Schalow Laurie 4

What Happened

• Laurie Schalow, Chipotle’s Chief Corporate Affairs Officer, received 76,577 shares on Feb 15, 2026 as the settlement of performance share units (PSUs) awarded in 2023. The award shows an acquisition at $0.00 (award/settlement).
• Simultaneously, 37,113 shares were withheld to cover the reporting person’s tax liability at $35.84 per share, a disposition valued at $1,330,130. Using the $35.84 price implied by the withholding, the PSU settlement is roughly worth $2.74M.

Key Details

• Transaction date: 2026-02-15; Form 4 filed 2026-02-17 (no indication in filing that it was late).
• Awarded/issued: 76,577 shares (PSU settlement) — recorded as an acquisition (code A) at $0.00.
• Tax withholding/disposition: 37,113 shares withheld (code F) at $35.84, total $1,330,130.
• Shares owned after transaction: not disclosed in the provided filing.
• Footnotes: F1 — shares issued in settlement of a 2023 PSU based on performance achievement; F2 — shares retained by Chipotle to satisfy the reporting person’s tax obligation.
• Transaction types explained: This was a PSU settlement (award issuance) with a routine tax withholding — not an open-market purchase or discretionary sale.

Context

• PSU settlements reflect compensation tied to pre-set performance goals; receiving such shares is a compensation event rather than a market-directional purchase.
• The withholding of shares to cover taxes is a common administrative step and should not be read as an active sell decision by the insider.