Form 8-K

8-K — CHIPOTLE MEXICAN GRILL INC

Accession: 0001058090-26-000103

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001058090

SIC: 5812 (RETAIL-EATING PLACES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cmg-20261028.htm (Primary)

EX-99.1 (cmg-20261028xex991.htm)

GRAPHIC (picture1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cmg-20261028.htm · Sequence: 1

cmg-20261028

0001058090FALSE00010580902026-10-282026-10-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2026

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other

jurisdiction of

incorporation)

1-32731

(Commission File Number)

84-1219301

(I.R.S. Employer

Identification No.)

610 Newport Center Drive, Suite 1100

Newport Beach, CA 92660

(Address of principal executive offices) (Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.01 per share CMG New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On October 28, 2026, Chipotle Mexican Grill, Inc. issued a press release announcing earnings and other financial results for our fiscal quarter ended September 30, 2026, and that management would review these results in a conference call at 4:30 pm Eastern time on October 28, 2026.

Item 9.01 Financial Statements and Exhibits.

Exhibit Index

Exhibit Number Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated October 28, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Chipotle Mexican Grill, Inc.

October 28, 2026

By:

/s/ Matthew R. Bush

Name: Matthew R. Bush

Title: Vice President, Controller (principal accounting officer and duly authorized signatory for the registrant)

EX-99.1

Filename: cmg-20261028xex991.htm · Sequence: 2

Document

Exhibit 99.1

EARNINGS RELEASE

PR Contact: Laurie Schalow

(949) 524-4035

MediaRelations@chipotle.com

IR Contact: Christian D'Souza

(949) 524-4075

Christian.DSouza@chipotle.com

CHIPOTLE ANNOUNCES THIRD QUARTER 2026 RESULTS

COMPARABLE RESTAURANT SALES INCREASE 2.1% AS CHIPOTLE DELIVERS A THIRD CONSECUTIVE QUARTER OF POSITIVE TRANSACTION GROWTH

NEWPORT BEACH, Calif. – October 28, 2026 – Chipotle Mexican Grill, Inc. (NYSE: CMG) today reported financial results for its third quarter ended September 30, 2026.

Third quarter highlights, year over year:

•Total revenue increased 9.6% to $3.3 billion

•Comparable restaurant sales increased 2.1%

•Operating margin was 13.7%, a decrease from 15.9%

•Restaurant level operating margin1 was 23.3%, a decrease from 24.5%

•Diluted earnings per share was $0.27, a 6.9% decrease from $0.29

•Adjusted diluted earnings per share1 was $0.27, a 6.9% decrease from $0.29

•Opened 84 company-owned restaurants, with 53 locations including a Chipotlane. We also opened five international partner-operated restaurants.

“Three consecutive quarters of positive comparable transaction growth demonstrates that our Recipe for Growth strategy is working,” said Scott Boatwright, Chief Executive Officer, Chipotle. “We're gaining traction with menu and digital innovation, making significant progress on our high-efficiency equipment rollout, and accelerating our global expansion with entry into three new markets this quarter. These achievements reinforce our confidence in the strategy and our ability to execute as we build Chipotle into an iconic global brand.”

Results for the three months ended September 30, 2026:

Total revenue in the third quarter of 2026 was $3.3 billion, an increase of 9.6% compared to the third quarter of 2025. The increase was driven by new restaurant openings and, to a lesser extent, comparable restaurant sales. Comparable restaurant sales increased 2.1%, including a 1.3% increase in average check and a 0.8% increase in transactions. Digital sales represented 38.8% of total food and beverage revenue for the three months ended September 30, 2026, an increase from 36.7% for the three months ended September 30, 2025.

During the third quarter we opened 84 company-owned restaurants, of which 53 included a Chipotlane, and five international partner-operated restaurants. Chipotlanes continue to perform well and are helping enhance guest access and convenience, as well as increase new restaurant sales, margins and returns.

Food, beverage and packaging costs in the third quarter of 2026 were 29.5% of total revenue, a decrease from 30.0% in the third quarter of 2025. The decrease was primarily driven by the benefit of menu price increases, tariff relief, and favorable limited-time offer mix. These benefits were partially offset by inflation, primarily in beef and freight, and higher protein usage.

