CHIPOTLE MEXICAN GRILL INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

CHIPOTLE MEXICAN GRILL, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

CHIPOTLE’S “RECIPE FOR GROWTH” – FIVE KEY STRATEGIES

DEAR SHAREHOLDERS,

This past year tested our resilience, sharpened our focus, and ultimately strengthened the framework of our business for the future. Supported by our proven business model, disciplined investments in operational excellence, and the foundation of a robust balance sheet, 2025 marked a year of meaningful progress for Chipotle. Amid an evolving consumer landscape, we opened a record number of restaurants worldwide and delivered revenue growth. With more than 130,000 team members, we also furthered our mission to Cultivate a Better World in communities around the globe and made advancements in the strategic areas that we believe matter most for our long-term success.

Our people are our greatest asset, and by consistently promoting from within, we cultivate strong leaders who understand our culture and propel our business forward. Last year, we had 23,000 internal promotions, including 100% of Regional Vice President roles, over 83% of Field Leader positions, and more than 85% of our General Managers. To further support our team members and streamline operations in our restaurants, we invested in back-of-house technology through our high-efficiency equipment package, which saves time and enhances culinary execution. The results in restaurants with the new equipment are compelling with higher taste-of-food and overall guest satisfaction scores, improved throughput and a meaningful increase in comparable sales. We also started testing catering with the new equipment and have been encouraged by the early results we have seen.

Our marketing and menu innovation efforts reinforced the strength of our brand and deepened our connection with guests. We launched culturally relevant campaigns that tapped into real-time moments, leveraged digital and social platforms to increase engagement, and amplified our Food with Integrity commitment in fresh, compelling ways. At the same time, we introduced menu innovations like Chipotle Honey Chicken and Carne Asada; new occasions with Build-Your-Own-Chipotle and the High Protein cup; and limited-time sauces like Adobo Ranch and Red Chimichurri that generated excitement, attracted new guests, and encouraged frequency among loyal fans — demonstrating our ability to pair bold marketing with culinary creativity to drive meaningful business impact.

We also accelerated our expansion in North America, opening a record 334 new company-owned restaurants, including 21 in Canada. In Europe, we drove positive comparable sales and improved unit economics, and in the Middle East, we opened 11 partner-operated restaurants with Alshaya Group, bringing the regional total to 14. Additionally, we signed an agreement with SPC Group to open restaurants in South Korea and Singapore and with Alsea to open Chipotle locations in Mexico beginning in 2026.

Through Chipotle Rewards, we further enhanced and personalized the guest experience, growing our active member base to over 21 million by delivering tailored journeys, relevant content, gamified badging, and engaging experiences — including our ‘Summer of Extras’ campaign and Freepotle — helping to fuel increased frequency among loyalty members. We also drove innovation through a partnership with Zipline, the world’s largest autonomous delivery system, and launched ‘Zipotle’ to deliver digital orders to guests’ locations in the greater Dallas area. Additionally, our Cultivate Next venture fund made strategic investments in likeminded companies, driving change in areas such as supply chain and plant-based innovations in an effort to advance our mission.

We made several leadership changes to position the brand for long-term success. Jason Kidd joined as Chief Operating Officer, bringing extensive large-scale, multi-unit retail experience. We also announced the retirement date of Jack Hartung, our long-standing Chief Financial Officer and former President and Chief Strategy Officer, and expanded Curt Garner’s role to President, Chief Strategy and Technology Officer, with oversight of supply chain. Adam Rymer, a long term Chipotle employee with more than 15 years of company experience, succeeded Jack Hartung as Chief Financial Officer. Additionally, we elected Josh Weinstein, Chief Executive Officer and Board member of Carnival Corporation & plc, to our Board of Directors.

Looking ahead, our next phase of growth will be driven by a new strategy, which we call our“Recipe for Growth,”and includes the following pillars:

By executing on these priorities, we expect to further strengthen our brand, position Chipotle for long-term sustainable growth, and deliver on our purpose to Cultivate a Better World. I have never been more confident in our brand or in our ability to win. Guided by our Recipe for Growth and our 2026 plan, we believe we are built to thrive in any environment — accelerating transactions, moving with greater speed and agility, and creating durable, long-term value for our people, our guests and you, our shareholders.

Sincerely,

Scott Boatwright

CEO, Chipotle Mexican Grill

NOTICE OF MEETING

The 2026 annual meeting of shareholders of Chipotle Mexican Grill, Inc. will be a virtual meeting conducted exclusively via live webcast atwww.virtualshareholdermeeting.com/CMG2026 on Thursday, June 11, 2026 at 8:00 a.m. (PDT).

