Chipotle Insider Files: 29,552 RSU Shares Withheld, 26,576 Sold

Rhea-AI Filing Summary

Ilene Eskenazi, Chief Human Resources Officer of Chipotle Mexican Grill, Inc. (CMG), reported two non-derivative transactions in August 2025. On 08/22/2025 she had 29,552 shares withheld by the company to satisfy a payment obligation upon vesting of restricted stock units, reducing her direct holdings to 111,017 shares. On 08/25/2025 she sold 26,576 shares at a weighted-average price of $43.1489 per share (actual prices ranged $43.11–$43.18), leaving her with 84,441 directly held shares. Additionally, 50 shares are reported as indirectly held by her son. The Form 4 was signed under power of attorney on 08/26/2025.

Positive

• None.

Negative

• Reported disposition of 56,128 shares total (29,552 withheld upon RSU vesting and 26,576 sold), reducing direct ownership to 84,441 shares
• Market sale on 08/25/2025 at a weighted-average price of $43.1489 per share (actual prices $43.11–$43.18) indicating insider liquidity

Insights

Securities Analyst

TL;DR: Insider reported routine RSU withholding and a market sale totaling 56,128 shares, reducing direct holdings to 84,441 shares.

The filing documents a typical post-vesting withholding event and a subsequent open-market sale by a senior executive. The withholding of 29,552 shares satisfied tax/payment obligations tied to restricted stock units, which is standard practice and not an indication of dilution. The sale of 26,576 shares at a weighted-average price of $43.1489 is disclosed with actual trade prices ranging $43.11–$43.18, showing limited price dispersion. The reporter retains 84,441 directly owned shares, with an additional 50 shares held indirectly by a family member. Given the information provided, the transactions are mechanistic and do not, on their face, signal a corporate or governance event.

Corporate Governance Expert

TL;DR: Transactions appear procedural: tax-related share withholding and a routine disposition; disclosure meets Section 16 reporting requirements.

The Form 4 clearly states the nature of the transactions: (1) a share retention by the company to satisfy the reporting person's payment obligation upon RSU vesting and (2) an open-market sale at a disclosed weighted-average price. The filing includes the required explanation that sales reported at a weighted-average price will be supported upon request with per-price quantities. The signature via power of attorney is noted and lawful under prior SEC filings. From a governance perspective, the document reflects standard insider reporting and timely disclosure.

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^*

Eskenazi Ilene

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

SUITE 1100

(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)
	Chief Human Resources 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		29,552(1)	D	$42.91	111,017	D
common stock	08/25/2025		S		26,576	D	$43.1489(2)	84,441	D
common stock								50	I	Held by son

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 vesting of a restricted stock unit.

2. Reflects a weighted-average price. Actual sales prices ranged from $43.11 to $43.18 per share. For each transaction on this Form 4 that is reported at a weighted average price, the reporting person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.

	/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 transactions did Ilene Eskenazi report on Form 4 for CMG?

The Form 4 reports 29,552 shares withheld by Chipotle to satisfy a payment obligation upon RSU vesting on 08/22/2025 and a sale of 26,576 shares on 08/25/2025.

How many shares does Ilene Eskenazi own after the reported transactions?

After the transactions the reporting person directly owns 84,441 shares; an additional 50 shares are indirectly held by her son.

At what price were the shares sold on 08/25/2025?

The weighted-average sale price reported is $43.1489 per share, with actual sale prices ranging from $43.11 to $43.18.

Why were 29,552 shares transferred on 08/22/2025?

The filing explains those shares consisted of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon vesting of a restricted stock unit.

Who signed the Form 4 filing?

The Form 4 was signed by Helen Kaminski pursuant to a power of attorney previously filed, with signature date 08/26/2025.