Form 8-K
8-K — CHIPOTLE MEXICAN GRILL INC
Accession: 0001058090-26-000088
Filed: 2026-09-14
Period: 2026-09-14
CIK: 0001058090
SIC: 5812 (RETAIL-EATING PLACES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — cmg-20260914.htm (Primary)
EX-99.1 (cmg-20260914xex991.htm)
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8-K
8-K (Primary)
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cmg-20260914
0001058090FALSE00010580902026-09-142026-09-14
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): September 14, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2026, the Board of Directors (the “Board”) of Chipotle Mexican Grill, Inc. (“Chipotle”) increased the size of the Board to 11 directors and elected Sabir Sami as a director effective immediately. The Board determined that Mr. Sami is an independent director within the meaning of the listing standards of the New York Stock Exchange. The Board did not appoint Mr. Sami to any Board committees.
Mr. Sami, age 59, spent 16 years at Yum! Brands, Inc., a global company operating restaurants primarily under the concepts of KFC, Taco Bell, and Habit Burger & Grill (“Yum! Brands”) in a variety of senior leadership roles. He most recently served as Chief Executive Officer of the KFC Division from January 2022 to February 2025, where he reported directly to the Yum! Brands Chief Executive Officer. He previously served in a dual role as KFC Division Chief Operating Officer and Managing Director of KFC Asia from January 2020 to January 2022, a role in which he led the global operations team and drove the KFC global operations agenda while overseeing Thailand, India, Asia Central and Greater Asia. Mr. Sami joined Yum! Brands in 2009 and worked on all three brands during his tenure. Mr. Sami received his MBA from The University of Karachi in Pakistan. Mr. Sami is currently a director with Sami Advisory, a business consulting firm he founded in August 2025.
There are no arrangements or understandings between Mr. Sami and any other person pursuant to which he was elected as director. There are no family relationships between Mr. Sami and any director or executive officer of Chipotle, and there are no transactions in which Mr. Sami has or will have a direct or indirect material interest that would be required to be reported under Item 404(a) of Regulation S‑K.
Mr. Sami will receive compensation in the amounts and forms paid to other non-employee members of the Board (prorated for his service on the Board from the date of his appointment until the next annual meeting of shareholders), as described in Exhibit 10.11 (Director Compensation Program and Stock Ownership Guidelines) to Chipotle’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 4, 2026.
A copy of the press release announcing this election is attached hereto as an exhibit to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Title or Description
99.1
Press Release, dated September 14, 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.
September 14, 2026 By: /s/ Ilene Eskenazi
Name: Ilene Eskenazi
Title: Chief Legal and Human Resources Officer
EX-99.1
EX-99.1
Filename: cmg-20260914xex991.htm · Sequence: 2
Document
Exhibit 99.1
NEWS
Contact: Erin Wolford
(949) 524-4035
MediaRelations@chipotle.com
CHIPOTLE APPOINTS SABIR SAMI TO ITS BOARD OF DIRECTORS
NEWPORT BEACH, Calif., September 14, 2026 – Chipotle Mexican Grill (NYSE: CMG) today announced a new addition to its board of directors, Sabir Sami, effective immediately.
Sabir Sami brings more than 30 years of global consumer and restaurant industry experience, including 16 years at Yum! Brands Inc., where he held a series of senior leadership roles across KFC, Taco Bell and Habit Burger & Grill. Most recently, Mr. Sami served as chief executive officer of KFC from January 2022 to February 2025, with global responsibility for the brand’s strategy and performance and reporting directly to the chief executive officer of Yum! Brands. Previously, he served as KFC’s chief operating officer and managing director of KFC Asia, leading the brand’s global operations team while overseeing markets across Thailand, India, Central Asia and Greater Asia. Mr. Sami also served as managing director of KFC’s Middle East, North Africa, Pakistan and Turkey markets. During his tenure at Yum! Brands, he held leadership roles across all three of the company’s brands, including serving as general manager of Yum! Canada and in general manager roles for KFC’s Canada and Turkey businesses. Before joining Yum! Brands in 2009, Mr. Sami held various leadership roles at Procter & Gamble, The Coca-Cola Co. and Reckitt Benckiser.
In addition to his role at Chipotle, Mr. Sami serves as a director of Sami Advisory, a business consulting firm he founded in August 2025. He also serves on the Board of Directors of Save the Children Canada. Mr. Sami holds an MBA from the University of Karachi in Pakistan.
“I’m thrilled to join Chipotle’s Board at such an exciting time for the company. With an iconic brand and global fanfare, Chipotle has an immense opportunity to bring its craveable menu to more guests around the world. I look forward to helping the company realize its significant potential.”
With the change announced today, Chipotle’s Board of Directors will be composed of 11 directors, 10 of whom are independent. Mr. Sami brings significant global restaurant industry and operational expertise to the board. The board remains committed to ongoing refreshment and will continue to evaluate highly qualified independent director candidates who bring relevant experience and perspectives aligned with Chipotle’s long-term strategy.
“Sabir brings deep restaurant operating expertise and a proven track record leading brands across international markets,” said Scott Maw, Chairman. “That experience will be invaluable as we scale Chipotle with intention, strengthen our operations and expand access to our brand around the world.”
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 June 30, 2026, in the United States, Canada, the United Kingdom, France, Germany, and the Middle East and it 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 chipotle.com.
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