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Cheesecake Factory (CAKE) EVP, General Counsel reports tax-withholding share dispositions

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

Rhea-AI Filing Summary

The Cheesecake Factory EVP and General Counsel Scarlett May reported share transactions related to equity award vesting. On February 16, 2026, the company withheld 1,667 shares of common stock at $58.67 per share to cover tax obligations from vested restricted stock awards.

The company also withheld 1,516 shares at $58.67 per share to satisfy taxes from vested performance share awards. After these tax-withholding dispositions, May directly beneficially owned 31,734 shares of common stock, including shares of restricted stock that remain subject to forfeiture.

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Insider May Scarlett
Role EVP, GENERAL COUNSEL
Type Security Shares Price Value
Tax Withholding Common Stock 1,667 $58.67 $98K
Tax Withholding Common Stock 1,516 $58.67 $89K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 28,212 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 February 16, 2026, from the vesting of Restricted Stock Awards. 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 of restricted stock subject to forfeiture.
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*
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)
02/16/2026
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)
Code V Amount (A) or (D) Price
Common Stock 02/16/2026 F 1,667(1) D $58.67 28,212 D
Common Stock 02/16/2026 F 1,516(2) D $58.67 30,921 D
Common Stock 31,734(3) 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 16, 2026, from the vesting of Restricted Stock Awards.
2. 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.
3. Shares of restricted stock subject to forfeiture.
/s/ Scarlett May 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 executive Scarlett May report on this Form 4?

Scarlett May reported tax-withholding dispositions of Cheesecake Factory common stock. The company withheld shares to satisfy tax obligations tied to vesting restricted stock and performance share awards, rather than open-market sales initiated for investment purposes.

How many Cheesecake Factory (CAKE) shares were withheld for taxes from Scarlett May’s awards?

The issuer withheld 1,667 shares from restricted stock awards and 1,516 shares from performance share awards. Both sets of shares were valued at $58.67 per share for tax-withholding purposes on February 16, 2026.

Were Scarlett May’s CAKE transactions open-market sales of stock?

No, the transactions were tax-withholding dispositions coded “F.” The Cheesecake Factory withheld shares that would otherwise be delivered, using them solely to cover tax liabilities triggered by equity award vesting.

How many Cheesecake Factory (CAKE) shares does Scarlett May own after these transactions?

After the reported transactions, Scarlett May directly beneficially owned 31,734 shares of Cheesecake Factory common stock. This total includes shares of restricted stock that are still subject to forfeiture under the company’s award terms.

What is the role of Scarlett May at The Cheesecake Factory (CAKE)?

Scarlett May serves as Executive Vice President and General Counsel of The Cheesecake Factory. As a senior officer, her equity-based compensation and related tax-withholding transactions are disclosed through Form 4 insider ownership reports.

What does transaction code “F” mean in this CAKE Form 4 filing?

Code “F” indicates shares were used for payment of tax liability or exercise price. Here, Cheesecake Factory withheld common stock solely to satisfy tax withholding obligations tied to the vesting of restricted stock and performance share awards.