and $54.55, respectively. During the nine months ended September 30, 2025 and 2024, we repurchased $1,676,088 and $664,512 of stock at an average price of $47.74 and $55.98, respectively. As of September 30, 2025, we had $652,254 authorized for repurchasing shares of our common stock, which includes $500,000 in additional authorizations approved by our Board of Directors on September 3, 2025. All shares of common stock that we repurchase are immediately retired and not held as treasury stock.
Shares of common stock are netted and surrendered as payment for minimum statutory withholding obligations in connection with the vesting of outstanding stock awards. Shares surrendered by the participants in accordance with the applicable award agreements and plan are deemed repurchased by us but are not part of publicly announced share repurchase programs. During the three months ended September 30, 2025 and 2024, these shares had a total cost of $15,239 and $338, respectively. During the nine months ended September 30, 2025 and 2024, these shares had a total cost of $48,558 and $73,349, respectively.
7. Stock-Based Compensation
Pursuant to the 2022 Stock Incentive Plan, we grant stock options, stock-only stock appreciation rights ("SOSARs"), restricted stock units ("RSUs"), and performance stock units ("PSUs") to employees and non-employee directors. SOSARs and RSUs generally vest in two equal installments on the second and third anniversary of the grant date. PSUs are subject to service, market and performance vesting conditions, and the quantity of shares that vest will range from 0% to 300% of the targeted number of shares.
In response to the departure of our former CEO in August 2024, we granted retention RSUs to key executives. These awards have various vesting terms, and vest over one, two or three years from the grant date. During the nine months ended September 30, 2025 and 2024, total expense recognized for the retention RSUs was $32,148 and $5,134, respectively. The impact of these employee retention awards are reflected in the tables below.
Total stock-based compensation expense was as follows:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Stock-based compensation | $ | 19,195 | $ | 5,262 | $ | 95,334 | $ | 88,103 | |||||||||||||||
| Stock-based compensation, net of income taxes | $ | 15,383 | $ | (1,058) | $ | 78,919 | $ | 69,160 | |||||||||||||||
| Total capitalized stock-based compensation included in leasehold improvements, property and equipment, net on the condensed consolidated balance sheets | $ | 379 | $ | 602 | $ | 1,368 | $ | 2,200 | |||||||||||||||
| Excess tax benefit on stock-based compensation recognized in provision for income taxes on the condensed consolidated statements of income and comprehensive income | $ | (24) | $ | 3,073 | $ | 11,563 | $ | 19,161 |
.
SOSARs
A summary of SOSAR award activity was as follows (in thousands, except per share data):
| Shares | Weighted-Average Exercise Price per Share | Weighted-Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||||||||||
| Outstanding, January 1, 2025 | 10,414 | $ | 32.53 | 4.2 | $ | 289,373 | |||||||||||||||||
| Granted | 2,343 | 55.89 | |||||||||||||||||||||
| Exercised | (1,227) | 26.33 | |||||||||||||||||||||
| Forfeited | (283) | 47.56 | |||||||||||||||||||||
| Outstanding, September 30, 2025 | 11,247 | 37.70 | 4.1 | 80,915 | |||||||||||||||||||
| Exercisable, September 30, 2025 | 5,669 | 26.48 | 2.6 | 72,083 | |||||||||||||||||||
| Vested and expected to vest, September 30, 2025 | 10,922 | 37.25 | 4.0 | 80,681 |
RSUs
A summary of RSU award activity was as follows (in thousands, except per share data):
| Shares | Weighted-Average Grant Date Fair Value per Share | ||||||||||
| Outstanding, January 1, 2025 | 4,347 | $ | 44.54 | ||||||||
| Granted | 1,267 | 56.41 | |||||||||
| Vested | (1,840) | 40.49 | |||||||||
| Forfeited | (235) | 49.30 | |||||||||
| Outstanding, September 30, 2025 | 3,539 | 50.58 | |||||||||
| Vested and expected to vest, September 30, 2025 | 3,205 | 50.29 |
PSUs
A summary of PSU award activity was as follows (in thousands, except per share data):
| Shares | Weighted-Average Grant Date Fair Value per Share | ||||||||||
| Outstanding, January 1, 2025 | 2,045 | $ | 38.32 | ||||||||
| Granted | 759 | 57.27 | |||||||||
| Vested | (411) | 31.56 | |||||||||
| Forfeited | (278) | 34.94 | |||||||||
| Outstanding, September 30, 2025 | 2,115 | 46.88 | |||||||||
| Vested and expected to vest, September 30, 2025* | 2,317 | 33.60 |
*The vested and expected to vest total above represents outstanding base PSUs, adjusted for expected payout amounts in line with current and future estimated performance levels.
8. Income Taxes
The effective income tax rate for the three months ended September 30, 2025, was 23.1%, an increase from an effective income tax rate of 22.9% for the three months ended September 30, 2024. The increase was primarily driven by a reduction in tax benefits related to option exercises and equity vesting, partially offset by lower non-deductible expenses. Additionally, for the three months ended September 30, 2024, we released certain income tax reserves, which did not similarly recur during the current period.
