Chipotle Mexican Grill (CMG) Risk Factor Changes

Adverse weather conditions have impacted and may again impact guest traffic at our restaurants and, in more severe cases such as hurricanes, tornadoes, wildfires or other natural disasters, cause temporary restaurant…

We are subject to evolving disclosure obligations promulgated by governmental and regulatory organizations relating to sustainability factors that impact our business.

We are subject to evolving public disclosure obligations, including with respect to sustainability matters, which could expose us to numerous risks and could adversely affect our reputation and results of operations.

Our global growth strategy includes expanding our existing restaurant footprint and introducing Chipotle in new international jurisdictions in which we currently do not operate.

As of December 31, 2025, we owned over 4,000 Chipotle restaurants and we plan to open a significant number of new restaurants in the next several years, working towards our long-term goal of 7,000 restaurants in the U.S.

•privacy and data security (including regulations governing the protection of personal information, advertising and marketing, access by children, biometrics, surveillance, artificial intelligence, health-related info…

We have been and will continue to be subject to litigation and other legal proceedings that may adversely affect our business, including claims brought by employees, guests, government agencies, suppliers, distributor…

If our supply chain capacity does not expand to support our new restaurant growth, our long-term growth goals could be impaired or delayed.

Our business is dependent on frequent and consistent deliveries of ingredients that comply with our Food with Integrity specifications, such as dairy (for cheese, sour cream and queso), and beef, pork and chicken that…

If we fail or are perceived to have failed to comply with applicable privacy, consumer protection, and data protection laws, or to properly respond to or honor individual requests under such laws, we may face enforcem…

In addition, individuals performing work for us and our third-party business partners may access some of this data, including on personally owned digital devices.

As our dependence on technology has grown, the scope and severity of potential risks from cyber-attacks and security threats have increased.

Breaches or other unauthorized access, theft, modification or destruction of guest and/or employee personal information, or Chipotle confidential or proprietary information that is stored in our information technology…

We are heavily dependent on information technology systems and failures or interruptions in our IT systems could harm our ability to effectively operate our business and/or result in the loss of guests or employees.

Our profitability has been and could continue to be adversely impacted by increases in labor costs, including wages and health benefits, which are some of our most significant costs.

In addition, some jurisdictions in which we operate have implemented fair workweek or “secure scheduling” legislation, which impose complex requirements related to scheduling for certain restaurant employees; sick pay…

Over 16% of our 2025 food and beverage revenue consisted of delivery orders for which we are reliant on third-party delivery companies.

We continue to believe our commitment to higher-quality and responsibly sourced ingredients resonates with guests and gives us a competitive advantage; however, many of our competitors also make claims related to the…

The restaurant industry is highly competitive on factors such as taste, price, food quality and selection, customer service, brand reputation, digital engagement, advertising and promotional initiatives, and the locat…

Failure to maintain the value and reputation of the Chipotle brand could negatively impact our financial results.

We may have higher risk for food safety incidents than some of our competitors because we use fresh, unprocessed produce, handle raw chicken in our restaurants, rely on employees cooking with traditional methods and d…

Food safety is our top priority, and we dedicate significant resources to ensuring that our food products are safe; however, even strong preventative controls and interventions from farm to restaurant cannot completel…

As a result of any of these factors, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year.

•variations in general economic conditions, including the impact of rising inflation and the impact of rising interest rates on consumer demand trends.

Our quarterly financial results may fluctuate significantly, including due to factors that are not in our control.

Restaurant dining generally is dependent upon consumer discretionary spending, which may be affected by general economic conditions that are beyond our control.

Economic and business factors that are largely beyond our control may adversely affect consumer behavior and our financial results.

In addition, statements about our sustainability-related initiatives and goals, and progress toward those goals, may be based on standards for measuring progress that are still developing, internal controls and proces…

We believe the market price of our common stock generally has traded at a higher price-earnings ratio than stocks of most of our peer companies as well as the overall market, which typically has reflected market expec…

The market price of our common stock may be more volatile than the market price of our peers.

For example, Europe’s General Data Protection Regulation (“GDPR”) and the U.K.

Media or other reports of existing or perceived security vulnerabilities in our systems or those of our third-party business partners or service providers can also adversely impact our brand and reputation and negativ…

We have launched several initiatives to make our food preparation and cooking processes more efficient and drive a better experience for our employees and consumers, most of which are still moving through our “stage g…

Our investments in technology and automation to transform and enhance the experience of our employees and guests may not generate the expected results.

For these reasons, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year.

•macroeconomic conditions described above.

We have in the past failed, and may in the future fail, to meet our forecasted guidance or market expectations, which has adversely affected, and could in the future adversely affect, the market price of our stock.

Failure to meet market expectations for our financial performance or any announced guidance will likely adversely affect the market price and increase the volatility of our stock, and fluctuations in the stock market…

These factors also could cause us to, among other things, reduce the number and frequency of new restaurant openings, close restaurants or delay remodeling of our existing restaurant locations.

•Tariffs imposed on commodities or goods, including recent tariffs imposed or threatened to be imposed by the U.S.

•Terminations of or changes in existing trade agreements among the countries in which we purchase ingredients; and

•Government shutdowns and election-related impacts globally, including regime change and political and civil unrest;

•Natural or man-made disasters disrupting major markets;

•Inflation and interest rate fluctuations;

•Changes in tax laws and government regulations, such as the One Big Beautiful Bill Act, enacted in the U.S.

•Climate change and extreme weather affecting costs and availability of ingredients;

•Rising real estate costs in certain markets;

Our operating results have been, and will continue to be, subject to a number of other macroeconomic and other factors, many of which are largely outside our control.

Restaurant dining generally is dependent upon consumer discretionary spending, which may be affected by macroeconomic conditions that are beyond our control.

Our financial condition and results of operations have been, and may continue to be, adversely affected by a number of macroeconomic and other factors, many of which are largely outside our control.

Risks Related to Macroeconomic Conditions

We continue to invest in and utilize emerging technologies that have potential to make business tasks easier, more efficient and less labor intensive, including artificial intelligence and machine learning.