Curtis Garner Sells 41,372 CMG Shares; Holdings Now 298,360

Rhea-AI Filing Summary

Chipotle Mexican Grill insider transaction: Curtis E. Garner, President, Chief Strategy & Technology Officer, reported a sale of 41,372 shares of Chipotle common stock on 08/22/2025 at a price of $42.91 per share. After the transaction, Mr. Garner beneficially owned 298,360 shares. The filing notes those 41,372 shares consisted of company-retained shares to satisfy the reporting person’s payment obligation upon vesting of a restricted stock unit. The Form 4 was signed by Helen Kaminski pursuant to a previously filed power of attorney on 08/26/2025.

Positive

• Disclosure completed: Form 4 timely reports the insider transaction and post-transaction holdings
• Transaction tied to RSU settlement, indicating the sale was to satisfy a payment obligation rather than an open-market trading decision

Negative

• Insider holdings reduced: 41,372 shares disposed, lowering beneficial ownership to 298,360 shares
• No Rule 10b5-1 designation is indicated on the form for this transaction

Insights

Financial Analyst

TL;DR: Insider sold 41,372 shares at $42.91, reducing holdings to 298,360; transaction arose from RSU vesting.

The disposal is reported as a non-derivative sale tied to restricted stock unit settlement, indicating the reporting person satisfied a tax or payment obligation by surrendering 41,372 shares. The per-share price of $42.91 and the post-transaction ownership level are explicitly disclosed. This is a routine, non-derivative insider transaction rather than an open-market discretionary sale plan disclosed under Rule 10b5-1.

Corporate Governance Expert

TL;DR: Transaction appears procedural—shares retained by issuer to meet RSU payment obligations; Form 4 filed via POA.

The filing documents a common RSU settlement mechanism where the company retains shares to satisfy the recipient’s payment obligation. The use of a previously filed power of attorney for signature is routine. No derivative transactions, new grants, or Rule 10b5-1 plan claims are asserted in this Form 4.

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^*

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)
08/22/2025

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	08/22/2025		F		41,372(1)	D	$42.91	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

Explanation of Responses:

1. Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon vesting of a restricted stock unit.

	/s/ Helen Kaminski, pursuant to power of attorney previously filed	08/26/2025
	** 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 did Curtis E. Garner report on the Form 4 for CMG?

He reported a sale of 41,372 shares of Chipotle common stock on 08/22/2025 at $42.91 per share, leaving him with 298,360 shares beneficially owned.

Why were the 41,372 shares disposed according to the filing?

The filing states the shares consist of shares retained by Chipotle to satisfy the reporting person’s payment obligation upon vesting of a restricted stock unit.

Was the Form 4 signed directly by the reporting person?

No; the signature block shows the form was signed by Helen Kaminski pursuant to a power of attorney on 08/26/2025.

Does the Form 4 indicate the transaction was under a 10b5-1 trading plan?

No; the filing does not check or state that the transaction was made pursuant to a Rule 10b5-1 plan.

What type of security was involved in the reported transaction?

The reported transaction involved common stock of Chipotle Mexican Grill, Inc.