Chipotle (NYSE: CMG) CFO Adam Rymer receives 115,227 2026 SOSAR equity award

Rhea-AI Filing Summary

Chipotle Mexican Grill’s Chief Financial Officer Adam T. Rymer received a new equity-based award. On 02/06/2026, he was granted 115,227 stock-only stock appreciation rights (SOSARs) with a conversion or exercise price of $39.39 per derivative security.

The 2026 SOSAR award vests in equal amounts on the second and third anniversaries of the grant date, with possible acceleration of vesting. Upon exercise, each SOSAR settles in one share of Chipotle common stock on a 1-to-1 basis. After this grant, Rymer beneficially owned 115,227 derivative securities directly.

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)
02/06/2026

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

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(1)		115,227		02/06/2028	02/06/2033	common stock	115,227	$0	115,227	D

Explanation of Responses:

1. 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 did Chipotle (CMG) disclose about CFO Adam T. Rymer’s new equity award?

Chipotle disclosed that CFO Adam T. Rymer received 115,227 stock-only stock appreciation rights (SOSARs) on February 6, 2026. These derivative securities give him the right to receive Chipotle common stock upon exercise, subject to vesting conditions over future years.

How many SOSARs were granted to Chipotle (CMG) CFO Adam T. Rymer?

Adam T. Rymer was granted 115,227 2026 SOSARs. These stock-only stock appreciation rights represent a right to receive an equivalent number of Chipotle common shares on a 1-to-1 basis, once the awards vest and are exercised under the plan’s terms.

What is the exercise price of the 2026 SOSARs granted to Chipotle (CMG) CFO?

The 2026 SOSARs granted to Chipotle CFO Adam T. Rymer have a conversion or exercise price of $39.39. This price is used to calculate the appreciation value that will be settled in shares of Chipotle common stock when the SOSARs are exercised.

When do Adam T. Rymer’s Chipotle (CMG) 2026 SOSAR awards vest?

The 2026 SOSAR award to Adam T. Rymer vests in equal amounts on the second and third anniversaries of the February 6, 2026 grant date. Vesting is also subject to possible acceleration, as described in the award’s terms and conditions.

How are Chipotle (CMG) 2026 SOSARs settled when exercised by the CFO?

When Adam T. Rymer exercises his 2026 SOSARs, they settle in shares of Chipotle common stock on a 1‑to‑1 basis. Each SOSAR corresponds to one share of common stock, delivering stock-only appreciation rather than cash upon exercise.

What is Adam T. Rymer’s derivative holdings in Chipotle (CMG) after this SOSAR grant?

Following the February 6, 2026 grant, Adam T. Rymer beneficially owned 115,227 derivative securities related to Chipotle. These consist entirely of the newly awarded 2026 SOSARs, which are held directly and are subject to the specified vesting schedule.