[Form 4] Chipotle Mexican Grill, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Scott Boatwright, Chief Executive Officer and director of Chipotle Mexican Grill, Inc. (CMG), reported a sale of common stock on 08/22/2025. The Form 4 shows 81,759 shares were disposed of at a price of $42.91 per share, leaving the reporting person with 249,532 shares beneficially owned after the transaction. The filing notes these shares consisted of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon the vesting of a restricted stock unit. The Form 4 was signed under power of attorney on 08/26/2025.

Positive

• Transaction disclosed promptly: Form 4 reports the sale and necessary details (date, amount, price, and post-transaction holdings)
• Explanation provided: Filing states the shares were retained to satisfy payment obligations upon RSU vesting, clarifying the nature of the disposal

Negative

• CEO disposed of 81,759 shares, which reduces the reporting person's direct holdings to 249,532 shares

Insights

Financial Analyst

TL;DR: CEO Scott Boatwright sold 81,759 shares at $42.91, reducing his stake to 249,532 shares; transaction disclosed on Form 4.

The sale is explicitly documented as shares retained by the company to satisfy a payment obligation tied to RSU vesting, indicating the transaction is compensation-related rather than an open-market discretionary sale. The reported price per share and post-transaction holding are provided, allowing investors to update insider-holding metrics. No additional company financials or market context are included in the filing.

Corporate Governance Expert

TL;DR: The Form 4 discloses a compensation-related disposal by the CEO; filing appears to meet Section 16 reporting requirements.

The filing clearly identifies the reporting person, relationship to the issuer (CEO and director), transaction date, number of shares disposed, price, and the explanatory note that the shares were retained by the issuer to satisfy RSU payment obligations. The use of a previously filed power of attorney for signature is noted. The disclosure provides necessary transparency for governance and compliance review, without signaling any additional governance actions.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Boatwright Scott

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CENTER DRIVE

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
common stock	08/22/2025		F		81,759(1)	D	$42.91	249,532	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon the vesting of a restricted stock unit.

	/s/ Helen Kaminski, pursuant to power of attorney previously filed	08/26/2025
	** 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 4 (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 did Scott Boatwright report on the Form 4 for CMG?

The Form 4 reports that Scott Boatwright disposed of 81,759 shares of Chipotle common stock on 08/22/2025 at $42.91 per share and now beneficially owns 249,532 shares.

Why were the shares disposed according to the filing?

The filing explains the shares consisted of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon the vesting of a restricted stock unit (RSU).

What relationship does the reporting person have to CMG?

The reporting person, Scott Boatwright, is listed as both Chief Executive Officer and a director of Chipotle Mexican Grill, Inc.

When was the Form 4 signed and by whom?

The Form 4 was signed on 08/26/2025 by Helen Kaminski pursuant to a power of attorney previously filed.

How many shares does the reporting person own after the transaction?

After the reported disposal, the filing shows the reporting person beneficially owns 249,532 shares.