Cheesecake Factory EVP has shares withheld for taxes

Cheesecake Factory executive Scarlett May reported a tax-withholding share disposition.

Rhea-AI Filing Summary

Cheesecake Factory executive Scarlett May reported a tax-withholding share disposition. On February 10, 2026, the issuer withheld 1,508 shares of common stock at $60.57 per share to cover her tax obligations from vesting restricted stock. Following this, she directly owns 25,235 common shares and 27,670 restricted shares subject to forfeiture.

Insider Trade Summary

Exercise Price or Tax Liability: 1,508 shares

Exercise Price or Tax Liability 2 txns

Insider May Scarlett

Role EVP, GENERAL COUNSEL

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,508	$60.57	$91K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 52,905 shares (Direct)

Footnotes (2)

1. F1. 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 10, 2026, from the vesting of restricted stock.
2. F2. Shares of restricted stock subject to forfeiture.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CAKE executive Scarlett May report?

Scarlett May reported shares withheld to cover taxes. On February 10, 2026, The Cheesecake Factory withheld 1,508 shares of common stock at $60.57 per share to satisfy her tax obligations arising from the vesting of restricted stock granted to her.

Was Scarlett May’s CAKE Form 4 transaction an open market sale?

The transaction was a tax-withholding disposition, not an open sale. The issuer retained 1,508 shares of common stock solely to satisfy tax withholding obligations tied to vested restricted stock, rather than May selling shares into the market herself.

How many Cheesecake Factory shares does Scarlett May own after this Form 4?

Scarlett May directly owns 25,235 common shares after the transaction. In addition, she holds 27,670 shares of restricted stock that remain subject to forfeiture, reflecting ongoing equity-based compensation tied to her role as EVP and General Counsel.

What does the 1,508-share tax withholding mean for CAKE shareholders?

The 1,508-share withholding is a routine equity compensation event. It reflects standard tax settlement on vested restricted stock for an executive officer and does not represent a discretionary open market sale, so it is generally viewed as administrative rather than thesis-changing.

What role does Scarlett May hold at The Cheesecake Factory (CAKE)?

Scarlett May serves as Executive Vice President and General Counsel. Her Form 4 identifies her as an officer rather than a director or 10% owner, meaning the reported equity activity relates to her executive compensation rather than large insider ownership changes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/12/2026 - 05:54 PM EST Learn about SEC filing dates

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^*

May Scarlett

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		F		1,508(1)	D	$60.57	25,235	D
Common Stock								27,670(2)	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. 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 10, 2026, from the vesting of restricted stock.

2. Shares of restricted stock subject to forfeiture.

	/s/ Scarlett May	02/12/2026
	** 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.