The effective income tax rate for the nine months ended September 30, 2025 and 2024, was 23.5%, and primarily differed from the 21% U.S. federal statutory income tax rate due to the effects of state income taxes and nondeductible expenses, partially offset by tax credits and the tax benefits on option exercises and equity vesting.
On July 4, 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act, was enacted in the U.S., which includes a broad range of tax reform provisions, including extending and modifying certain key Tax Cuts and Jobs Act provisions (both domestic and international), and provisions allowing accelerated tax deductions for qualified property and research expenditures. The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. The legislation’s enactment did not materially impact our financial statements.
9. Leases
Supplemental disclosures of cash flow information related to leases were as follows:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cash paid for operating lease liabilities | $ | 131,416 | $ | 117,424 | $ | 386,076 | $ | 344,725 | |||||||||||||||
| Operating lease assets obtained in exchange for operating lease liabilities | $ | 255,915 | $ | 247,977 | $ | 595,080 | $ | 570,775 | |||||||||||||||
| Derecognition of operating lease assets due to terminations or impairment | $ | 722 | $ | 110 | $ | 1,542 | $ | 1,535 |
10. Earnings Per Share
The following table sets forth the computations of basic and diluted earnings per share (in thousands, except per share data):
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | 382,103 | $ | 387,388 | $ | 1,204,829 | $ | 1,202,346 | |||||||||||||||
| Shares: | |||||||||||||||||||||||
| Weighted-average number of common shares outstanding (for basic calculation) | 1,335,000 | 1,367,038 | 1,344,824 | 1,370,671 | |||||||||||||||||||
| Dilutive stock awards | 4,522 | 7,567 | 5,335 | 8,428 | |||||||||||||||||||
| Weighted-average number of common shares outstanding (for diluted calculation) | 1,339,522 | 1,374,605 | 1,350,159 | 1,379,099 | |||||||||||||||||||
| Basic earnings per share | $ | 0.29 | $ | 0.28 | $ | 0.90 | $ | 0.88 | |||||||||||||||
| Diluted earnings per share | $ | 0.29 | $ | 0.28 | $ | 0.89 | $ | 0.87 |
The following stock awards were excluded from the calculation of diluted earnings per share:
| Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Stock awards subject to performance conditions | 2,115 | 2,028 | 2,048 | 2,437 | |||||||||||||||||||
| Stock awards that were antidilutive | 4,234 | 2,346 | 3,893 | 2,390 | |||||||||||||||||||
| Total stock awards excluded from diluted earnings per share | 6,349 | 4,374 | 5,941 | 4,827 |
11. Commitments and Contingencies
Purchase Obligations
We enter into various purchase obligations in the ordinary course of business, generally of a short-term nature. Those that are binding primarily relate to commitments for food purchases and supplies, capital projects, corporate assets, information technology, marketing initiatives and corporate sponsorships, and other miscellaneous items.
Litigation
We are involved in various claims and legal actions, such as wage and hour, wrongful termination and other employment-related claims, slip and fall and other personal injury claims, advertising and consumer claims, privacy claims, and lease, construction and other commercial disputes, that arise in the ordinary course of business, some of which may be covered by insurance. The outcomes of these actions are not predictable, but we do not believe that the ultimate resolution of any pending or threatened actions of these types will have a material adverse effect on our financial position, results of operations, liquidity, or capital resources. However, if there is a significant increase in the number of these claims, or if we incur greater liabilities than we currently anticipate under one or more claims, it could materially and adversely affect our business, financial condition, results of operations and cash flows.
Shareholder Actions
As reported in previous SEC filings, Chipotle and several of its executive officers are defendants in Michael Stradford v. Chipotle et. al., a purported shareholder class action in the U.S. District Court for the Central District of California, alleging that statements and omissions by Chipotle regarding portion sizes were materially false and misleading, resulting in the market price of Chipotle’s stock being artificially inflated during the claimed class period. On April 29, 2025, the lead plaintiff in the case, Lisa Tai, filed an amended complaint, pleading largely the same facts and alleged violations of law as the original Stradford complaint, adding additional factual allegations as well as allegations regarding purportedly improper insider trading by the individual defendants in the case. The case seeks damages on behalf of the purported class in an unspecified amount, interest, an award of reasonable costs and attorneys’ fees, and other relief as determined to be appropriate by the court.
Also as reported in previous SEC filings, two shareholder derivative actions were filed in the U.S. District Court for the Central District of California alleging that members of Chipotle’s Board of Directors and one of its executive officers breached their fiduciary duties by making or allowing Chipotle to make the allegedly false and misleading statements that are the subject of the Stradford matter described above. The complaint further alleges that the defendants breached their fiduciary duties by causing Chipotle to repurchase stock at inflated prices and by engaging in improper insider sales of Chipotle stock. The shareholder derivative actions have been consolidated into a single lawsuit captioned In re Chipotle Mexican Grill, Inc. Stockholder Derivative Litigation, and seeks damages in an unspecified amount as well as interest, an award of reasonable costs and attorneys’ fees, and other relief as determined to be appropriate by the court. The consolidated derivative action has been stayed pending a decision on the motion to dismiss that Chipotle filed in the Stradford action, which has been briefed and is pending before the court.