1Restaurant level operating margin, adjusted diluted earnings per share, adjusted net income, adjusted general and administrative expenses, and non-GAAP effective income tax rate are non-GAAP financial measures. Reconciliations to GAAP measures and further information are set forth in the table at the end of this press release.

Labor costs in the third quarter of 2026 were 25.7% of total revenue, an increase from 25.2% in the third quarter of 2025. The increase was primarily driven by lower sales volumes, higher employee compensation, including wage inflation and performance-based bonuses, additional restaurant labor supporting operational execution including promotional activities, and increased insurance costs. These headwinds were partially offset by the benefit from menu price increases.

General and administrative expenses for the third quarter of 2026 were $185.2 million, compared to $146.7 million in the third quarter of 2025. The increase was driven by stock-based compensation, performance bonuses, and outside services related to corporate initiatives. Adjusted general and administrative expenses1 for the third quarter of 2026 were $183.8 million, compared to $138.7 million in the third quarter of 2025.

The effective income tax rate for the third quarter of 2026 was 25.6%, an increase from 23.1% in the third quarter of 2025. The increase was primarily due to an increase in nondeductible expenses and a reduction in tax credits.

Net income for the third quarter of 2026 was $339.9 million, or $0.27 per diluted share, compared to $382.1 million, or $0.29 per diluted share, in the third quarter of 2025. Adjusted net income1 for the third quarter of 2026 was $344.6 million, or $0.27 per adjusted diluted share, compared to $389.9 million, or $0.29 per adjusted diluted share, in the third quarter of 2025.

During the third quarter of 2026 we repurchased $110.0 million of stock at an average price per share of $34.05. As of September 30, 2026, $1.6 billion remained available under share repurchase authorizations from our Board of Directors. The repurchase authorization may be modified, suspended or discontinued at any time.

More information will be available in our Quarterly Report on Form 10-Q, which will be filed with the Securities and Exchange Commission (the "SEC") in accordance with applicable rules.

Outlook

For 2026, management continues to anticipate the following:

•Full year comparable restaurant sales growth in the low single digit range

•350 to 370 new restaurant openings, which includes 10 to 15 international partner-operated restaurants. Around 80% of new company-owned restaurants will have a Chipotlane

•An estimated underlying full year effective tax rate between 24% and 26% before discrete items

For 2027, management is anticipating the following:

•340 to 360 new company-owned restaurant openings in the U.S. and Canada

•Around 15 to 25 company-owned and partner-operated restaurants outside the U.S. and Canada.

Definitions

The following definitions apply to these terms as used throughout this release:

•Comparable restaurant sales, or sales comps, and comparable restaurant transactions, represent the change in period-over-period total revenue or transactions for company-owned restaurants in operation for at least 13 full calendar months.

•Average restaurant sales refers to the average trailing 12-month food and beverage revenue for company-owned restaurants in operation for at least 12 full calendar months.

•Restaurant level operating margin represents total revenue less direct restaurant operating costs, expressed as a percent of total revenue.

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

•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.

Conference Call Details and Supplemental Slides

Chipotle will host a conference call on Wednesday, October 28, 2026, at 4:30 PM Eastern time to discuss third quarter 2026 financial results and provide a business update for the fourth quarter to date. In connection with the call, supplemental slides will be available on the company's website at ir.chipotle.com/presentations.

The conference call can be accessed live over the phone by dialing 1-888-317-6003 or, for international callers, by dialing 1-412-317-6061 and entering code: 6029014. The call will be webcast live on the company's website at ir.chipotle.com/events. An archived webcast will be available approximately one hour after the end of the call.

Available Information

We use the investor relations section at ir.chipotle.com and newsroom section at newsroom.chipotle.com, as well as other portions of our website (together, our "website") and our LinkedIn profile as means to routinely distribute important or material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors and potential investors are encouraged to consult our website and this social media channel regularly for important information, in addition to following our press releases, filings with the SEC, and public conference calls and webcasts. You may sign up on our website to automatically receive e-mail alerts when we post financial information and issue press releases and to receive information about upcoming events. The information contained on, or that may be accessed through, our website, LinkedIn, and any corresponding applications of those sites, is not incorporated by reference into, and is not a part of, this release.

