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

Rhea-AI Filing Summary

Chipotle Mexican Grill, Inc. (CMG) – Form 4 insider transaction

On 06/25/2025, Curtis E. Garner, Chipotle’s President, Chief Strategy & Technology Officer, reported the sale of 63,000 shares of common stock. The transaction was executed at a weighted-average price of $55.1402 per share, with actual sales prices ranging from $55.00 to $55.31. Following the sale, Garner’s direct beneficial ownership stands at 355,482 CMG shares.

The filing indicates a “S” (sale) transaction code and does not reference any derivative security activity. No Rule 10b5-1 trading plan box was checked, suggesting the trade was made outside a pre-arranged plan. The report was signed on 06/30/2025 by attorney-in-fact Helen Kaminski.

• Reporting person: Curtis E. Garner (Officer – President, Chief Strategy & Technology Officer)
• Shares sold: 63,000
• Average price: $55.1402 (range $55.00 – $55.31)
• Shares remaining: 355,482 (direct ownership)
• Form filed individually, not jointly

Investors typically watch insider sales closely, as they can signal executive sentiment or liquidity needs. However, the form does not disclose the percentage of total ownership sold, any specific rationale for the sale, or whether the trade was made under a pre-existing plan, limiting definitive interpretation of motive or materiality.

Positive

• Executive retains 355,482 shares, maintaining a significant ownership position and continued alignment with shareholder interests.

Negative

• Sale of 63,000 shares by a senior officer may be perceived as a negative sentiment signal.
• No Rule 10b5-1 plan disclosed, offering limited transparency into trading intent.

Insights

Financial Analyst

TL;DR: Large executive sale of 63k CMG shares; modest negative signal, but seller retains sizable stake.

Garner’s disposal of 63,000 shares at ~$55.14 realises roughly $3.47 million in proceeds. Although insider selling is common, a transaction of this magnitude typically attracts attention, especially when no 10b5-1 plan is cited. The remaining holding of 355,482 shares indicates continued alignment with shareholders, mitigating concerns of a full exit. From a valuation perspective, the sale volume is small relative to Chipotle’s overall float, so market impact should be limited. Still, repeated or larger-scale disposals could strengthen a negative narrative around executive confidence.

Corporate Governance Expert

TL;DR: Insider sale without 10b5-1 plan raises mild governance red flag but not materially impactful alone.

The absence of a disclosed Rule 10b5-1 trading plan reduces transparency and opens the trade to scrutiny under governance best practices. Nonetheless, the officer’s remaining 355k-plus shares shows ongoing skin in the game, supporting long-term alignment. As a single event, the filing is not materially impactful to ownership structure or control, yet boards often monitor cumulative sales to ensure they do not conflict with incentive programs or send unintended market signals.

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).

X

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^*

Garner Curtis E

(Last) (First) (Middle)

C/O 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)
	Pres, Chief Strgy & Tech Off

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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	06/25/2025		S		63,000	D	$55.1402(1)	355,482	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. Reflects a weighted-average price. Actual sales prices ranged from $55.00 to 55.31 per share. For each transaction on this Form 4 that is reported at a weighted average price, the reporting person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.

	/s/ Helen Kaminski, pursuant to power of attorney previously filed	06/30/2025
	** 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

How many CMG shares did Curtis E. Garner sell?

He sold 63,000 shares of Chipotle common stock.

What was the average sale price reported in the Form 4?

The weighted-average price was $55.1402, with prices ranging between $55.00 and $55.31.

How many CMG shares does the officer still own after the sale?

Garner directly holds 355,482 shares following the transaction.

Was the transaction executed under a Rule 10b5-1 trading plan?

No. The filing did not check the box indicating a Rule 10b5-1(c) plan.

When was the Form 4 signed and filed?

The document was signed on 06/30/2025 by attorney-in-fact Helen Kaminski.