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

The Compensation Committee certified partial performance goal attainment. On February 11, 2026 it determined that 91% of the February 2023 performance share awards were eligible to vest, converting into 7,043 shares that are now subject to service-based vesting over three scheduled dates.

Cheesecake Factory (CAKE) EVP receives restricted and performance shares

Q: How many Cheesecake Factory (CAKE) shares were granted to the EVP?

The EVP received two equity grants totaling 12,933 shares. She was awarded 5,890 shares of restricted stock and 7,043 shares associated with performance share awards. Both grants were recorded at $0 per share as compensation, with vesting spread over several future dates tied to continued service.

Q: What is the vesting schedule for Scarlett May’s restricted CAKE stock?

The restricted stock vests over three future dates. Sixty percent of the 5,890-share award vests on February 11, 2029, and 20% vests on each of February 11, 2030 and February 11, 2031. Vesting depends on Scarlett May’s continued service with the company.

Q: What is the vesting schedule for CAKE performance-based shares granted to Scarlett May?

The performance-based shares vest in three tranches. Of the 7,043 shares tied to the performance awards, 60% service-vests on February 16, 2026, 20% on February 16, 2027 and 20% on February 16, 2028, all contingent on continued employment with Cheesecake Factory.

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Form Type

Rhea-AI Filing Summary

The Cheesecake Factory Incorporated EVP and General Counsel Scarlett May reported equity compensation awards. On February 11, 2026, she acquired 5,890 shares of restricted common stock at $0 per share and 7,043 shares tied to performance share awards, also at $0.

The restricted stock award vests 60% on February 11, 2029 and 20% on each of February 11, 2030 and February 11, 2031, subject to continued service. The Compensation Committee determined that 91% of a February 2023 performance share grant was eligible to vest, with 60% of those shares vesting on February 16, 2026, 20% on February 16, 2027 and 20% on February 16, 2028, also conditioned on continued service.

Insider Trade Summary

Net Buyer: 12,933 shares

Net Buy 3 txns

Insider May Scarlett

Role EVP, GENERAL COUNSEL

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,890	$0.00	$0.00
Grant/Award	Common Stock	7,043	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 65,838 shares (Direct)

Footnotes (3)

F1. 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.
F2. Shares of restricted stock subject to forfeiture.
F3. 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.

FAQ

What insider transaction did CAKE executive Scarlett May report?

Scarlett May reported equity awards, not an open-market trade. On February 11, 2026 she acquired 5,890 restricted shares and 7,043 performance-based shares of Cheesecake Factory common stock at $0 per share as part of her executive compensation package, subject to multi-year vesting conditions.

How many Cheesecake Factory (CAKE) shares were granted to the EVP?

The EVP received two equity grants totaling 12,933 shares. She was awarded 5,890 shares of restricted stock and 7,043 shares associated with performance share awards. Both grants were recorded at $0 per share as compensation, with vesting spread over several future dates tied to continued service.

What is the vesting schedule for Scarlett May’s restricted CAKE stock?

The restricted stock vests over three future dates. Sixty percent of the 5,890-share award vests on February 11, 2029, and 20% vests on each of February 11, 2030 and February 11, 2031. Vesting depends on Scarlett May’s continued service with the company.

What is the vesting schedule for CAKE performance-based shares granted to Scarlett May?

The performance-based shares vest in three tranches. Of the 7,043 shares tied to the performance awards, 60% service-vests on February 16, 2026, 20% on February 16, 2027 and 20% on February 16, 2028, all contingent on continued employment with Cheesecake Factory.

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Accepted by SEC EDGAR 02/13/2026 - 06:01 PM

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

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)
02/11/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/11/2026		A		5,890⁽¹⁾	A	$0	33,560⁽²⁾	D
Common Stock	02/11/2026		A		7,043⁽³⁾	A	$0	40,603⁽²⁾	D
Common Stock								25,235	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/ Scarlett May	02/13/2026
	** 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