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Cheesecake Factory (NASDAQ: CAKE) CEO details 50-share family gift transaction

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

The Cheesecake Factory Inc. Chairman and CEO David Overton reported a small insider transaction involving company common stock. On 12/10/2025, a family trust for which he serves as trustee gifted 50 shares of common stock, at a stated price of $0, to his grandson. After this gift, that trust held 3,017,298 shares of Cheesecake Factory stock indirectly for Overton.

He also reports ownership of 273,788 shares of restricted stock subject to forfeiture, as well as indirect interests in 60,211 shares held in the Sheila A. Overton Living Trust and 183,950 shares in a 2011 gift trust for his son. For the Sheila A. Overton Living Trust and the 2011 gift trust, he disclaims beneficial ownership of the securities.

Positive

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Negative

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Insider OVERTON DAVID
Role CHAIRMAN AND C.E.O.
Type Security Shares Price Value
Gift Common Stock 50 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 3,017,298 shares (Indirect, By Trust); Common Stock — 273,788 shares (Direct)
Footnotes (1)
  1. Represents shares of stock gifted to the reporting persons grandson. Shares held by the David M. Overton Family Trust of which Mr. Overton is trustee. Shares of restricted stock subject to forfeiture. Shares held by Mr. Overton's spouse as trustee for the Sheila A. Overton Living Trust. The reporting person disclaims beneficial ownership of these securities. Shares held by the David M. Overton 2011 Gift Trust UTA dated 11/23/2011 for the benefit of the reporting person's son. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities.
Form 4 Insider Transactions: What Each Field Means →
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
OVERTON DAVID
(Last) (First) (Middle)
26901 MALIBU HILLS ROAD
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHAIRMAN AND C.E.O.
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025
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 12/10/2025 G 50(1) D $0 3,017,298 I By Trust(2)
Common Stock 273,788(3) D
Common Stock 60,211 I By Trust(4)
Common Stock 183,950 I By Trust(5)
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. Represents shares of stock gifted to the reporting persons grandson.
2. Shares held by the David M. Overton Family Trust of which Mr. Overton is trustee.
3. Shares of restricted stock subject to forfeiture.
4. Shares held by Mr. Overton's spouse as trustee for the Sheila A. Overton Living Trust. The reporting person disclaims beneficial ownership of these securities.
5. Shares held by the David M. Overton 2011 Gift Trust UTA dated 11/23/2011 for the benefit of the reporting person's son. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities.
/s/ David Overton by Scarlett May, Attorney-in-Fact 12/11/2025
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider stock transaction did Cheesecake Factory's David Overton report?

David Overton reported that a family trust for which he is trustee gifted 50 shares of Cheesecake Factory common stock at a stated price of $0.

When did the reported Cheesecake Factory (CAKE) stock gift occur and to whom was it made?

The stock gift occurred on 12/10/2025 and, according to the explanation of responses, represented shares gifted to the reporting person's grandson.

How many Cheesecake Factory shares does the Overton Family Trust hold after the gift?

Following the 50-share gift, the David M. Overton Family Trust held 3,017,298 shares of Cheesecake Factory common stock, reported as indirectly owned by David Overton.

What restricted stock holdings does David Overton report in Cheesecake Factory (CAKE)?

David Overton reports 273,788 shares of restricted Cheesecake Factory common stock that are subject to forfeiture.

Which Cheesecake Factory shareholdings does David Overton disclaim beneficial ownership of?

He disclaims beneficial ownership of 60,211 shares held in the Sheila A. Overton Living Trust and 183,950 shares held in the David M. Overton 2011 Gift Trust for his son.

What roles does David Overton hold at Cheesecake Factory (CAKE)?

David Overton is reported as a Director and as an Officer, serving as Chairman and C.E.O. of The Cheesecake Factory Inc.