Chipotle (NYSE: CMG) CEO uses 31K shares to cover taxes

Rhea-AI Filing Summary

CHIPOTLE MEXICAN GRILL INC (CMG) reported an insider equity transaction by Chief Executive Officer Scott Boatwright. On 2026-08-22, Boatwright had 31,522 shares of common stock withheld at $35.29 per share to satisfy his tax liability upon vesting and settlement of a restricted stock unit award. After this tax-withholding disposition, he directly held 318,609 shares of Chipotle common stock. The filing indicates this was not made under a Rule 10b5-1 trading plan and does not reflect an open-market purchase or sale.

Insider Trade Summary

Net Seller: 31,522 shares

Net Sell 1 txn

Insider Boatwright Scott

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	common stock F1	31,522	$35.29	$1.11M

Holdings After Transaction: common stock — 318,609 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 withheld for tax liability: 31,522 shares Withholding price per share: $35.29 per share Shares held after transaction: 318,609 shares +1 more

4 metrics

Shares withheld for tax liability 31,522 shares Shares of CMG common stock withheld on 2026-08-22 to satisfy tax liability on RSU vesting

Withholding price per share $35.29 per share Price associated with the 31,522 CMG shares withheld for tax liability

Shares held after transaction 318,609 shares Direct CMG common stock holdings of Scott Boatwright after the 2026-08-22 transaction

Exercise price or tax-liability shares count 31,522 shares Total shares reported under code F for payment of tax liability by delivering or withholding securities

Key Terms

restricted stock unit award, Rule 10b5-1, tax liability, Payment of tax liability by delivering or withholding securities

4 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.

Rule 10b5-1 regulatory

"the filing’s Rule 10b5-1 checkbox is marked false"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

tax liability financial

"shares withheld to satisfy the reporting person's 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 CMG CEO Scott Boatwright report?

Scott Boatwright reported a Form 4 transaction in which 31,522 CMG shares were withheld on 2026-08-22 to cover his tax liability upon vesting and settlement of a restricted stock unit award, rather than an open-market sale.

How many Chipotle (CMG) shares were withheld for taxes in this Form 4?

The Form 4 reports that 31,522 shares of Chipotle common stock were withheld at $35.29 per share to satisfy Scott Boatwright’s tax liability related to the vesting and settlement of a restricted stock unit award.

What is Scott Boatwright’s CMG shareholding after this reported transaction?

After the tax-withholding disposition, Scott Boatwright directly holds 318,609 shares of Chipotle common stock, as reported in the Form 4 following the 2026-08-22 transaction.

Was the CMG insider transaction executed under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is marked false, indicating the reported tax-withholding transaction was not affirmed as made under a Rule 10b5-1 trading plan.

Did the CMG CEO sell shares on the open market in this Form 4?

The Form 4 shows no open-market sale. It reports a code F transaction where 31,522 shares were withheld to pay tax liability on a restricted stock unit award, rather than a voluntary market sale or purchase.

What price per share is associated with the CMG tax-withholding transaction?

The tax-withholding disposition is associated with a price of $35.29 per share for the 31,522 Chipotle shares withheld to satisfy Scott Boatwright’s tax liability on the vested restricted stock unit award.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/25/2026 - 08:58 AM Accepted by SEC EDGAR 08/25/2026 - 08:57 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^*

Boatwright Scott

(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)
	Chief Executive Officer

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		31,522(1)	D	$35.29	318,609	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)