CMG

cmg-202602030001058090FALSE00010580902026-02-032026-02-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2026

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-32731 (Commission File Number) 84-1219301 (I.R.S. Employer Identification No.)

610 Newport Center Drive, Suite 1100 Newport Beach, CA 92660 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

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

Common stock, par value $0.01 per shareCMGNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition. On February 3, 2026, we issued a press release announcing earnings and other financial results for our fourth quarter and fiscal year ended December 31, 2025, and that management would review these results in a conference call at 4:30 pm Eastern time on February 3, 2026.

Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit NumberExhibit Description 99.1Chipotle Mexican Grill, Inc. Press Release, dated February 3, 2026

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

SIGNATURES

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

Chipotle Mexican Grill, Inc.

February 3, 2026 By:/s/ Matthew R. Bush

Name: Matthew Bush

Title: Vice President, Controller

cmg-202510290001058090FALSE00010580902025-10-292025-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2025

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-32731 (Commission File Number) 84-1219301 (I.R.S. Employer Identification No.)

610 Newport Center Drive, Suite 1100 Newport Beach, CA 92660 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

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

Common stock, par value $0.01 per shareCMGNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition. On October 29, 2025, we issued a press release announcing earnings and other financial results for our fiscal quarter ended September 30, 2025, and that management would review these results in a conference call at 4:30 pm Eastern time on October 29, 2025.

Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit NumberExhibit Description 99.1Chipotle Mexican Grill, Inc. Press Release, dated October 29, 2025

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

SIGNATURES

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

Chipotle Mexican Grill, Inc.

October 29, 2025 By:/s/ Matthew R. Bush

Name: Matthew Bush

Title: Vice President, Controller

cmg-202507230001058090FALSE00010580902025-07-232025-07-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-32731 (Commission File Number) 84-1219301 (I.R.S. Employer Identification No.)

610 Newport Center Drive, Suite 1100 Newport Beach, CA 92660 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

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

Common stock, par value $0.01 per shareCMGNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition. On July 23, 2025, we issued a press release announcing earnings and other financial results for our fiscal quarter ended June 30, 2025, and that management would review these results in a conference call at 4:30 pm Eastern time on July 23, 2025.

Item 8.01 Other Events. On July 23, 2025, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $400 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time.

Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit NumberExhibit Description 99.1Chipotle Mexican Grill, Inc. Press Release, dated July 23, 2025

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

SIGNATURES

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

Chipotle Mexican Grill, Inc.

July 23, 2025 By:/s/ Jamie McConnell

Name: Jamie McConnell

Title: Chief Accounting and Administrative Officer

cmg-202504230001058090FALSE00010580902025-04-232025-04-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2025

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-32731 (Commission File Number) 84-1219301 (I.R.S. Employer Identification No.)

610 Newport Center Drive, Suite 1100 Newport Beach, CA 92660 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

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

Common stock, par value $0.01 per shareCMGNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition. On April 23, 2025, we issued a press release announcing earnings and other financial results for our fiscal quarter ended March 31, 2025, and that management would review these results in a conference call at 4:30 pm Eastern time on April 23, 2025.

Item 8.01 Other Events. On April 23, 2025, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $400 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time.

Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit NumberExhibit Description 99.1Chipotle Mexican Grill, Inc. Press Release, dated April 23, 2025

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

SIGNATURES

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

Chipotle Mexican Grill, Inc.

April 23, 2025 By:/s/ Jamie McConnell

Name: Jamie McConnell

Title: Chief Accounting and Administrative Officer

cmg-202502040001058090FALSE00010580902025-02-042025-02-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2025

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-32731 (Commission File Number) 84-1219301 (I.R.S. Employer Identification No.)

610 Newport Center Drive, Suite 1100 Newport Beach, CA 92660 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

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

Common stock, par value $0.01 per shareCMGNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition. On February 4, 2025, we issued a press release announcing earnings and other financial results for our fourth quarter and fiscal year ended December 31, 2024, and that management would review these results in a conference call at 4:30 pm Eastern time on February 4, 2025.

