Bush Matthew R 4

What Happened

• Matthew R. Bush, Controller and Principal Accounting Officer of Chipotle Mexican Grill (CMG), had a performance share unit (PSU) award from 2023 settle on Feb 15, 2026. The PSU settlement resulted in the issuance of 6,416 shares (award, acquired at $0).
• To cover tax withholding related to the vesting, 2,365 of those shares were surrendered/withheld (reported as a disposition) at $35.84 per share, a withheld value of $84,762.
• This was an award/settlement and tax-withholding event (not an open-market buy or sell), which is routine following PSU vesting.

Key Details

• Transaction date: 2026-02-15; Form 4 filed: 2026-02-17.
• Award: 6,416 shares issued (code A) at $0.00 (PSU settlement).
• Tax withholding: 2,365 shares disposed/withheld (code F) at $35.84/share; total withholding value reported $84,762.
• Shares owned after the transaction: not specified in the filing.
• Footnotes from the filing:
  • F1: Shares issued in settlement of a 2023 PSU; settlement based on achievement of performance goals.
  • F2: Shares retained by Chipotle to satisfy the reporting person’s tax obligation upon PSU vesting.
• Filing timeliness: Form filed Feb 17 for a Feb 15 transaction; the filing shows the report was submitted (no late-filing flag noted in the disclosure).

Context

• This was a PSU vesting and settlement event. The net effect for the insider is receipt of shares subject to withholding for taxes (a common cashless-withholding practice), not a market sale or purchase that signals trading intent.
• For retail investors, award settlements like this reflect compensation delivery tied to prior performance grants rather than a direct vote of confidence via new cash purchases.