Chipotle Mexican Grill Inc.

09/16/2025 | Press release | Distributed by Public on 09/16/2025 14:11

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bush Matthew R
2. Date of Event Requiring Statement (Month/Day/Year)
09/04/2025
3. Issuer Name and Ticker or Trading Symbol
CHIPOTLE MEXICAN GRILL INC [CMG]
(Last) (First) (Middle)
C/O CHIPOTLE MEXICAN GRILL, INC., 610 NEWPORT CENTER DR, SUITE 1100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Controller, PAO
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
NEWPORT BEACH, CA 92660
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
common stock 4,310(1) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
2022 SOSAR 02/10/2024(2) 02/10/2029 common stock 4,150 $31.56 D
2023 SOSAR 02/09/2025(2) 02/09/2030 common stock 3,650 $32.1382 D
2024 SOSAR 02/09/2026(2) 02/09/2031 common stock 3,350 $52.767 D
2025 SOSAR 02/07/2027(2) 02/07/2032 common stock 12,377 $57.27 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bush Matthew R
C/O CHIPOTLE MEXICAN GRILL, INC.
610 NEWPORT CENTER DR, SUITE 1100
NEWPORT BEACH, CA 92660
Controller, PAO

Signatures

/s/ Helen Kaminski, pursuant to power of attorney filed herewith 09/16/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes a restricted stock unit (RSU) with 600 unvested shares that was granted on February 9, 2023 and will be fully vested on February 9, 2026, and an RSU for 1,100 shares that was granted on February 9, 2024 and will vest 50% on each of the second and third anniversaries of the grant date.
(2) The stock appreciation right (SOSAR) vests 50% on each of the second and third anniversaries of the grant date, subject to continued employment with Chipotle and possible acceleration of vesting. Upon exercise, the SOSAR settles in shares of common stock on a 1-to-1 basis.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Chipotle Mexican Grill Inc. published this content on September 16, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 16, 2025 at 20:12 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]