Chipotle (CMG) CFO receives PSU shares, withholds 8,971 shares for taxes

Rhea-AI Filing Summary

Chipotle Mexican Grill’s Chief Financial Officer Adam T. Rymer reported equity compensation activity involving company common stock. On February 15, 2026, he acquired 25,526 shares at $0 per share through settlement of a performance share unit (PSU) award granted in 2023, based on achievement of predetermined performance goals. On the same date, 8,971 shares were disposed of at $35.84 per share to satisfy his tax obligations arising from the PSU vesting. Following these transactions, he directly beneficially owned 93,158 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^*

Rymer Adam T

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CTR 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)
	Chief Financial Officer

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)		25,526	A	$0	102,129	D
common stock	02/15/2026		F(2)		8,971	D	$35.84	93,158	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 transaction did Chipotle (CMG) report for its CFO?

Chipotle’s CFO Adam T. Rymer reported receiving 25,526 shares of common stock from a vested performance share unit award. On the same day, 8,971 shares were withheld to cover related tax obligations from that vesting event.

How many Chipotle (CMG) shares does the CFO own after this Form 4?

After the reported transactions, Chipotle CFO Adam T. Rymer directly beneficially owned 93,158 shares of Chipotle common stock. This figure reflects both the PSU share issuance and the shares disposed of to satisfy tax obligations.

Was the Chipotle (CMG) CFO’s Form 4 transaction an open-market stock purchase?

No, the CFO did not make an open-market purchase. He received 25,526 shares at $0 per share as settlement of a performance share unit award granted in 2023, based on achieving predetermined performance goals.

Why were some Chipotle (CMG) shares disposed of in the CFO’s Form 4?

The 8,971 shares reported as disposed were retained by Chipotle to satisfy the CFO’s tax obligation. The tax liability arose in connection with the vesting and settlement of his 2023 performance share unit award.

What do the performance share units (PSUs) in the Chipotle (CMG) filing represent?

The PSUs were an equity incentive granted to the CFO in 2023. They settled into 25,526 Chipotle common shares based on the extent to which predetermined performance goals were achieved over the applicable measurement period.

What transaction codes appear in the Chipotle (CMG) CFO’s Form 4?

The Form 4 shows code A for the acquisition of 25,526 shares, representing a grant or award, and code F for the disposition of 8,971 shares used to pay tax liabilities related to the vesting of that award.