Cheesecake Factory (CAKE) CEO Overton granted large stock awards

Rhea-AI Filing Summary

Cheesecake Factory chairman and CEO David Overton reported stock awards rather than open‑market trades. On February 11, 2026, he acquired 50,350 shares of common stock as a restricted stock award at $0 per share, bringing his directly held restricted shares in that line to 290,363.

He also acquired 63,045 shares tied to performance share awards at $0 per share, increasing another direct holding line to 353,408 shares. The restricted stock vests 60% on 2/11/2029, then 20% on each of 2/11/2030 and 2/11/2031, subject to his continued service. The compensation committee certified that 91% of the February 2023 performance share awards are eligible to vest, with 60% vesting on 2/16/2026, 20% on 2/16/2027 and 20% on 2/16/2028, also subject to continued service. Additional indirect holdings are reported in family trusts, and he disclaims beneficial ownership for shares held in his spouse’s and son’s trusts.

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^*

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)
02/11/2026

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		50,350(1)	A	$0	290,363(2)	D
Common Stock	02/11/2026		A		63,045(3)	A	$0	353,408(2)	D
Common Stock								3,036,288(4)	I	By Trust
Common Stock								60,211(5)	I	By Trust
Common Stock								183,950(6)	I	By Trust

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.

4. Shares held by the David M. Overton Family Trust of which Mr. Overton is trustee.

5. 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.

6. 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.

	/s/ David Overton 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.
* 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 Cheesecake Factory (CAKE) report for David Overton?

Cheesecake Factory (CAKE) reported that chairman and CEO David Overton acquired stock through equity awards, not open‑market buying. On February 11, 2026, he received 50,350 restricted shares and 63,045 performance-based shares, both granted at $0 per share.

How many Cheesecake Factory (CAKE) shares did David Overton hold directly after the Form 4 transactions?

After the reported awards, David Overton directly held 290,363 shares in one restricted stock line and 353,408 shares in another line. These figures reflect his beneficially owned common stock positions following the February 11, 2026 grants.

What are the vesting terms for David Overton’s new restricted stock in Cheesecake Factory (CAKE)?

The new restricted stock award of 50,350 shares vests over three dates: 60% on February 11, 2029, and 20% on each of February 11, 2030 and February 11, 2031, all subject to his continued service.

How are Cheesecake Factory (CAKE) performance share awards vesting for David Overton?

The compensation committee certified that 91% of his February 2023 performance share awards are eligible to vest. Those shares vest based on service: 60% on February 16, 2026, 20% on February 16, 2027, and 20% on February 16, 2028.

Did David Overton pay cash for the Cheesecake Factory (CAKE) shares reported on this Form 4?

No cash was paid for these shares. Both the 50,350 restricted shares and the 63,045 performance-based shares were granted at a $0 per share price, reflecting compensation awards rather than open‑market purchases.

What indirect Cheesecake Factory (CAKE) shareholdings are reported for David Overton?

The filing lists 3,036,288 shares held by the David M. Overton Family Trust, where he is trustee, plus 60,211 and 183,950 shares in separate trusts for his spouse and son. He disclaims beneficial ownership of the spouse and son trust holdings.