Chipotle (NYSE: CMG) withholds 20,075 RSU shares for taxes

Rhea-AI Filing Summary

CHIPOTLE MEXICAN GRILL INC (CMG) reported that Chief Corp Affairs Officer Laurie Schalow had 20,075 shares of common stock withheld on August 22, 2026 to satisfy tax liabilities upon vesting and settlement of a restricted stock unit award. The filing states this as a tax-withholding disposition, not an open-market sale. After this withholding, Schalow directly holds 176,465 CMG shares.

Insider Trade Summary

Net Seller: 20,075 shares

Net Sell 1 txn

Insider Schalow Laurie

Role Chief Corp Affairs Officer

Type	Security	Shares	Price	Value
Tax Withholding	common stock F1	20,075	$35.29	$708K

Holdings After Transaction: common stock — 176,465 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: 20,075 shares of common stock Reported transaction price per share: $35.29 per share Shares owned after transaction: 176,465 shares of common stock +1 more

4 metrics

Shares withheld for tax liability 20,075 shares of common stock Withheld on August 22, 2026 to satisfy tax liability upon RSU vesting

Reported transaction price per share $35.29 per share Value applied to the 20,075 withheld CMG shares

Shares owned after transaction 176,465 shares of common stock Direct CMG holdings by Laurie Schalow after the August 22, 2026 transaction

Code F shares for exercise price or tax liability 20,075 shares Exercise Price or Tax Liability category in transaction summary for this Form 4

Key Terms

restricted stock unit award, tax-withholding disposition, exercise Price or Tax Liability

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.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition for 20,075 shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

exercise Price or Tax Liability financial

"exercisePriceOrTaxLiabilityShares: 20075 in the transaction summary"

FAQ

What transaction did CMG insider Laurie Schalow report on this Form 4?

Laurie Schalow reported a tax-withholding disposition of 20,075 CMG common shares on August 22, 2026, related to the vesting and settlement of a restricted stock unit award. The shares were withheld to cover her tax liability rather than sold in the open market.

How many CMG shares were involved in Laurie Schalow’s August 22, 2026 transaction?

The transaction involved 20,075 CMG common shares. These shares were withheld by the company to satisfy Laurie Schalow’s tax liability upon vesting and settlement of a restricted stock unit award, according to the footnote in the Form 4.

What price per share was reported for Laurie Schalow’s CMG tax-withholding transaction?

The Form 4 reports a price of $35.29 per share for the 20,075 CMG common shares withheld to satisfy Laurie Schalow’s tax liability in connection with the vesting and settlement of a restricted stock unit award.

How many CMG shares does Laurie Schalow own after this Form 4 transaction?

After the August 22, 2026 tax-withholding disposition, Laurie Schalow directly owns 176,465 CMG common shares, as reported in the Form 4’s post-transaction holdings field.

Was Laurie Schalow’s CMG Form 4 transaction under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not checked, and there is no footnote indicating a trading plan. The reported transaction is characterized as shares withheld to satisfy a tax liability upon RSU vesting, rather than as a discretionary trade.

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 - 08:55 AM Accepted by SEC EDGAR 08/25/2026 - 08:54 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^*

Schalow Laurie

(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 Corp Affairs 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		20,075(1)	D	$35.29	176,465	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)