Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Legal Proceedings 268 words changed in this paragraph; it is 32% similar to last year's version.
On November 11, 2024, As reported in previous SEC filings, Chipotle and several of its executive officers are defendants in Michael Stradford filed v. Chipotle et. al., a complaint purported shareholder class action in the U.S. District Court for the Central District of California on behalf of a purported class of purchasers of shares of California, alleging that statements and omissions by Chipotle common stock between February 8, 2024 and October 29, 2024. The complaint purports to state claims against Chipotle, former Chief Executive Officer Brian Niccol, and President and Chief Strategy Officer Jack Hartung, who served during the majority of the claimed class period as Chief Financial and Administrative Officer. The complaint asserts claims arising under Sections 10(b) and 20(a) of the Exchange Act and related rules and regulations, based on Chipotle’s alleged failure during the claimed class period to disclose that (1) Chipotle’s entrée regarding portion sizes were inconsistent and allegedly left many guests dissatisfied; (2) in order to address the issue and retain guest loyalty, Chipotle would have to ensure more generous portion sizes, which would increase costs; and (3) as a result, the defendants’ statements about Chipotle's business, operations, and prospects were materially false and misleading. The complaint asserts that as a result, misleading, resulting in the market price of Chipotle’s stock was being artificially inflated during the claimed class period. period, as well as allegations regarding purportedly improper insider trading by the individual defendants in the case. The complaint case seeks damages on behalf of the purported class in an unspecified amount, interest, an award of reasonable costs and attorneys’ fees, and other relief as determined to be appropriate by the court. On December 18, 2025, the court issued an order granting Chipotle’s motion to dismiss the first amended complaint, with leave to amend, and on January 20, 2026, plaintiffs filed a second amended complaint repeating substantially the same allegations as the original complaints. Chipotle intends to file a motion to dismiss the second amended complaint.
Source: Item 3, via Note 11 – Commitments and Contingencies, 10-K 0001058090-26-000009 vs Item 3, via Note 11 – Commitments and Contingencies, 10-K 0001058090-25-000014
Risk Factors 215 words changed in this paragraph; it is 34% similar to last year's version.
Restaurant dining generally is dependent upon consumer discretionary spending, which may be affected by general economic conditions that are beyond our control. Increasing or prolonged high inflation, international, domestic and regional economic conditions, consumer income levels, financial market volatility, a slow or stagnant pace of economic growth, mass layoffs, rising energy costs, rising interest rates, social unrest, military conflicts and governmental, political and budget concerns or divisions may have a negative effect on consumer confidence and discretionary spending. Persistent inflation and concern about a prolonged economic downturn may lead consumers to decrease their discretionary spending. A significant decrease in guest traffic or average transaction size would negatively impact our financial performance. The actual or perceived threat of a pandemic or communicable disease, terrorist attack, mass shooting, heightened security requirements, including cybersecurity, or a failure to protect information systems for critical infrastructure, such as the electrical grid and telecommunications systems, could harm our operations, the economy or consumer confidence generally. Any of the above factors or other unfavorable changes in business and economic conditions affecting our guests could increase our costs, reduce traffic in our restaurants or limit our ability to increase pricing, any of which could lower our profit margins and have a material adverse effect on our sales, financial condition and results of operations. 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. Further, poor economic conditions may force nearby businesses to shut down, which could reduce traffic to our restaurants or cause our restaurant locations to be less attractive.
Source: Item 1A, 10-K 0001058090-26-000009 vs Item 1A, 10-K 0001058090-25-000014
MD&A 74 words changed in this paragraph; it is 41% similar to last year's version.
The effective income tax rate decreased 0.5% Other operating costs increased 0.8% as a percentage of total revenue for the year ended December 31, 2024 2025 compared to the year ended December 31, 2023, primarily 2024. The increase was due to the impact from several items, primarily 0.5% of higher marketing and promotional activities, 0.2% of lower nondeductible expenses sales volumes, and 0.2% of 0.6% inflation in natural gas and income tax reserves of 0.4%. These decreases were electricity. This increase was partially offset by a 0.6% reduction in tax benefits related to option exercise and equity vesting. 0.2% benefit from menu price increases.
Source: Item 7, 10-K 0001058090-26-000009 vs Item 7, 10-K 0001058090-25-000014
Accounting Policies 61 words changed in this paragraph; it is 64% similar to last year's version.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The We have adopted and applied the guidance is effective under the ASU for fiscal years beginning after our year ended December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. We are currently evaluating 31, 2025, using the impact of adopting this ASU on our prospective transition method. See Note 6. "Income Taxes" in the accompanying notes to the consolidated financial statements and related disclosures. for further detail.
Source: Item 8, Note 1 – Description of Business and Summary of Significant Accounting Policies, 10-K 0001058090-26-000009 vs Item 8, Note 1 – Description of Business and Summary of Significant Accounting Policies, 10-K 0001058090-25-000014
