Cheesecake Factory (CAKE) CEO logs tax withholding of 14,785 shares

Rhea-AI Filing Summary

Cheesecake Factory chairman and CEO David Overton reported a tax-related share withholding tied to restricted stock vesting. On February 10, 2026, the issuer withheld 14,785 shares of common stock at $60.57 per share solely to satisfy tax withholding obligations, rather than through an open-market sale.

After this transaction, 3,036,288 shares were held indirectly by the David M. Overton Family Trust, where he serves as trustee. Additional indirect holdings include 60,211 shares in a trust for his spouse and 183,950 shares in a 2011 gift trust for his son, for which he disclaims beneficial ownership. Overton also holds 240,013 shares of restricted stock directly, which remain subject to forfeiture.

Insider Trade Summary

Net Seller: 14,785 shares

Net Sell 4 txns

Insider OVERTON DAVID

Role CHAIRMAN AND C.E.O.

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	14,785	$60.57	$896K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 3,280,449 shares (Indirect, By Trust); Common Stock — 240,013 shares (Direct)

Footnotes (5)

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 held by the David M. Overton Family Trust of which Mr. Overton is trustee.
3. F3. 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.
4. F4. 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.
5. F5. Shares of restricted stock subject to forfeiture.

FAQ

What insider transaction did CAKE Chairman David Overton report?

David Overton reported an issuer tax-withholding transaction, not an open-market trade. On February 10, 2026, The Cheesecake Factory withheld 14,785 common shares at $60.57 solely to cover tax obligations from the vesting of restricted stock granted to him.

Was David Overton’s CAKE Form 4 a stock sale in the market?

No, the Form 4 shows shares withheld by the company, not sold in the market. The 14,785 shares were retained by the issuer specifically to satisfy tax withholding tied to restricted stock vesting on February 10, 2026, for David Overton.

How many Cheesecake Factory shares does David Overton hold through the family trust?

Following the reported transaction, 3,036,288 Cheesecake Factory common shares are held indirectly by the David M. Overton Family Trust. Mr. Overton serves as trustee of this trust, and these holdings are reported as indirect beneficial ownership on the Form 4 filing.

What additional CAKE shares related to David Overton are held in other trusts?

Beyond the family trust, 60,211 shares are held in the Sheila A. Overton Living Trust and 183,950 shares in the David M. Overton 2011 Gift Trust. The filing states that David Overton disclaims beneficial ownership of the shares in both of these trusts.

How many restricted Cheesecake Factory shares does David Overton directly hold?

David Overton directly holds 240,013 shares of Cheesecake Factory restricted stock. The filing notes these restricted shares are subject to forfeiture, meaning they could be lost if specified vesting or service conditions are not fully satisfied in the future.

What role does David Overton hold at The Cheesecake Factory Inc.?

David Overton is reported as both chairman and chief executive officer of The Cheesecake Factory Inc. The Form 4 identifies him as a director and officer, with the officer title listed specifically as “CHAIRMAN AND C.E.O.” in the relationship section.

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Accepted by SEC EDGAR 02/12/2026 - 05:51 PM 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^*

OVERTON DAVID

(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)

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)
02/10/2026

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		14,785(1)	D	$60.57	3,036,288(2)	I	By Trust
Common Stock								60,211(3)	I	By Trust
Common Stock								183,950(4)	I	By Trust
Common Stock								240,013(5)	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 held by the David M. Overton Family Trust of which Mr. Overton is trustee.

3. 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.

4. 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.

5. Shares of restricted stock subject to forfeiture.

	/s/ David Overton 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.