Chipotle (NYSE: CMG) officer nets PSU shares after tax withholding

Rhea-AI Filing Summary

Chipotle Mexican Grill’s Chief Corp Affairs Officer Laurie Schalow reported equity compensation activity. On February 15, 2026, she acquired 76,577 shares of common stock at $0, issued upon settlement of a 2023 performance share unit award based on achievement of performance goals.

On the same date, 37,113 shares were disposed of in a tax-withholding transaction at $35.84 per share, with shares retained by Chipotle to satisfy her tax obligations. After these transactions, she directly owned 196,540 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

OMB APPROVAL

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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^*

Schalow Laurie

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CENTER DR

(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 Corp Affairs 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)		76,577	A	$0	233,653	D
common stock	02/15/2026		F(2)		37,113	D	$35.84	196,540	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 Laurie Schalow?

Chipotle reported that Chief Corp Affairs Officer Laurie Schalow acquired 76,577 shares of common stock through settlement of a 2023 performance share unit award, then had 37,113 shares withheld by the company to cover tax obligations related to that vesting event.

How many Chipotle (CMG) shares does Laurie Schalow own after this Form 4?

After the reported transactions, Laurie Schalow directly owned 196,540 shares of Chipotle common stock. This figure reflects the shares received from the performance share unit settlement, net of the shares withheld by Chipotle to satisfy her associated tax liability.

What was the nature of the 76,577 Chipotle (CMG) shares granted to Laurie Schalow?

The 76,577 shares granted to Laurie Schalow were issued at $0 in settlement of a performance share unit award granted in 2023. The number of shares was determined by the extent to which predetermined performance goals under that PSU program were achieved.

Why were 37,113 Chipotle (CMG) shares disposed of in Laurie Schalow’s filing?

The 37,113 shares were retained by Chipotle to cover Laurie Schalow’s tax obligations related to the 2023 performance share unit vesting. This is reported as a tax-withholding disposition, not an open-market sale, with shares withheld at a price of $35.84 per share.

What transaction codes appear in Laurie Schalow’s Chipotle (CMG) Form 4?

Laurie Schalow’s Form 4 shows code A for the acquisition of 76,577 shares via PSU settlement and code F for the tax-withholding disposition of 37,113 shares. Code A indicates an award or grant, while code F covers shares delivered to satisfy tax liabilities.