Chipotle (CMG) officer reports 93,000 SOSARs exercise and stock sale in Form 4

Rhea-AI Filing Summary

Chipotle Mexican Grill executive reports stock option activity and share sale. The President, Chief Strategy & Technology Officer exercised 93,000 stock-only stock appreciation rights (SOSARs) for Chipotle common stock at an exercise price of $11.6554 per share on 12/01/2025, receiving 93,000 shares.

To cover payment obligations tied to the SOSAR exercise, 31,108 shares of common stock were retained by Chipotle. The executive also sold 61,892 shares of common stock on 12/01/2025 at a weighted-average price of $34.669 per share, with individual sales ranging from $34.62 to $34.845 per share.

After these transactions, the executive beneficially owned 360,252 shares following the withholding transaction and 298,360 shares after the sale, held directly. Following the exercise, 186,100 derivative securities (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

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^*

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)
12/01/2025

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	12/01/2025		M		93,000	A	$11.6554	391,360	D
common stock	12/01/2025		F		31,108(1)	D	$34.84	360,252	D
common stock	12/01/2025		S		61,892	D	$34.669(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	12/01/2025		M			93,000	02/08/2021(3)	02/08/2026	common stock	93,000	$0	186,100	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 $34.62 to $34.845 per share. 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	12/02/2025
	** 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 President, Chief Strategy & Technology Officer of Chipotle Mexican Grill (CMG) exercised 93,000 stock-only stock appreciation rights (SOSARs) into common stock on 12/01/2025 and reported related share withholding and a stock sale.

How many Chipotle (CMG) shares did the executive sell and at what price?

The executive sold 61,892 shares of Chipotle common stock on 12/01/2025 at a weighted-average price of $34.669 per share, with actual prices ranging from $34.62 to $34.845 per share.

How many Chipotle (CMG) shares were withheld to cover obligations on the SOSAR exercise?

31,108 shares of Chipotle common stock were retained by Chipotle to satisfy the reporting person's payment obligation in connection with the exercise of the stock-only stock appreciation right.

What is the exercise price and terms of the Chipotle (CMG) SOSARs involved?

The 2019 SOSARs had an exercise price of $11.6554 per share. They became exercisable in equal amounts on the second and third anniversaries of the grant date of 02/08/2021 and are scheduled to expire on 02/08/2026.

How many Chipotle (CMG) shares and derivative securities does the executive own after these transactions?

After the reported transactions, the executive beneficially owned 298,360 shares of Chipotle common stock directly and 186,100 derivative securities (SOSARs) tied to Chipotle common stock.

What is the executive’s role at Chipotle (CMG) mentioned in this Form 4?

The reporting person is an officer of Chipotle Mexican Grill, Inc. with the title President, Chief Strategy & Technology Officer.