Bush Matthew R 4

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.