cmg-20260112

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): January 12, 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 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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 12, 2026, Chipotle Mexican Grill, Inc. (“Chipotle”) announced that, after several years of dedicated service with the company, Messrs. Chris Brandt and Roger Theodoredis have transitioned out of their current positions as executive officers effective January 12, 2026.

To facilitate an orderly succession, Messrs. Brandt and Theodoredis have each agreed to provide transitional advisory services as non-executive employees for a limited period in order to assist with transition efforts and the successful onboarding of their successors. Each executive will be eligible to receive benefits under Chipotle’s Executive Officer Severance Plan at the end of the transitional advisory services period, subject to compliance with the conditions of the plan.

During the transitional advisory services period, Messrs. Brandt and Theodoredis will continue to receive their base salaries and remain eligible to participate in Chipotle’s employee benefit plans, but would not be eligible to receive any new equity award grants.


Item 7.01			Regulation FD Disclosure.

On January 12, 2026, Chipotle issued a press release announcing the actions described above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Exhibit Title or Description
99.1						Press release issued by Chipotle Mexican Grill, Inc. on January 12, 2026.
104						Cover Page Interactive Data File (the cover page XBRL tags are 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.


January 12, 2026	Chipotle Mexican Grill, Inc.

	By:	/s/ Adam Rymer
		Name: Adam Rymer
		Title: Chief Financial Officer

Chipotle Mexican Grill Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits