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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________________________________
FORM 10-Q
__________________________________________________________________________

x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025
or

o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
Commission File Number: 1-32731
__________________________________________________________________________
CHIPOTLE MEXICAN GRILL, INC.
(Exact name of registrant as specified in its charter)
__________________________________________________________________________

Delaware | 84-1219301
(State or other jurisdiction of incorporation or organization) | (IRS 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
__________________________________________________________________________
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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):

x | Large accelerated filer | o Accelerated filer | o Non-accelerated filer | o | Smaller reporting company | o | 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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
As of October 27, 2025, there were 1,322,278 shares of the registrant’s common stock, par value of $0.01 per share outstanding.

Table of Contents
TABLE OF CONTENTS

| PART I |
Item 1 | Financial Statements (Unaudited) | 1
| Condensed Consolidated Balance Sheets | 1
| Condensed Consolidated Statements of Income and Comprehensive Income | 2
| Condensed Consolidated Statements of Shareholders’ Equity | 3
| Condensed Consolidated Statements of Cash Flows | 4
| Notes to Condensed Consolidated Financial Statements | 5
| Note 1 - Basis of Presentation and Update to Accounting Policies | 5
| Note 2 - Recently Issued Accounting Standards | 5
| Note 3 - Revenue Recognition | 6
| Note 4 - Fair Value Measurements | 6
| Note 5 - Equity Investments | 8
| Note 6 - Shareholders' Equity | 8
| Note 7 - Stock-Based Compensation | 9
| Note 8 - Income Taxes | 10
| Note 9 - Leases | 11
| Note 10 - Earnings Per Share | 11
| Note 11 - Commitments and Contingencies | 11
| Note 12 - Debt | 12
| Note 13 - Related Party Transactions | 12
| Note 14 - Segment Reporting | 13
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 20
Item 4 | Controls and Procedures | 21
| PART II |
Item 1 | Legal Proceedings | 21
Item 1A | Risk Factors | 21
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 21
Item 3 | Defaults upon Senior Securities | 22
Item 4 | Mine Safety Disclosures | 22
Item 5 | Other Information | 22
Item 6 | Exhibits | 23
| Signatures | 24

Table of Contents
PART I
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.
1

Table of Contents
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.
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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.
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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.
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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.
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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.
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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.
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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.
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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

