Chipotle (NYSE: CMG) details executive officer exits and transitional advisory roles

Rhea-AI Filing Summary

Chipotle Mexican Grill, Inc. reported that executive officers Chris Brandt and Roger Theodoredis have transitioned out of their officer roles effective January 12, 2026. Both will remain with the company for a limited period as non-executive employees, providing transitional advisory services to support succession and onboarding of their successors. During this period, they will continue to receive base salaries and participate in employee benefit plans, but will not be eligible for new equity awards. After the advisory period, each may receive benefits under Chipotle’s Executive Officer Severance Plan, subject to meeting the plan’s conditions. A press release describing these actions was furnished as an exhibit.

Insights

Corporate governance and executive transitions analyst

Chipotle discloses planned transitions of two executive officers with structured handover.

Chipotle Mexican Grill outlines that executive officers Chris Brandt and Roger Theodoredis have exited their officer roles as of January 12, 2026. Instead of abrupt departures, they will remain as non-executive employees for a limited period to provide transitional advisory services and support the onboarding of successors.

The company states that during this transitional advisory period, each executive will continue to receive base salary and participate in employee benefit plans, but will not receive new equity award grants. After this period, they may be eligible for benefits under Chipotle’s Executive Officer Severance Plan, conditioned on compliance with that plan.

This structure indicates an emphasis on continuity and an orderly handover rather than immediate separation. The furnished press release dated January 12, 2026 is referenced as providing additional detail, and future disclosures in company filings may further clarify the long-term leadership implications.

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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

FAQ

What executive leadership changes did Chipotle (CMG) report on January 12, 2026?

Chipotle reported that executive officers Chris Brandt and Roger Theodoredis have transitioned out of their roles as executive officers effective January 12, 2026.

Will the departing Chipotle (CMG) executive officers remain with the company after stepping down?

Yes. Chipotle stated that Messrs. Brandt and Theodoredis agreed to serve for a limited period as non-executive employees, providing transitional advisory services to support succession and onboarding of their successors.

What compensation will Chris Brandt and Roger Theodoredis receive during their transition at Chipotle (CMG)?

During the transitional advisory period, they will each continue to receive their base salaries and remain eligible to participate in Chipotle’s employee benefit plans, but they will not be eligible for new equity award grants.

Are the departing Chipotle (CMG) executives eligible for severance benefits?

Chipotle disclosed that each executive will be eligible to receive benefits under the company’s Executive Officer Severance Plan at the end of the transitional advisory period, subject to complying with the plan’s conditions.

Did Chipotle (CMG) issue a press release about the executive transitions?

Yes. Chipotle issued a press release on January 12, 2026 describing these actions, which is included as Exhibit 99.1 and furnished under Item 7.01.

Are the Chipotle (CMG) executive transition disclosures considered filed or furnished?

The company stated that the information in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act.