Chipotle (NYSE: CMG) CFO keeps 83,882 shares after tax withholding

Rhea-AI Filing Summary

CHIPOTLE MEXICAN GRILL INC (CMG) reported an insider equity transaction by Chief Financial Officer Adam T. Rymer. On 2026-08-22, 9,276 shares of common stock were disposed of at $35.29 per share to satisfy the reporting person’s tax liability upon vesting and settlement of a restricted stock unit award. After this withholding transaction, the CFO directly held 83,882 shares of Chipotle common stock.

Insider Trade Summary

Net Seller: 9,276 shares

Net Sell 1 txn

Insider Rymer Adam T

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	common stock F1	9,276	$35.29	$327K

Holdings After Transaction: common stock — 83,882 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: 9,276 shares Per-share value for withholding: $35.29 per share Shares owned after transaction: 83,882 shares

3 metrics

Shares withheld for tax liability 9,276 shares Common stock withheld on 2026-08-22 for tax liability on RSU vesting

Per-share value for withholding $35.29 per share Reported price per share for the 9,276 withheld CMG shares

Shares owned after transaction 83,882 shares Direct CMG common stock holdings of CFO after the transaction

Key Terms

restricted stock unit award, tax liability, withheld to satisfy

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 liability financial

"shares withheld to satisfy the reporting person's tax liability"

withheld to satisfy financial

"Represents shares withheld to satisfy the reporting person's tax liability"

FAQ

What insider transaction did CMG CFO Adam T. Rymer report on this Form 4?

Adam T. Rymer reported a code F transaction in Chipotle Mexican Grill Inc. common stock, where 9,276 shares were withheld on 2026-08-22 to cover his tax liability related to a restricted stock unit award vesting.

Was the CMG Form 4 transaction a market sale or a tax-withholding event?

The Form 4 shows a tax-withholding event, not an open-market sale. Shares were withheld to satisfy the reporting person’s tax liability upon vesting and settlement of a restricted stock unit award, as described in the footnote.

How many CMG shares were involved in Adam T. Rymer’s tax-withholding transaction?

The transaction involved 9,276 shares of Chipotle Mexican Grill Inc. common stock, which were withheld to cover the reporting person’s tax liability upon restricted stock unit vesting.

At what price per share were the CMG shares valued in this Form 4 transaction?

The shares in the Form 4 transaction were valued at $35.29 per share, as reported for the tax-withholding disposition of 9,276 shares of Chipotle common stock.

How many CMG shares does the CFO hold after this reported transaction?

Following the tax-withholding transaction, the CFO, Adam T. Rymer, is reported to directly own 83,882 shares of Chipotle Mexican Grill Inc. common stock.

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

The filing’s Rule 10b5-1 checkbox is not affirmed for this transaction (aff_10b5_one is false), and the footnote describes it as shares withheld for tax liability upon RSU vesting, not as a trade under a pre-arranged trading plan.

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 - 09:10 AM Accepted by SEC EDGAR 08/25/2026 - 09:09 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^*

Rymer Adam T

(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 Financial 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		9,276(1)	D	$35.29	83,882	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)