Garner Curtis E 4

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.