About Chipotle

Chipotle Mexican Grill, Inc. (NYSE: CMG) is cultivating a better world by serving responsibly sourced, classically-cooked, real food with wholesome ingredients without artificial colors, flavors or preservatives. There are over 4,200 restaurants as of September 30, 2026, in the United States, Canada, the United Kingdom, France, Germany, Mexico, the Middle East, and South Korea. Chipotle is the only restaurant company of its size that owns and operates all its restaurants in the United States, Canada and Europe. With nearly 140,000 employees passionate about providing a great guest experience, Chipotle is a longtime leader and innovator in the food industry. Chipotle is committed to making its food more accessible to everyone while continuing to be a brand with a demonstrated purpose as it leads the way in digital, technology and sustainable business practices. For more information or to place an order online, visit WWW.CHIPOTLE.COM.

Forward-Looking Statements

Certain statements in this press release, in the October 28, 2026, conference call and in the supplemental slides for the call are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements under “Outlook,” and about our anticipated full year 2026 comparable restaurant sales growth, the number of new company-owned and international partner-operated restaurant openings in 2026 and 2027, expected number of restaurants with Chipotlanes, and estimated underlying effective 2026 full year tax rate, as well as statements about the expected success of our “Recipe for Growth” strategy overall and its related initiatives, the impacts of pricing and inflation in 2026 and 2027, our future food, beverage, packaging, labor, general and administrative and other costs, future estimated tax rate and future long-term prospects. We use words such as “anticipate”, “believe”, “could”, “should”, “may”, “approximately”, “estimate”, “confident”, “assuming”, “expect”, “intend”, “project”, “target”, “goal” and similar terms and phrases, including references to assumptions, to identify forward-looking statements. The forward-looking statements in this press release are based on currently available operating, financial and competitive information available to us as of the date of this release and speak only as of the date they are made. We assume no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements, including but not limited to: wage inflation and state or local regulations mandating higher minimum wages; the competitive labor market, which impacts our ability to attract and retain qualified employees; the impact of any union organizing efforts and our responses to such efforts; increases in ingredient and other operating costs due to inflation, global conflicts, severe weather, our Food with Integrity philosophy, tariffs, or trade restrictions; intermittent supply shortages relating to our Food with Integrity philosophy, rapid expansion, limited time offerings, and supply chain disruptions; risks and impacts of food safety incidents and food-borne illnesses; our reliance on certain information technology systems and potential material failures, interruptions, or outages; risks that our investments in new technology and technological innovations may not generate returns; privacy and cybersecurity risks, including breaches, unauthorized access, theft, modification, destruction, or ransom of guest or employee personal or confidential information stored on our network or the network of third party providers; the impact of competition, including from sources outside the restaurant industry; the impact of government laws and regulations relating to our employees, employment practices, restaurant design and construction, and the sale of food or alcoholic beverages; our ability to achieve our planned growth, such as the costs and availability of suitable new restaurant sites, construction materials, and contractors and restaurant equipment; the expected costs and risks related to our international expansion, including through partner-operated restaurants in the Middle East, South Korea, and Mexico; our ability to achieve expected levels of comparable restaurant sales due to factors such as changes in guests' perceptions of our brand, including as a result of negative publicity or social media posts and decreased consumer spending or restaurant visits, or the inability to increase menu prices or realize the benefits of menu price increases; failure to meet market expectations for our financial performance or any announced guidance and the impact thereof; the potential impact of activist shareholder actions or tactics; failure to attract or retain key executive talent; the impact of our brand, marketing, promotional, advertising, and pricing strategies, digital platform and menu innovations; our reliance on third-party delivery services and the information technology infrastructure; and enforcement and litigation risks, including possible governmental actions and potential litigation related to food safety incidents, cybersecurity incidents, employment or privacy laws, advertising claims, contract disputes, or other matters. In addition, many of the foregoing risks and uncertainties are, or could be, exacerbated by any worsening of the global business and macroeconomic environment or developments in the rapidly evolving capabilities of artificial intelligence and other advanced technologies. These statements also are subject to other risk factors described from time to time in our SEC reports, including our annual report on Form 10-K and quarterly reports on Form 10-Q, all of which are available on the investor relations page of our website at ir.Chipotle.com.

