Chipotle (NYSE: CMG) CEO gets 229,457-share PSU grant, 120,810 withheld for taxes

Rhea-AI Filing Summary

Chipotle Mexican Grill’s chief executive officer Scott Boatwright reported equity compensation activity involving company common stock. On February 15, 2026, he acquired 229,457 shares of common stock at $0 per share, issued upon settlement of a 2023 performance share unit award tied to predetermined performance goals.

On the same date, 120,810 shares of common stock were disposed of at $35.84 per share to cover his tax obligation related to the PSU vesting. After these transactions, Boatwright directly owned 350,131 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^*

Boatwright Scott

(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)
	Chief Executive 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)		229,457	A	$0	470,941	D
common stock	02/15/2026		F(2)		120,810	D	$35.84	350,131	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) CEO Scott Boatwright report?

Scott Boatwright reported equity compensation activity involving Chipotle common stock. He received a large share grant from a performance share unit award and had a portion of shares withheld to cover related tax obligations, all recorded as direct ownership transactions on February 15, 2026.

How many Chipotle (CMG) shares did the CEO acquire in this Form 4?

Scott Boatwright acquired 229,457 shares of Chipotle common stock at $0 per share. These shares were issued upon settlement of a 2023 performance share unit award that vested based on predetermined performance goals, increasing his direct share ownership before tax withholding.

Why were some Chipotle (CMG) shares disposed of in the CEO’s filing?

The filing shows 120,810 Chipotle shares were disposed of at $35.84 per share. According to the footnote, these shares were retained by Chipotle to satisfy Scott Boatwright’s tax obligation arising from the vesting of his 2023 performance share unit award.

What is Scott Boatwright’s Chipotle (CMG) shareholding after these transactions?

After the reported transactions, Scott Boatwright directly owned 350,131 shares of Chipotle common stock. This balance reflects the shares issued upon settlement of his performance share unit award, net of the shares withheld by the company to cover his related tax liability.

What was the source of the Chipotle (CMG) shares granted to the CEO?

The granted shares came from a performance share unit (PSU) awarded in 2023. The PSU settled into 229,457 Chipotle common shares based on the extent of achievement of predetermined performance goals, as described in the explanatory footnote accompanying the insider transaction.

How is the tax-withholding transaction in the Chipotle (CMG) Form 4 classified?

The tax-withholding event is coded as an “F” transaction, described as payment of a tax liability by delivering securities. It represents 120,810 Chipotle shares retained by the company to cover Scott Boatwright’s taxes related to the vesting of his 2023 PSU award.