Were David Gordon’s Cheesecake Factory share transactions open-market sales?

No, they were not open-market sales. The company withheld the reported Cheesecake Factory common shares solely to satisfy David Gordon’s tax withholding obligations connected to vesting of restricted stock and performance share awards on February 16, 2026, as described in the footnotes.

Form 4: Gordon David M reports disposition transactions in CAKE

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Gordon David M reported disposition transactions in a Form 4 filing for CAKE. The filing lists transactions totaling 8,850 shares at a weighted average price of $58.67 per share. Following the reported transactions, holdings were 34,941 shares.

Insider Trade Summary

Net Seller: 8,850 shares

Net Sell 3 txns

Insider Gordon David M

Role PRESIDENT

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	5,288	$58.67	$310K
Exercise Price or Tax Liability	Common Stock	3,562	$58.67	$209K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 101,075 shares (Direct)

Footnotes (3)

F1. 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 Restricted Stock Awards.
F2. 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.
F3. Shares of restricted stock subject to forfeiture.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/17/2026 - 05:50 PM

FAQ

What does Cheesecake Factory (CAKE) president David Gordon’s latest Form 4 report?

The filing reports tax-related share withholdings for David M. Gordon. On February 16, 2026, Cheesecake Factory withheld common shares to satisfy tax obligations arising from vesting of restricted stock and performance share awards, rather than Gordon selling shares on the open market.

How many Cheesecake Factory shares were withheld for David Gordon’s tax obligations?

Cheesecake Factory withheld 5,288 common shares at $58.67 from restricted stock awards and 3,562 common shares at $58.67 from performance share awards. These withholdings were used solely to satisfy Gordon’s tax liabilities on the February 16, 2026 vesting events.

What types of equity awards vested for Cheesecake Factory president David Gordon?

The Form 4 shows vesting of Restricted Stock Awards and Performance Share Awards. Shares of Cheesecake Factory common stock from these awards were net-settled, with a portion withheld by the issuer to cover David Gordon’s related tax withholding obligations on February 16, 2026.

How many Cheesecake Factory shares does David Gordon beneficially own after these transactions?

Following the reported tax-withholding dispositions, David Gordon directly beneficially owned 34,941 and 40,836 Cheesecake Factory common shares in two recorded holdings, plus 60,239 restricted shares subject to forfeiture, according to the ownership figures disclosed in the Form 4 tables.

What are the 60,239 Cheesecake Factory shares noted in David Gordon’s Form 4?

The 60,239 shares are described as restricted stock subject to forfeiture. This means David Gordon’s rights to these Cheesecake Factory shares depend on conditions such as continued service or performance criteria, as indicated in the explanation of responses section.

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

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)
	PRESIDENT

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)
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	02/16/2026		F		5,288⁽¹⁾	D	$58.67	34,941	D
Common Stock	02/16/2026		F		3,562⁽²⁾	D	$58.67	40,836	D
Common Stock								60,239⁽³⁾	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 February 16, 2026, from the vesting of Restricted Stock Awards.

2. 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.

3. Shares of restricted stock subject to forfeiture.

	/s/ David Gordon 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).
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