Rymer Adam T 4

What Happened

• Adam T. Rymer, Chief Financial Officer of Chipotle Mexican Grill (CMG), received 25,526 shares on 2026-02-15 as the settlement of a performance share unit (PSU) award (code A). Simultaneously, 8,971 shares were disposed (code F) at $35.84 per share to satisfy tax withholding, a cash value of $321,521. The award shares were issued at $0.00 per share.

Key Details

• Transaction date: 2026-02-15; Form filed 2026-02-17 (appears timely).
• Award: 25,526 shares issued (PSU settlement; price $0.00).
• Withholding/disposition: 8,971 shares at $35.84 = $321,521 (to cover tax liability).
• Footnotes: F1 — PSU awarded in 2023 settled based on performance goals. F2 — shares retained by Chipotle to satisfy the reporting person’s tax obligation upon vesting.
• Shares owned after the transactions: not specified in the provided filing.

Context

• This was a performance-based equity settlement, not an open-market purchase or sale; the withheld/disposed shares represent tax withholding (common “cashless” or share-withholding settlement) rather than a market-driven sale. Such filings are typically routine and reflect compensation vesting rather than an explicit trading signal.