Shareholders will consider and have an opportunity to vote on the following items:

Information about these matters is contained in the proxy statement that accompanies this notice.

Only shareholders of record at the close of business on April 15, 2026 are entitled to notice of and to vote at the annual meeting. To participate in the virtual annual meeting, you will need the 16-digit control number that appears on your Notice of Internet Availability of Proxy Materials, proxy card or the instructions that accompanied your proxy materials.

YOUR VOTE IS IMPORTANT. Please note that if you hold your shares through a broker, your broker cannot vote your shares on the election of directors or on the say on pay vote unless they have your specific instructions on how to vote. In order for your vote to be counted, please make sure that you submit your vote to your broker.

By order of the Board of Directors

Ilene Eskenazi

Chief Legal and Human Resources Officer

April 28, 2026

Information About the Annual Meeting

Matters to be Voted on at the Annual Meeting and Board Recommendations

2026 Proxy Statement | 1

Board Skills, Experience and Attributes

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Corporate Governance Highlights

Nine of the ten members on our Board of Directors are independent.

The Chairman of the Board is an independent director.

The average tenure of the directors is seven years, and the average age of the directors is 59.

All directors stand for election on an annual basis.

Directors are elected by a majority of votes cast in uncontested elections and any director who does not receive a majority of votes cast is required to submit his or her resignation for consideration by the Board.

Our Executive Compensation Recovery Policy is more comprehensive than the NYSE requirements and allows the Board to require forfeiture of an executive officer’s compensation if they engaged in egregious conduct substantially detrimental to the company.

Independent Board members meet in executive session at each quarterly Board meeting.

All executive officers and directors are prohibited from hedging/pledging shares of our common stock.

Our Bylaws contain proxy access provisions that enable qualifying shareholders to nominate directors for election to our Board.

We have robust stock ownership requirements for executive officers and directors, which are among the highest CEO and CFO ownership requirements of our peer group of companies, as described in “Compensation Discussion and Analysis.”

Our Bylaws permit holders of at least 25% of our outstanding common stock to call special meetings of shareholders.

We do not have a shareholder rights plan or “poison pill.”

We engage with major shareholders to seek their input on issues and to address their questions and concerns.

Our compensation program is designed to motivate our employees to build shareholder value and promote the interests of all our stakeholders. See the “Compensation Discussion and Analysis” section of this proxy statement for significant compensation policies and procedures.

Highlights of Our Business

2025 FINANCIAL HIGHLIGHTS AND SHAREHOLDER VALUE CREATION

Appendix A includes a reconciliation of restaurant level operating margin to the most directly comparable measure reported under U.S. generally accepted accounting principles.

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SUSTAINABILITY AND CORPORATE RESPONSIBILITY HIGHLIGHTS

In 2025, we reduced Scope 1 and 2 emissions by 17% compared to 2019, despite significant expansion of our restaurant portfolio. To help decouple emissions from growth, we focus on improving energy efficiency, lowering emissions intensity per restaurant, and expanding renewable energy solutions. In 2025, we installed our high-efficiency equipment package (HEEP) in more than 350 restaurants, including over 90 new locations. The package includes lower-carbon equipment, such as an electric dual-sided plancha and a higher-efficiency rice cooker, which increases capacity, reduces cook time and decreases fossil fuel reliance.

We are dedicated to supporting people in the communities we serve. Through our Round Up for Real Change program, restaurant guests are offered the opportunity to round up their bill to the next highest dollar amount in the Chipotle app and on chipotle.com. In 2025, approximately $2.9 million was raised through this feature for community organizations.

Food and Animals are at the core of our business, and we believe that how we grow our food is how we grow our future. We focus significant efforts on advancing our Food with Integrity principles, such as requiring responsibly raised meats, No Antibiotics Ever in our chicken, supplier transparency and traceability, high food safety requirements, and seeking organic and local ingredients. In 2025, Chipotle purchased over 50 million pounds of local ingredients, which is a 3.0 million pound increase over 2024.

We believe that our people and culture give us a competitive advantage in our business, and we strive to develop employees and provide continuing opportunities for them to grow their leadership skills. In 2025, we had approximately 23,000 internal promotions. Additionally, nearly 90% of our restaurant leadership roles were filled through internal promotions, including 100% of U.S. Regional Vice President roles, over 83% of Field Leader positions and more than 85% of General Managers. We provide a range of learning opportunities designed to build skills, foster leadership and maintain a strong talent pipeline, which enables us to consistently promote from within and develop the next generation of leaders.

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