Item 8.01 Other Events. On February 4, 2025, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $300 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time.

Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit NumberExhibit Description 99.1Chipotle Mexican Grill, Inc. Press Release, dated February 04, 2025

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

SIGNATURES

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

Chipotle Mexican Grill, Inc.

February 4, 2025 By:/s/ Jamie McConnell

Name: Jamie McConnell

Title: Chief Accounting and Administrative Officer

cmg-202410290001058090FALSE00010580902024-10-292024-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-32731 (Commission File Number) 84-1219301 (I.R.S. Employer Identification No.)

610 Newport Center Drive, Suite 1100 Newport Beach, CA 92660 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

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

Common stock, par value $0.01 per shareCMGNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition. On October 29, 2024, we issued a press release announcing earnings and other financial results for our fiscal quarter ended September 30, 2024, and that management would review these results in a conference call at 4:30 pm Eastern time on October 29, 2024.

Item 8.01 Other Events. On October 29, 2024, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $900 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time.

Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit NumberExhibit Description 99.1Chipotle Mexican Grill, Inc. Press Release, dated October 29, 2024

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

SIGNATURES

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

Chipotle Mexican Grill, Inc.

October 29, 2024 By:/s/ Jamie McConnell

Name: Jamie McConnell

Title: Chief Accounting and Administrative Officer

cmg-202407240001058090FALSE00010580902024-07-242024-07-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2024

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-32731 (Commission File Number) 84-1219301 (I.R.S. Employer Identification No.)

610 Newport Center Drive, Suite 1100 Newport Beach, CA 92660 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

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

Common stock, par value $0.01 per shareCMGNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition. On July 24, 2024, we issued a press release announcing earnings and other financial results for our fiscal quarter ended June 30, 2024, and that management would review these results in a conference call at 4:30 pm Eastern time on July 24, 2024.

Item 8.01 Other Events. On July 24, 2024, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $400 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time.

Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit NumberExhibit Description 99.1Chipotle Mexican Grill, Inc. Press Release, dated July 24, 2024

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

SIGNATURE

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

Chipotle Mexican Grill, Inc.

July 24, 2024 By:/s/ John R. Hartung Name: John R. Hartung Title: Chief Financial and Administrative Officer

cmg-202404240001058090FALSE00010580902024-04-242024-04-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-32731 (Commission File Number) 84-1219301 (I.R.S. Employer Identification No.)

610 Newport Center Drive, Suite 1100 Newport Beach, CA 92660 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

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

Common stock, par value $0.01 per shareCMGNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition. On April 24, 2024, we issued a press release announcing earnings and other financial results for our fiscal quarter ended March 31, 2024, and that management would review these results in a conference call at 4:30 pm Eastern time on April 24, 2024.

Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit NumberExhibit Description 99.1Chipotle Mexican Grill, Inc. Press Release, dated April 24, 2024

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

SIGNATURE

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

Chipotle Mexican Grill, Inc.

April 24, 2024 By:/s/ John R. Hartung Name: John R. Hartung Title: Chief Financial and Administrative Officer

cmg-20240206x8k

false000105809000010580902024-02-062024-02-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

‎Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 06, 2024

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware ‎(State or other ‎jurisdiction of ‎incorporation)

1-32731 ‎(Commission File Number)

84-1219301 ‎(I.R.S. Employer ‎Identification No.)

610 Newport Center Drive, Suite 1100 ‎Newport Beach, CA 92660 ‎(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable ‎(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

‎

Item 2.02 Results of Operations and Financial Condition. On February 06, 2024, we issued a press release announcing earnings and other financial results for our fourth quarter and fiscal year ended December 31, 2023, and that management would review these results in a conference call at 4:30 pm Eastern time on February 06, 2024. Item 8.01 Other Events. On February 06, 2024, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $200 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time. Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit Number

Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated February 06, 2024

104

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

‎

SIGNATURE

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

Chipotle Mexican Grill, Inc.

