Cheesecake Factory (CAKE) CFO receives new restricted and performance shares

Rhea-AI Filing Summary

The Cheesecake Factory’s Executive Vice President and CFO, Matthew Eliot Clark, reported stock-based compensation awards in company common stock. On February 11, 2026, he acquired 11,860 shares of restricted stock at $0 per share, which vest 60% on February 11, 2029 and 20% on each of February 11, 2030 and February 11, 2031, subject to continued service.

On the same date, the Compensation Committee certified performance results for February 2023 performance share awards, making 14,087 shares eligible to vest based on service conditions. These shares service-vest 60% on February 16, 2026, 20% on February 16, 2027, and 20% on February 16, 2028, also subject to his continued service. Following these acquisitions, his directly owned common stock holdings are reported at 46,751 shares.

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

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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)
02/11/2026

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	02/11/2026		A		11,860(1)	A	$0	32,664(2)	D
Common Stock	02/11/2026		A		14,087(3)	A	$0	46,751(2)	D
Common Stock								45,670	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. Restricted stock award which vests 60% on 2/11/29 and 20% on each of 2/11/30 and 2/11/31, subject to the Reporting Person's continued service.

2. Shares of restricted stock subject to forfeiture.

3. On February 11, 2026, the Compensation Committee certificated to the attainment of the performance goals underlying the February 2023 grants of performance share awards and determined that 91% of the performance share awards were eligible to vest based on continued service-vesting conditions, with 60% of the shares underlying the award service vesting on February 16, 2026, 20% on February 16, 2027 and 20% on February 16, 2028, subject to the Reporting Person's continued service.

	/s/ Matthew Clark by Scarlett May, Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did CAKE CFO Matthew Clark report on February 11, 2026?

Matthew Clark reported acquiring 11,860 restricted shares and 14,087 performance-based shares of Cheesecake Factory common stock. Both awards were granted at $0 per share as equity compensation, subject to multi-year vesting schedules tied to his continued service.

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

After the reported equity awards, Matthew Clark’s directly owned Cheesecake Factory common stock is listed at 46,751 shares. This figure reflects the updated total beneficial ownership disclosed, including the new restricted and performance-based share awards reported in the filing.

What are the vesting terms for Matthew Clark’s 11,860-share restricted stock award at CAKE?

The 11,860-share restricted stock award vests 60% on February 11, 2029, and 20% on each of February 11, 2030 and February 11, 2031. Vesting is conditioned on Matthew Clark’s continued service with The Cheesecake Factory throughout these dates.

How were the Cheesecake Factory performance share awards for the CFO determined?

On February 11, 2026, the Compensation Committee certified attainment of performance goals from February 2023 grants and determined 91% of the performance share awards were eligible to vest. This certification enabled 14,087 shares to vest over time, based on continued service requirements.

What is the vesting schedule for Matthew Clark’s 14,087 CAKE performance-based shares?

For the 14,087 performance-based shares, 60% service-vests on February 16, 2026, 20% on February 16, 2027, and 20% on February 16, 2028. Each tranche requires Matthew Clark to remain in service through the applicable vesting date with The Cheesecake Factory.

Did the CAKE CFO buy Cheesecake Factory stock on the open market in this filing?

No, the filing shows stock awards classified as acquisitions at $0 per share, not open-market purchases. The transactions represent restricted stock and performance share vesting decisions by the Compensation Committee, structured as part of Matthew Clark’s equity compensation package.