Chipotle (NYSE: CMG) CEO granted 444,445 SOSARs as 8,048 shares withheld

Rhea-AI Filing Summary

Chipotle Mexican Grill Chief Executive Officer Scott Boatwright reported two equity-related transactions. On February 9, 2026, Chipotle retained 8,048 shares of common stock at $39.39 per share to satisfy his payment obligation upon the vesting of a restricted stock unit, leaving him with 241,484 common shares held directly.

On February 6, 2026, he received an award of 444,445 stock-only stock appreciation rights (2026 SOSARs) with an exercise price of $39.39. These SOSARs vest in equal amounts on the second and third anniversaries of the grant date, and upon exercise will settle in an equivalent number of common shares on a 1-to-1 basis.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Boatwright Scott

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	common stock	8,048	$39.39	$317K
Grant/Award	2026 SOSAR	444,445	$0.00	--

Holdings After Transaction: common stock — 241,484 shares (Direct); 2026 SOSAR — 444,445 shares (Direct)

Footnotes (1)

1. Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon the vesting of a restricted stock unit. Represents an award of a stock only stock appreciation right (SOSAR) that will vest in equal amounts on the second and third anniversaries of the grant date, subject to possible acceleration of vesting. Upon exercise, the SOSAR settles in shares of common stock on a 1-to-1 basis.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Boatwright Scott

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CENTER DRIVE

(Street)

NEWPORT BEACH CA 92660

(City) (State) (Zip)

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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/09/2026		F(1)		8,048	D	$39.39	241,484	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
2026 SOSAR	$39.39	02/06/2026		A(2)		444,445		02/06/2028	02/06/2033	common stock	444,445	$0	444,445	D

Explanation of Responses:

1. Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon the vesting of a restricted stock unit.

2. Represents an award of a stock only stock appreciation right (SOSAR) that will vest in equal amounts on the second and third anniversaries of the grant date, subject to possible acceleration of vesting. Upon exercise, the SOSAR settles in shares of common stock on a 1-to-1 basis.

	/s/ Helen Kaminski, pursuant to power of attorney previously filed	02/10/2026
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did CMG CEO Scott Boatwright report on this Form 4?

Scott Boatwright reported Chipotle retaining 8,048 common shares at $39.39 per share upon RSU vesting and receiving 444,445 2026 SOSARs with a $39.39 exercise price that may settle in common stock on a 1-to-1 basis.

How many Chipotle (CMG) common shares does the CEO own after these transactions?

After these transactions, Scott Boatwright beneficially owns 241,484 shares of Chipotle common stock directly. In addition, he holds 444,445 2026 SOSARs, which upon exercise are designed to settle in an equivalent number of common shares on a 1-to-1 basis.

What is the 2026 SOSAR awarded to the CMG CEO and how does it vest?

The 2026 SOSAR is a stock-only stock appreciation right covering 444,445 shares at an exercise price of $39.39. It will vest in equal amounts on the second and third anniversaries of the February 6, 2026 grant date, subject to possible accelerated vesting.

At what price were Chipotle (CMG) shares retained to satisfy the CEO’s payment obligation?

Chipotle retained 8,048 common shares at a price of $39.39 per share. According to the footnote, these shares were retained to satisfy Scott Boatwright’s payment obligation that arose when a restricted stock unit vested.

Does the CMG CEO’s SOSAR award settle in stock or cash?

The 2026 SOSAR award to Scott Boatwright will settle in shares of common stock on a 1-to-1 basis upon exercise. This means each SOSAR corresponds to one share of Chipotle common stock when exercised, as described in the footnote.

What transaction codes were used in CMG CEO Scott Boatwright’s Form 4?

The Form 4 lists transaction code F for the retention of 8,048 common shares to cover a payment obligation upon RSU vesting and transaction code A for the award of 444,445 2026 SOSARs granted on February 6, 2026.