Chipotle Mexican Grill Inc SEC Filings

The Vanguard Group has reported a large passive ownership stake in Chipotle Mexican Grill Inc. common stock as of December 31, 2025.

Vanguard reports beneficial ownership of 144,587,720 Chipotle shares, representing 10.93% of the common stock. It has shared voting power over 8,433,216 shares and sole dispositive power over 131,302,323 shares, with an additional 13,285,397 shares under shared dispositive power.

Vanguard states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Chipotle. The filing also notes that Vanguard’s clients, including registered investment companies and other managed accounts, have rights to dividends and sale proceeds, but no single other person has an interest in more than 5% of the class.

Chipotle Mexican Grill executive reports stock option exercise and share sale. The company’s President, Chief Strategy & Technology Officer exercised 2019 stock-only stock appreciation rights (SOSARs) covering 100,000 shares of common stock at an exercise price of $11.6554 per share on 12/12/2025. To cover obligations upon exercise, 32,354 shares were withheld by Chipotle at $36.03 per share, and 67,646 shares were sold at a weighted-average price of $36.0468 per share, with individual sale prices ranging from $35.955 to $36.12. Following these transactions, the reporting person directly beneficially owned 298,360 shares of Chipotle common stock and 86,100 SOSARs remained beneficially owned.

A director of Chipotle Mexican Grill, Inc. reported an internal reorganization of his holdings in the company’s common stock. On 12/11/2025, he moved 1,000,000 shares of Chipotle common stock out of his direct ownership and into a trust established for the benefit of his children, at a reported price of $0, indicating this was a non-cash, estate-planning type transfer. Following these transactions, he directly owns 861,932 shares and indirectly owns 2,362,500 shares through the trust. The filing notes that he disclaims beneficial ownership of the trust-held shares except to the extent of his pecuniary interest.

Curtis E. Garner filed a Rule 144 notice to sell 67,646 shares of common stock through Morgan Stanley Smith Barney, with an aggregate market value of $2,438,421.83. The shares are listed for sale on the NYSE, with an approximate sale date of 12/12/2025, and the filing notes that 1,322,278,000 shares of this class were outstanding.

The securities to be sold were acquired on 12/12/2025 via stock appreciation rights, with payment made in cash on the same date. The filing also reports that Garner sold 61,892 common shares on 12/01/2025 for gross proceeds of $2,145,733.75 during the prior three months.

Chipotle Mexican Grill, Inc. announced that its Board of Directors authorized an additional $1.8 billion for share repurchases on December 4, 2025. With this new authorization, a total of approximately $1.85 billion remained available for share repurchases as of December 5, 2025, giving the company substantial capacity to continue buying back its stock. Chipotle has repurchased approximately $2.3 billion of shares year to date through December 5, 2025, reflecting significant recent capital return to shareholders. The share repurchase program has been in place since 2008, has no expiration date, and the authorization can be modified, suspended, or discontinued at any time.

Chipotle Mexican Grill executive reports stock option activity and share sale. The President, Chief Strategy & Technology Officer exercised 93,000 stock-only stock appreciation rights (SOSARs) for Chipotle common stock at an exercise price of $11.6554 per share on 12/01/2025, receiving 93,000 shares.

To cover payment obligations tied to the SOSAR exercise, 31,108 shares of common stock were retained by Chipotle. The executive also sold 61,892 shares of common stock on 12/01/2025 at a weighted-average price of $34.669 per share, with individual sales ranging from $34.62 to $34.845 per share.

After these transactions, the executive beneficially owned 360,252 shares following the withholding transaction and 298,360 shares after the sale, held directly. Following the exercise, 186,100 derivative securities (SOSARs) remained beneficially owned.

Chipotle Mexican Grill, Inc. filed an initial insider ownership report on Form 3 for a board member. The reporting person is identified as a director of Chipotle and is filing individually. As of the event date of 11/25/2025, the filing shows no beneficial ownership of Chipotle common stock in Table I and no derivative securities listed in Table II. The form is signed by Helen Kaminski under a power of attorney on 12/02/2025.

A notice on Form 144 discloses a planned sale of 61,892 shares of common stock of the issuer through Morgan Stanley Smith Barney LLC Executive Financial Services on the NYSE. The shares have an stated aggregate market value of $2,145,733.75, and the issuer has 1,322,278,000 shares outstanding, providing context for the size of the proposed sale.

The seller acquired these common shares on 12/01/2025 through stock appreciation rights from the issuer, with the purchase price paid in cash on the same date. By signing the notice, the person on whose behalf the securities are to be sold represents that they do not know of any material adverse, nonpublic information about the issuer’s current or prospective operations and, if acting under a Rule 10b5-1 trading plan, makes that representation as of the plan’s adoption or instruction date.

Chipotle Mexican Grill Inc. officer reports stock withheld for taxes. The company’s Chief Human Resources Officer filed a Form 4 disclosing that on 11/29/2025, 9,030 shares of Chipotle common stock were disposed of at $34.03 per share in a transaction coded “F,” which indicates shares were withheld to cover tax obligations upon vesting of a restricted stock unit award. Following this transaction, the officer directly beneficially owned 75,411 shares of Chipotle common stock and indirectly owned 50 additional shares held by her son.