February 06, 2024 By: /s/ John R. Hartung

Name: John R. Hartung

Title: Chief Financial and Administrative Officer

cmg-20231026x8k

false000105809000010580902023-10-262023-10-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

‎Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware ‎(State or other ‎jurisdiction of ‎incorporation)

1-32731 ‎(Commission File Number)

84-1219301 ‎(I.R.S. Employer ‎Identification No.)

610 Newport Center Drive, Suite 1100 ‎Newport Beach, CA 92660 ‎(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable ‎(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

‎

Item 2.02 Results of Operations and Financial Condition. On October 26, 2023, we issued a press release announcing earnings and other financial results for our fiscal quarter ended September 30, 2023, and that management would review these results in a conference call at 4:30 pm Eastern time on October 26, 2023. Item 8.01 Other Events. On October 26, 2023, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $300 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time. Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit Number

Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated October 26, 2023

104

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

‎

SIGNATURE

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

Chipotle Mexican Grill, Inc.

October 26, 2023 By: /s/ John R. Hartung

Name: John R. Hartung

Title: Chief Financial and Administrative Officer

cmg-20230726x8k

false000105809000010580902023-07-262023-07-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

‎Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware ‎(State or other ‎jurisdiction of ‎incorporation)

1-32731 ‎(Commission File Number)

84-1219301 ‎(I.R.S. Employer ‎Identification No.)

610 Newport Center Drive, Suite 1100 ‎Newport Beach, CA 92660 ‎(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable ‎(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

‎

Item 2.02 Results of Operations and Financial Condition. On July 26, 2023, we issued a press release announcing earnings and other financial results for our fiscal quarter ended June 30, 2023, and that management would review these results in a conference call at 4:30 pm Eastern time on July 26, 2023. Item 8.01 Other Events. On July 26, 2023, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $100 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time. Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit Number

Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated July 26, 2023

104

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

‎

SIGNATURE

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

Chipotle Mexican Grill, Inc.

July 26, 2023 By: /s/ John R. Hartung

Name: John R. Hartung

Title: Chief Financial and Administrative Officer

cmg-20230425x8k

false000105809000010580902023-04-252023-04-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

‎Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware ‎(State or other ‎jurisdiction of ‎incorporation)

1-32731 ‎(Commission File Number)

84-1219301 ‎(I.R.S. Employer ‎Identification No.)

610 Newport Center Drive, Suite 1100 ‎Newport Beach, CA 92660 ‎(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable ‎(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

‎

Item 2.02 Results of Operations and Financial Condition. On April 25, 2023, we issued a press release announcing earnings and other financial results for our fiscal quarter ended March 31, 2023, and that management would review these results in a conference call at 4:30 pm Eastern time on April 25, 2023. Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit Number

Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated April 25, 2023

104

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

‎

SIGNATURE

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

Chipotle Mexican Grill, Inc.

April 25, 2023 By: /s/ John R. Hartung

Name: John R. Hartung

Title: Chief Financial and Administrative Officer

cmg-20230207x8k

false000105809000010580902023-02-072023-02-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

‎Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 07, 2023

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware ‎(State or other ‎jurisdiction of ‎incorporation)

1-32731 ‎(Commission File Number)

84-1219301 ‎(I.R.S. Employer ‎Identification No.)

610 Newport Center Drive, Suite 1100 ‎Newport Beach, CA 92660 ‎(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable ‎(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

‎

Item 2.02 Results of Operations and Financial Condition. On February 07, 2023, Chipotle Mexican Grill, Inc. issued a press release announcing earnings and other financial results for our fourth quarter and fiscal year ended December 31, 2022, and announcing that management would review these results in a conference call at 4:30 pm Eastern time on February 07, 2023. A copy of the press release is being filed as Exhibit 99.1 to this Form 8-K. Item 8.01 Other Events. On February 07, 2023, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $200 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time. Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit Number

Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated February 07, 2023

104

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

‎

SIGNATURE

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

Chipotle Mexican Grill, Inc.

