Garner Curtis E 4

What Happened
Curtis E. Garner, President and Chief Strategy & Technology Officer of Chipotle Mexican Grill (CMG), received 254,846 shares on Feb 15, 2026 as the settlement of a 2023 performance share unit (PSU) award. Of those shares, 134,177 were retained by Chipotle to satisfy the reporting person's tax obligations (value of withheld shares: 134,177 × $35.84 = $4,808,904). The award shares were issued at $0.00 per share as part of PSU vesting tied to performance goals.

Key Details

• Transaction date: 2026-02-15; filing date: 2026-02-17 (filed within standard Form 4 window).
• Awarded/Acquired: 254,846 shares (code A) at $0.00 — PSU settlement (F1).
• Withheld/Disposed: 134,177 shares (code F) at $35.84 — retained by company for tax withholding totaling ~$4.81M (F2).
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Footnotes: F1 = PSU awarded in 2023 and settled based on performance; F2 = shares retained to satisfy tax withholding.

Context
This was a PSU settlement (an award vesting), not an open-market sale or purchase. The retention of shares to cover taxes is a common administrative step (share withholding) and does not necessarily indicate an independent sale by the insider. For retail investors, awards and tax-withholding transactions are routine compensation events and should be interpreted differently than discretionary buys or sales.