Bush Matthew R 4

4 · CHIPOTLE MEXICAN GRILL INC · Filed Feb 10, 2026

AI-generated summary of this filing

Updated Feb 10, 2026

Chipotle (CMG) Controller Matthew Bush Receives Stock Awards

What Happened

Matthew R. Bush, Controller and Principal Accounting Officer at Chipotle Mexican Grill (CMG), received equity awards on Feb 6, 2026 and had shares withheld for tax on Feb 9, 2026.
- Awarded 3,174 shares (RSUs) that were delivered at $39.39 per share — value ≈ $125,024.
- Awarded 20,577 derivative units (stock-only stock appreciation rights / SOSARs) shown at $0.00 in the filing (derivative award).
- 475 shares were withheld (disposed) at $39.39 to cover tax obligations — value ≈ $18,710.

Key Details

Transaction dates and amounts:
- 2026-02-06: Grant/award — 3,174 RSU shares @ $39.39 (acquired) — $125,024 (F1, F2).
- 2026-02-06: Grant/award — 20,577 SOSAR derivative units @ $0.00 (acquired) — $0 (F4).
- 2026-02-09: Tax withholding (disposition) — 475 shares withheld @ $39.39 — $18,710 (F3).
Shares owned after the transactions: not specified in the Form 4 filing.
Notable footnotes:
- F1: The 3,174 award is RSUs that vest in equal amounts on the 2nd and 3rd anniversaries (may accelerate); RSUs settle 1-for-1 in common stock.
- F4: The 20,577 award is a SOSAR that vests similarly and settles 1-for-1 in shares upon exercise.
- F2: The reported amounts include 123 shares acquired under the Employee Stock Purchase Plan (ESPP), exempt under Rule 16b-3(c).
- F3: 475 shares were retained by Chipotle to satisfy the reporting person’s tax withholding obligation on vesting.
Filing timeliness: Report filed 2026-02-10 for transactions on 2026-02-06 and 2026-02-09; filing appears to be timely under Form 4 reporting rules.

Context

These transactions are compensation awards (RSUs and SOSARs), not open-market purchases or sales for investment reasons. The withholding of 475 shares to satisfy taxes is a routine post-vesting tax payment and does not indicate a discretionary sale of shares. The SOSARs are derivative awards that will convert to shares if and when vested/exercised per the award terms.

Form 4

Period: 2026-02-06

Controller, PAO

Transactions

Award
common stock
[F1][F2]
2026-02-06$39.39/sh+3,174$125,024→ 20,107 total
Tax Payment
common stock
[F3]
2026-02-09$39.39/sh−475$18,710→ 19,755 total
Award
2026 SOSAR
[F4]
2026-02-06+20,577→ 20,577 total
Exercise: $39.39From: 2028-02-06Exp: 2033-02-06→ common stock (20,577 underlying)

Footnotes (4)

[F1]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.
[F2]Includes 123 shares acquired under Chipotle's Employee Stock Purchase Plan in transactions that were exempt under Rule 16b-3(c).
[F3]Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon the vesting of an RSU.
[F4]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.

Signature

/s/ Helen Kaminski, pursuant to power of attorney previously filed|2026-02-10

1 file