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)

Three months ended September 30,

2026 2025

Food and beverage revenue $ 3,277,942 99.5 % $ 2,989,255 99.5 %

Delivery service revenue 15,220 0.5 14,189 0.5

Total revenue 3,293,162 100.0 3,003,444 100.0

Restaurant operating costs (exclusive of depreciation and amortization shown separately below):

Food, beverage and packaging 972,360 29.5 902,445 30.0

Labor 847,507 25.7 756,669 25.2

Occupancy 179,403 5.4 158,314 5.3

Other operating costs 525,735 16.0 450,433 15.0

General and administrative expenses 185,228 5.6 146,742 4.9

Depreciation and amortization 102,611 3.1 90,524 3.0

Pre-opening costs 15,104 0.5 13,741 0.5

Impairment, closure costs, and asset disposals 13,250 0.4 7,404 0.2

Total operating expenses 2,841,198 86.3 2,526,272 84.1

Income from operations 451,964 13.7 477,172 15.9

Interest and other income, net 5,161 0.2 19,789 0.7

Income before income taxes 457,125 13.9 496,961 16.5

Provision for income taxes 117,251 3.6 114,858 3.8

Net income $ 339,874 10.3 % $ 382,103 12.7 %

Earnings per share:

Basic $ 0.27 $ 0.29

Diluted $ 0.27 $ 0.29

Weighted-average common shares outstanding:

Basic 1,265,427 1,335,000

Diluted 1,267,703 1,339,522

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)

Nine months ended September 30,

2026 2025

Food and beverage revenue $ 9,683,464 99.5 % $ 8,896,840 99.5 %

Delivery service revenue 46,502 0.5 45,250 0.5

Total revenue 9,729,966 100.0 8,942,090 100.0

Restaurant operating costs (exclusive of depreciation and amortization shown separately below):

Food, beverage and packaging 2,879,279 29.6 2,626,837 29.4

Labor 2,489,368 25.6 2,231,156 25.0

Occupancy 523,494 5.4 462,405 5.2

Other operating costs 1,506,142 15.5 1,294,257 14.5

General and administrative expenses 579,419 6.0 491,676 5.5

Depreciation and amortization 297,656 3.1 268,680 3.0

Pre-opening costs 43,109 0.4 32,561 0.4

Impairment, closure costs, and asset disposals 36,877 0.4 19,039 0.2

Total operating expenses 8,355,344 85.9 7,426,611 83.1

Income from operations 1,374,622 14.1 1,515,479 16.9

Interest and other income, net 21,580 0.2 60,397 0.7

Income before income taxes 1,396,202 14.3 1,575,876 17.6

Provision for income taxes 349,957 3.6 371,047 4.1

Net income $ 1,046,245 10.8 % $ 1,204,829 13.5 %

Earnings per share:

Basic $ 0.82 $ 0.90

Diluted $ 0.82 $ 0.89

Weighted-average common shares outstanding:

Basic 1,280,337 1,344,824

Diluted 1,282,875 1,350,159

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

September 30,

2026 December 31,

2025

(unaudited)

Assets

Current assets:

Cash and cash equivalents $ 634,210 $ 350,545

Accounts receivable, net 99,544 156,466

Inventory 48,867 49,508

Prepaid expenses and other current assets 121,068 120,450

Income tax receivable - 91,393

Investments 268,354 698,591

Total current assets 1,172,043 1,466,953

Leasehold improvements, property and equipment, net 3,038,421 2,679,361

Long-term investments 100,365 197,123

Restricted cash 35,799 35,364

Operating lease assets 4,928,149 4,463,010

Other assets 135,967 130,781

Goodwill 21,939 21,939

Total assets $ 9,432,683 $ 8,994,531

Liabilities and shareholders' equity

Current liabilities:

Accounts payable $ 308,352 $ 212,813

Accrued payroll and benefits 247,661 250,126

Accrued liabilities 233,053 182,448

Unearned revenue 223,644 240,375

Current operating lease liabilities 321,557 302,380

Income tax payable 112,339 -

Total current liabilities 1,446,606 1,188,142

Long-term operating lease liabilities 5,277,474 4,773,434

Deferred income tax liabilities 169,145 125,674

Other liabilities 84,314 76,674

Total liabilities 6,977,539 6,163,924

Shareholders' equity:

Common stock, $0.01 par value, 11,500,000 shares authorized, 1,264,970 and 1,304,360 shares issued as of September 30, 2026 and December 31, 2025, respectively 12,650 13,044

Additional paid-in capital 2,297,332 2,204,944

Accumulated other comprehensive loss (9,311) (7,289)

