Chipotle (NYSE: CMG) legal chief keeps 76,020 shares after tax withholding

Rhea-AI Filing Summary

CHIPOTLE MEXICAN GRILL INC (CMG) reported that Chief Legal and HR Officer Ilene Eskenazi had 19,701 shares of common stock withheld on 2026-08-22 to satisfy tax liability upon vesting and settlement of a restricted stock unit award, at a reported value of $35.29 per share. After this tax-withholding disposition, she held 76,020 CMG shares directly and an additional 50 shares indirectly held by her son.

Insider Trade Summary

Net Seller: 19,701 shares

Net Sell 2 txns

Insider Eskenazi Ilene

Role Chief Legal and HR Officer

Type	Security	Shares	Price	Value
Tax Withholding	common stock F1	19,701	$35.29	$695K
holding	common stock	--	--	--

Holdings After Transaction: common stock — 76,020 shares (Direct); common stock — 50 shares (Indirect, Held by son)

Footnotes (1)

1. F1. Represents shares withheld to satisfy the reporting person's tax liability upon vesting and settlement of a restricted stock unit award.

Key Figures

Shares withheld for taxes: 19,701 shares of common stock Reported per-share value: $35.29 per share Direct holdings after transaction: 76,020 shares of common stock +1 more

4 metrics

Shares withheld for taxes 19,701 shares of common stock Withheld on 2026-08-22 to satisfy tax liability on RSU vesting

Reported per-share value $35.29 per share Value used for the 19,701 withheld shares

Direct holdings after transaction 76,020 shares of common stock Direct ownership by Ilene Eskenazi following the tax-withholding event

Indirect holdings after transaction 50 shares of common stock Indirect ownership reported as held by her son

Key Terms

restricted stock unit, withheld to satisfy the reporting person's tax liability, indirect

3 terms

restricted stock unit financial

"upon vesting and settlement of a restricted stock unit award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

withheld to satisfy the reporting person's tax liability financial

"Represents shares withheld to satisfy the reporting person's tax liability"

indirect financial

"Indirect ownership type marked as I, nature "Held by son""

FAQ

What transaction did CMG insider Ilene Eskenazi report on this Form 4?

Ilene Eskenazi reported a tax-withholding disposition of 19,701 CMG shares on 2026-08-22. The shares were withheld to satisfy her tax liability upon vesting and settlement of a restricted stock unit award.

At what value were the withheld CMG shares recorded for Ilene Eskenazi?

The 19,701 withheld CMG shares were recorded at a value of $35.29 per share in connection with satisfying Ilene Eskenazi’s tax liability upon RSU vesting.

How many CMG shares does Ilene Eskenazi hold after the reported transaction?

Following the tax-withholding transaction, Ilene Eskenazi held 76,020 CMG shares directly. She also had 50 CMG shares held indirectly, reported as held by her son.

Was the CMG Form 4 transaction by Ilene Eskenazi a market sale or a tax withholding?

The Form 4 transaction was a tax-withholding event, not an open-market sale. 19,701 shares were withheld to pay her tax liability upon vesting and settlement of a restricted stock unit award.

Does the CMG filing mention a Rule 10b5-1 trading plan for Ilene Eskenazi?

The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan, and the footnote describes the event as shares withheld for tax liability upon RSU vesting, not as trades under a 10b5-1 plan.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/25/2026 - 09:05 AM Accepted by SEC EDGAR 08/25/2026 - 09:05 AM 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^*

Eskenazi Ilene

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal and HR Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2026

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	08/22/2026		F		19,701(1)	D	$35.29	76,020	D
common stock								50	I	Held by son

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. Represents shares withheld to satisfy the reporting person's tax liability upon vesting and settlement of a restricted stock unit award.

	/s/ Lauren Assaf-Holmes, pursuant to power of attorney filed herewith	08/25/2026
	** 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)