Boatwright Scott 4

What Happened

• Scott Boatwright, Chipotle Mexican Grill (CMG) CEO, received a derivative equity award and had shares withheld to cover tax obligations. On 2026-02-06 he was granted 444,445 stock-only stock appreciation rights (SOSARs) (no cash payout now). On 2026-02-09, 8,048 shares were retained by Chipotle to satisfy tax withholding at $39.39/share, a value of $317,011. The withholding is recorded as a disposition for tax purposes, not an open-market sale.

Key Details

• Transaction dates & types: 2026-02-06 — Award/Grant (code A) of 444,445 SOSARs; 2026-02-09 — Tax withholding (code F) of 8,048 shares at $39.39/share (total ~$317,011).
• Shares owned after the transactions: not specified in the filing.
• Footnotes: F1 — shares retained by Chipotle to satisfy tax withholding on RSU vesting; F2 — the grant is SOSARs that vest in equal amounts on the 2nd and 3rd anniversaries and, upon exercise, settle 1-for-1 in common stock (may be subject to acceleration).
• Filing/timeliness: Form 4 filed 2026-02-10 reporting the Feb 6 and Feb 9 events; appears timely.

Context

• SOSARs are a derivative award that can pay out in shares based on appreciation; Boatwright did not receive tradable shares for the full 444,445 award immediately — vesting occurs later (years 2 and 3).
• The 8,048-share withholding is a routine tax-withholding action (company-retained shares) and should not be read as an open-market sale indicating sentiment.