[Form 3] CHIPOTLE MEXICAN GRILL INC Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Chipotle officer Matthew R. Bush reports direct ownership of 4,310 shares of common stock and holds multiple equity awards that convert to common shares. The filing shows four stock appreciation rights (SOSARs) exercisable into a total of 23,527 shares with exercise prices ranging from $31.56 to $57.27, and restricted stock units (RSUs) covering 1,700 unvested shares that vest on defined anniversaries. All holdings are reported as direct and are tied to compensation awards that vest over time, aligning the officer’s interests with shareholders.

Positive

• Direct equity ownership of 4,310 common shares aligns the reporting officer's interests with shareholders
• Time‑vested SOSARs and RSUs create multi‑year retention incentives and align compensation with future share performance
• Clear exercise prices and vesting terms are disclosed for investor transparency

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Report is routine: an officer holds direct shares plus time‑vested equity awards that align interests with shareholders.

The disclosure documents typical executive equity compensation: direct ownership supplemented by SOSARs and RSUs that vest over multi‑year schedules. These instruments incentivize retention and performance while diluting current shareholders only upon exercise or settlement. No unusual ownership structures or indirect holdings are disclosed, and the ownership level appears consistent with standard officer grants for a large public company.

Compensation Analyst

TL;DR: Equity package mixes appreciation rights and RSUs with staged vesting, supporting retention and long‑term alignment.

The awards include SOSARs exercisable 1:1 into common stock with exercise prices listed between $31.56 and $57.27 and RSUs that vest over specified anniversaries. The mix of appreciation rights and restricted stock units is common for balancing upside capture and guaranteed equity retention. Vesting schedules indicate multi‑year service requirements, which is standard for executive compensation plans.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bush Matthew R

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CENTER DR, SUITE 1100

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/04/2025

3. Issuer Name and Ticker or Trading Symbol
CHIPOTLE MEXICAN GRILL INC [ CMG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Controller, PAO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
common stock	4,310(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2022 SOSAR	02/10/2024(2)	02/10/2029	common stock	4,150	$31.56	D
2023 SOSAR	02/09/2025(2)	02/09/2030	common stock	3,650	$32.1382	D
2024 SOSAR	02/09/2026(2)	02/09/2031	common stock	3,350	$52.767	D
2025 SOSAR	02/07/2027(2)	02/07/2032	common stock	12,377	$57.27	D

Explanation of Responses:

1. Includes a restricted stock unit (RSU) with 600 unvested shares that was granted on February 9, 2023 and will be fully vested on February 9, 2026, and an RSU for 1,100 shares that was granted on February 9, 2024 and will vest 50% on each of the second and third anniversaries of the grant date.

2. The stock appreciation right (SOSAR) vests 50% on each of the second and third anniversaries of the grant date, subject to continued employment with Chipotle and possible acceleration of vesting. Upon exercise, the SOSAR settles in shares of common stock on a 1-to-1 basis.

	/s/ Helen Kaminski, pursuant to power of attorney filed herewith	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does Matthew R. Bush directly own in Chipotle (CMG)?

He directly owns 4,310 shares of common stock and holds equity awards convertible into additional shares.

How many shares can be received from the reported SOSARs?

The SOSARs under report cover a total of 23,527 underlying shares across awards exercisable into common stock.

What are the exercise prices for the SOSARs listed?

Exercise prices disclosed range from $31.56 to $57.27 per share depending on the award.

How many unvested RSUs does the filing include and when do they vest?

The filing discloses 1,700 unvested RSUs: 600 vesting fully on a later anniversary and 1,100 vesting 50% on the second and 50% on the third anniversary of the grant.

Are the reported holdings direct or indirect?

All reported holdings are indicated as direct (D) beneficial ownership.