Boatwright Scott 4

What Happened Scott Boatwright, CEO of Chipotle Mexican Grill (CMG), had 229,457 shares issued on 2026-02-15 in settlement of performance share units (PSUs) awarded in 2023. Of those shares, 120,810 were retained by Chipotle to satisfy the reporting person's tax obligation at $35.84 per share, a withholding value of $4,329,830. The awarded shares show an acquisition price of $0 (grant/settlement).

Key Details

• Transaction date: 2026-02-15 (Form filed 2026-02-17; report period 2026-02-15) — filing appears timely.
• Award: 229,457 shares issued (code A) at $0.00.
• Withholding/disposition: 120,810 shares withheld (code F) at $35.84/share, total $4,329,830 (tax withholding to satisfy tax liability).
• Net shares delivered to Boatwright: 229,457 − 120,810 = 108,647 shares.
• Footnotes: PSU settled based on achievement of performance goals (F1); withheld shares represent shares retained by Chipotle for tax obligations (F2).
• No open‑market sale reported — the "disposition" reflects employer withholding, not a public sale.

Context This was a vested PSU settlement (performance-based equity) rather than an open‑market purchase or sale. Employer share withholding to cover taxes is a routine administrative step and does not necessarily indicate the insider is reducing exposure via market sales. Purchases or open-market sales by insiders typically carry more interpretive weight for retail investors.