Chipotle (NYSE: CMG) director transfers 1,000,000 shares to children’s trust

Rhea-AI Filing Summary

A director of Chipotle Mexican Grill, Inc. reported an internal reorganization of his holdings in the company’s common stock. On 12/11/2025, he moved 1,000,000 shares of Chipotle common stock out of his direct ownership and into a trust established for the benefit of his children, at a reported price of $0, indicating this was a non-cash, estate-planning type transfer. Following these transactions, he directly owns 861,932 shares and indirectly owns 2,362,500 shares through the trust. The filing notes that he disclaims beneficial ownership of the trust-held shares except to the extent of his pecuniary interest.

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

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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^*

Baldocchi Albert S

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CENTER DRIVE, SUITE 1400

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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	12/11/2025		J		1,000,000	D	$0(1)	861,932	D
common stock	12/11/2025		J		1,000,000	A	$0(1)	2,362,500(2)	I	Trust established for benefit of Children

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. Reflects a transaction pursuant to which the reporting person transferred ownership interests in an entity (the "LLC") to trusts established for the benefit of his children and grandchildren. The LLC holds shares of Chipotle common stock (the "Shares") and is controlled by the reporting person. The reporting person transferred the Shares to the LLC in a transaction exempt from reporting pursuant to Rule 16a-13.

2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

	/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 (CMG) report in this Form 4?

The filing reports that a director of Chipotle Mexican Grill, Inc. transferred 1,000,000 shares of Chipotle common stock from his direct ownership to a trust for the benefit of his children on 12/11/2025.

Was cash paid for the Chipotle (CMG) shares transferred in this Form 4?

No cash consideration was reported. The 1,000,000 Chipotle shares were transferred at a stated price of $0, indicating a non-cash transfer, likely for estate-planning purposes.

How many Chipotle (CMG) shares does the insider own after the reported transactions?

After the transactions, the reporting person directly owns 861,932 shares of Chipotle common stock and indirectly owns 2,362,500 shares through a trust established for the benefit of his children.

What is the relationship of the reporting person to Chipotle (CMG)?

The reporting person is a director of Chipotle Mexican Grill, Inc., as indicated in the relationship section of the Form 4.

How are the indirectly owned Chipotle (CMG) shares held after this Form 4?

The indirectly owned shares are held in a trust established for the benefit of the reporting person’s children and grandchildren, and the filing states he disclaims beneficial ownership except to the extent of his pecuniary interest.

Does the Chipotle (CMG) Form 4 indicate a sale of shares into the market?

No market sale is reported. The Form 4 shows a transfer of 1,000,000 shares between the reporting person’s direct holdings and a family trust, with a reported price of $0.