Chipotle (NYSE: CMG) appoints Matthew Bush as principal accounting officer

Rhea-AI Filing Summary

Chipotle Mexican Grill, Inc. appointed Matthew Bush, age 42, as its principal accounting officer effective September 4, 2025. He was recently promoted to Vice President, Controller on August 25, 2025 after serving as Senior Director, Assistant Controller since February 2024, and holding other accounting, financial reporting, internal audit, treasury and international accounting roles at Chipotle since 2015.

Chipotle states there are no special arrangements or understandings related to his selection, no family relationships with directors or executive officers, and no related-party transactions requiring disclosure. In connection with his promotion, Mr. Bush will receive an annual base salary of $340,000, be eligible for an annual cash incentive with a target bonus equal to 35% of base salary, and be granted an incremental restricted stock unit award with a grant date value of $400,000. The restricted stock units will vest in three equal annual installments beginning on the first anniversary of the expected October 31, 2025 grant date, subject to continued service and Chipotle’s standard award terms.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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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): September 4, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 4, 2025, Matthew Bush, 42, was appointed principal accounting officer of Chipotle Mexican Grill, Inc. (“Chipotle”), effective immediately.

Mr. Bush was appointed Vice President, Controller of Chipotle on August 25, 2025 and previously served as Chipotle’s Senior Director, Assistant Controller from February 2024 to August 25, 2025; Director, Assistant Controller from January 2021 to February 2024; and in other financial reporting, accounting and internal audit roles since February 2015. During his 10 years with Chipotle, he has been instrumental in managing and developing top performing teams across Chipotle’s financial reporting, internal audit, treasury and international accounting departments.

There are no arrangements or understandings between Mr. Bush and any other person pursuant to which he was selected as Vice President, Controller and principal accounting officer. There are no family relationships between Mr. Bush and any director or executive officer of Chipotle, and there are no transactions in which Mr. Bush has or will have a direct or indirect material interest that would be required to be reported under Item 404(a) of Regulation S‑K.

In connection with his promotion, Mr. Bush will receive an annual base salary of $340,000. He also will be eligible for an annual cash incentive with a target bonus equal to 35% of base salary and will be granted an incremental restricted stock unit with a grant date value of $400,000. The restricted stock unit will vest one-third on each of the first, second and third anniversaries of the grant date, subject to continued service and the other terms and conditions of Chipotle’s restricted stock unit award agreement. The restricted stock unit will be granted on October 31, 2025, which is consistent with Chipotle’s policy to make mid-year equity grants during an open trading window under Chipotle’s Insider Trading Policy and usually within one week after Chipotle publicly announces financial results for the applicable financial quarter.

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.
September 5, 2025			By:			/s/ Roger Theodoredis
						General Counsel & Chief Legal Officer

FAQ

What executive change did Chipotle Mexican Grill (CMG) disclose in this 8-K?

Chipotle disclosed that Matthew Bush was appointed principal accounting officer effective September 4, 2025. He also serves as Vice President, Controller after being promoted on August 25, 2025.

What is Matthew Bush’s background at Chipotle Mexican Grill (CMG)?

Matthew Bush has worked at Chipotle since February 2015 in financial reporting, accounting and internal audit roles. He served as Director, Assistant Controller from January 2021 to February 2024, Senior Director, Assistant Controller from February 2024 to August 25, 2025, and was appointed Vice President, Controller on August 25, 2025.

What compensation will Chipotle’s new principal accounting officer receive?

In connection with his promotion, Matthew Bush will receive an annual base salary of $340,000, be eligible for an annual cash incentive with a target bonus equal to 35% of base salary, and be granted an incremental restricted stock unit award with a grant date value of $400,000.

How will Matthew Bush’s Chipotle (CMG) restricted stock units vest?

The incremental restricted stock unit award with a grant date value of $400,000 is expected to be granted on October 31, 2025 and will vest one-third on each of the first, second and third anniversaries of the grant date, subject to continued service and the terms of Chipotle’s restricted stock unit award agreement.

Are there any related-party or family relationships disclosed for Matthew Bush at Chipotle?

Chipotle states there are no arrangements or understandings under which Matthew Bush was selected, no family relationships between him and any director or executive officer, and no transactions involving him that would need to be disclosed under Item 404(a) of Regulation S-K.

Does this Chipotle (CMG) 8-K involve any major transaction or financing?

No major transactions or financings are described; the disclosure focuses on the appointment and compensation of Chipotle’s new principal accounting officer.