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

Rhea-AI Filing Summary

Laurie Schalow, Chief Corp Affairs, Food Sft at Chipotle Mexican Grill (CMG), reported a sale of company stock on 08/22/2025. The Form 4 shows a disposition of 30,113 shares of common stock at a price of $42.91 per share, leaving the reporting person with 148,372 shares beneficially owned after the transaction. The filing lists Transaction Code F and includes an explanatory note that the shares sold consisted of shares retained by Chipotle to satisfy the reporting person’s payment obligation upon vesting of a restricted stock unit.

The form is signed on behalf of the reporting person by Helen Kaminski pursuant to a power of attorney, dated 08/26/2025. The filing provides a clear record of an insider sale tied to RSU vesting rather than an unexplained transfer.

Positive

• Clear disclosure of insider transaction with date, price ($42.91), and post-transaction ownership (148,372 shares)
• Explanation provided that shares were retained by Chipotle to satisfy payment obligation upon RSU vesting, clarifying the nature of the disposition
• Form filed properly with signature via power of attorney, indicating procedural compliance

Negative

• Insider holding reduced by 30,113 shares, which may be viewed negatively by some investors
• Transaction code F indicates a disposition; while explained, dispositions can attract market attention

Insights

Financial Analyst

TL;DR: Routine insider disposition tied to RSU vesting; modest ownership reduction unlikely to change company fundamentals.

The reported sale of 30,113 shares at $42.91 reduces Laurie Schalow’s beneficial holding to 148,372 shares. The filing explicitly states the shares were retained by the company to satisfy the reporting person’s payment obligation upon RSU vesting, indicating this was a compensation-related disposition rather than a discretionary market sale. For investors, this is a transparency event documenting compensation mechanics; it does not disclose new financial results, operational changes, or material corporate developments.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting requirements and explains the transaction’s compensation-related nature.

The Form 4 identifies the reporting person and role, the transaction date, number of shares disposed, price per share, and remaining beneficial ownership, and provides an explanation linking the disposition to RSU vesting. The use of a power of attorney for signature is disclosed. From a governance perspective, the filing meets required transparency standards for insider transactions and clarifies the nature of the transfer.

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^*

Schalow Laurie

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CENTER DR

(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 Corp Affairs, Food Sft

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		30,113(1)	D	$42.91	148,372	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 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 insider disclosed the transaction in the CMG Form 4?

The reporting person is Laurie Schalow, listed as Chief Corp Affairs, Food Sft at Chipotle Mexican Grill.

What shares were sold and at what price in the CMG Form 4 filed here?

The report shows a disposition of 30,113 shares of common stock at a price of $42.91 per share on 08/22/2025.

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

The reporting person beneficially owned 148,372 shares following the reported transaction.

Why were the shares disposed of according to the filing?

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

Who signed the Form 4 and when?

The form was signed by Helen Kaminski pursuant to power of attorney on 08/26/2025.