Chipotle controller has 1,456 shares withheld for taxes

Chipotle Mexican Grill (CMG) Controller, PAO Matthew R. Bush had 1,456 shares withheld on October 31, 2026, to satisfy tax liability upon vesting and settlement of a restricted stock unit award.

Available on EDGAR 11/02/2026 - 05:13 PM EST Accepted by SEC EDGAR 11/02/2026 - 05:12 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Chipotle Mexican Grill (CMG) Controller, PAO Matthew R. Bush had 1,456 shares withheld on October 31, 2026, to satisfy tax liability upon vesting and settlement of a restricted stock unit award. The reported price was $31.28 per share. His direct holdings after the transaction were 20,128 shares, including 169 shares acquired under Chipotle’s Employee Stock Purchase Plan.

Insider Trade Summary

Tax Withholding: 1,456 shares

Tax Withholding 1 txn

Insider Bush Matthew R

Role Controller, PAO

Type	Security	Shares	Price	Value
Tax Withholding	common stock F1, F2	1,456	$31.28	$46K

Holdings After Transaction: common stock — 20,128 shares (Direct)

Holdings Before and After: common stock, 21,584 to 20,128 shares (Direct)

Footnotes (2)

1. F1. Represents shares withheld to satisfy the reporting person's tax liability upon vesting and settlement of a restricted stock unit award.
2. F2. Includes 169 shares acquired under Chipotle's Employee Stock Purchase Plan in transactions that were exempt under Rule 16b-3(c).

Key Figures

Shares withheld: 1,456 shares Reported price: $31.28 per share Direct holdings after transaction: 20,128 shares +1 more

4 metrics

Shares withheld 1,456 shares October 31, 2026; withheld to satisfy tax liability upon vesting and settlement of a restricted stock unit award

Reported price $31.28 per share October 31, 2026 transaction

Direct holdings after transaction 20,128 shares After the October 31, 2026 transaction

Employee Stock Purchase Plan shares 169 shares Included in direct holdings; acquired in transactions exempt under Rule 16b-3(c)

Key Terms

restricted stock unit award, Employee Stock Purchase Plan, Rule 16b-3(c)

3 terms

restricted stock unit award financial

"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.

Employee Stock Purchase Plan financial

"169 shares acquired under Chipotle's Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Rule 16b-3(c) regulatory

"transactions that were exempt under Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did CMG Controller, PAO Matthew R. Bush have withheld?

Matthew R. Bush had 1,456 shares withheld on October 31, 2026, to satisfy tax liability upon vesting and settlement of a restricted stock unit award. The reported price was $31.28 per share, and his direct holdings after the transaction were 20,128 shares.

Were Matthew R. Bush’s Chipotle ESPP shares exempt from Rule 16b-3(c)?

The reported holdings included 169 shares acquired under Chipotle’s Employee Stock Purchase Plan in transactions exempt under Rule 16b-3(c).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Bush Matthew R

(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)
	Controller, PAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2026

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	10/31/2026		F		1,456(1)	D	$31.28	20,128(2)	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.

2. Includes 169 shares acquired under Chipotle's Employee Stock Purchase Plan in transactions that were exempt under Rule 16b-3(c).

	/s/ Lauren Assaf-Holmes, pursuant to power of attorney previously filed	11/02/2026
	** 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)