Sec Form 3 Filing - Bush Matthew R @ CHIPOTLE MEXICAN GRILL INC - 2025-09-04

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bush Matthew R 2. Issuer Name and Ticker or Trading Symbol CHIPOTLE MEXICAN GRILL INC [ CMG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Controller, PAO (Last) (First) (Middle) C/O CHIPOTLE MEXICAN GRILL, INC., 610 NEWPORT CENTER DR, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 09/04/2025 (Street) NEWPORT BEACH, CA92660 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price common stock 4,310 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 2022 SOSAR $ 31.56 02/10/2024( 2 ) 02/10/2029 common stock 4,150 D 2023 SOSAR $ 32.1382 02/09/2025( 2 ) 02/09/2030 common stock 3,650 D 2024 SOSAR $ 52.767 02/09/2026( 2 ) 02/09/2031 common stock 3,350 D 2025 SOSAR $ 57.27 02/07/2027( 2 ) 02/07/2032 common stock 12,377 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, CA92660 Controller, PAO Signatures /s/ Helen Kaminski, pursuant to power of attorney filed herewith 09/16/2025 Signature of Reporting Person Date

Explanation of Responses:

( 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

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