Adam T. Rymer - Oct 1, 2024 Form 3 Insider Report for CHIPOTLE MEXICAN GRILL INC (CMG)

Role: Chief Financial Officer
Signature: /s/ Helen Kaminski, pursuant to power of attorney filed herewith
Stock symbol: CMG
Transactions as of: Oct 1, 2024
Transactions value $: $0
Form type: 3
Date filed: 10/8/2024, 04:19 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CMG	common stock						81.5K	Oct 1, 2024	Direct	F1

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

Type	Sym	Class	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CMG	2021 SOSARs	Oct 1, 2024	common stock	25.5K	$29.59	Direct	F2
holding	CMG	2022 SOSAR	Oct 1, 2024	common stock	29.9K	$31.56	Direct	F2
holding	CMG	2023 SOSAR	Oct 1, 2024	common stock	29K	$32.14	Direct	F2
holding	CMG	2024 SOSAR	Oct 1, 2024	common stock	20.8K	$52.77	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Includes a retention award of restricted stock units (RSUs) for 56,128 shares granted on August 22, 2024 that will vest one-third on the first, second and third anniversaries of the grant date. Also includes a promotion RSU for 13,119 shares granted on October 1, 2024 that will vest vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. Both RSUs are subject to the reporting person's continued employment with the Company and are subject to possible acceleration of vesting.
F2	The stock appreciation right (SOSAR) vests in equal amounts on the second and third anniversaries of the grant date, subject to continued employment with the Company and possible acceleration of vesting. Upon exercise, the SOSAR settles in common stock on a 1-to-1 basis.

Content

Includes a retention award of restricted stock units (RSUs) for 56,128 shares granted on August 22, 2024 that will vest one-third on the first, second and third anniversaries of the grant date. Also includes a promotion RSU for 13,119 shares granted on October 1, 2024 that will vest vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. Both RSUs are subject to the reporting person's continued employment with the Company and are subject to possible acceleration of vesting.

The stock appreciation right (SOSAR) vests in equal amounts on the second and third anniversaries of the grant date, subject to continued employment with the Company and possible acceleration of vesting. Upon exercise, the SOSAR settles in common stock on a 1-to-1 basis.