February 07, 2023 By: /s/ John R. Hartung

Name: John R. Hartung

Title: Chief Financial and Adiminstrative Officer

cmg-20221025x8k

false000105809000010580902022-10-252022-10-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

‎Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware ‎(State or other ‎jurisdiction of ‎incorporation)

1-32731 ‎(Commission File Number)

84-1219301 ‎(I.R.S. Employer ‎Identification No.)

610 Newport Center Drive, Suite 1100 ‎Newport Beach, CA 92660 ‎(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable ‎(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

‎

Item 2.02 Results of Operations and Financial Condition. On October 25, 2022, we issued a press release announcing earnings and other financial results for our fiscal quarter ended September 30, 2022, and that management would review these results in a conference call at 4:30 pm Eastern time on October 25, 2022. Item 8.01 Other Events. On October 25, 2022, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $200 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time. Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit Number

Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated October 25, 2022

104

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

‎

SIGNATURE

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

Chipotle Mexican Grill, Inc.

October 25, 2022 By: /s/ John R. Hartung

Name: John R. Hartung

Title: Chief Financial Officer

cmg-20220726x8k

false000105809000010580902022-07-262022-07-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

‎Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2022

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware ‎(State or other ‎jurisdiction of ‎incorporation)

1-32731 ‎(Commission File Number)

84-1219301 ‎(I.R.S. Employer ‎Identification No.)

610 Newport Center Drive, Suite 1100 ‎Newport Beach, CA 92660 ‎(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable ‎(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

‎

Item 2.02 Results of Operations and Financial Condition. On July 26, 2022, we issued a press release announcing earnings and other financial results for our fiscal quarter ended June 30, 2022, and that management would review these results in a conference call at 4:30 pm Eastern time on July 26, 2022. Item 8.01 Other Events. On July 26, 2022, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $300 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time. Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit Number

Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated July 26, 2022

104

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

‎

SIGNATURE

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

Chipotle Mexican Grill, Inc.

July 26, 2022 By: /s/ John R. Hartung

Name: John R. Hartung

Title: Chief Financial Officer

cmg-20220426x8k

false000105809000010580902022-04-262022-04-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

‎Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2022

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware ‎(State or other ‎jurisdiction of ‎incorporation)

1-32731 ‎(Commission File Number)

84-1219301 ‎(I.R.S. Employer ‎Identification No.)

610 Newport Center Drive, Suite 1400 ‎Newport Beach, CA 92660 ‎(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable ‎(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

‎

Item 2.02 Results of Operations and Financial Condition. On April 26, 2022, we issued a press release announcing earnings and other financial results for our fiscal quarter ended March 31, 2022, and that management would review these results in a conference call at 4:30 pm Eastern time on April 26, 2022. Item 8.01 Other Events. On April 26, 2022, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $300 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time. Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit Number

Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated April 26, 2022

104

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

‎

SIGNATURE

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

Chipotle Mexican Grill, Inc.

April 26, 2022 By: /s/ John R. Hartung

Name: John R. Hartung

Title: Chief Financial Officer

cmg-20220208x8k

false000105809000010580902022-02-082022-02-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

‎Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 08, 2022

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware ‎(State or other ‎jurisdiction of ‎incorporation)

1-32731 ‎(Commission File Number)

84-1219301 ‎(I.R.S. Employer ‎Identification No.)

610 Newport Center Drive, Suite 1400 ‎Newport Beach, CA 92660 ‎(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable ‎(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

‎

Item 2.02 Results of Operations and Financial Condition. On February 08, 2022, Chipotle Mexican Grill, Inc. issued a press release announcing earnings and other financial results for our fourth quarter and fiscal year ended December 31, 2021 and announcing that management would review these results in a conference call at 4:30 pm Eastern time on February 08, 2022. A copy of the press release is being filed as Exhibit 99.1 to this Form 8-K. Item 8.01 Other Events. On February 08, 2022, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $200 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time. Item 9.01 Financial Statements and Exhibits. Exhibit Index

Exhibit Number

Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated February 08, 2022

104

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

‎

SIGNATURE

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

Chipotle Mexican Grill, Inc.

