Chipotle (CMG) HR chief reports 9,030 shares withheld for RSU tax payment

Rhea-AI Filing Summary

Chipotle Mexican Grill Inc. officer reports stock withheld for taxes. The company’s Chief Human Resources Officer filed a Form 4 disclosing that on 11/29/2025, 9,030 shares of Chipotle common stock were disposed of at $34.03 per share in a transaction coded “F,” which indicates shares were withheld to cover tax obligations upon vesting of a restricted stock unit award. Following this transaction, the officer directly beneficially owned 75,411 shares of Chipotle common stock and indirectly owned 50 additional shares held by her son.

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^*

Eskenazi Ilene

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

SUITE 1100

(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 Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2025

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	11/29/2025		F		9,030(1)	D	$34.03	75,411	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. 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 filed herewith	12/01/2025
	** 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 Chief Human Resources Officer reported the disposition of 9,030 shares of Chipotle common stock on 11/29/2025 in a transaction coded “F,” which reflects shares withheld to satisfy tax obligations upon vesting of a restricted stock unit.

At what price were the Chipotle (CMG) shares reported as disposed of?

The Form 4 shows the 9,030 shares of Chipotle common stock were disposed of at a price of $34.03 per share in the tax-withholding transaction.

How many Chipotle (CMG) shares does the officer own after this transaction?

After the reported transaction, the officer beneficially owns 75,411 shares of Chipotle common stock directly and 50 shares indirectly, which are held by her son.

What does transaction code "F" mean in this Chipotle (CMG) Form 4?

Transaction code “F” indicates that shares were withheld by the issuer to satisfy the reporting person’s tax payment obligation upon the vesting of a restricted stock unit award, rather than an open-market sale.

Who is the reporting person in this Chipotle (CMG) Form 4 and what is their role?

The reporting person is an officer of Chipotle Mexican Grill Inc., serving as Chief Human Resources Officer, and is required to report transactions in the company’s equity securities.

Does this Chipotle (CMG) Form 4 involve any derivative securities?

The provided excerpt shows a blank Table II for derivative securities, indicating that no derivative securities were reported as acquired, disposed of, or beneficially owned in this particular filing.