AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Evidence
Our first Chipotle restaurant opened in Denver, Colorado in 1993.
Business: restaurant operating history · Filed 04/02/2026
In Chipotle-owned restaurants, we strive to serve only animal products that are raised in accordance with criteria we have established to improve sustainability and promote animal welfare, and without the use of non-therapeutic antibiotics or added growth hormones.
Business: sourcing standards · Filed 04/02/2026
The increase is attributable to a 1.2% increase in average check and a 1.0% increase in transactions.
MD&A: second-quarter average check and transactions · Filed 31/07/2026
Digital sales represented 38.3% of total food and beverage revenue for the three months ended June 30, 2026, an increase from 35.5% for the three months ended June 30, 2025.
MD&A: digital sales adoption · Filed 31/07/2026
These increases were partially offset by a 0.4% benefit from menu price increases.
MD&A: realized menu-pricing benefit to labor cost ratio · Filed 31/07/2026
The results in restaurants with the new equipment are compelling with higher taste-of-food and overall guest satisfaction scores, improved throughput and a meaningful increase in comparable sales.
Shareholder letter: management's equipment-performance claims · Filed 28/04/2026
Chipotlanes continue to perform well and are helping enhance guest access and convenience, as well as increase new restaurant sales, margins and returns.
Quarterly release: management's Chipotlane-performance claims · Filed 29/07/2026
Competition
The fast-casual, quick-service, and casual dining segments of the restaurant industry are highly competitive with respect to, among other things, taste, price, food quality and presentation, customer service, location, convenience, brand reputation, and cleanliness and ambience of each restaurant.
Business: competitive dimensions · Filed 04/02/2026
Many of our competitors also offer dine-in, carry-out, online, catering, and delivery services.
Business: competing service channels · Filed 04/02/2026
Among our main competitors are restaurant formats that claim to serve higher quality ingredients without artificial flavors, colors and preservatives, and that serve food quickly and at a reasonable price.
Business: competitors' ingredient-quality and value propositions · Filed 04/02/2026
Comparable restaurant sales decreased 1.7%.
Compensation discussion: 2025 comparable-sales decline · Filed 28/04/2026
We have recently experienced low-single-digit headwinds to our comparable restaurant sales trends that we believe are tied to that environment as customers respond to, among other things, recent U.S.
MD&A: recently experienced comparable-sales headwinds · Filed 31/07/2026
Labor Costs Three months ended June 30, Percentage Six months ended June 30, Percentage 2026 2025 change 2026 2025 change (dollars in millions) (dollars in millions) Labor costs $ 836.5 $ 756.3 10.6 % $ 1,641.9 $ 1,474.5 11.4 % As a percentage of total revenue 25.0 % 24.7 % 0.3 % 25.5 % 24.8 % 0.7 % Labor costs increased 0.3% as a percentage of total revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
MD&A: second-quarter and first-half labor cost ratios · Filed 31/07/2026
CHIPOTLE MEXICAN GRILL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Restaurant Level Operating Margin
(in thousands)
(unaudited)
Three months ended June 30,
2026
Percent of total revenue
2025
Percent of total revenue
Income from operations
$
525,595
15.7
%
$
559,057
18.2
%
Non-GAAP Adjustments
General and administrative expenses
190,471
5.7
172,151
5.6
Depreciation and amortization
98,327
2.9
90,945
3.0
Pre-opening costs
16,364
0.5
10,610
0.3
Impairment, closure costs, and asset disposals
13,808
0.4
5,467
0.2
Total non-GAAP Adjustments
318,970
9.5
279,173
9.1
Restaurant level operating margin
$
844,565
25.2
%
$
838,230
27.4
%
Quarterly release: operating and restaurant-level margin reconciliation · Filed 29/07/2026
The increase is attributable to an increase in transactions of 0.6%, partially offset by a 0.1% decrease in average check.
MD&A: first-quarter transactions and average check · Filed 30/04/2026
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.
Market risk: menu-pricing discretion and guest resistance · Filed 31/07/2026
Revenue Recognition We generally recognize revenue, net of discounts and incentives, when payment is tendered at the point of sale.
Accounting policies: point-of-sale revenue recognition · Filed 04/02/2026
In addition, the delivery business has been consolidating and may continue to consolidate, which may give third-party delivery companies more leverage in negotiating the terms and pricing of contracts, which in turn could negatively impact our profits from this channel.
Risk factors: potential delivery-platform bargaining leverage · Filed 08/02/2024
Our total capital expenditures for 2025 were $666.3 million.
Liquidity and capital resources: actual 2025 capital expenditures · Filed 04/02/2026
Cash provided by operating activities was $2.1 billion for the year ended December 31, 2025, compared to $2.1 billion for the year ended December 31, 2024.
Liquidity and capital resources: 2025 operating cash flow · Filed 04/02/2026
During the six months ended June 30, 2026 and 2025, we repurchased $1,331,572 and $989,580 of stock at an average price of $34.35 and $52.32, respectively.