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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.
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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.
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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.
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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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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this report are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements about the number of new restaurants we expect to open in 2025 and 2026, and the number with Chipotlanes,the number of new international partner-operated restaurants we expect to open, our anticipated comparable restaurant sales for 2025, the expected impact of tariffs on our food, beverage and packaging costs during the 2025 fourth quarter and on an ongoing basis, our expectation to generate positive cash flow for the foreseeable future, our expectations for utilization of cash flow from operations, our ability to manage prices, risks and volatility in our supply chain, our plans for continuing stock buybacks and the volume of buybacks,and the period of time during which our cash and short-term investment will fund our operations. We use words such as “anticipate”, “believe”, “could”, “should”, “may”, “approximately”, “estimate”, “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 report are based on currently available operating, financial and competitive information available to us as of the date of this filing and we assume no obligation to update these forward-looking statements. 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: increasing wage inflation, including as a result of state or local regulations mandating higher minimum wages, and the competitive labor market, which impacts our ability to attract and retain qualified employees and has resulted in occasional staffing shortages; the impact of any union organizing efforts and our responses to such efforts; risks of food safety incidents and food-borne illnesses; risks associated with our reliance on certain information technology systems and potential material failures, interruptions or outages; privacy and cyber security risks, including risk of 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 federal, state or local government 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, Asia and Mexico; increases in ingredient and other operating costs due to inflation, global conflicts, severe weather and climate change, our Food with Integrity philosophy, tariffs or trade restrictions; intermittent supply shortages relating to our Food with Integrity philosophy, rapid expansion and supply chain disruptions; the uncertainty of 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, increased consumer uncertainty and decreased consumer spending (including as a result of higher inflation, unemployment rates, fear of possible recession and higher energy prices), or the inability to increase menu prices or realize the benefits of menu price increases and the risk of guest responses; risks associated with our digital business, including risks arising from our reliance on third party delivery services and the IT infrastructure; litigation risks, including possible governmental actions and potential class action litigation related to food safety incidents, cybersecurity incidents, employment or privacy laws, advertising claims, contract disputes or other matters; and other risk factors described from time to time in our SEC reports, including our Annual Report on Form 10-K for the year ended December 31, 2024, and in other reports filed with the SEC, all of which are available on the investor relations page of our website at ir.Chipotle.com.
As of September 30, 2025, we owned 3,822 Chipotle restaurants throughout the United States and 94 international Chipotle restaurants. Additionally, we had seven international partner-operated restaurants. We manage our U.S. operations based on 11 regions and aggregate our operations to one reportable segment.
Throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” we 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
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Third Quarter 2025 Financial Highlights, year-over-year:
•Total revenue increased 7.5% to $3.0 billion
•Comparable restaurant sales increased 0.3%
•Diluted earnings per share was $0.29, a 3.6% increase from $0.28
Sales Trends. Comparable restaurant sales increased 0.3% for the three months ended September 30, 2025. The increase is attributable to a 1.1% increase in average check, partially offset by lower transactions of 0.8%. Comparable restaurant sales represent the change in period-over-period total revenue for company-owned restaurants in operation for at least 13 full calendar months. Digital sales represented 36.7% of total food and beverage revenue. For full-year 2025, management is anticipating comparable restaurant sales declines in the low-single digit range.
Restaurant Development. During the three months ended September 30, 2025, we opened 84 restaurants, which included 64 restaurants with a Chipotlane. We remain on track to open approximately 315 to 345 company-owned restaurants in 2025 and expect to open approximately 350 to 370 restaurants in 2026, which includes 10 to 15 international partner-operated restaurants. We expect that at least 80% of our new company-owned restaurants will include a Chipotlane.
Partner-Operated Restaurants. During the three months ended September 30, 2025, we opened two partner-operated restaurants in the Middle East.
Restaurant Activity
The following table details company-owned restaurant unit data for the periods indicated.

| Three months ended September 30, |  | Nine months ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Beginning of period | 3,839 |  |  | 3,530 |  |  | 3,726 |  |  | 3,437 |
Chipotle openings | 84 |  |  | 86 |  |  | 202 |  |  | 185 |
Chipotle permanent closures | (4) |  |  | (1) |  |  | (8) |  |  | (5) |
Chipotle relocations | (3) |  |  | - |  |  | (4) |  |  | (2) |
Total at end of period | 3,916 |  |  | 3,615 |  |  | 3,916 |  |  | 3,615 |

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

| Three months ended September 30, |  | Nine months ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Beginning of period | 5 |  |  | 1 |  |  | 3 |  |  | - |
Partner-operated openings | 2 |  |  | 1 |  |  | 4 |  |  | 2 |
Total at end of period | 7 |  |  | 2 |  |  | 7 |  |  | 2 |

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Results of Operations
Our results of operations as a percentage of total revenue and period-over-period change are discussed in the following section.
Revenue

