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SEC Filings

CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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shareholders of substantial amounts of our common stock, or the filing by McDonald's of a registration statement relating to a substantial amount of our common stock, could depress our class A common stock price. McDonald's has informed us that, at some time in the future, but no earlier than the expiration of the lock-up period, it may sell all or a portion of its ownership interest in us or may make a tax-free distribution, including a distribution in exchange for McDonald's shares or securities (or another similar transaction), to its shareholders of all or a portion of that interest. McDonald's is not, however, subject to any contractual obligation to maintain its ownership position in our shares, except that it has agreed not to sell or otherwise dispose of any of our shares of common stock for a period ending 180 days (subject to extension) after the date of this prospectus without the prior written consent of Morgan Stanley & Co. Incorporated and SG Cowen & Co., LLC, on behalf of the underwriters, subject to specified limited exceptions and extensions described in "Underwriters." Consequently, McDonald's may decide not to maintain its ownership of our common stock once the lock-up period expires.

        In addition, McDonald's will have the right, subject to some conditions, to require us to file registration statements covering its shares or to include its shares in other registration statements that we may file. By exercising their registration rights and selling a large number of shares, McDonald's could cause the price of our class A common stock to decline.

Risks Related to Ownership of Our Class A Common Stock

    There is no existing market for our class A common stock and we do not know if one will develop. Even if a market does develop, the stock prices in the market may not exceed the offering price.

        Prior to this initial public offering, there has not been a public market for our class A common stock. Furthermore, because McDonald's will beneficially own most of our common stock immediately following this offering as described above under "—Risks Relating to our Affiliation with McDonald's—We're controlled by McDonald's whose interest may conflict with yours," only a limited number of our class A shares are likely to be actively traded and an active market in our class A shares may not develop. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the New York Stock Exchange or otherwise, or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any class A shares that you buy.

        The initial public offering price for the class A common stock will be determined by negotiations among us, McDonald's and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell shares of our class A common stock at prices equal to or greater than the price you pay in this offering.

    Our class A common stock price may be volatile and you may lose all or part of your investment.

        The market price of our class A common stock could fluctuate significantly, and you may not be able to resell your shares at or above the offering price. Those fluctuations could be based on various factors in addition to those otherwise described in this prospectus, including:

    our operating performance and the performance of our competitors;

    the public's reaction to our press releases, our other public announcements and our filings with the SEC;

    changes in earnings estimates or recommendations by research analysts who follow Chipotle or other companies in our industry;

    variations in general economic conditions;

    the number of shares to be publicly traded after this offering;


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