Chipotle director granted 6,880 CMG shares

WINSTON MARY A reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

WINSTON MARY A reported acquisition or exercise transactions in this Form 4 filing.

Chipotle Mexican Grill director Mary A. Winston reported a stock award that increased her direct holdings. She received 6,880 shares of common stock on June 11, 2026 as a grant under the Chipotle Mexican Grill, Inc. 2022 Stock Incentive Plan, compensating her board service from June 2026 through May 2027. The shares are freely tradeable on the grant date and are not an open-market purchase. Following this award, she directly owns 37,682 shares of Chipotle common stock.

Insider Trade Summary

Grant/Award: 6,880 shares

Grant/Award 1 txn

Insider WINSTON MARY A

Role Director

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

Holdings After Transaction: common stock — 37,682 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares granted: 6,880 shares Award value per share: $31.25 per share Shares owned after transaction: 37,682 shares +1 more

4 metrics

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

Award value per share $31.25 per share Reported grant value for common stock

Shares owned after transaction 37,682 shares Mary A. Winston direct holdings post-grant

Transaction type Grant/award acquisition (Code A) Non-derivative common stock, compensation grant

Key Terms

2022 Stock Incentive Plan, Grant, award, or other acquisition, common stock, Form 4

4 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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CMG director Mary A. Winston report?

Mary A. Winston reported receiving 6,880 Chipotle common shares as a stock award. The grant was issued under the 2022 Stock Incentive Plan as compensation for her board service from June 2026 through May 2027 and is not an open-market purchase.

How many Chipotle (CMG) shares does Mary A. Winston hold after this Form 4?

After the reported stock award, Mary A. Winston directly holds 37,682 Chipotle common shares. This total reflects the addition of 6,880 shares granted as director compensation under the company’s 2022 Stock Incentive Plan for the June 2026–May 2027 service period.

At what price was Mary A. Winston’s Chipotle stock award valued on the Form 4?

The 6,880-share stock award to Mary A. Winston was valued at $31.25 per share in the Form 4. This value is a reporting figure for the award under the 2022 Stock Incentive Plan, rather than an open-market transaction price.

Is Mary A. Winston’s CMG Form 4 transaction a market purchase or a compensation grant?

The transaction is a compensation grant, not a market purchase. The Form 4 classifies it as a grant or award acquisition of 6,880 common shares under Chipotle’s 2022 Stock Incentive Plan for her director service from June 2026 through May 2027.

Are Mary A. Winston’s newly granted Chipotle shares subject to trading restrictions?

The 6,880 shares granted to Mary A. Winston are freely tradeable on the date of grant. This comes from the company’s 2022 Stock Incentive Plan and compensates her service as a Chipotle director covering June 2026 through May 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 07:33 PM EDT 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^*

WINSTON MARY A

(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	37,682	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)