Chipotle (CMG) executive nets PSU grant and tax share withholding

Rhea-AI Filing Summary

Chipotle Mexican Grill’s President, Chief Strategy & Technology Officer Curtis E. Garner reported equity compensation activity in the company’s stock. On February 15, 2026, he acquired 254,846 shares of common stock at $0 per share through the settlement of a 2023 performance share unit award based on achieved performance goals.

On the same date, 134,177 shares were disposed of at $35.84 per share to cover his tax obligations related to that vesting. After these transactions, Garner directly owned 418,370 shares of Chipotle common stock.

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^*

Garner Curtis E

(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)
	Pres, Chief Strgy & Tech Off

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		A(1)		254,846	A	$0	552,547	D
common stock	02/15/2026		F(2)		134,177	D	$35.84	418,370	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

Explanation of Responses:

1. Represents shares issued to the reporting person in settlement of a performance share unit (PSU) awarded in 2023. The PSU settled based on the extent of achievement of predetermined performance goals.

2. Consists of shares of common stock retained by Chipotle to satisfy the reporting person's tax obligation in connection with the vesting of a PSU awarded in 2023.

	/s/ Helen Kaminski, pursuant to power of attorney previously filed	02/17/2026
	** 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 executive Curtis E. Garner report?

Curtis E. Garner reported an equity award settlement and related tax withholding. He acquired 254,846 Chipotle common shares at $0 from a 2023 performance share unit award, and 134,177 shares were disposed of to satisfy associated tax obligations on February 15, 2026.

How many Chipotle (CMG) shares does Curtis E. Garner own after this Form 4?

After the reported transactions, Curtis E. Garner directly owns 418,370 Chipotle common shares. This figure reflects both the 254,846-share performance unit settlement and the 134,177 shares withheld or disposed of to cover his tax obligations on February 15, 2026.

What is the nature of the 254,846 Chipotle (CMG) shares acquired by Curtis Garner?

The 254,846 Chipotle shares were issued to Curtis Garner upon settlement of a performance share unit (PSU) granted in 2023. The PSU payout was determined by the extent of achievement of predetermined performance goals, and the shares were delivered at no cash cost to him.

Why were 134,177 Chipotle (CMG) shares disposed of in Curtis Garner’s Form 4?

The 134,177 Chipotle shares were retained by the company to cover Curtis Garner’s tax obligations from the vesting of his 2023 performance share unit. This tax-withholding disposition used shares rather than cash to satisfy required withholding taxes on February 15, 2026.

Was Curtis E. Garner’s Chipotle (CMG) transaction an open-market buy or sell?

The filing does not report open-market buying or selling. Instead, Curtis Garner received 254,846 shares through settlement of a performance share unit award and had 134,177 shares withheld or disposed of to satisfy tax obligations related to that vesting on February 15, 2026.

What role does Curtis E. Garner hold at Chipotle (CMG) according to this filing?

Curtis E. Garner is identified as an officer of Chipotle, serving as President, Chief Strategy & Technology Officer. The reported equity award settlement and related tax-withholding disposition involve his beneficial ownership of Chipotle common stock in this executive capacity.