| Three months ended September 30, |  | Percentage |  | Nine months ended September 30, |  | Percentage
| 2025 |  | 2024 |  | change |  | 2025 |  | 2024 |  | change
| (dollars in millions) |  |  |  | (dollars in millions) |  |
Food and beverage revenue | $ | 2,989.3 |  |  | $ | 2,778.0 |  |  | 7.6 | % |  | $ | 8,896.8 |  |  | $ | 8,417.4 |  |  | 5.7 | %
Delivery service revenue | 14.2 |  |  | 15.5 |  |  | (8.7 | %) |  | 45.3 |  |  | 51.1 |  |  | (11.5 | %)
Total revenue | $ | 3,003.4 |  |  | $ | 2,793.6 |  |  | 7.5 | % |  | $ | 8,942.1 |  |  | $ | 8,468.5 |  |  | 5.6 | %
Average restaurant sales (1) | $ | 3.132 |  |  | $ | 3.184 |  |  | (1.6 | %) |  | $ | 3.132 |  |  | $ | 3.184 |  |  | (1.6 | %)
Comparable restaurant sales increase/(decrease) | 0.3% |  | 6.0% |  |  |  | (1.4 | %) |  | 8.1 | % |  |
Transactions | (0.8%) |  | 3.3% |  |  |  | (2.7%) |  | 5.8% |  |
Average check | 1.1% |  | 2.7% |  |  |  | 1.3% |  | 2.3% |  |
Menu price increase | 2.1% |  | 3.6% |  |  |  | 2.3% |  | 3.2% |  |
Check mix | (1.0 | %) |  | (0.9 | %) |  |  |  | (1.0 | %) |  | (0.9 | %) |  |

(1)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.
The following is a summary of the change in restaurant sales for the period indicated:

| Three months ended |  | Nine months ended
| (dollars in millions)
For the period ended September 30, 2024 | $ | 2,793.6 |  |  | $ | 8,468.5 |
Change from: |  |  |
Comparable restaurant sales | 8.5 |  |  | (118.9) |
Restaurants not yet in comparable base opened in 2025 | 99.7 |  |  | 173.4 |
Restaurants not yet in comparable base opened in 2024 | 99.8 |  |  | 413.9 |
Other | 1.8 |  |  | 5.2 |
For the period ended September 30, 2025 | $ | 3,003.4 |  |  | $ | 8,942.1 |

Food, Beverage and Packaging Costs

| Three months ended September 30, |  | Percentage |  | Nine months ended September 30, |  | Percentage
| 2025 |  | 2024 |  | change |  | 2025 |  | 2024 |  | change
| (dollars in millions) |  |  |  | (dollars in millions) |  |
Food, beverage and packaging | $ | 902.4 |  |  | $ | 855.5 |  |  | 5.5 | % |  | $ | 2,626.8 |  |  | $ | 2,508.3 |  |  | 4.7 | %
As a percentage of total revenue | 30.0 | % |  | 30.6 | % |  | (0.6 | %) |  | 29.4 | % |  | 29.6 | % |  | (0.2 | %)

Food, beverage and packaging costs decreased 0.6% as a percentage of total revenue for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily due to a 0.6% benefit from menu price increases in the prior year and, to a lesser extent, cost of sales efficiencies. This decrease was partially offset by a 0.3% inflation, primarily in beef and chicken, and a 0.3% impact from the newly enacted tariffs.
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Food, beverage and packaging costs decreased 0.2% as a percentage of total revenue for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was primarily due to a 0.7% benefit from menu price increases in the prior year and, to a lesser extent, from cost of sales efficiencies. This decrease was partially offset by a 0.5% inflation across several ingredient costs, primarily beef and chicken, and a 0.1% impact from the newly enacted tariffs.
Due to goods imported prior to the enactment of tariffs, we anticipate about a 40 basis point increase in food, beverage and packaging costs during the fourth quarter of 2025 relating to tariffs. We estimate that the tariffs enacted since April 2025 will increase food, beverage and packaging costs by about 50 basis points on an ongoing basis. These estimates could vary based on future tariff policy changes.
Labor Costs

| Three months ended September 30, |  | Percentage |  | Nine months ended September 30, |  | Percentage
| 2025 |  | 2024 |  | change |  | 2025 |  | 2024 |  | change
| (dollars in millions) |  |  |  | (dollars in millions) |  |
Labor costs | $ | 756.7 |  |  | $ | 696.8 |  |  | 8.6 | % |  | $ | 2,231.2 |  |  | $ | 2,072.9 |  |  | 7.6 | %
As a percentage of total revenue | 25.2 | % |  | 24.9 | % |  | 0.3 | % |  | 25.0 | % |  | 24.5 | % |  | 0.5 | %

