Form 4: Bush Matthew R reports multiple insider transactions in CMG

Rhea-AI Filing Summary

Bush Matthew R reported multiple insider transaction types in a Form 4 filing for CMG. The filing lists transactions totaling 8,781 shares at a weighted average price of $35.84 per share. Following the reported transactions, holdings were 26,171 shares.

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^*

Bush Matthew R

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CENTER 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)
	Controller, PAO

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)		6,416	A	$0	26,171	D
common stock	02/15/2026		F(2)		2,365	D	$35.84	23,806	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 Matthew R. Bush?

Chipotle’s Controller and Principal Accounting Officer Matthew R. Bush received a stock award and had shares withheld for taxes. He acquired 6,416 common shares from a 2023 performance share unit and 2,365 shares were disposed of to satisfy related tax obligations.

How many Chipotle (CMG) shares did Matthew R. Bush acquire in this Form 4?

Matthew R. Bush acquired 6,416 shares of Chipotle common stock at $0 per share. These were issued upon settlement of a 2023 performance share unit award that vested based on achievement of predetermined performance goals set by the company.

Why were some Chipotle (CMG) shares disposed of in Matthew R. Bush’s filing?

The 2,365 Chipotle shares reported as disposed were retained by the company to cover Matthew R. Bush’s tax obligation. This tax-withholding disposition occurred in connection with the vesting and settlement of a 2023 performance share unit award in his favor.

What is Matthew R. Bush’s Chipotle (CMG) share ownership after these transactions?

Following the reported equity transactions, Matthew R. Bush directly owned 23,806 shares of Chipotle common stock. This balance reflects both the 6,416-share PSU settlement and the 2,365 shares withheld by the company to satisfy his related tax liability.

What type of equity award did Chipotle (CMG) use in this insider transaction?

The transaction involved a performance share unit (PSU) awarded in 2023. The PSU settled into 6,416 Chipotle common shares, with the final share amount determined by the extent of achievement of the company’s predetermined performance goals for that award period.

Was the Chipotle (CMG) insider disposition an open-market sale?

The disposition was not an open-market sale. The 2,365 Chipotle shares were retained by the company to satisfy Matthew R. Bush’s tax obligation arising from the vesting of his 2023 performance share unit, reflecting a tax-withholding transaction instead of a discretionary sale.