Brian R. Niccol - 21 Nov 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
Issuer symbol: CMG
Transactions as of: 21 Nov 2023
Net transactions value: -$4,264,372
Form type: 4
Filing time: 21 Nov 2023, 16:18:49 UTC
Previous filing: 02 Nov 2023
Next filing: 01 Dec 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CMG	common stock	Options Exercise	$1,536,764	+2,637	+11%	$582.77	25,984	21 Nov 2023	Direct
transaction	CMG	common stock	Tax liability	$1,537,730	-699	-2.7%	$2199.90	25,285	21 Nov 2023	Direct	F1
transaction	CMG	common stock	Sale	$4,263,406	-1,938	-7.7%	$2199.90	23,347	21 Nov 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	2019 SOSARs	Options Exercise	$0	-2,637	-25%	$0.000000	7,912	21 Nov 2023	common stock	2,637	$582.77	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 rights (SOSAR).
F2	The SOSAR exercise and sales were 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 SOSAR vested in equal amounts on the second and third anniversaries of the grant date, subject to possible acceleration of vesting.