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Cheesecake Factory (CAKE) CEO reports 4,655 shares withheld for tax on vesting

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

Rhea-AI Filing Summary

Cheesecake Factory chairman and CEO David Overton reported a routine tax-related share disposition. On April 1, 2026, 4,655 shares of Common Stock were withheld by the company at $55.30 per share to satisfy tax obligations tied to vesting restricted stock, rather than being sold in the market.

After these transactions, Overton holds 264,865 shares directly and 3,079,779 shares through the David M. Overton Family Trust. Additional shares are held in trusts for his spouse and son, where he disclaims beneficial ownership.

Positive

  • None.

Negative

  • None.
Insider OVERTON DAVID
Role CHAIRMAN AND C.E.O.
Type Security Shares Price Value
Tax Withholding Common Stock 4,655 $55.30 $257K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 3,079,779 shares (Indirect, By Trust); Common Stock — 264,865 shares (Direct)
Footnotes (1)
  1. Represents shares of Issuer Common Stock withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance of shares of Issuer Common Stock delivered to the Reporting Person on April 1, 2026, from the vesting of restricted stock. 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.
Tax-withheld shares 4,655 shares Withheld on April 1, 2026 to satisfy tax obligations
Withholding price $55.30 per share Price used for 4,655 tax-withheld shares
Indirect family trust holdings 3,079,779 shares Shares held by the David M. Overton Family Trust
Direct holdings after transaction 264,865 shares Common Stock held directly by David Overton
Spouse trust holdings 60,211 shares Shares held by Sheila A. Overton Living Trust; beneficial ownership disclaimed
2011 Gift Trust holdings 183,950 shares Shares held by 2011 Gift Trust for son; beneficial ownership disclaimed
tax withholding obligations financial
"withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance"
vesting of restricted stock financial
"delivered to the Reporting Person on April 1, 2026, from the vesting of restricted stock"
Family Trust financial
"Shares held by the David M. Overton Family Trust of which Mr. Overton is trustee."
subject to forfeiture financial
"Shares of restricted stock subject to forfeiture."
disclaims beneficial ownership financial
"The reporting person disclaims beneficial ownership of these securities."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 91301
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
CHEESECAKE FACTORY INC [ CAKE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CHAIRMAN AND C.E.O.
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026F4,655(1)D$55.33,079,779(2)IBy Trust
Common Stock264,865(3)D
Common Stock60,211(4)IBy Trust
Common Stock183,950(5)IBy Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares of Issuer Common Stock withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance of shares of Issuer Common Stock delivered to the Reporting Person on April 1, 2026, from the vesting of restricted stock.
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-Fact04/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CAKE chairman David Overton report on April 1, 2026?

David Overton reported 4,655 Cheesecake Factory (CAKE) shares withheld for taxes. The company retained these shares at $55.30 each to cover tax obligations from restricted stock vesting, rather than Overton selling them in the open market.

Was David Overton’s April 2026 CAKE Form 4 an open-market stock sale?

No, the Form 4 shows tax withholding, not an open-market sale. Cheesecake Factory withheld 4,655 shares solely to satisfy Overton’s tax obligations from restricted stock vesting, according to the filing’s footnote, which is a common administrative transaction.

How many Cheesecake Factory (CAKE) shares does David Overton hold directly after this filing?

After the reported transactions, David Overton directly holds 264,865 CAKE common shares. The filing notes that some of these are restricted stock subject to forfeiture, reflecting equity-based compensation rather than purely unrestricted, tradable holdings.

What are David Overton’s indirect Cheesecake Factory holdings through family trusts?

The Form 4 shows 3,079,779 shares held by the David M. Overton Family Trust, where he is trustee. Additional shares are held in trusts for his spouse and son; for those, the filing states Overton disclaims beneficial ownership of the securities.

How many CAKE shares were withheld for David Overton’s tax obligations and at what price?

The company withheld 4,655 CAKE shares at $55.30 per share. The filing explains these shares were retained solely to satisfy tax withholding obligations arising from the April 1, 2026 vesting of restricted stock granted to Overton.

Does David Overton disclaim ownership of any Cheesecake Factory shares reported in this Form 4?

Yes. The filing notes that shares held by the Sheila A. Overton Living Trust and the David M. Overton 2011 Gift Trust are for his spouse and son, and explicitly states that the reporting person disclaims beneficial ownership of those securities.