CMG Form 4: CFO Adam Rymer Disposes 8,528 Shares Related to RSU Vesting

Rhea-AI Filing Summary

Adam T. Rymer, identified as Chief Financial Officer of Chipotle Mexican Grill, reported a sale of 8,528 shares of Chipotle common stock on 08/22/2025 at a reported price of $42.91 per share. After this transaction he beneficially owned 76,603 shares. The filing includes an explanation that the shares sold "consist of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon vesting of a restricted stock unit," indicating the transaction relates to RSU vesting and related withholding. The form was signed on behalf of the reporting person by Helen Kaminski on 08/26/2025.

Positive

• Clear disclosure of transaction date, price, and post-transaction beneficial ownership
• Explanation provided that the disposition relates to restricted stock unit vesting and issuer withholding

Negative

• Insider disposition of 8,528 shares reduces the reporting person's holdings

Insights

Financial Analyst

TL;DR: Routine insider disposition tied to RSU vesting; reduces reported holdings but appears administrative rather than a market-timing sale.

The filing reports a single non-derivative disposition of 8,528 shares at $42.91, leaving 76,603 shares beneficially owned. The explanation states the shares were retained by the issuer to satisfy the reporting person's payment obligation on vesting of a restricted stock unit, which commonly results in a sale or withholding to cover taxes or payment obligations. From a financial perspective, this is a limited, clearly documented change in insider holdings and does not on its face indicate a broader change in ownership strategy.

Corporate Governance Expert

TL;DR: Disclosure is complete for this transaction type; reporting follows Section 16 requirements and clarifies the RSU-related nature of the disposition.

The Form 4 indicates compliance with required insider reporting: the reporting person is identified as an officer (CFO), the transaction date, code and price are provided, and an explanatory footnote clarifies the nature of the transaction as related to RSU vesting and issuer withholding. This level of detail supports transparency for shareholders and regulators. No other governance issues or joint filings are indicated.

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^*

Rymer Adam T

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CTR DR, 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 Financial 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		8,528(1)	D	$42.91	76,603	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 Chipotle CFO Adam T. Rymer report on Form 4 (CMG)?

The Form 4 reports a disposition of 8,528 shares of Chipotle common stock on 08/22/2025 at a price of $42.91 per share.

How many Chipotle (CMG) shares does the reporting person own after the reported transaction?

After the reported disposition the reporting person beneficially owned 76,603 shares of Chipotle common stock.

Why were the shares disposed according to the filing?

The filing explains the shares consist of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon vesting of a restricted stock unit.

Who signed the Form 4 for Adam T. Rymer and when?

The Form 4 is signed on behalf of the reporting person by Helen Kaminski on 08/26/2025.

What role does Adam T. Rymer have at Chipotle as indicated on the form?

The form identifies Adam T. Rymer as an Officer with the title Chief Financial Officer.