[Form 4] Chipotle Mexican Grill, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jamie McConnell, Chief Accounting & Admin Officer of Chipotle Mexican Grill (CMG), reported a sale of company stock. On 08/22/2025 the reporting person disposed of 4,639 shares of common stock at a price of $42.91 per share, leaving 23,425 shares beneficially owned after the transaction. The Form 4 states the disposed shares relate to shares retained by Chipotle to satisfy the reporting person's payment obligation upon vesting of a restricted stock unit.

The filing is administrative in nature: it documents an insider sale tied to RSU vesting rather than an open-market discretionary sale, and the Form 4 was signed by a power of attorney on 08/26/2025.

Positive

• Transaction disclosed as required under Section 16, providing transparency on insider holdings
• Disposition is tied to RSU vesting, indicating a compensation-related settlement rather than a discretionary sale

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider sold shares tied to RSU vesting; transaction documents compensation-related disposition, not a new equity grant.

The sale of 4,639 shares at $42.91 per share appears to be a mechanical disposition to satisfy tax or payment obligations associated with vested restricted stock units, as the filing explicitly states. This transaction reduces the reporting person's direct holdings to 23,425 shares. From a disclosure perspective, the Form 4 provides the required transparency about insider stock movements; there is no additional information in the filing about timing beyond the single 08/22/2025 transaction or any change in officer role.

Corporate Governance Expert

TL;DR: Filing is routine disclosure of RSU-related share retention and satisfies Section 16 reporting requirements.

The explanation that shares were retained by the company to satisfy the reporting person's payment obligation upon RSU vesting indicates a compensation-related disposition rather than a discretionary sale. The Form 4 lists the reporter's title as Chief Accounting & Admin Officer and is signed via power of attorney, meeting Form 4 procedural norms. The filing contains no indications of unusual governance events or departures.

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

X

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^*

McConnell Jamie

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CTR 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 Accountg & Admin Officer

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		4,639(1)	D	$42.91	23,425	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 transaction did Jamie McConnell report on Form 4 for CMG?

The report shows a disposition of 4,639 shares on 08/22/2025 at $42.91 per share.

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

The reporting person beneficially owned 23,425 shares following the reported transaction.

Why were the 4,639 shares disposed of 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.

When was the Form 4 signed and by whom?

The Form 4 was signed by Helen Kaminski pursuant to power of attorney on 08/26/2025.