Cheesecake Factory (NASDAQ: CAKE) president receives new stock awards

Rhea-AI Filing Summary

Cheesecake Factory president David M. Gordon reported new equity awards in company stock. On February 11, 2026, he acquired 13,400 shares of restricted common stock at a price of $0 per share, subject to service-based vesting through February 2031.

He also acquired 15,761 performance-based shares at $0 per share after the compensation committee certified that 91% of a February 2023 performance award was eligible to vest, with service vesting scheduled between February 16, 2026 and February 16, 2028. Following these transactions, he directly beneficially owned 80,088 shares of common stock, including restricted shares subject to forfeiture.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gordon David M

(Last) (First) (Middle)

C/O THE CHEESECAKE FACTORY INC.

26901 MALIBU HILLS DRIVE

(Street)

CALABASAS HILLS CA 91301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CHEESECAKE FACTORY INC [ CAKE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		A		13,400(1)	A	$0	64,327(2)	D
Common Stock	02/11/2026		A		15,761(3)	A	$0	80,088(2)	D
Common Stock								29,837	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock award which vests 60% on 2/11/29 and 20% on each of 2/11/30 and 2/11/31, subject to the Reporting Person's continued service.

2. Shares of restricted stock subject to forfeiture.

3. On February 11, 2026, the Compensation Committee certificated to the attainment of the performance goals underlying the February 2023 grants of performance share awards and determined that 91% of the performance share awards were eligible to vest based on continued service-vesting conditions, with 60% of the shares underlying the award service vesting on February 16, 2026, 20% on February 16, 2027 and 20% on February 16, 2028, subject to the Reporting Person's continued service.

	/s/ David Gordon by Scarlett May, Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did CAKE president David Gordon report?

David Gordon reported receiving equity awards in Cheesecake Factory common stock. On February 11, 2026, he acquired 13,400 restricted shares and 15,761 performance-based shares at a price of $0 per share, subject to multi-year service-based vesting conditions.

How many Cheesecake Factory (CAKE) shares does David Gordon own after this Form 4?

After the reported awards, David Gordon beneficially owns 80,088 shares of Cheesecake Factory common stock directly. This total includes restricted stock subject to forfeiture as described in the filing’s footnotes and reflects his holdings following the February 11, 2026 transactions.

What are the vesting terms of David Gordon’s new CAKE restricted stock?

The 13,400-share restricted stock award vests 60% on February 11, 2029 and 20% on each of February 11, 2030 and February 11, 2031. Vesting is conditioned on David Gordon’s continued service with Cheesecake Factory throughout these dates.

How were David Gordon’s Cheesecake Factory performance shares determined?

On February 11, 2026, the compensation committee certified performance for February 2023 grants, determining 91% of the performance share awards were eligible to vest. This certification led to 15,761 performance-based shares becoming subject to further service-vesting requirements for David Gordon.

What is the vesting schedule for David Gordon’s CAKE performance share award?

For the performance-based award, 60% of the underlying shares service vest on February 16, 2026, 20% on February 16, 2027, and 20% on February 16, 2028. Vesting depends on David Gordon’s continued service with Cheesecake Factory over this period.

Did David Gordon pay cash for the Cheesecake Factory shares reported on this Form 4?

No cash was paid for these shares. Both the 13,400 restricted shares and the 15,761 performance-based shares were acquired at a reported price of $0 per share, reflecting equity compensation grants rather than open-market purchases.