CHIPOTLE MEXICAN GRILL INC 8-K Filing

From the Filing

0001058090-25-000101.txt : 20251208 0001058090-25-000101.hdr.sgml : 20251208 20251208091513 ACCESSION NUMBER: 0001058090-25-000101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20251204 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20251208 DATE AS OF CHANGE: 20251208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHIPOTLE MEXICAN GRILL INC CENTRAL INDEX KEY: 0001058090 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] ORGANIZATION NAME: 07 Trade & Services EIN: 841219301 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32731 FILM NUMBER: 251554802 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DR STREET 2: SUITE 1100 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-524-4000 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DR STREET 2: SUITE 1100 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 8-K 1 cmg-20251204.htm 8-K cmg-20251204 0001058090 FALSE 0001058090 2025-12-04 2025-12-04 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): 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