Chipotle (NYSE: CMG) CTO Garner sells shares after exercising large equity awards

Rhea-AI Filing Summary

Chipotle Mexican Grill executive Curtis E. Garner, President, Chief Strategy & Technology Officer, reported several equity transactions. On February 6, 2026, he exercised 86,100 stock appreciation rights at $11.655 per share, received the same number of common shares, and then sold 61,077 shares at a weighted-average price of $40.0127 per share. Chipotle withheld 25,023 shares at $40.105 and 659 shares at $39.39 to cover related payment and tax obligations. On the same date, he received a new 2026 SOSAR award covering 213,992 shares at an exercise price of $39.39, vesting in two equal installments in 2028 and 2029. Following these transactions, he directly owned 297,701 shares of common stock and 213,992 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^*

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)
02/06/2026

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		M		86,100	A	$11.655	359,437	D
common stock	02/06/2026		F(1)		25,023	D	$40.105	273,337	D
common stock	02/06/2026		S		61,077	D	$40.0127(2)	298,360	D
common stock	02/09/2026		F(3)		659	D	$39.39	297,701	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)		213,992		02/06/2028	02/06/2033	common stock	213,992	$0	213,992	D
2019 SOSARs	$11.6554	02/06/2026		M			86,100	02/08/2021(5)	02/08/2026	common stock	86,100	$0	0	D

Explanation of Responses:

1. Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon exercise of a stock appreciation rights (SOSAR).

2. Reflects a weighted-average price. Actual sales prices ranged from $39.96 to $40.07 per share. For each transaction on this Form 4 that is reported at a weighted average price, the reporting person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.

3. 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.

4. Represents an award of a 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.

5. The SOSAR vested in equal amounts on the second and third anniversaries of the grant date.

	/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).
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FAQ

What insider transactions did CMG executive Curtis Garner report?

Curtis Garner reported exercising stock appreciation rights, selling shares, and receiving a new SOSAR award. He exercised 86,100 rights into common stock, sold 61,077 shares, had shares withheld for obligations, and received 213,992 new SOSARs, all over early February 2026.

How many Chipotle (CMG) shares did Curtis Garner sell in this Form 4?

Curtis Garner sold 61,077 shares of Chipotle common stock. The sale occurred on February 6, 2026 at a weighted-average price of $40.0127 per share, with individual sale prices ranging from $39.96 to $40.07 according to the filing’s explanatory footnote.

How many Chipotle (CMG) shares does Curtis Garner own after these transactions?

After the reported transactions, Curtis Garner directly owned 297,701 shares of Chipotle common stock. He also held 213,992 stock appreciation rights (SOSARs) that can settle into an equal number of shares upon exercise, subject to their vesting schedule and other plan terms.

What new equity award did Curtis Garner receive from Chipotle (CMG)?

Curtis Garner received a 2026 SOSAR award covering 213,992 shares at a $39.39 exercise price. The SOSAR vests in equal amounts on the second and third anniversaries of the grant date and settles in Chipotle common stock on a one-for-one basis when exercised.

Why were some CMG shares withheld in Curtis Garner’s Form 4?

Certain reported shares were retained by Chipotle to cover Garner’s payment and tax obligations. Specifically, 25,023 shares were withheld in connection with stock appreciation right exercise, and 659 shares were withheld upon restricted stock unit vesting, rather than being sold in the open market.

What happened to Curtis Garner’s 2019 Chipotle SOSARs in this filing?

Garner exercised 2019 SOSARs relating to 86,100 underlying shares of Chipotle common stock. Those SOSARs, which had a $11.6554 exercise price and previously vested in two equal installments, were reduced to zero outstanding after exercise, with the corresponding common shares issued to him.