Vanguard (NYSE: CMG) reports 97.6M shares, 7.49% stake disclosed

Rhea-AI Filing Summary

Vanguard Capital Management reported beneficial ownership of 97,627,456 shares of Chipotle Mexican Grill Inc Common Stock, representing 7.49% of the class as of 03/31/2026. The filing shows sole voting power over 12,954,134 shares and sole dispositive power over 97,627,456 shares. The report is signed by Ashley Grim on 04/29/2026 and discloses that the position includes securities held for Vanguard funds and managed accounts.

Insights

Institutional Ownership Analyst

Vanguard holds a sizable passive stake in CMG with clear dispositive authority.

Vanguard Capital Management reports beneficial ownership of 97,627,456 shares (7.49%) as of 03/31/2026, with sole dispositive power over the same amount and sole voting power over 12,954,134 shares. The filing is a Schedule 13G disclosure consistent with passive institutional ownership reporting.

Ownership is reported on behalf of Vanguard funds and managed accounts; cash‑flow treatment and intended trading activity are not stated in the excerpt. Subsequent Form 13D or amended 13G filings would be required if control intentions change.

Governance Specialist

Voting vs dispositive split matters for shareholder influence.

The filing distinguishes sole voting power 12,954,134 from sole dispositive power 97,627,456, indicating Vanguard can direct sales for substantially more shares than it can vote directly. This pattern is common where asset managers control holdings across multiple client accounts.

Watch for any amendments or scheduling changes that disclose coordinated voting arrangements or shifts from passive to active ownership.

Key Figures

Report date: 03/31/2026 Beneficially owned: 97,627,456 shares Percent of class: 7.49% +4 more

7 metrics

Report date 03/31/2026 Beneficial ownership as of this date

Beneficially owned 97,627,456 shares Amount beneficially owned reported on Schedule 13G

Percent of class 7.49% Percent of Chipotle common stock class

Sole voting power 12,954,134 shares Shares with sole power to vote

Sole dispositive power 97,627,456 shares Shares with sole power to dispose

Signing date 04/29/2026 Signature date on the filing by Ashley Grim

CUSIP 169656105 CUSIP for Chipotle Common Stock

Key Terms

Beneficially owned, Sole dispositive power, Schedule 13G, Investment Company Act of 1940

4 terms

Beneficially owned regulatory

"This reflects the securities beneficially owned, or deemed to be beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 97627456"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13G regulatory

"Item 1. | (a) | Name of issuer: Chipotle Mexican Grill Inc"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Investment Company Act of 1940 regulatory

"A listing of the shareholders of an investment company registered under the Investment Company Act of 1940"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Chipotle Mexican Grill Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

169656105

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 169656105

1

Names of Reporting Persons

Vanguard Capital Management

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 12,954,134.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 97,627,456.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

97,627,456.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.49 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Capital Management LLC and the following affiliates of Vanguard Capital Management LLC or business divisions of such affiliates: Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Capital Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Capital Management LLC, or business divisions of such subsidiaries, whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Chipotle Mexican Grill Inc
(b)	Address of issuer's principal executive offices: 610 Newport Center Drive, Suite 1400, Newport Beach, CA, 92660
Item 2.
(a)	Name of person filing: Vanguard Capital Management
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd,, Malvern, PA, 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 169656105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 97627456
(b)	Percent of class: 7.49 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 12954134
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 97627456
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Vanguard Capital Management, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Vanguard Capital Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	04/29/2026

FAQ

How many Chipotle (CMG) shares does Vanguard Capital Management report owning?

Vanguard Capital Management reports beneficial ownership of 97,627,456 shares of Chipotle Common Stock as of 03/31/2026. The filing states this position represents 7.49% of the class and is reported on Schedule 13G.

What voting and dispositive powers does Vanguard report for CMG?

The filing shows sole voting power over 12,954,134 shares and sole dispositive power over 97,627,456 shares as of 03/31/2026. Shared voting and dispositive powers are reported as zero.

When was the Schedule 13G for CMG signed and by whom?

The Schedule 13G is signed by Ashley Grim, Head of Global Fund Administration, on 04/29/2026. The filing names Vanguard Capital Management as the reporting person and lists the effective ownership date as 03/31/2026.

Does the filing say Vanguard is an active controller of CMG?

The filing is a Schedule 13G reporting passive institutional ownership of 97,627,456 shares (7.49%). It does not state an intent to control; no Form 13D-level control claim appears in the provided excerpt.

Are these shares held for Vanguard funds or other accounts?

Yes. The filing states the shares include securities held by Vanguard funds and managed accounts over which Vanguard Capital Management or its affiliates exercise dispositive power, per the disclosure in the Schedule 13G.