Tax-share withholding by Cheesecake Factory (NASDAQ: CAKE) CFO

Rhea-AI Filing Summary

Cheesecake Factory’s Executive Vice President and Chief Financial Officer, Matthew Eliot Clark, reported a tax-related share withholding on company stock. On February 10, 2026, the issuer withheld 2,864 shares of common stock at $60.57 per share to cover tax obligations arising from the vesting of restricted stock. After this transaction, Clark directly holds 45,670 shares of common stock and 20,804 shares of restricted stock, with the restricted shares noted as 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

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^*

Clark Matthew Eliot

(Last) (First) (Middle)

26901 MALIBU HILLS RD

(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)
	EXEC VP, CFO

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		2,864(1)	D	$60.57	45,670	D
Common Stock								20,804(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/ Matthew Clark by Scarlett May, Attorney-in-Fact	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.

FAQ

What did Cheesecake Factory (CAKE) disclose in this Form 4 filing?

The filing shows Cheesecake Factory’s CFO, Matthew Eliot Clark, had company shares withheld to cover taxes on vested restricted stock. This was a tax-withholding disposition, not an open-market buy or sell transaction, and it updated his reported share holdings.

How many Cheesecake Factory (CAKE) shares were withheld for taxes?

The issuer withheld 2,864 shares of common stock at $60.57 per share. These shares were taken to satisfy tax withholding obligations connected to the vesting of restricted stock delivered to the CFO on February 10, 2026.

Is the Cheesecake Factory (CAKE) CFO selling shares in this Form 4?

No, this Form 4 records a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to cover taxes on vested restricted stock, as indicated by transaction code F and the explanatory footnote.

How many Cheesecake Factory (CAKE) shares does the CFO own after the transaction?

Following the reported transaction, the CFO directly owns 45,670 shares of common stock. He also holds 20,804 shares of restricted stock, which are specifically described as being subject to potential forfeiture under their award terms.

What does “restricted stock subject to forfeiture” mean for CAKE in this filing?

It means the CFO’s 20,804 restricted shares are still subject to conditions, such as service or performance requirements. If those conditions are not met, some or all of the restricted shares can be forfeited and not fully retained.

Who is the insider involved in this Cheesecake Factory (CAKE) Form 4?

The insider is Matthew Eliot Clark, Executive Vice President and Chief Financial Officer of Cheesecake Factory. He filed individually, reporting a tax-withholding disposition related to restricted stock vesting and his updated direct ownership in company shares.