Labor costs increased 0.3% as a percentage of total revenue for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Labor increased primarily due to a 0.5% impact of lower sales volumes and 0.2% from restaurant wage inflation. These increases were partially offset by a 0.5% benefit from menu price increases in the prior year.
Labor costs increased 0.5% as a percentage of total revenue for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. The increase was primarily due to a 0.7% impact of lower sales volumes and 0.4% from restaurant wage inflation, including minimum wage increases for our restaurants in California. This increase is partially offset by a 0.6% benefit from menu price increases in the prior year.
Occupancy Costs

| Three months ended September 30, |  | Percentage |  | Nine months ended September 30, |  | Percentage
| 2025 |  | 2024 |  | change |  | 2025 |  | 2024 |  | change
| (dollars in millions) |  |  |  | (dollars in millions) |  |
Occupancy costs | $ | 158.3 |  |  | $ | 142.6 |  |  | 11.0 | % |  | $ | 462.4 |  |  | $ | 416.9 |  |  | 10.9 | %
As a percentage of total revenue | 5.3 | % |  | 5.1 | % |  | 0.2 | % |  | 5.2 | % |  | 4.9 | % |  | 0.3 | %

Occupancy costs increased 0.2% as a percentage of total revenue for t he three m onths ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was due to the impact from lower sales volumes, as a 0.1% benefit from menu price increases in the prior year was offset by expenses associated with new restaurants.
Occupancy costs increased 0.3% as a percentage of total revenue for t he nine m onths ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was due to the impact from lower sales volumes, as a 0.1% benefit from menu price increases in the prior year was offset by expenses associated with new restaurants.
Other Operating Costs

| Three months ended September 30, |  | Percentage |  | Nine months ended September 30, |  | Percentage
| 2025 |  | 2024 |  | change |  | 2025 |  | 2024 |  | change
| (dollars in millions) |  |  |  | (dollars in millions) |  |
Other operating costs | $ | 450.4 |  |  | $ | 386.5 |  |  | 16.6 | % |  | $ | 1,294.3 |  |  | $ | 1,157.0 |  |  | 11.9 | %
As a percentage of total revenue | 15.0 | % |  | 13.8 | % |  | 1.2 | % |  | 14.5 | % |  | 13.7 | % |  | 0.8 | %

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Other operating costs increased 1.2% as a percentage of total revenue for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was due to the impact from several items, primarily 0.9% of higher marketing and promotional activities and 0.2% of lower sales volumes. This increase was partially offset by a 0.2% from the benefit of menu price increases in the prior year.
Other operating costs increased 0.8% as a percentage of total revenue for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was due to the impact from several items, primarily 0.6% of higher marketing and promotional activities and 0.2% of lower sales volumes. This increase was partially offset by a 0.2% from the benefit of menu price increases in the prior year.
General and Administrative Expenses

| Three months ended September 30, |  | Percentage |  | Nine months ended September 30, |  | Percentage
| 2025 |  | 2024 |  | change |  | 2025 |  | 2024 |  | change
| (dollars in millions) |  |  |  | (dollars in millions) |  |
General and administrative expenses | $ | 146.7 |  |  | $ | 126.6 |  |  | 15.9 | % |  | $ | 491.7 |  |  | $ | 506.3 |  |  | (2.9 | %)
As a percentage of total revenue | 4.9 | % |  | 4.5 | % |  | 0.4 | % |  | 5.5 | % |  | 6.0 | % |  | (0.5 | %)

The following is a summary of the change in general and administrative expense for the period indicated:

| Three months ended |  | Nine months ended
| (dollars in millions)
For the period ended September 30, 2024 | $ | 126.6 |  |  | $ | 506.3 |
Change from: |  |  |
Stock-based compensation, net of August 2024 retention awards | 11.1 |  |  | (20.7) |
Performance bonuses | (2.3) |  |  | (18.9) |
Conferences, primarily the biennial All Managers’ Conference | 0.3 |  |  | (15.7) |
Legal contingencies | 2.2 |  |  | (13.5) |
Legal services | 0.2 |  |  | 3.0 |
Outside services related to corporate initiatives | 0.1 |  |  | 7.6 |
Wages | 4.6 |  |  | 12.3
Stock-based compensation, August 2024 retention awards | 2.9 |  |  | 27.0 |
Other | 1.0 |  |  | 4.3 |
For the period ended September 30, 2025 | $ | 146.7 |  |  | $ | 491.7 |

