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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number : 1-32731 CHIPOTLE MEXICAN GRILL , INC . ( Exact name of registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 610 Newport Center Drive , Suite 1300 Newport Beach , CA ( Address of Principal Executive Offices ) to Title of each class Common stock , par value $ 0.01 per share 84-1219301 ( IRS Employer Identification No. ) 92660 ( Zip Code ) Registrant's telephone number , including area code : ( 949 ) 524-4000 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) CMG Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to Section 12 ( g ) of the Act : None No No Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the registrant is not required to file reports pu uant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No. Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act ( check one ) : Large accelerated filer Accelerated filer Non - accelerated filer Smaller reporting company 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 accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No As of June 30 , 2020 , the aggregate market value of the registrant's outstanding common equity held by non - affiliates was $ 20.941 billion , based on the closing price of the registrant's common stock on June 30 , 2020 , the last trading day of the registrant's most recently completed second fiscal quarter . For purposes of this calculation , shares of common stock held by each executive officer and director and by holders of 5 % or more of the outstanding common stock have been excluded since those persons may under certain circumstances be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for other purposes . As of February 5 , 2021 , there were 28,144,065 shares of the registrant's common stock , par value of $ 0.01 per share outstanding . DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference from the registrant's definitive proxy statement for the 2021 annual meeting of shareholders , which will be filed no later than 120 days after the close of the registrant's fiscal year ended December 31 , 2020 .