SEC Form SC 13G/A filed by Chipotle Mexican Grill Inc. (Amendment)

2/14/24 10:02:59 AM ET

Restaurants

Consumer Discretionary

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SC 13G/A 1 cmg13gadec23.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) CHIPOTLE MEXICAN GRILL INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 169656105 (CUSIP NUMBER) December 31, 2023 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: [x] Rule 13d - 1(b) Rule 13d - 1(c) Rule 13d - 1(d) 1. Name of Reporting Person T. ROWE PRICE ASSOCIATES, INC. 52-0556948 2. Check the Appropriate Box if a Member of a Group NOT APPLICABLE 3. SEC Use Only 4. Citizenship or Place of Organization Maryland Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power* 1,143,874 6. Shared Voting Power* 0 7. Sole Dispositive Power* 2,446,956 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,123,914 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares NOT APPLICABLE 11. Percent of Class Represented by Amount in Row 9 4.1% 12. Type of Reporting Person IA *Any shares reported in Items 5 and 6 are also reported in Item 7. Item 1(a) Name of Issuer: CHIPOTLE MEXICAN GRILL INC Item 1(b) Address of Issuer's Principal Executive Offices: 610 NEWPORT CENTER DR, SUITE 1100, NEWPORT BEACH, CALIFORNIA 92660 Item 2(a) Name of Person(s) Filing: (1) T. ROWE PRICE ASSOCIATES, INC. (Price Associates) Item 2(b) Address of Principal Business Office: 100 E. Pratt Street, Baltimore, MD 21202 Item 2(c) Citizenship or Place of Organization: (1) Maryland Item 2(d) Title of Class of Securities: COMMON STOCK Item 2(e) Cusip Number: 169656105 Item 3: The person filing this Schedule 13G is an: X Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 Item 4: Reference is made to Items 5-11 on the preceding pages of this Schedule 13G. Item 5: Ownership of Five Percent or Less of a Class This statement is being filed to report the fact that, as of the date of this report, the reporting person(s) has (have) ceased to be the beneficial owner of more than five percent of the class of securities. Item 6: Ownership of More than Five Percent on Behalf of Another Person (1) Price Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client's custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Associates serves as investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time. Except as may be indicated if this is a joint filing with one of the registered investment companies sponsored by Price Associates which it also serves as investment adviser ("T. Rowe Price Funds"), not more than 5% of the class of such securities is owned by any one client subject to the investment advice of Price Associates. Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable Item 8: Identification and Classification of Members of the Group Not Applicable Item 9: Notice of Dissolution of Group Not Applicable Item 10: Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. T. Rowe Price Associates, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Associates is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. T. ROWE PRICE ASSOCIATES, INC. Date: February 14, 2024 Signature: /s/ Armando Capasso Name & Title: Armando Capasso, Vice President 12/31/2023

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Date	Price Target	Rating	Analyst
10/31/2025		Buy → Neutral	Northcoast
10/28/2025	$40.00	Neutral	Mizuho
10/22/2025	$53.00 → $43.00	Equal Weight	Barclays
10/2/2025	$65.00 → $60.00	Outperform	Bernstein
9/3/2025	$55.00	Neutral → Buy	Rothschild & Co Redburn
8/12/2025	$50.00	Neutral → Overweight	Piper Sandler
7/18/2025	$65.00	Market Perform → Outperform	BMO Capital Markets
7/14/2025	$60.00	Hold	Melius

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SEC Form SC 13G/A filed by Chipotle Mexican Grill Inc. (Amendment)

2/14/24 10:02:59 AM ET

$CMG

Restaurants

Consumer Discretionary

Get the next $CMG alert in real time by email

Recent Analyst Ratings for

$CMG

Date	Price Target	Rating	Analyst
10/31/2025		Buy → Neutral	Northcoast
10/28/2025	$40.00	Neutral	Mizuho
10/22/2025	$53.00 → $43.00	Equal Weight	Barclays
10/2/2025	$65.00 → $60.00	Outperform	Bernstein
9/3/2025	$55.00	Neutral → Buy	Rothschild & Co Redburn
8/12/2025	$50.00	Neutral → Overweight	Piper Sandler
7/18/2025	$65.00	Market Perform → Outperform	BMO Capital Markets
7/14/2025	$60.00	Hold	Melius

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SEC Form SC 13G/A filed by Chipotle Mexican Grill Inc. (Amendment)

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SEC Form SC 13G/A filed by Chipotle Mexican Grill Inc. (Amendment)

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SEC Filings

Chipotle Mexican Grill Inc. filed SEC Form 8-K: Regulation FD Disclosure

Chipotle Mexican Grill Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

Chipotle Mexican Grill Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

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Insider Trading

Pres, Chief Strgy & Tech Off Garner Curtis E exercised 93,000 shares at a strike of $11.66, covered exercise/tax liability with 31,108 shares and sold $2,145,734 worth of shares (61,892 units at $34.67) (SEC Form 4)

Director Weinstein Joshua Ian was granted 3,407 units of common stock (SEC Form 4)

New insider Weinstein Joshua Ian claimed no ownership of stock in the company (SEC Form 3)

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Analyst Ratings

Chipotle Mexican Grill downgraded by Northcoast

Mizuho initiated coverage on Chipotle Mexican Grill with a new price target

Barclays reiterated coverage on Chipotle Mexican Grill with a new price target

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Press Releases

INTRODUCING "BÉIS X CHIPOTLE: THE TO GO COLLECTION," AN 11-PIECE TRAVEL CAPSULE BRINGING REAL FOOD AND FUNCTION WHEREVER FANS GO

CHIPOTLE MEXICAN GRILL TO ANNOUNCE FOURTH QUARTER AND FULL YEAR 2025 RESULTS ON FEBRUARY 3, 2026

UNWRAP EXTRA: CHIPOTLE IS GIFTING FANS FREE FOOD THIS DECEMBER

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Insider Purchases

Director Gutierrez Mauricio bought $498,200 worth of shares (9,400 units at $53.00), increasing direct ownership by 43% to 31,400 units (SEC Form 4)

Engles Gregg L bought $175,930 worth of common stock (77 units at $2,284.81) and bought $1,827,848 worth of shares (800 units at $2,284.81), increasing direct ownership by 98% to 1,616 units (SEC Form 4)

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Large Ownership Changes

Amendment: SEC Form SC 13G/A filed by Chipotle Mexican Grill Inc.

Amendment: SEC Form SC 13G/A filed by Chipotle Mexican Grill Inc.