Retained earnings 154,473 619,908

Total shareholders' equity 2,455,144 2,830,607

Total liabilities and shareholders' equity $ 9,432,683 $ 8,994,531

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Nine months ended

September 30,

2026 2025

Operating activities

Net income $ 1,046,245 $ 1,204,829

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 297,656 268,680

Deferred income tax provision 43,477 94,285

Impairment, closure costs, and asset disposals 35,564 18,271

Provision for credit losses (351) (1,626)

Stock-based compensation expense 86,369 93,966

Other 3,268 7,571

Changes in operating assets and liabilities:

Accounts receivable 55,521 49,982

Inventory 443 2,408

Prepaid expenses and other current assets (8,948) (9,456)

Operating lease assets 254,125 235,619

Other assets 1,820 (4,487)

Accounts payable 47,386 29,304

Accrued payroll and benefits (207) (68,890)

Accrued liabilities 58,595 10,342

Unearned revenue (5,141) (23,514)

Income tax payable/receivable 203,679 (42,428)

Operating lease liabilities (199,213) (179,482)

Other long-term liabilities 1,850 2,708

Net cash provided by operating activities 1,922,138 1,688,082

Investing activities

Purchases of leasehold improvements, property and equipment (640,597) (468,881)

Purchases of investments (7,562) (15,719)

Maturities of investments 526,910 477,264

Net cash used in investing activities (121,249) (7,336)

Financing activities

Repurchase of common stock (1,464,934) (1,683,720)

Tax withholding on stock-based compensation awards (56,662) (48,558)

Other financing activities 4,146 2,976

Net cash used in financing activities (1,517,450) (1,729,302)

Effect of exchange rate changes on cash, cash equivalents and restricted cash 661 (187)

Net change in cash, cash equivalents, and restricted cash 284,100 (48,743)

Cash, cash equivalents, and restricted cash at beginning of period 385,909 778,379

Cash, cash equivalents, and restricted cash at end of period $ 670,009 $ 729,636

Supplemental disclosures of cash flow information

Income taxes paid(1)

$ 102,635 $ 319,004

Purchases of leasehold improvements, property and equipment accrued in accounts payable and accrued liabilities $ 138,947 $ 101,478

Repurchase of common stock accrued in accounts payable and accrued liabilities $ 13,462 $ 15,685

(1) Included in the income taxes paid amount for the nine months ended September 30, 2026, is $93,000 related to the purchase of federal transferable energy credits for the 2026 tax year.

CHIPOTLE MEXICAN GRILL, INC.

SUPPLEMENTAL FINANCIAL AND OTHER DATA

(dollars in thousands)

(unaudited)

The following table details company-owned restaurant unit data for the periods indicated:

For the three months ended

Sep. 30,

2026 Jun. 30,

2026 Mar. 31,

2026 Dec. 31,

2025 Sep. 30,

2025

Opened 84 100 49 132 84

Permanent closures - (3) (1) (5) (4)

Relocations (3) (1) - (1) (3)

Total 4,267 4,186 4,090 4,042 3,916

Average restaurant sales $ 3,106 $ 3,102 $ 3,094 $ 3,104 $ 3,132

Comparable restaurant sales increase/(decrease) 2.1 % 2.2 % 0.5 % (2.5 %) 0.3 %

The following table details partner-operated restaurant unit data for the periods indicated:

For the three months ended

Sep. 30,

2026 Jun. 30,

2026 Mar. 31,

2026 Dec. 31,

2025 Sep. 30,

2025

Opened 5 1 - 7 2

Total 20 15 14 14 7

CHIPOTLE MEXICAN GRILL, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Below are definitions of the non-GAAP financial measures in this release. The following tables provide a reconciliation of non-GAAP financial measures presented in this release to the most directly comparable financial measures calculated and presented in accordance with GAAP.

Adjusted net income is net income excluding restaurant asset impairment and stock-based compensation retention.

Adjusted diluted earnings per share is calculated by dividing adjusted net income by the diluted weighted-average number of common shares outstanding.

Adjusted general and administrative expenses are general and administrative expenses excluding expenses related to stock-based compensation expense for specified retention equity awards.

The adjusted effective income tax rate is the effective income tax rate adjusted to reflect the after-tax impact of non-GAAP adjustments.

