Chipotle (CMG) CLO Ilene Eskenazi receives RSU and 2026 SOSAR grants

Rhea-AI Filing Summary

Chipotle Mexican Grill’s Chief Legal and HR Officer, Ilene Eskenazi, reported new equity awards and updated her share holdings. On February 6, 2026, she received 20,310 shares of common stock as a restricted stock unit award at a reported value of $39.39 per share.

Following this grant, she beneficially owns 95,721 shares of common stock directly and 50 shares indirectly, held by her son. She also received a 2026 stock-only stock appreciation right (SOSAR) covering 65,844 shares at an exercise price of $39.39, vesting in equal parts on the second and third anniversaries of the grant and expiring in 2033.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Eskenazi Ilene

Role Chief Legal and HR Officer

Type	Security	Shares	Price	Value
Grant/Award	2026 SOSAR	65,844	$0.00	--
Grant/Award	common stock	20,310	$39.39	$800K
holding	common stock	--	--	--

Holdings After Transaction: 2026 SOSAR — 65,844 shares (Direct); common stock — 95,721 shares (Direct); common stock — 50 shares (Indirect, Held by son)

Footnotes (1)

1. Represents an award of restricted stock units (RSU) that will vest in equal amounts on the second and third anniversary of the grant date, subject to possible acceleration of vesting. Upon exercise, the RSU settles in share of common stock on a 1-to-1 basis. 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Eskenazi Ilene

(Last) (First) (Middle)

610 NEWPORT CENTER DRIVE

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 Legal and HR 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
common stock	02/06/2026		A(1)		20,310	A	$39.39	95,721	D
common stock								50	I	Held by son

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(2)		65,844		02/06/2028	02/06/2033	common stock	65,844	$0	65,844	D

Explanation of Responses:

1. Represents an award of restricted stock units (RSU) that will vest in equal amounts on the second and third anniversary of the grant date, subject to possible acceleration of vesting. Upon exercise, the RSU settles in share of common stock on a 1-to-1 basis.

2. 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 insider transaction did CMG’s Chief Legal and HR Officer report?

Chipotle’s Chief Legal and HR Officer, Ilene Eskenazi, reported equity awards on February 6, 2026. She received 20,310 shares of common stock as a restricted stock unit grant and a 2026 SOSAR covering 65,844 shares at a $39.39 exercise price.

How many Chipotle (CMG) shares does Ilene Eskenazi now beneficially own?

After the reported transactions, Ilene Eskenazi beneficially owns 95,721 shares of Chipotle common stock directly. She also has 50 shares reported as indirectly owned, held by her son, plus derivative exposure through a 2026 SOSAR award covering 65,844 underlying shares.

What are the key terms of the 2026 SOSAR granted to the CMG executive?

The 2026 stock-only stock appreciation right (SOSAR) has a $39.39 exercise price and covers 65,844 shares of common stock. It vests in equal amounts on the second and third anniversaries of the February 6, 2026 grant and expires on February 6, 2033.

How do the CMG restricted stock units granted to Ilene Eskenazi vest?

The 20,310 restricted stock units granted to Ilene Eskenazi vest in equal amounts on the second and third anniversaries of the February 6, 2026 grant date. Upon exercise, each RSU settles into one share of Chipotle common stock on a 1-to-1 basis.

Does the CMG executive have indirect ownership reported in this Form 4?

Yes. In addition to directly held shares, the Form 4 reports 50 shares of Chipotle common stock as indirectly owned, described as “Held by son.” The remaining reported common stock and the 2026 SOSAR are listed as directly owned by Ilene Eskenazi.

What is the exercise and expiration timeline for the CMG 2026 SOSAR award?

The 2026 SOSAR award granted on February 6, 2026 becomes exercisable in equal portions on the second and third anniversaries of the grant. It has an expiration date of February 6, 2033, giving several years for potential exercise after vesting.