[8-K] Chipotle Mexican Grill, Inc. Reports Material Event

Rhea-AI Filing Summary

Jabil Inc. (JBL) has received a Form 144 filing from insider Andrew Priestley covering the proposed sale of 3,702 common shares—about 0.003 % of the company’s 107.3 million shares outstanding. The transaction, to be executed through UBS Financial Services, carries an estimated aggregate market value of $832,950 (≈ $225 per share) and is expected on or after 23 Jul 2025. The shares stem from restricted-stock units that vested on 20 Jul 2025.

The notice also lists two prior sales by Priestley within the last three months: 13,913 shares on 18 Jun 2025 for $2.83 million and 3,782 shares on 21 Jul 2025 for $0.85 million, bringing total recent dispositions to 17,695 shares valued at roughly $3.68 million. No operational or financial performance data for Jabil accompanies the filing; Form 144 serves solely as regulatory disclosure of intended insider transactions.

Positive

• None.

Negative

• Continued insider selling trend may raise modest concern about insider sentiment despite the small share count.

Insights

Financial Analyst

TL;DR: Small, routine insider sale (3,702 shares) adds to recent disposals; immaterial to float, sentiment modestly negative.

Materiality: At 0.003 % of outstanding shares, the proposed sale is quantitatively insignificant, suggesting minimal impact on supply-demand dynamics or valuation. However, it extends a pattern of insider selling—17,695 shares already sold for $3.68 million in the prior quarter—potentially signaling the insider’s preference to monetize recent RSU vesting.
Market reading: Investors often regard persistent insider sales as a mild bearish indicator, though magnitude and motivation (tax, diversification) are crucial context. Because no adverse company information is cited and the sale represents routine 10b5-1 activity, I classify the filing as neutral overall.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2025

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-32731 (Commission File Number) 84-1219301 (I.R.S. Employer Identification No.)

610 Newport Center Drive, Suite 1100

Newport Beach, CA 92660

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (949) 524-4000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $0.01 per share			CMG			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On July 23, 2025, we issued a press release announcing earnings and other financial results for our fiscal quarter ended June 30, 2025, and that management would review these results in a conference call at 4:30 pm Eastern time on July 23, 2025.

Item 8.01 Other Events.

On July 23, 2025, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $400 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time.

Item 9.01 Financial Statements and Exhibits.

Exhibit Index

Exhibit Number						Exhibit Description
99.1						Chipotle Mexican Grill, Inc. Press Release, dated July 23, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Chipotle Mexican Grill, Inc.
July 23, 2025			By:			/s/ Jamie McConnell
						Name: Jamie McConnell
						Title: Chief Accounting and Administrative Officer

FAQ

How many Jabil (JBL) shares does Andrew Priestley plan to sell?

3,702 common shares according to the Form 144 notice.

What is the estimated value of the proposed sale?

Approximately $832,950, or about $225 per share.

When is the sale expected to occur?

On or after 23 July 2025 as disclosed in the filing.

How many shares has Priestley sold in the past three months?

17,695 shares for gross proceeds of roughly $3.68 million.

What percentage of Jabil’s outstanding shares does 3,702 shares represent?

Roughly 0.003 % of the 107.3 million shares outstanding.

Which form is used to disclose the planned sale?

The insider filed a Form 144 under Rule 144 of the Securities Act.