cmg-20251204
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): December 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 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 7.01 | Regulation FD Disclosure. | ||||
Chipotle Mexican Grill, Inc. (“Chipotle”) today announced that its Board of Directors, on December 4, 2025, had authorized an additional $1.8 billion for share repurchases. Historically, Chipotle’s Board has authorized additional share repurchase pools on a quarterly basis; however, beginning with this authorization, the Board intends to authorize share repurchase pools with a larger dollar amount to cover multiple quarters. Including this additional authorization, as of December 5, 2025 a total of approximately $1.85 billion remains authorized for share repurchases. Chipotle has repurchased approximately $2.3 billion of shares year to date through December 5, 2025. 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.
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. | ||||||||
| December 8, 2025 | By: | /s/ Matthew R. Bush | ||||||
| Matthew R. Bush | ||||||||
| Vice President, Controller (principal accounting officer) | ||||||||