February 08, 2022 By: /s/ John R. Hartung

Name: John R. Hartung

Title: Chief Financial Officer

cmg-20211021x8k

false000105809000010580902021-10-212021-10-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

‎Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2021

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware ‎(State or other ‎jurisdiction of ‎incorporation)

1-32731 ‎(Commission File Number)

84-1219301 ‎(I.R.S. Employer ‎Identification No.)

610 Newport Center Drive, Suite 1400 ‎Newport Beach, CA 92660 ‎(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable ‎(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

‎

Item 2.02 Results of Operations and Financial Condition. On October 21, 2021, we issued a press release announcing earnings and other financial results for our fiscal quarter ended September 30, 2021, and that management would review these results in a conference call at 4:30 pm Eastern time on October 21, 2021. Item 8.01 Other Events. On October 21, 2021, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $100 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time. Item 9.01 Financial Statements and Exhibits. Exhibit Index Exhibit Number

Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated October 21, 2021

104

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

‎

SIGNATURE

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

Chipotle Mexican Grill, Inc.

October 21, 2021 By: /s/ John R. Hartung

Name: John R. Hartung

Title: Chief Financial Officer

cmg-20210720x8k

false000105809000010580902021-07-202021-07-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

‎Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2021

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware ‎(State or other ‎jurisdiction of ‎incorporation)

1-32731 ‎(Commission File Number)

84-1219301 ‎(I.R.S. Employer ‎Identification No.)

610 Newport Center Drive, Suite 1400 ‎Newport Beach, CA 92660 ‎(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable ‎(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

‎

Item 2.02 Results of Operations and Financial Condition. On July 20, 2021, we issued a press release announcing earnings and other financial results for our fiscal quarter ended June 30, 2021, and that management would review these results in a conference call at 4:30 pm Eastern time on July 20, 2021. Item 8.01 Other Events. On July 20, 2021, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $200 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations totaling $2.9 billion. The Board’s authorization of the repurchase program may be modified, suspended, or discontinued at any time. Item 9.01 Financial Statements and Exhibits. Exhibit Index Exhibit Number

Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated July 20, 2021

104

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

‎

SIGNATURE

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

Chipotle Mexican Grill, Inc.

July 20, 2021 By: /s/ John R. Hartung

Name: John R. Hartung

Title: Chief Financial Officer

cmg-20210421x8k

false000105809000010580902021-04-212021-04-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

‎Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2021

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware ‎(State or other ‎jurisdiction of ‎incorporation)

1-32731 ‎(Commission File Number)

84-1219301 ‎(I.R.S. Employer ‎Identification No.)

610 Newport Center Drive, Suite 1300 ‎Newport Beach, CA 92660 ‎(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (949) 524-4000 Not Applicable ‎(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

‎

Item 2.02 Results of Operations and Financial Condition. On April 21, 2021, we issued a press release announcing earnings and other financial results for our fiscal quarter ended March 31, 2021, and that management would review these results in a conference call at 4:30 pm Eastern time on April 21, 2021. Item 8.01 Other Events. On April 21, 2021, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $100 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations totaling $2.8 billion. The Board’s authorization of the repurchase program may be modified, suspended, or discontinued at any time. Item 9.01 Financial Statements and Exhibits. Exhibit Index Exhibit Number

Exhibit Description

99.1

Chipotle Mexican Grill, Inc. Press Release, dated April 21, 2021

104

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

‎

SIGNATURE

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

Chipotle Mexican Grill, Inc.

April 21, 2021 By: /s/ John R. Hartung

Name: John R. Hartung

Title: Chief Financial Officer