Chipotle (CMG) director granted 6,880 shares as board compensation

Rhea-AI Filing Summary

Maw Scott Harlan reported acquisition or exercise transactions in this Form 4 filing.

Chipotle Mexican Grill director Scott Harlan Maw received a stock grant as board compensation. He was awarded 6,880 shares of common stock at $31.25 per share under the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan for service from June 2026 through May 2027. Following this grant, he directly holds 49,452 shares. The shares are freely tradeable on the grant date and represent compensation, not an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Maw Scott Harlan

Role null

Type	Security	Shares	Price	Value
Grant/Award	common stock	6,880	$31.25	$215K

Holdings After Transaction: common stock — 49,452 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 6,880 shares Grant price: $31.25 per share Total holdings after grant: 49,452 shares +1 more

4 metrics

Shares granted 6,880 shares Stock grant to director on June 11, 2026

Grant price $31.25 per share Common stock grant under 2022 Stock Incentive Plan

Total holdings after grant 49,452 shares Director Scott Harlan Maw direct ownership following transaction

Service period covered June 2026–May 2027 Board service period compensated by this stock grant

Key Terms

2022 Stock Incentive Plan, Grant, award, or other acquisition, common stock

3 terms

2022 Stock Incentive Plan financial

"received shares of common stock under the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan as compensation"

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

common stock financial

"The reporting person received shares of common stock under the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Maw Scott Harlan

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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	06/11/2026		A		6,880(1)	A	$31.25	49,452	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. The reporting person received shares of common stock under the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan as compensation for the reporting person's service as a director from June 2026 through May 2027. The shares are freely tradeable on the date of grant.

	/s/ Lauren Assaf-Holmes, pursuant to power of attorney filed herewith	06/12/2026
	** 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)

FAQ

What insider transaction did Chipotle (CMG) report for director Scott Harlan Maw?

Chipotle reported that director Scott Harlan Maw received 6,880 shares of common stock as a stock grant. The award was made as compensation for his board service from June 2026 through May 2027 under the company’s 2022 Stock Incentive Plan.

How many Chipotle (CMG) shares were granted to Scott Harlan Maw and at what price?

Scott Harlan Maw was granted 6,880 shares of Chipotle common stock at $31.25 per share. These shares were issued as a compensation award under the 2022 Stock Incentive Plan for his upcoming term of board service.

What is Scott Harlan Maw’s Chipotle (CMG) shareholding after this Form 4 transaction?

After the grant, Scott Harlan Maw directly holds 49,452 shares of Chipotle common stock. This total reflects the newly received 6,880-share award added to his prior holdings, as disclosed in the Form 4 filing.

Was the Chipotle (CMG) stock grant to Scott Harlan Maw an open-market purchase?

No, the transaction was not an open-market purchase. The 6,880 shares were granted to Scott Harlan Maw as compensation for his service as a director under Chipotle’s 2022 Stock Incentive Plan, rather than being bought on the open market.

What period of service does Scott Harlan Maw’s Chipotle (CMG) stock grant cover?

The stock grant compensates Scott Harlan Maw for board service from June 2026 through May 2027. The filing notes that the shares were issued under the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan specifically for this director service period.

Are Scott Harlan Maw’s newly granted Chipotle (CMG) shares subject to trading restrictions?

The filing states that the shares are freely tradeable on the date of grant. This means Scott Harlan Maw is not restricted by additional company-imposed vesting conditions on this award, beyond normal securities law requirements.