Chipotle (CMG) Form 4 — 41,372 Shares Withheld on RSU Vesting

Rhea-AI Filing Summary

Brandt Christopher W, President and Chief Brand Officer of Chipotle Mexican Grill, Inc. (CMG), reported a transaction on 08/22/2025 in which 41,372 shares of common stock were disposed under transaction code F at a reported price of $42.91. The Form 4 shows the disposition consisted of shares retained by Chipotle to satisfy the reporting person’s payment obligation upon the vesting of a restricted stock unit. After the reported transaction, the Form 4 lists 141,154 shares directly beneficially owned by the reporting person and additional indirect ownership interests: 145,000 shares held in Trust 2 for the benefit of children and 193,545 shares held in a trust for the benefit of children. The filing was signed by an authorized attorney on 08/26/2025.

Positive

• Transaction was an RSU settlement/withholding explicitly stated, indicating an administrative tax/payment action rather than an open-market sale
• Form 4 discloses direct and indirect holdings (141,154 direct; 145,000 and 193,545 in trusts), providing transparency about officer ownership
• Filed by authorized representative (power of attorney signature) demonstrating procedural compliance

Negative

• 41,372 shares were disposed (reported at $42.91), reducing the reporting person's directly held shares
• Filing does not specify the total pre-transaction direct holdings explicitly in a single line, requiring inference from reported post-transaction amounts

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale of vested RSUs; no new market-directed sale reported, neutral for valuation.

The Form 4 documents a disposition of 41,372 common shares by an executive, reported under code F, with the filing clarifying those shares were retained by the company to satisfy payment obligations upon RSU vesting. This is a standard administrative action tied to equity compensation rather than an open-market monetization. The reporting person still holds 141,154 shares directly plus material indirect trust holdings. As presented, the transaction changes the executive’s directly owned position but does not provide evidence of an intent to materially reduce exposure beyond routine vesting tax/settlement mechanics.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; shows proper reporting of RSU settlement via withholding.

The filing identifies the reporting person, officer role, and the nature of the disposition (shares withheld at vesting). The inclusion of indirect holdings in trusts and the use of a power of attorney signature are appropriate and consistent with common practice. There are no governance red flags or unusual timing disclosed in the document itself; the record indicates compliance with Form 4 reporting mechanics.

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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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^*

Brandt Christopher W

(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)
	President, Chief Brand 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		41,372(1)	D	$42.91	141,154	D
common stock								145,000	I	Trust 2 for benefit of children
common stock								193,545	I	Trust for benefit of children

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 Brandt Christopher W report on the Form 4 for CMG?

The Form 4 reports a disposition of 41,372 common shares on 08/22/2025 under transaction code F; the shares were retained by Chipotle to satisfy the reporting person’s payment obligation upon RSU vesting.

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

The filing shows 141,154 shares directly beneficially owned following the reported transaction, plus 145,000 and 193,545 shares held indirectly in trusts for the benefit of children.

What does transaction code F mean in this Form 4?

In this filing, transaction code F is used for a disposition tied to RSU vesting where shares were retained by the issuer to satisfy a payment obligation; the form’s explanation states this explicitly.

When was the Form 4 signed and filed?

The document shows the signature by an authorized representative on 08/26/2025 and the earliest transaction date reported is 08/22/2025.

Does the Form 4 indicate an open-market sale by the officer?

No; the filing explains the disposition consists of shares retained by Chipotle to satisfy the reporting person's payment obligation upon RSU vesting, not an open-market sale.