Shareholders' equity: first-half 2026 repurchases · Filed 31/07/2026
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six months ended
June 30,
2026
2025
Operating activities
Net income
$
706,371
$
822,726
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
195,045
178,156
Deferred income tax provision
37,805
(9,890)
Impairment, closure costs, and asset disposals
22,981
11,056
Provision for credit losses
(335)
(1,247)
Stock-based compensation expense
54,518
75,150
Other
906
7,622
Changes in operating assets and liabilities:
Accounts receivable
54,640
39,946
Inventory
2,773
8,493
Prepaid expenses and other current assets
(1,809)
(3,606)
Operating lease assets
164,061
150,957
Other assets
3,354
(362)
Accounts payable
37,130
12,360
Accrued payroll and benefits
36,433
(24,689)
Accrued liabilities
45,300
2,126
Unearned revenue
(12,652)
(25,555)
Income tax payable/receivable
111,882
(13,433)
Operating lease liabilities
(127,943)
(113,450)
Other long-term liabilities
1,543
2,042
Net cash provided by operating activities
1,332,003
1,118,402
Investing activities
Purchases of leasehold improvements, property and equipment
(397,601)
(305,395)
Purchases of investments
(5,520)
(6,500)
Maturities of investments
349,766
319,962
Net cash (used in)/provided by investing activities
(53,355)
8,067
Financing activities
Repurchase of common stock
(1,354,905)
(997,055)
Tax withholding on stock-based compensation awards
(49,397)
(33,319)
Other financing activities
2,798
1,540
Net cash used in financing activities
(1,401,504)
(1,028,834)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Cash-flow statement: first-half operating cash, investment and financing outlays · Filed 29/07/2026
The increase was primarily due to timing of tax-related payments, and to a lesser extent other changes in non-tax operating assets and liabilities.
Liquidity and capital resources: tax timing contribution to cash-flow growth · Filed 31/07/2026
As of June 30, 2026, we had $810.5 million in cash and cash equivalents, current and long-term investments, and restricted cash, of which the majority are interest bearing.
Market risk: June 2026 cash and investments · Filed 31/07/2026
As of December 31, 2025, we had $1.3 billion in cash and cash equivalents, current and long-term investments, and restricted cash, of which the substantial majority are interest bearing.
Market risk: December 2025 cash and investments · Filed 04/02/2026
Key features: Our LTI mix for 2025 was 60% PSUs with a three-year performance period, 20% seven-year term stock only stock appreciation rights (“SOSARs”) that vest in two equal installments on the 2nd and 3rd anniversaries of the grant date, and 20% in either SOSARs or restricted stock units (“RSUs”), at the executive’s election, that vest in two equal installments on the 2nd and 3rd anniversaries of the grant date.
Compensation discussion: actual 2025 long-term incentive structure · Filed 28/04/2026
2025 PSU Awards For the 2025 PSU awards, the Compensation, People and Culture Committee maintained the two metrics used in the 2024 PSU awards: (i) 3-year cumulative base RCF Dollars, weighted 90%, and (ii) total number of new restaurant openings (“NROs”), weighted 10%, both measured over the 3-year performance period of January 1, 2025 – December 31, 2027.
Compensation discussion: 2025 PSU metrics and performance period · Filed 28/04/2026
As shown in the chart below, in 2025 Chipotle’s performance was below threshold for CRS and RCF Margin %, and above target for SARs, which resulted in an overall CPF of 40%.
Compensation discussion: below-threshold outcomes and reduced performance factor · Filed 28/04/2026
As of December 31, 2025, all of our NEOs who were employed by us at year end satisfied or exceeded these requirements.
Compensation discussion: year-end executive ownership compliance · Filed 28/04/2026
No hedging, pledging or short sales of Chipotle common stock and no holding Chipotle common stock in margin accounts by executive officers or directors.
Compensation policies: hedging, pledging and margin-account restrictions · Filed 28/04/2026
Chipotle’s Executive Compensation Recovery Policy requires the Board to pursue reimbursement of incentive-based compensation paid or awarded to an executive officer if the payment or award was based on the achievement of certain financial results that subsequently were the subject of a restatement, and a lower payment or award would have been made to the executive officer based upon the restated financial results.
Compensation discussion: mandatory restatement-related recovery policy · Filed 28/04/2026
In 2025, we opened 334 new company-owned restaurants, with 257 locations including a Chipotlane, and 11 international partner-operated restaurants, which brings our total international partner-operated restaurants to 14.
Business achievements: actual 2025 restaurant openings · Filed 28/04/2026
During the second quarter we opened 100 company-owned restaurants, of which 80 included a Chipotlane, and one international partner-operated restaurant.
Quarterly release: actual second-quarter 2026 openings · Filed 29/07/2026
Board Leadership Structure Our current Board leadership structure consists of an independent Chairman of the Board, a position held by Scott Maw; Board committees led by independent directors; executive sessions of the directors at each regular Board meeting; and active oversight by all directors.
Corporate governance: independent chairman and committee leadership · Filed 28/04/2026
All directors stand for election on an annual basis.
Governance summary: annual director elections · Filed 28/04/2026
Directors are elected by a majority of votes cast in uncontested elections and any director who does not receive a majority of votes cast is required to submit his or her resignation for consideration by the Board.
Governance summary: majority voting and resignation requirement · Filed 28/04/2026
Accordingly, our Board has adopted written policies and procedures requiring the Audit & Risk Committee to approve in advance, with limited exceptions, any transactions in which any person or entity in the categories named above has any material interest, whether direct or indirect, unless the value of all such transactions in which a related person has an interest during a year total less than $120,000.
Corporate governance: related-person transaction approval procedures · Filed 28/04/2026
In addition, all unvested LTI held by the named executive officer at the time of termination would vest in full, with PSUs vesting at the greater of (a) target or (b) actual performance, as determined based on the company’s performance through the date of the change in control.
Compensation arrangements: change-in-control PSU vesting terms · Filed 28/04/2026
The 2025 annual PSU awards will only pay out to the extent the two performance metrics (three-year cumulative base restaurant cash flow (“RCF”) dollars and total number of new restaurant openings (“NROs”)) equal or exceed the predetermined threshold performance levels over the 2025 through 2027 performance period.
Compensation tables: 2025 PSU threshold conditions · Filed 28/04/2026
Operating margin was 16.2%, a decrease from 16.9% in 2024.
Compensation discussion: 2025 operating-margin decline · Filed 28/04/2026