Impairment, Closure Costs, and Asset Disposals

| Three months ended September 30, |  | Percentage |  | Nine months ended September 30, |  | Percentage
| 2025 |  | 2024 |  | change |  | 2025 |  | 2024 |  | change
| (dollars in millions) |  |  |  | (dollars in millions) |  |
Impairment, closure costs, and asset disposals | $ | 7.4 |  |  | $ | 15.2 |  |  | (51.2 | %) |  | $ | 19.0 |  |  | $ | 26.4 |  |  | (27.9 | %)
As a percentage of total revenue | 0.2 | % |  | 0.5 | % |  | (0.3) | % |  | 0.2 | % |  | 0.3 | % |  | (0.1 | %)

Impairment, closure costs, and asset disposals decreased in dollar terms for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024, primarily due to property and equipment impairment charges related to a software asset in the prior year.
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Provision for Income Taxes

| Three months ended September 30, |  | Percentage |  | Nine months ended September 30, |  | Percentage
| 2025 |  | 2024 |  | change |  | 2025 |  | 2024 |  | change
| (dollars in millions) |  |  |  | (dollars in millions) |  |
Provision for income taxes | $ | 114.9 |  |  | $ | 115.2 |  |  | (0.3 | %) |  | $ | 371.0 |  |  | $ | 368.8 |  |  | 0.6 | %
Effective income tax rate | 23.1 | % |  | 22.9 | % |  | 0.2 | % |  | 23.5 | % |  | 23.5 | % |  | - | %