Restaurant level operating margin is equal to the revenues generated by our restaurants less direct restaurant operating costs, which consist of food, beverage and packaging, labor, occupancy and other operating costs, expressed as a percent of total revenue. This performance measure primarily includes the costs that restaurant level managers can directly control and excludes other costs that are essential to conduct our business. Management uses restaurant level operating margin as a measure of restaurant performance. Management believes restaurant level operating margin is useful because it highlights trends in our core business that may not otherwise be apparent when relying solely on GAAP financial measures.

We present these non-GAAP measures to facilitate a meaningful evaluation of our operating performance across periods. These adjustments are intended to provide greater transparency of underlying performance and to allow investors to evaluate our business on the same basis as management, which uses these non-GAAP measures in evaluating our performance.

Our adjusted net income, adjusted diluted earnings per share, adjusted general and administrative expenses, adjusted effective income tax rate, and restaurant level operating margin measures may not be comparable to other companies’ adjusted measures. These adjustments are not necessarily indicative of what our actual financial performance would have been during the periods presented and should be viewed in addition to, and not as an alternative to, our results prepared in accordance with GAAP. Further details regarding these adjustments are included in the tables below.

CHIPOTLE MEXICAN GRILL, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted Net Income and Adjusted Diluted Earnings per Share

(in thousands, except per share amounts)

(unaudited)

Three months ended

September 30,

2026 2025

Net income $ 339,874 $ 382,103

Non-GAAP adjustments:

Impairment and exit costs:

Restaurant asset impairment(1)

4,339 -

Stock-based compensation(2)

1,475 8,058

Total non-GAAP adjustments 5,814 8,058

Tax effect of non-GAAP adjustments above(3)

(1,108) (298)

After tax impact of non-GAAP adjustments 4,706 7,760

Adjusted net income $ 344,580 $ 389,863

Diluted weighted-average number of common shares outstanding 1,267,703 1,339,522

Diluted earnings per share $ 0.27 $ 0.29

Adjusted diluted earnings per share $ 0.27 $ 0.29

(1)Operating lease asset and leasehold improvements, property, plant and equipment impairment charges and other expenses for restaurants due to closures, relocations, or underperformance.

(2)Stock-based compensation for retention equity awards granted to certain executives in connection with the former CEO's departure.

(3)Adjustments related to the tax effect of non-GAAP adjustments, which were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.

CHIPOTLE MEXICAN GRILL, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted General and Administrative Expenses

(in thousands)

(unaudited)

Three months ended

September 30,

2026 2025

General and administrative expenses $ 185,228 $ 146,742

Non-GAAP adjustments:

Stock-based compensation(1)

(1,475) (8,058)

Total non-GAAP adjustments (1,475) (8,058)

Adjusted general and administrative expenses $ 183,753 $ 138,684

(1)Stock-based compensation for retention equity awards granted to certain executives in connection with the former CEO's departure.

CHIPOTLE MEXICAN GRILL, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted Effective Income Tax Rate

(unaudited)

Three months ended

September 30,

2026 2025

Effective income tax rate 25.6 % 23.1 %

Tax impact of non-GAAP adjustments(1)

- (0.3)

Adjusted effective income tax rate 25.6 % 22.8 %

(1)Adjustments related to the tax effect of non-GAAP adjustments, which were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.

CHIPOTLE MEXICAN GRILL, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Restaurant Level Operating Margin

(in thousands)

(unaudited)

Three months ended September 30,

2026 Percent of total revenue 2025 Percent of total revenue

Income from operations $ 451,964 13.7 % $ 477,172 15.9 %

Non-GAAP Adjustments

General and administrative expenses 185,228 5.6 146,742 4.9

Depreciation and amortization 102,611 3.1 90,524 3.0

Pre-opening costs 15,104 0.5 13,741 0.5

Impairment, closure costs, and asset disposals 13,250 0.4 7,404 0.2

Total non-GAAP Adjustments 316,193 9.6 258,411 8.6

Restaurant level operating margin $ 768,157 23.3 % $ 735,583 24.5 %

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v3.26.3

Cover

Oct. 28, 2026

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Oct. 28, 2026

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CHIPOTLE MEXICAN GRILL, INC.

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1-32731

Entity Tax Identification Number

84-1219301

Entity Address, Address Line One

610 Newport Center Drive

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Suite 1100

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Newport Beach

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92660

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524-4000

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