Chipotle (NYSE: CMG) boosts buyback with new $500M authorization

Rhea-AI Filing Summary

Chipotle Mexican Grill disclosed that its Board of Directors authorized an additional $500 million for share repurchases on September 3, 2025. This is part of the company’s regular quarterly Board authorization, which is typically reported alongside its third-quarter results.

By announcing the new authorization on September 15, 2025, Chipotle aims to be able to opportunistically repurchase stock before it files its third-quarter report. Including this latest approval, approximately $750 million in total remains available for buybacks under a repurchase program that has been in place since 2008, with no expiration date and flexibility for the authorization to be modified, suspended, or discontinued.

Insights

Equity Capital Allocation Analyst

Chipotle expands its ongoing share repurchase capacity by $500 million.

Chipotle Mexican Grill states that its Board approved an additional $500 million share repurchase authorization on September 3, 2025. Including this increase, the company reports that about $750 million in aggregate remains available for buying back its stock.

The company notes that this authorization is part of its regular quarterly process and that it has maintained a share repurchase program since 2008. The disclosure emphasizes flexibility: there is no expiration date, and the authorization may be modified, suspended, or discontinued at any time, so the actual pace and scale of repurchases will depend on future Board decisions.

Chipotle also explains that it announced the new authorization earlier than usual to be able to repurchase shares before filing its third-quarter report for 2025. This creates the possibility of repurchase activity in that period, but the extent will only become clear in subsequent company disclosures.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Understanding 8-K Material Events →

0001058090FALSE00010580902025-09-032025-09-03

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): September 3, 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.

On September 15, 2025, Chipotle Mexican Grill, Inc. (“Chipotle”) announced that its Board of Directors, on September 3, 2025, had authorized an additional $500 million for share repurchases. This is Chipotle’s regular quarterly Board authorization that normally would be announced in its Quarterly Report on Form 10-Q for the third quarter of 2025. Chipotle is announcing the additional authorization early to be in a position to opportunistically repurchase shares using the additional authorization prior to filing the third quarter Form 10-Q. Including this additional authorization, as of September 15, 2025 a total of approximately $750 million remains authorized for share repurchases. 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 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.

			Chipotle Mexican Grill, Inc.
September 15, 2025			By:			/s/ Matthew R. Bush
						Vice President, Controller (principal accounting officer)

FAQ

What share repurchase action did Chipotle (CMG) announce?

Chipotle announced that its Board of Directors authorized an additional $500 million for share repurchases on September 3, 2025 as part of its regular quarterly authorization.

How much total buyback capacity does Chipotle (CMG) now have?

Including the new authorization, Chipotle reports that approximately $750 million remained authorized for share repurchases as of September 15, 2025.

Why did Chipotle (CMG) announce the new authorization earlier than usual?

Chipotle announced the additional authorization early to be positioned to opportunistically repurchase shares using the new capacity before filing its third-quarter 2025 report.

Does Chipotle’s share repurchase program have an expiration date?

No. Chipotle states there is no expiration date for its share repurchase program, and the authorization can be modified, suspended, or discontinued at any time.

How long has Chipotle (CMG) had a share repurchase program?

Chipotle notes that it has maintained a share repurchase program since 2008.

Can Chipotle change its current share repurchase authorization?

Yes. The company specifies that the repurchase authorization may be modified, suspended, or discontinued at any time.