Chipotle Mexican Grill (NYSE: CMG) COO receives RSUs and large 2026 SOSAR grant

Rhea-AI Filing Summary

Chipotle Mexican Grill’s Chief Operating Officer, Jason Allan Kidd, reported equity awards granted on February 6, 2026. He received 16,502 shares of common stock, increasing his directly held common stock to 32,542 shares.

He was also granted a 2026 stock-only stock appreciation right (SOSAR) covering 53,498 shares at a $39.39 exercise price. The RSUs and SOSAR vest in equal amounts on the second and third anniversaries of the grant date, with potential acceleration, and each unit or right settles into one share of common stock upon exercise.

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^*

Kidd Jason Allan

(Last) (First) (Middle)

C/O CHIPOTLE MEXICAN GRILL, INC.

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 Operating 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)		16,502	A	$39.39	32,542	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
2026 SOSAR	$39.39	02/06/2026		A(2)		53,498		02/06/2028	02/06/2033	common stock	53,498	$0	53,498	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 Chipotle (CMG) COO Jason Allan Kidd report?

Jason Allan Kidd reported receiving equity awards from Chipotle on February 6, 2026. He acquired 16,502 shares of common stock and a 2026 stock-only stock appreciation right (SOSAR) for 53,498 shares, both granted as part of his compensation and vesting over time.

How many Chipotle (CMG) common shares does the COO own after this Form 4?

After the reported award, Jason Allan Kidd beneficially owns 32,542 shares of Chipotle common stock directly. This reflects the addition of 16,502 newly granted shares to his prior holdings, as disclosed in the Form 4 filed under Section 16 reporting rules.

What are the details of the Chipotle (CMG) 2026 SOSAR granted to the COO?

The 2026 SOSAR granted to Jason Allan Kidd covers 53,498 underlying Chipotle common shares at a $39.39 exercise price. It vests in equal portions on the second and third anniversaries of the February 6, 2026 grant date and settles in common stock on a one-for-one basis.

How do the Chipotle (CMG) RSUs granted to the COO vest and settle?

The RSU award of 16,502 units to Jason Allan Kidd vests in equal amounts on the second and third anniversaries of the February 6, 2026 grant date. When exercised, each RSU converts into one share of Chipotle common stock, with vesting subject to possible acceleration.

Is the reported Chipotle (CMG) insider activity a purchase or an award?

The transactions reported by Jason Allan Kidd are equity awards, not open-market purchases. He received restricted stock units and a stock-only stock appreciation right from Chipotle as compensation, with both awards vesting over future anniversaries and settling in shares of common stock upon exercise.