Chipotle GC Reports 30,298-Share RSU Settlement on Form 4

Rhea-AI Filing Summary

Roger E. Theodoredis, Chief Legal Officer and General Counsel of Chipotle Mexican Grill, Inc. (CMG), reported a transaction dated 08/22/2025 on a Form 4. The filing shows a disposition of 30,298 shares of common stock at a price of $42.91 per share, leaving 79,517 shares beneficially owned after the transaction. The filing explains these shares consisted of company shares retained by Chipotle to satisfy the reporting person's payment obligation upon vesting of a restricted stock unit. The Form 4 was signed under power of attorney on 08/26/2025.

Positive

• Timely disclosure of the insider transaction on a Form 4, showing compliance with reporting rules
• Explanation provided that the disposition was related to restricted stock unit settlement, clarifying the nature of the transaction

Negative

• Insider disposition of 30,298 shares could reduce the reporting person's stake, which investors may view unfavorably absent context

Insights

Financial Analyst

TL;DR: Insider disposed of 30,298 shares via RSU settlement; transaction appears to be tax/vesting-related, not a new open-market sale.

The filing records a disposition tied to restricted stock unit vesting rather than an active sales program. The sale price of $42.91 establishes the realized proceeds per share for this event and the reporting person retains 79,517 shares after the transaction. For investors, this is a routine executive-level equity settlement; it reduces the executive's direct stake but does not itself indicate change in compensation policy or corporate strategy. Materiality is limited absent additional context on total outstanding insider holdings or planned further sales.

Corporate Governance Expert

TL;DR: Transaction is an RSU-related disposition recorded on Form 4; governance implications are routine but warrant monitoring if similar sales recur.

The disclosure complies with Section 16 reporting requirements and includes an explanation that shares were retained by the company to satisfy payment obligations upon RSU vesting. This pattern is consistent with standard post-vesting tax withholding or settlement practices. While a single event of this nature is common, governance watchers should note frequency and scale of executive disposals relative to total holdings to assess alignment incentives.

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

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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^*

Theodoredis Roger E

(Last) (First) (Middle)

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)
	Chief Legal Officer & GC

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		30,298(1)	D	$42.91	79,517	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 CMG insider Roger E. Theodoredis sell on 08/22/2025?

The Form 4 reports a disposition of 30,298 shares of Chipotle common stock at $42.91 per share on 08/22/2025.

How many CMG shares does the reporting person own after the transaction?

The filing shows the reporting person beneficially owned 79,517 shares following the reported transaction.

Why were the 30,298 CMG shares disposed of?

The Form 4 explains the shares consisted of company stock retained by Chipotle to satisfy the reporting person's payment obligation upon restricted stock unit vesting.

What is the reporting person's role at CMG?

The reporting person is listed as Chief Legal Officer & General Counsel of Chipotle Mexican Grill, Inc.

When was the Form 4 signed and filed?

The signature block shows the Form 4 was signed under power of attorney on 08/26/2025.