Cheesecake Factory (NASDAQ: CAKE) CFO logs tax-withholding share disposition

Rhea-AI Filing Summary

The Cheesecake Factory’s Executive Vice President and CFO, Matthew Eliot Clark, reported a tax-related share transaction in company stock. On February 16, 2026, 3,033 shares of common stock were disposed of at $58.67 per share to satisfy tax withholding obligations tied to the vesting of performance share awards. After this tax-withholding disposition, he held 51,090 shares of common stock directly, plus 38,298 shares of restricted stock that remain subject to forfeiture.

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

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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)
02/16/2026

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		3,033(1)	D	$58.67	51,090	D
Common Stock								38,298(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)
				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 Performance Share Awards.

2. Shares of restricted stock subject to forfeiture.

	/s/ Matthew Clark by Scarlett May, Attorney-in-Fact	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).
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FAQ

What insider transaction did CAKE CFO Matthew Clark report on this Form 4?

Matthew Clark reported a tax-withholding disposition of 3,033 shares of Cheesecake Factory common stock. The shares were withheld by the company to cover tax obligations arising from the vesting of performance share awards on February 16, 2026.

Was the CAKE Form 4 transaction an open-market sale by the CFO?

No, the Form 4 shows a tax-withholding disposition coded “F,” not an open-market sale. Shares were withheld by the issuer solely to satisfy tax withholding obligations related to the vesting of performance share awards delivered to the executive.

How many Cheesecake Factory shares does the CFO own after this transaction?

Following the tax-withholding disposition, Matthew Clark directly owned 51,090 shares of Cheesecake Factory common stock. He also held 38,298 shares of restricted stock, which are subject to forfeiture under the applicable award terms described in the filing.

What does the 3,033-share disposition at $58.67 for CAKE represent?

The 3,033 shares at $58.67 per share represent stock withheld to pay tax liabilities. This occurred in connection with the net issuance of shares delivered to the CFO upon vesting of performance share awards on February 16, 2026, rather than a discretionary stock sale.

What are the 38,298 CAKE shares noted as restricted stock for the CFO?

The 38,298 shares are restricted Cheesecake Factory common stock held directly by the CFO. These shares are subject to forfeiture, meaning they can be lost if vesting or service conditions under the company’s equity award terms are not satisfied over time.

What is the role of Matthew Clark at Cheesecake Factory in this Form 4?

Matthew Clark is identified as Executive Vice President and Chief Financial Officer of Cheesecake Factory. The Form 4 reflects his beneficial ownership and a tax-withholding share disposition related to equity compensation, reported as a direct holding under Section 16 rules.