R. Niccol - Mar 13, 2023 Form 4 Insider Report for CHIPOTLE MEXICAN GRILL INC (CMG)

Role: Chairman, CEO, Director
Signature: /s/ Helen Kaminski, pursuant to power of attorney previously filed
Stock symbol: CMG
Transactions as of: Mar 13, 2023
Transactions value $: -$1,523,861
Form type: 4
Date filed: 3/14/2023, 04:16 PM
Previous filing: Feb 16, 2023
Next filing: Apr 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CMG	common stock	Options Exercise	$535K	+1.34K	+5.72%	$400.20	24.7K	Mar 13, 2023	Direct
transaction	CMG	common stock	Tax liability	-$535K	-345	-1.4%	$1,550.71	24.3K	Mar 13, 2023	Direct	F1
transaction	CMG	common stock	Sale	-$1.52M	-991	-4.07%	$1,537.37	23.3K	Mar 13, 2023	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CMG	2018 Inducement SOSAR	Options Exercise	$0	-1.34K	-9.09%	$0.00	13.4K	Mar 13, 2023	common stock	1.34K	$400.20	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon exercise of the stock appreciation right.
F2	This stock sale was executed under the terms of a Sales Plan intended to comply with Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended.
F3	The stock appreciation right vested in three equal installments on each of the first three anniversaries of the grant date, subject to the reporting person's continued employment through the applicable vest date.