Chipotle Mexican Grill (NYSE: CMG) officer granted RSUs and SOSARs

Rhea-AI Filing Summary

Chipotle Mexican Grill officer Matthew R. Bush reported new equity awards and related share withholding. On February 6, 2026, he received 3,174 shares of common stock at $39.39 per share through an award of restricted stock units that settle 1‑for‑1 in stock and vest in equal portions on the second and third anniversaries of the grant date. The same day, he was granted 20,577 stock-only stock appreciation rights (SOSARs) with a $39.39 exercise price, also vesting in equal amounts on the second and third anniversaries and settling in common stock on a 1‑for‑1 basis. On February 9, 2026, 475 shares of common stock at $39.39 were retained by Chipotle to satisfy his payment obligation upon RSU vesting. After these transactions, Bush directly owned 19,755 shares of common stock and 20,577 SOSARs.

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

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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^*

Bush Matthew R

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CENTER DR, SUITE 1100

(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)
	Controller, PAO

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	02/06/2026		A(1)		3,174	A	$39.39	20,107(2)	D
common stock	02/09/2026		F(3)		475	D	$39.39	19,755	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(4)		20,577		02/06/2028	02/06/2033	common stock	20,577	$0	20,577	D

Explanation of Responses:

1. Represents an award of restricted stock units (RSU) that will vest in equal amounts on the second and third anniversary of the grant date, subject to possible acceleration of vesting. Upon exercise, the RSU settles in share of common stock on a 1-to-1 basis.

2. Includes 123 shares acquired under Chipotle's Employee Stock Purchase Plan in transactions that were exempt under Rule 16b-3(c).

3. Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon the vesting of an RSU.

4. 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.
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FAQ

What insider transactions did CMG officer Matthew R. Bush report on February 2026 Form 4?

Matthew R. Bush reported equity compensation transactions, including common stock and stock-only stock appreciation rights. These awards were granted in early February 2026 and are tied to his role as Controller and Principal Accounting Officer at Chipotle Mexican Grill.

How many Chipotle (CMG) shares does Matthew R. Bush own after these transactions?

After the reported transactions, Matthew R. Bush beneficially owned 19,755 shares of Chipotle common stock directly. He also held 20,577 stock-only stock appreciation rights, each linked to one share of common stock upon exercise, subject to their vesting schedule and terms.

What restricted stock unit award did CMG grant to Matthew R. Bush?

Chipotle granted Matthew R. Bush an RSU-based award corresponding to 3,174 shares of common stock at $39.39 per share. These restricted stock units vest in equal amounts on the second and third anniversaries of the grant date and settle in stock on a one-to-one basis.

What are the terms of Matthew R. Bush’s 2026 SOSAR award at Chipotle (CMG)?

Bush received a 2026 stock-only stock appreciation right (SOSAR) award covering 20,577 underlying shares at a $39.39 exercise price. The SOSARs vest in equal portions on the second and third anniversaries of the grant date and, upon exercise, settle in common stock on a 1‑to‑1 basis.

Why were 475 Chipotle (CMG) shares withheld in Matthew R. Bush’s Form 4?

The 475 shares of Chipotle common stock were retained by the company to satisfy Matthew R. Bush’s payment obligation upon the vesting of a restricted stock unit award. This type of transaction, coded “F,” typically reflects shares withheld for tax or similar obligations.

Does Matthew R. Bush participate in Chipotle’s Employee Stock Purchase Plan (ESPP)?

Yes. The filing notes that his beneficial holdings include 123 shares acquired under Chipotle’s Employee Stock Purchase Plan. These ESPP purchases were completed in transactions that were exempt under Rule 16b‑3(c), indicating they are treated as board-approved, compensation-related acquisitions.