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CHIPOTLE MEXICAN GRILL INC·4

Feb 10, 4:13 PM ET

Garner Curtis E 4

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

Research Summary

AI-generated summary of this filing

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Chipotle (CMG) Pres Curtis Garner Exercises SOSARs, Sells Shares

What Happened Curtis E. Garner, President and Chief Strategy & Technology Officer of Chipotle (CMG), exercised stock appreciation rights (SOSARs) and received 86,100 shares on Feb 6, 2026. To cover exercise/tax obligations, 25,682 shares were retained/used, and Garner sold 61,077 shares in an open‑market transaction for roughly $2.44 million. The filing also shows a grant/award of 213,992 derivative units (SOSARs) that are subject to vesting provisions.

Key Details

  • Primary dates: Feb 6, 2026 (exercise, withholding, open‑market sale); additional withholding on Feb 9, 2026.
  • Exercise: 86,100 SOSARs converted into 86,100 common shares; reported value ~ $1.00M (86,100 @ $11.65 = $1,003,496).
  • Withholding/tax: 25,023 shares withheld on Feb 6 at a weighted price of $40.10 (≈ $1,003,547) and 659 shares withheld on Feb 9 at $39.39 (≈ $25,958) — total 25,682 shares withheld.
  • Open‑market sale: 61,077 shares sold at a weighted average price of $40.01 for ≈ $2,443,856; actual sale prices ranged $39.96–$40.07 (footnote).
  • Award: Grant of 213,992 SOSARs shown as a derivative award (no cash value reported); footnotes state SOSARs vest in equal amounts on the 2nd and 3rd anniversaries and settle 1:1 in shares upon exercise.
  • Filing timeliness: Transaction date Feb 6, 2026; Form 4 filed Feb 10, 2026 (within the SEC two-business-day reporting window) — timely.
  • Shares owned after transaction: Not specified in the filing.

Context

  • SOSARs (stock appreciation rights) pay the holder the appreciation in the underlying stock and are commonly settled in shares; this filing shows a cashless/net settlement pattern: derivative awards were converted to shares, some shares were withheld to satisfy exercise/tax obligations, and a portion was sold on the open market.
  • Withholding or share retention to cover taxes/exercise (footnotes F1/F3) is routine and does not necessarily indicate a change in the insider’s view of the company.
  • The sale proceeds and withholding amounts are factual; no inference about motive should be drawn from this Form 4.

Insider Transaction Report

Form 4
Period: 2026-02-06
CHIPOTLE MEXICAN GRILL INCCMG
Garner Curtis E
Pres, Chief Strgy & Tech Off
Transactions
  • Exercise/Conversion

    common stock

    2026-02-06$11.65/sh+86,100$1,003,496→ 359,437 total
  • Tax Payment

    common stock

    [F1]
    2026-02-06$40.10/sh−25,023$1,003,547→ 273,337 total
  • Sale

    common stock

    [F2]
    2026-02-06$40.01/sh−61,077$2,443,856→ 298,360 total
  • Tax Payment

    common stock

    [F3]
    2026-02-09$39.39/sh−659$25,958→ 297,701 total
  • Award

    2026 SOSAR

    [F4]
    2026-02-06+213,992→ 213,992 total
    Exercise: $39.39From: 2028-02-06Exp: 2033-02-06→ common stock (213,992 underlying)
  • Exercise/Conversion

    2019 SOSARs

    [F5]
    2026-02-06−86,100→ 0 total
    Exercise: $11.66From: 2021-02-08Exp: 2026-02-08→ common stock (86,100 underlying)
Footnotes (5)
  • [F1]Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon exercise of a stock appreciation rights (SOSAR).
  • [F2]Reflects a weighted-average price. Actual sales prices ranged from $39.96 to $40.07 per share. For each transaction on this Form 4 that is reported at a weighted average price, the reporting person undertakes to furnish to the issuer, any requesting shareholder of the issuer, or the staff of the Securities and Exchange Commission complete information regarding the number of shares sold at each separate price.
  • [F3]Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon the vesting of a restricted stock unit.
  • [F4]Represents an award of a 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.
  • [F5]The SOSAR vested in equal amounts on the second and third anniversaries of the grant date.
Signature
/s/ Helen Kaminski, pursuant to power of attorney previously filed|2026-02-10

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT