UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September 3~~ 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 class	Trading Symbol(s)	Name of each exchange on which registered

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

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

Emerging growth company ☐

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

Item 72.0102 ~~Regulation~~Results FDof ~~Disclosure~~Operations and Financial Condition.

On ~~September 15~~October 29, 2025, ~~Chipotle~~we ~~Mexican~~issued ~~Grill,~~a ~~Inc.~~press ~~(“Chipotle”)~~release ~~announced~~announcing ~~that~~earnings ~~its~~and ~~Board~~other offinancial ~~Directors,~~results ~~on September 3, 2025, had authorized an additional $500 million~~ for ~~share~~our ~~repurchases.~~fiscal ~~This~~quarter isended ~~Chipotle’s~~September ~~regular~~30, ~~quarterly~~2025, ~~Board~~and ~~authorization~~ that ~~normally~~management would bereview ~~announced~~these inresults ~~its Quarterly Report on Form 10-Q for the third quarter of 2025. Chipotle is announcing the additional authorization early to be~~ in a ~~position~~conference tocall ~~opportunistically~~at ~~repurchase~~4:30 ~~shares~~pm ~~using~~Eastern ~~the~~time ~~additional~~on ~~authorization prior to filing the third quarter Form 10-Q. Including this additional authorization~~October 29, ~~as of September 15,~~ 2025 ~~a total of approximately $750 million remains authorized for share repurchases~~. ~~Chipotle has had a share repurchase program in place since 2008. There is no expiration date for this program and the repurchase authorization 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 29, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	Chipotle Mexican Grill, Inc.
September 15, 2025	By:	/s/ Matthew R. Bush
October 29, 2025	By:	/s/ Matthew R. Bush
		Vice President, Controller (principal accounting officer)
		Name: Matthew Bush
		Title: Vice President, Controller

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