Schalow Laurie 4

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.