Chipotle grants large equity awards to brand chief

CHIPOTLE MEXICAN GRILL INC granted Chief Brand Officer Fernando Machado new equity awards on August 7, 2026.

Rhea-AI Filing Summary

CHIPOTLE MEXICAN GRILL INC granted Chief Brand Officer Fernando Machado new equity awards on August 7, 2026. He received 76,243 shares of common stock as a new-hire restricted stock unit award that vests in equal amounts on the second and third anniversaries of the grant date, subject to possible acceleration. He also received 235,184 stock-only stock appreciation rights (SOSARs) with an exercise price of $32.79 per share, vesting on the same schedule and expiring on August 7, 2033. Following these awards, he directly holds 76,243 shares of common stock and 235,184 SOSARs.

Insider Trade Summary

Grant/Award: 311,427 shares

Grant/Award 2 txns

Insider Machado Fernando

Role Chief Brand Officer

Type	Security	Shares	Price	Value
Grant/Award	New hire SOSAR F2	235,184	$0.00	$0.00
Grant/Award	common stock F1	76,243	$0.00	$0.00

Holdings After Transaction: New hire SOSAR — 235,184 contracts (Direct); common stock — 76,243 shares (Direct)

Footnotes (2)

1. F1. Represents a new hire award of restricted stock units (RSUs) that will vest in equal amounts on the second and third anniversaries of the grant date, subject to possible acceleration of vesting.
2. F2. Represents an award of stock only stock appreciation rights (SOSARs) that will vest in equal amounts on the second and third anniversaries of the grant date, subject to possible acceleration of vesting.

Key Figures

RSU-based common shares granted: 76,243 SOSARs granted: 235,184 SOSAR exercise price: $32.79 per share +3 more

6 metrics

RSU-based common shares granted 76,243 New-hire RSU award granted August 7, 2026

SOSARs granted 235,184 Stock-only stock appreciation rights granted August 7, 2026

SOSAR exercise price $32.79 per share Conversion or exercise price of SOSARs

SOSAR expiration August 7, 2033 Expiration date of stock-only stock appreciation rights

Common shares held after award 76,243 Total Chipotle common shares directly held by Machado after transactions

SOSARs held after award 235,184 Total SOSARs directly held by Machado after transactions

Key Terms

restricted stock units (RSUs), stock only stock appreciation rights (SOSARs), exercise price, expiration date

4 terms

restricted stock units (RSUs) financial

"Represents a new hire award of restricted stock units (RSUs) that will vest"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

stock only stock appreciation rights (SOSARs) financial

"Represents an award of stock only stock appreciation rights (SOSARs) that will vest"

exercise price financial

"conversion or exercise price of $32.7900 per SOSAR"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

expiration date financial

"SOSARs have an expiration date of 2033-08-07"

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Chipotle (CMG) grant to Fernando Machado?

Chipotle granted Chief Brand Officer Fernando Machado 76,243 RSU-based common shares and 235,184 SOSARs on August 7, 2026. Both awards vest in equal amounts on the second and third anniversaries of the grant date, with vesting subject to possible acceleration.

How many Chipotle (CMG) common shares does Fernando Machado now hold?

After the reported transactions, Fernando Machado directly holds 76,243 shares of Chipotle common stock. These shares come from a new-hire RSU award granted on August 7, 2026, which vests in two equal installments over time, subject to possible acceleration conditions.

What are the terms of Fernando Machado’s Chipotle (CMG) SOSARs?

Machado received 235,184 stock-only stock appreciation rights (SOSARs) with a per-share exercise price of $32.79. The SOSARs vest in equal amounts on the second and third anniversaries of the August 7, 2026 grant date and expire on August 7, 2033.

When do Fernando Machado’s Chipotle (CMG) equity awards vest?

Both the 76,243 RSU-based shares and 235,184 SOSARs granted to Fernando Machado vest in equal amounts on the second and third anniversaries of the August 7, 2026 grant date, according to the award terms, and vesting may be accelerated under certain conditions.

Did Fernando Machado buy or sell Chipotle (CMG) shares in this Form 4?

The Form 4 reports awards, not market purchases or sales. Machado acquired 76,243 RSU-based shares and 235,184 SOSARs as compensation grants with no cash price per share indicated, rather than trading existing Chipotle shares in the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 08/10/2026 - 04:39 PM EDT Learn about SEC filing dates

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^*

Machado Fernando

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

610 NEWPORT CENTER DR., SUITE 1100

(Street)

NEWPORT BEACH CALIFORNIA 92660

(City) (State) (Zip)

UNITED STATES

(Country)

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 Brand Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/07/2026		A		76,243(1)	A	$0	76,243	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
New hire SOSAR	$32.79	08/07/2026		A		235,184		08/07/2028(2)	08/07/2033	common stock	235,184	$0	235,184	D

Explanation of Responses:

1. Represents a new hire award of restricted stock units (RSUs) that will vest in equal amounts on the second and third anniversaries of the grant date, subject to possible acceleration of vesting.

2. Represents an award of stock only stock appreciation rights (SOSARs) that will vest in equal amounts on the second and third anniversaries of the grant date, subject to possible acceleration of vesting.

	/s/ Lauren Assaf-Holmes, pursuant to power of attorney previously filed	08/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)