Chipotle Mexican Grill (CMG) officer exercises 100,000 SOSARs and reports share sales

Rhea-AI Filing Summary

Chipotle Mexican Grill executive reports stock option exercise and share sale. The company’s President, Chief Strategy & Technology Officer exercised 2019 stock-only stock appreciation rights (SOSARs) covering 100,000 shares of common stock at an exercise price of $11.6554 per share on 12/12/2025. To cover obligations upon exercise, 32,354 shares were withheld by Chipotle at $36.03 per share, and 67,646 shares were sold at a weighted-average price of $36.0468 per share, with individual sale prices ranging from $35.955 to $36.12. Following these transactions, the reporting person directly beneficially owned 298,360 shares of Chipotle common stock and 86,100 SOSARs remained beneficially owned.

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

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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^*

Garner Curtis E

(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)
	Pres, Chief Strgy & Tech Off

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		M		100,000	A	$11.655	398,360	D
common stock	12/12/2025		F		32,354(1)	D	$36.03	366,006	D
common stock	12/12/2025		S		67,646	D	$36.0468(2)	298,360	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
2019 SOSARs	$11.6554	12/12/2025		M			100,000	02/08/2021(3)	02/08/2026	common stock	100,000	$0	86,100	D

Explanation of Responses:

1. Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon exercise of the stock only stock appreciation right (SOSAR).

2. Reflects a weighted-average price. Actual sales prices ranged from $35.955 to $36.12 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.

3. The SOSAR vested in equal amounts on the second and third anniversaries of the grant date.

	/s/ Helen Kaminski, pursuant to power of attorney previously filed	12/12/2025
	** 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 insider transaction did Chipotle Mexican Grill (CMG) disclose in this Form 4?

Chipotle Mexican Grill reported that its President, Chief Strategy & Technology Officer exercised 2019 stock-only stock appreciation rights (SOSARs) for 100,000 shares of common stock on 12/12/2025, with related share withholding and open-market sales.

How many Chipotle (CMG) shares did the executive acquire and sell on 12/12/2025?

On 12/12/2025, the executive acquired 100,000 shares of Chipotle common stock through a SOSAR exercise, had 32,354 shares withheld to satisfy obligations, and sold 67,646 shares at a weighted-average price of $36.0468 per share.

At what prices were the Chipotle (CMG) insider transactions executed?

The SOSARs had an exercise price of $11.6554 per share. Shares withheld by Chipotle were valued at $36.03 per share, and the 67,646 shares sold were transacted at a weighted-average price of $36.0468 per share, with actual prices ranging from $35.955 to $36.12.

How many Chipotle (CMG) shares does the reporting person own after these transactions?

After the reported transactions, the executive directly beneficially owned 298,360 shares of Chipotle common stock, as disclosed in the filing.

What SOSAR holdings related to Chipotle (CMG) remain after the Form 4 transactions?

Following the exercise of 100,000 SOSARs, the reporting person continued to beneficially own 86,100 SOSARs granted in 2019, which are tied to Chipotle common stock.

What vesting information is provided about the Chipotle (CMG) 2019 SOSARs?

The filing notes that the 2019 SOSARs vested in equal amounts on the second and third anniversaries of the grant date of 02/08/2021, and they carry an expiration date of 02/08/2026.