Chipotle Mexican Grill Inc.: 10-K Risk Factor Changes

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. Any guidance we provide is based on certain assumptions at the time the guidance is given, which may or may not prove to be correct. Failure to meet announced guidance or market expectations of future results, particularly with respect to our operational and financial results and shareholder returns, whether due to our assumptions not being met or the impact of various risks and uncertainties, will likely result in either or both a decline in or increased volatility in the market price of our stock. In addition, price and volume fluctuations in the stock market as a whole may affect the market price of our stock in ways that may be unrelated to our financial performance. Our quarterly financial results may fluctuate significantly and could fail to meet investors’ expectations for various reasons, including: •negative publicity about the safety of our food, employment-related issues, guest safety, litigation or other issues involving our restaurants; •fluctuations in supply costs, particularly for our most significant ingredients, and our inability to offset the higher cost with price increases, without adversely impacting guest traffic; •our inability to purchase sufficient quantities of our key ingredients and equipment as our restaurant count grows; •labor availability and wages of restaurant management and employees; •increases in marketing or promotional expenses; •the timing of new restaurant openings and related revenues and expenses, and the operating costs at newly opened restaurants; •the impact of inclement weather and natural disasters, such as freezes and droughts, which could decrease guest traffic and increase the costs of ingredients; •the amount and timing of stock-based compensation; •litigation, settlement costs and related legal expenses; •taxes, new or increased tariffs or trade sanctions, asset impairment charges and non-operating costs; and •macroeconomic conditions described above. 19 19 19 Table of Contents Table of Contents 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. A significant or sudden decrease in our stock price could entice an activist shareholder to initiate a campaign against the Company. If we are the target of public activism, it could cause us to incur significant costs, including legal expenses, divert the attention of our management and Board, create uncertainty about our strategic direction and cause stock price volatility that is unrelated to our business fundamentals.