The effective income tax rate increased 0.2% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily driven by a 0.6% reduction in tax benefits related to option exercises and equity vesting, partially offset by 0.8% in 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 impacting the rate by 0.4%.
The effective income tax rate remained flat for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The nine months ended September 30, 2025 had a 0.6% decrease in non-deductible expenses, offset mostly by a 0.5% reduction in tax benefits related to option exercises and equity vesting.
Seasonality
Seasonal factors cause our profitability to fluctuate from quarter to quarter. Historically, our average daily restaurant sales and net income are lower in the first and fourth quarters due, in part, to the holiday season and because fewer people eat out during periods of inclement weather (the winter months) than during periods of mild or warm weather (the spring, summer and fall months). Other factors also have a seasonal effect on our results. For example, restaurants located near colleges and universities generally do more business during the academic year. Seasonal factors, however, might be moderated or outweighed by other factors that may influence our quarterly results, such as unexpected publicity impacting our business in a positive or negative way, disease outbreak, epidemic or endemic, the impact of inflation and consumer sentiment on consumer spending, fluctuations in food or packaging costs, the timing of holidays, or the timing of menu price increases or promotional activities and other marketing initiatives. The number of trading days in a quarter can also affect our results, although, on an overall annual basis, changes in trading days do not have a significant impact.
Our quarterly results are also affected by other factors such as the amount and timing of non-cash stock-based compensation expense and related tax rate impacts, litigation, settlement costs and related legal expenses, impairment charges and non-operating costs, timing of marketing or promotional expenses, the number and timing of new restaurants opened in a quarter, and closure of restaurants. New restaurants typically have higher operating costs following opening because of the expenses associated with their opening and operating inefficiencies in the months immediately following opening. Accordingly, results for a particular quarter are not necessarily indicative of results to be expected for any other quarter or for any year.
Liquidity and Capital Resources
Cash and Investments
As of September 30, 2025, we had a cash and marketable investments balance of $1.7 billion, non-marketable investments of $90.0 million, and $30.9 million of restricted cash. After funding the current operations in our restaurants and support centers, the first planned use of our cash flow from operations is to provide capital for the continued investment in new restaurant construction. In addition to continuing to invest in our restaurant expansion, we expect to utilize cash flow from operations to: repurchase additional shares of our common stock subject to market conditions; invest in, maintain, and refurbish our existing restaurants; and for general corporate purposes. As of September 30, 2025, $652.3 million remained available for repurchases of shares of our common stock, which includes the $500.0 million additional authorization approved by our Board of Directors on September 3, 2025. Under the remaining repurchase authorizations, shares may be purchased from time to time in open market transactions, subject to market conditions.
Borrowing Capacity
As of September 30, 2025, we had $500.0 million of undrawn borrowing capacity under a line of credit facility.
Use of Cash
We believe that cash from operations, together with our cash and investment balances, will be sufficient to meet ongoing capital expenditures, working capital requirements and other cash needs for the foreseeable future. Assuming no significant declines in comparable restaurant sales, we expect we will generate positive cash flow for the foreseeable future.
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We have not required significant working capital because guests generally pay using cash or credit and debit cards and because our operations do not require significant receivables or significant inventories, partly due to our use of various fresh ingredients. In addition, we generally have the right to pay for the purchase of food, beverages and supplies sometime after the receipt of those items, generally within ten days, thereby reducing the need for incremental working capital to support our growth.
Cash Flows
Cash provided by operating activities was $1.7 billion for the nine months ended September 30, 2025, compared to $1.6 billion for the nine months ended September 30, 2024. The increase was primarily due to timing of tax-related payments, including the impacts of H.R.1 - One Big Beautiful Bill Act, partially offset by other changes in non-tax operating assets and liabilities.
Cash used in investing activities was $7.3 million for the nine months ended September 30, 2025, compared to $701.5 million for the nine months ended September 30, 2024. The change was primarily associated with a $742.3 million decrease in investment purchases net of investment maturities. This was partially offset by increased capital expenditures of $48.2 million, primarily related to costs associated with new restaurant development.
Cash used in financing activities was $1.7 billion for the nine months ended September 30, 2025, compared to $735.0 million for the nine months ended September 30, 2024. The change was primarily due to increased repurchases of common stock of $1.0 billion.
Critical Accounting Estimates
Critical accounting estimates are those that we believe are both significant and that require us to make difficult, subjective or complex judgments, often because we need to estimate the effect of inherently uncertain matters. We base our estimates and judgments on historical experiences and various other factors that we believe to be appropriate under the circumstances. Actual results may differ from these estimates, and we might obtain different estimates if we used different assumptions or factors. We had no significant changes to our critical accounting estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Commodity Price Risks
We are exposed to commodity price risks. The prices of many of the ingredients we use to prepare our food, as well as our packaging materials, kitchen equipment, construction material and utilities to run our restaurants, are affected by the price of other commodities, exchange rates, trade tariffs, foreign demand, weather, seasonality, production, availability and other factors outside our control. We work closely with our suppliers and use a mix of forward pricing protocols under which we agree with our supplier on fixed prices for deliveries at some time in the future, fixed pricing protocols under which we agree on a fixed price with our supplier for the duration of that protocol, formula pricing protocols under which the prices we pay are based on a specified formula related to the prices of the goods, such as spot prices or based on changes in industry indices, and range forward protocols under which we agree on a price range for the duration of that protocol. Generally, our pricing protocols with suppliers can remain in effect for periods ranging from one to 24 months, depending on the outlook for prices of the particular ingredient. In some cases, we have minimum purchase obligations. We have tried to increase the number of suppliers and geographic locations for our ingredients, packaging, equipment, construction and utilities, which we believe can help mitigate pricing volatility and supply continuity risks, and we follow industry news, trade tariffs, exchange rates, foreign demand, weather, 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 guest resistance. We also could experience shortages of key ingredients for many unforeseen reasons, such as crop damage due to inclement weather, if our suppliers need to close or restrict operations, or due to industry-wide shipping and freight delays.
Changing Interest Rates
We are exposed to interest rate risk through fluctuations of interest rates on our investments. As of September 30, 2025, we had $1.8 billion in cash and cash equivalents, current and long-term investments, and restricted cash, of which the substantial majority are interest bearing. Changes in interest rates affect the interest income we earn, and therefore impact our cash flows and results of operations.
Foreign Currency Exchange Risk
A portion of our operations consist of activities outside of the U.S. and we have currency risk on the transactions in other currencies and translation adjustments resulting from the conversion of our international financial results into the U.S. dollar. However, a substantial majority of our operations and investment activities are transacted in the U.S., and therefore our foreign currency risk is not material at this date.
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ITEM 4. CONTROLS AND PROCEDURES
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 Officer, as appropriate, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As of September 30, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial 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 Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There were no changes during the fiscal quarter ended September 30, 2025 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.
PART II
ITEM 1. LEGAL PROCEEDINGS
For information regarding legal proceedings, refer to Note 11. "Commitments and Contingencies" in our condensed consolidated financial statements included in Item 1. “Financial Statements.”
ITEM 1A. RISK FACTORS
For a description of risk factors that could impact our business, including risks and uncertainties related to consumer sentiment and changes in discretionary spending; potential increases in the costs of ingredients and restaurant equipment, including due to tariffs, trade sanctions or taxes; competitor discounting; and macroeconomic and geopolitical conditions, see Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer
The table below reflects shares of common stock we repurchased during the third quarter of 2025.

