Cheesecake Factory (CAKE) president has shares withheld to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CHEESECAKE FACTORY INC President David M. Gordon reported a routine tax-related share disposition. On April 1, 2026, 1,167 shares of Common Stock were withheld by the company at $55.30 per share to satisfy tax withholding obligations tied to vested restricted stock.

After this withholding, Gordon directly held 41,959 shares of Common Stock. A separate line shows his direct holdings increasing to 57,949 shares, which includes restricted stock subject to forfeiture, reflecting both vested and unvested equity awards rather than an open-market sale.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gordon David M

Role PRESIDENT

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,167	$55.30	$65K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 41,959 shares (Direct)

Footnotes (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 April 1, 2026, from the vesting of restricted stock. Shares of restricted stock subject to forfeiture.

Key Figures

Tax withholding shares: 1,167 shares Withholding price: $55.30 per share Direct common shares after withholding: 41,959 shares +1 more

4 metrics

Tax withholding shares 1,167 shares Withheld on April 1, 2026 to satisfy tax obligations

Withholding price $55.30 per share Price for shares withheld to cover taxes

Direct common shares after withholding 41,959 shares Directly held Cheesecake Factory Common Stock following F-code transaction

Total direct holdings including restricted stock 57,949 shares Includes restricted stock subject to forfeiture

Key Terms

tax withholding obligations, net issuance, restricted stock, subject to forfeiture

4 terms

tax withholding obligations financial

"withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance"

net issuance financial

"in connection with the net issuance of shares of Issuer Common Stock delivered"

restricted stock financial

"Shares of restricted stock subject to forfeiture."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

subject to forfeiture financial

"Shares of restricted stock subject to forfeiture."

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 04:59 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^*

Gordon David M

(Last)

(First)

(Middle)

C/O THE CHEESECAKE FACTORY INC.

26901 MALIBU HILLS DRIVE

(Street)

CALABASAS HILLS

CALIFORNIA

91301

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	PRESIDENT

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		F		1,167⁽¹⁾	D	$55.3	41,959	D
Common Stock								57,949⁽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)
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. 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 April 1, 2026, from the vesting of restricted stock.

2. Shares of restricted stock subject to forfeiture.

	/s/ David Gordon by Scarlett May, Attorney-in-Fact	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CAKE President David M. Gordon report?

David M. Gordon reported a routine tax-related disposition. The company withheld 1,167 Cheesecake Factory shares at $55.30 each to cover tax obligations arising from the vesting of restricted stock, rather than Gordon selling shares in the open market.

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

The company withheld 1,167 shares of Cheesecake Factory Common Stock. These shares were retained by the issuer at a price of $55.30 per share solely to satisfy Gordon’s tax withholding obligations connected to the net issuance from restricted stock vesting.

Did the CAKE President sell shares in the open market in this Form 4?

No open-market sale occurred. The Form 4 shows an F-code transaction where 1,167 Cheesecake Factory shares were withheld by the issuer to pay taxes on vested restricted stock, which is a non-discretionary, compensation-related event rather than a voluntary market sale.

How many Cheesecake Factory shares does David M. Gordon hold after this filing?

After the tax withholding, Gordon directly holds 41,959 Cheesecake Factory common shares. A separate holding entry shows total direct holdings of 57,949 shares, including restricted stock that remains subject to forfeiture under the company’s equity award terms.

What does ‘restricted stock subject to forfeiture’ mean for CAKE shares?

Restricted stock subject to forfeiture refers to Cheesecake Factory shares granted as compensation that may be lost if vesting conditions are not met. These conditions often include continued employment or performance goals, so some of Gordon’s reported holdings are still contingent.

Is the Cheesecake Factory (CAKE) Form 4 transaction a strong bullish or bearish signal?

This Form 4 is largely neutral. The reported 1,167-share disposition is for tax withholding on vested restricted stock, a standard administrative process. Gordon continues to hold tens of thousands of Cheesecake Factory shares, indicating no major change in his economic exposure.