Chipotle (NYSE: CMG) Curtis Garner left with 390,788 shares after tax event

Rhea-AI Filing Summary

CHIPOTLE MEXICAN GRILL INC (CMG) reported an insider transaction by Curtis E. Garner, its President, Chief Strategy & Technology Officer. On 2026-08-22, Garner had 27,582 shares of common stock disposed of under a Code F transaction, representing shares withheld to satisfy his tax liability upon vesting and settlement of a restricted stock unit award. After this tax-withholding event, he directly held 390,788 shares of Chipotle common stock.

Insider Trade Summary

Net Seller: 27,582 shares

Net Sell 1 txn

Insider Garner Curtis E

Role Pres, Chief Strgy & Tech Off

Type	Security	Shares	Price	Value
Tax Withholding	common stock F1	27,582	$35.29	$973K

Holdings After Transaction: common stock — 390,788 shares (Direct)

Footnotes (1)

1. F1. Represents shares withheld to satisfy the reporting person's tax liability upon vesting and settlement of a restricted stock unit award.

Key Figures

Shares delivered or withheld for tax liability: 27,582 shares Transaction price per share: $35.29 per share Shares owned following transaction: 390,788 shares

3 metrics

Shares delivered or withheld for tax liability 27,582 shares Code F transaction on 2026-08-22 for Curtis E. Garner

Transaction price per share $35.29 per share Price reported for the 27,582-share Code F disposition

Shares owned following transaction 390,788 shares Direct ownership of Curtis E. Garner after the tax-withholding event

Key Terms

restricted stock unit award, Code F transaction, Payment of tax liability by delivering or withholding securities

3 terms

restricted stock unit award financial

"upon vesting and settlement of a restricted stock unit award"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Code F transaction financial

"The transaction was a Code F event used to cover tax liability"

Payment of tax liability by delivering or withholding securities financial

"transaction_code_description: Payment of tax liability by delivering or withholding securities"

FAQ

What insider transaction did Curtis E. Garner report for CMG?

Curtis E. Garner reported a Code F transaction involving 27,582 shares of Chipotle common stock on 2026-08-22, where shares were withheld to satisfy his tax liability upon vesting and settlement of a restricted stock unit award.

Was the CMG insider transaction a market sale or tax withholding?

The CMG transaction was a tax-withholding event, not an open-market sale. Shares were withheld to satisfy Curtis E. Garner’s tax liability upon vesting and settlement of a restricted stock unit award, as described in the footnote.

How many CMG shares were involved in Curtis E. Garner’s tax-withholding transaction?

The transaction involved 27,582 shares of Chipotle Mexican Grill common stock. These shares were disposed of in a Code F transaction used to cover tax liabilities tied to a restricted stock unit award vesting.

What CMG shareholdings did Curtis E. Garner report after the transaction?

After the tax-withholding transaction, Curtis E. Garner reported direct ownership of 390,788 shares of Chipotle Mexican Grill common stock. This figure reflects his position following the Code F disposition related to tax liability.

What was the reported price in Curtis E. Garner’s CMG Form 4 transaction?

The Form 4 lists a transaction price of $35.29 per share for the 27,582 shares involved in the Code F event. The filing identifies this as a payment of tax liability by delivering or withholding securities.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/25/2026 - 09:02 AM Accepted by SEC EDGAR 08/25/2026 - 09:02 AM Learn about SEC filing dates

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
Estimated average burden
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^*

Garner Curtis E

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CENTER DR., SUITE 1100

(Street)

NEWPORT BEACH CALIFORNIA 92660

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Pres, Chief Strgy & Tech Off

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2026

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

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

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

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	08/22/2026		F		27,582(1)	D	$35.29	390,788	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. Represents shares withheld to satisfy the reporting person's tax liability upon vesting and settlement of a restricted stock unit award.

	/s/ Lauren Assaf-Holmes, pursuant to power of attorney filed herewith	08/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)