Schalow Laurie 4

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

AI-generated summary of this filing

Updated Feb 10, 2026

Chipotle (CMG) Laurie Schalow Receives RSU & SOSAR Awards

What Happened

Laurie Schalow, Chief of Corporate Affairs (Food Safety), received equity awards from Chipotle. On Feb 6, 2026 she was granted 8,886 restricted stock units (RSUs) reported at $39.39 each (total value ≈ $350,020). The filing also shows a derivative award of 28,807 stock-only stock appreciation rights (SOSARs) granted the same date. On Feb 9, 2026, 182 shares were surrendered/disposed to satisfy tax withholding (valued at $39.39 each, $7,169).

Key Details

Transaction dates and prices:
- Feb 6, 2026: RSU grant — 8,886 shares @ $39.39 (reported value ≈ $350,020).
- Feb 6, 2026: SOSAR grant (derivative) — 28,807 units @ $0.00 (no immediate dollar value shown).
- Feb 9, 2026: Tax withholding — 182 shares disposed @ $39.39 ($7,169).
Shares owned after transaction: not disclosed in the filing.
Footnotes:
- F1: RSUs vest in equal amounts on the 2nd and 3rd anniversaries; each RSU settles 1-for-1 into common stock upon vesting.
- F2: 182 shares were retained by Chipotle to satisfy the reporting person's tax withholding obligation upon vesting (routine).
- F3: SOSARs vest in equal amounts on the 2nd and 3rd anniversaries; SOSARs settle in shares 1-for-1 upon exercise.
Filing timeliness: Form 4 was filed Feb 10, 2026. That appears to be timely relative to the reported Feb 6 and Feb 9 transactions.

Context

These are compensation awards (RSU and SOSAR grants), common for executives and senior staff; they represent future equity-based pay and are not the same as open‑market purchases or sales. The 182-share disposal is a routine tax-withholding action rather than a market sale. The SOSARs are derivative awards that will only convert to shares (if any value accrues) when they vest and are exercised.

Form 4

Period: 2026-02-06

Chief Corp Affairs Officer

Transactions

Award
common stock
[F1]
2026-02-06$39.39/sh+8,886$350,020→ 157,258 total
Tax Payment
common stock
[F2]
2026-02-09$39.39/sh−182$7,169→ 157,076 total
Award
2026 SOSAR
[F3]
2026-02-06+28,807→ 28,807 total
Exercise: $39.39From: 2028-02-06Exp: 2033-02-06→ common stock (28,807 underlying)

Footnotes (3)

[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]Consists of shares of common stock retained by Chipotle to satisfy the reporting person's payment obligation upon the vesting of an RSU.
[F3]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