Chipotle intends to continue to defend these cases vigorously, but it is not possible at this time to reasonably estimate the outcome of or any potential liability from these cases.
Accrual for Estimated Liability
In relation to various legal matters, we had an accrued legal liability balance of $15,773 and $19,465 included within accrued liabilities on the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively.
12. Debt
As of September 30, 2025, we had a $500,000 revolving credit facility with JPMorgan Chase Bank as administrative agent. Borrowings on the credit facility bear interest at a rate equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.125%, which is subject to increase based on changes in our total leverage ratio as defined in the credit agreement. We are also obligated to pay a commitment fee of 0.115% per year for unused amounts under the credit facility, which also may increase based on changes in our total leverage ratio. We are subject to certain covenants defined in the credit agreement, which include maintaining a total leverage ratio of less than 3.0x, maintaining a minimum consolidated fixed charge coverage ratio of 1.5x, and limiting us from incurring additional indebtedness in certain circumstances. We had no outstanding borrowings under the credit facility and were in compliance with all covenants as of September 30, 2025 and December 31, 2024, respectively.
13. Related Party Transactions
As of September 30, 2025, we owned approximately 13.5% of the common stock outstanding of Tractor. As we are a significant customer of Tractor and maintain board representation, we are accounting for our investment under the equity method. Accordingly, we have identified Tractor as a related party. We purchase product from the supplier for sale to guests in our restaurants. During the three months ended September 30, 2025 and 2024, purchases from the supplier were $14,138 and $13,788, respectively. During the nine months ended September 30, 2025 and 2024, purchases from the supplier were $39,120 and $38,754, respectively.
We are an investor in Vebu Inc. (“Vebu”), a developer of restaurant automation technology. As we are a significant customer of Vebu and maintain board representation, we have determined that Vebu is a related party. Our investment, which is comprised of preferred shares, is accounted for as a non-marketable equity investment and is included within long-term investments on the condensed consolidated balance sheets. During the three months ended September 30, 2025 and 2024, purchases from Vebu were $1,209 and $545, respectively. During the nine months ended September 30, 2025 and 2024, purchases from Vebu were $4,118 and $545, respectively.
14. Segment Reporting
We have a single reportable segment, the U.S. segment, that is comprised of our operations in the United States. Segment information is prepared and managed on the same basis as described in our Annual Report on Form 10-K for the year ended December 31, 2024. Our CEO, who is our Chief Operating Decision Maker ("CODM"), does not evaluate asset information by reportable segment as asset information is provided to the CODM on a consolidated basis. Therefore, we do not disclose total assets by our reportable segment.
The following table presents selected financial information with respect to our single reportable segment:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Food and beverage revenue | $ | 2,923,260 | $ | 2,725,898 | $ | 8,715,180 | $ | 8,269,134 | ||||||||||||||||||
| Delivery service revenue | 14,136 | 15,497 | 45,090 | 51,009 | ||||||||||||||||||||||
| U.S. segment total revenue | 2,937,396 | 2,741,395 | 8,760,270 | 8,320,143 | ||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Food, beverage and packaging | 877,386 | 835,996 | 2,557,936 | 2,453,026 | ||||||||||||||||||||||
| Labor | 740,769 | 684,630 | 2,187,297 | 2,037,690 | ||||||||||||||||||||||
| Occupancy | 153,503 | 138,913 | 449,426 | 406,202 | ||||||||||||||||||||||
| Marketing | 89,586 | 58,273 | 258,517 | 198,112 | ||||||||||||||||||||||
| Other operating costs, excluding marketing | 351,146 | 320,000 | 1,009,149 | 935,943 | ||||||||||||||||||||||
| Depreciation and amortization | 82,374 | 76,013 | 244,549 | 224,156 | ||||||||||||||||||||||
| Other segment items(1) | 19,066 | 18,394 | 48,557 | 44,485 | ||||||||||||||||||||||
| U.S. segment income from operations | 623,566 | 609,176 | 2,004,839 | 2,020,529 | ||||||||||||||||||||||
| Reconciliation: | ||||||||||||||||||||||||||
| Corporate and other unallocated expenses(2) | 149,182 | 129,224 | 497,515 | 515,460 | ||||||||||||||||||||||
| Other income/(loss) from operations(3) | 2,788 | (6,696) | 8,155 | (4,468) | ||||||||||||||||||||||
| Interest and other income, net | 19,789 | 29,307 | 60,397 | 70,532 | ||||||||||||||||||||||
| Total consolidated income before income taxes | $ | 496,961 | $ | 502,563 | $ | 1,575,876 | $ | 1,571,133 |
(1)Other segment items consist of pre-opening costs, impairment, closure costs, and asset disposals related to the U.S. segment.
(2)Corporate and other unallocated expenses represent corporate overhead expenses that have not been allocated to any segment for reporting purposes including general and administrative expenses.
(3)Amounts reflect the net income/(loss) from operations related to our operations in Canada, Europe and international partner-operated restaurants.
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