Form 4: OVERTON DAVID reports disposition transactions in CAKE

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

OVERTON DAVID reported disposition transactions in a Form 4 filing for CAKE. The filing lists transactions totaling 40,397 shares at a weighted average price of $58.67 per share. Following the reported transactions, holdings were 3,056,706 shares.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider OVERTON DAVID

Role CHAIRMAN AND C.E.O.

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	21,150	$58.67	$1.24M
Tax Withholding	Common Stock	19,247	$58.67	$1.13M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 3,056,706 shares (Indirect, By Trust); Common Stock — 274,013 shares (Direct)

Footnotes (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 February 16, 2026, from the vesting of Restricted Stock Awards. Shares held by the David M. Overton Family Trust of which Mr. Overton is trustee. 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 February 16, 2026, from the vesting of Performance Share Awards. 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. Shares of restricted stock subject to forfeiture.

Form 4 Insider Transactions: What Each Field Means →

02/17/2026 - 05:52 PM

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

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)
02/16/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/16/2026		F		21,150⁽¹⁾	D	$58.67	3,056,706⁽²⁾	I	By Trust
Common Stock	02/16/2026		F		19,247⁽³⁾	D	$58.67	3,075,286⁽²⁾	I	By Trust
Common Stock								60,211⁽⁴⁾	I	By Trust
Common Stock								183,950⁽⁵⁾	I	By Trust
Common Stock								274,013⁽⁶⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 February 16, 2026, from the vesting of Restricted Stock Awards.

2. Shares held by the David M. Overton Family Trust of which Mr. Overton is trustee.

3. 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 February 16, 2026, from the vesting of Performance Share Awards.

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.

6. Shares of restricted stock subject to forfeiture.

	/s/ David Overton by Scarlett May, Attorney-in-Fact	02/17/2026
	** 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.
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 transaction did CAKE Chairman David Overton report on February 16, 2026?

David Overton reported tax-related share withholdings on February 16, 2026, not open-market sales. The company withheld Cheesecake Factory common stock to satisfy tax obligations arising from vesting of restricted stock and performance share awards delivered to him on that date.

How many Cheesecake Factory (CAKE) shares were withheld for David Overton’s taxes?

Two blocks of shares were withheld to cover taxes: 21,150 shares from restricted stock awards and 19,247 shares from performance share awards. Both were valued at $58.67 per share, reflecting a non-market tax-withholding disposition rather than discretionary buying or selling.

How many CAKE shares does David Overton hold indirectly after these transactions?

Following the reported transactions, 3,075,286 Cheesecake Factory common shares are held indirectly through the David M. Overton Family Trust, where he serves as trustee. This indirect position reflects his primary reported trust holding after the February 16, 2026 equity award vesting and tax withholding.

What additional Cheesecake Factory (CAKE) trust holdings are associated with David Overton?

Besides the family trust, there are 60,211 shares in the Sheila A. Overton Living Trust and 183,950 shares in the David M. Overton 2011 Gift Trust. Both are for family members, and David Overton disclaims beneficial ownership of these securities despite their appearance in the ownership table.

What direct Cheesecake Factory stock holdings does David Overton report?

David Overton reports 274,013 Cheesecake Factory common shares as restricted stock held directly. These shares are subject to forfeiture under award terms, meaning they can be lost if vesting or service conditions associated with the restricted stock grants are not fully satisfied.

Were David Overton’s February 2026 CAKE transactions open-market sales or tax withholdings?

The transactions were tax withholdings, not open-market sales. Code F indicates shares were delivered to the issuer to pay tax liabilities arising from the vesting of restricted stock and performance share awards granted to David Overton, rather than discretionary selling into the market.