Period |  | Total Number of Shares Purchased |  | Average Price Paid Per Share |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) |  | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2)
Purchased 7/1 through 7/31 |  | 2,591,908 |  | $ | 47.45 |  | 2,591,908 |  | $ | 715,777,142
Purchased 8/1 through 8/31 |  | 7,358,682 |  | 42.81 |  | 7,358,682 |  | $ | 400,779,756
Purchased 9/1 through 9/30 |  | 6,243,407 |  | 39.81 |  | 6,243,407 |  | $ | 652,253,799
Total |  | 16,193,997 |  | $ | 42.39 |  | 16,193,997 |  |

(1)Shares were repurchased pursuant to repurchase authorizations announced on December 17, 2024, April 23, 2025, and July 23, 2025.
(2)The September total includes $500 million in additional authorizations approved by our Board of Directors on September 3, 2025, and announced on September 15, 2025. There is no expiration date for this program. The authorization to repurchase shares will end when we have repurchased the maximum amount of shares authorized, or we have determined to discontinue such repurchases.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Adoption or Termination of 10b5-1 Trading Plans
During the quarter ended September 30, 2025, no Section 16 officer or director, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”) adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.
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ITEM 6. EXHIBITS
EXHIBIT INDEX

|  | Description of Exhibit Incorporated Herein by Reference
Exhibit Number | Exhibit Description | Form | File No. | Filing Date | Exhibit Number | Filed Herewith
10.1† | Director Compensation Program and Stock Ownership Guidelines (Revised August 27, 2025) | - | - | - | - | X
31.1 | Certification of Chief Executive Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | - | - | - | - | X
31.2 | Certificate of Chief Financial Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | - | - | - | - | X
32.1 | Certification of Chief Executive Officer and Chief Financial Officer of Chipotle Mexican Grill, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | - | - | - | - | X
101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | - | - | - | - | X
101.SCH | Inline XBRL Taxonomy Extension Schema Document | - | - | - | - | X
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | - | - | - | - | X
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | - | - | - | - | X
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | - | - | - | - | X
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | - | - | - | - | X
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | - | - | - | - | X
†- Management contracts and compensatory plans or arrangements required to be filed as exhibits.

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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 thereunto duly authorized.

CHIPOTLE MEXICAN GRILL, INC. |
By: | /s/ Matthew R. Bush |
Name: | Matthew Bush |
Title: | Vice President, Controller (principal accounting officer and duly authorized signatory for the registrant) |

Date: October 29, 2025
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