墨式烧烤 2025年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31, 2025orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File Number: 1-32731______________________ CHIPOTLE MEXICAN GRILL, INC. (Exact name of registrant as specified in its charter)______________________ 610 Newport Center Drive, Suite 1100 Newport Beach, CA(Address of Principal Executive Offices) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).YesNo. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act (check one): Accelerated filerNon-accelerated filerSmaller reporting company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 withaccounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo As of June 30, 2025, the aggregate market value of the registrant’s outstanding common equity held by non-affiliates was $64.0 billion, based onthe closing price of the registrant’s common stock on June 30, 2025, the last trading day of the registrant’s most recently completed second fiscalquarter. For purposes of this calculation, shares of common stock held by each executive officer and director and by holders of 5% or more of theoutstanding common stock have been excluded since those persons may under certain circumstances be deemed to be affiliates. This determination ofaffiliate status is not necessarily a conclusive determination for other purposes. As of January30, 2026, there were 1,302,423 shares of the registrant’s common stock, par value of $0.01 per share outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference from the registrant’s definitive proxy statement for the 2026 annual meeting ofshareholders, which will be filed no later than 120 days after the close of the registrant’s fiscal year ended December31, 2025. TABLE OF CONTENTS PART I Cautionary Note Regarding Forward-Looking Statements This report includes “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995.Forward-looking statements are statements that do not relate strictly to historical or current facts and often use words such as “may,”“will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “seek,” “predict,” “could,” “project,”“potential”, “goal” and other similar terms and phrases, and include references to assumptions. Forward-looking statements in thisreport include statements about our anticipated comparable restaurant sales in 2026; the number of new restaurants we expect toopen in 2026 and the number that will include a Chipotlane; the expected impact of tariffs on our food, beverage