[Form 4] Cheesecake Factory (The) Insider Trading Activity

Rhea-AI Filing Summary

David M. Gordon, President of Cheesecake Factory Inc. (CAKE), reported multiple option exercises and market sales on 08/14/2025. The filing shows he exercised employee stock options to acquire 20,000 shares at an exercise price of $40.16 and 13,400 shares at $46.03. On the same date he sold shares in three reported transactions: 20,000 shares at a weighted-average price of $63.04, 13,400 shares at $62.87, and 9,935 shares at $63.37. After these transactions the reporting person beneficially owns 24,532 shares of common stock and has 59,364 shares of restricted stock subject to forfeiture. The Form 4 was signed on behalf of Mr. Gordon by an attorney-in-fact on 08/15/2025.

Positive

• Clear compliance and disclosure: Form 4 itemizes option exercises, sales, and includes explanatory footnotes about weighted-average sale prices.
• Exercise of vested options: The reporting person exercised 33,400 options, converting them to common shares, demonstrating use of existing compensation rights.

Negative

• Significant share sales: The reporting person sold a total of 43,335 shares on 08/14/2025 at weighted-average prices between approximately $62.87 and $63.37, reducing directly held common stock to 24,532 shares.
• Potential dilution or disposition signal: The combination of large option exercises followed by substantial sales may reduce the insider's immediately available voting/economic stake.

Insights

Securities Analyst

TL;DR: Insider exercised 33,400 options then sold 43,335 shares, reducing his immediately held common stock to 24,532 shares.

The filing documents concurrent option exercises and market sales by the issuer's president on 08/14/2025. The exercises converted employee stock options into 33,400 common shares at exercise prices of $40.16 and $46.03. The reporting person sold 43,335 shares in multiple transactions at weighted-average prices around $62.87–$63.37. The net result is a lower directly held common stock position of 24,532 shares while 59,364 restricted shares remain subject to forfeiture. These are routine Section 16 transactions showing liquidity actions following option exercises; no new compensation grants or changes in control are disclosed.

Corporate Governance Expert

TL;DR: Transactions appear procedural—exercise of vested options followed by market sales; disclosure is complete and compliance-oriented.

The Form 4 shows clear itemization of option exercises (code M) and subsequent open-market sales (code S). Footnotes disclose that the sale prices are weighted averages across multiple trades and identify restricted stock subject to forfeiture. The signature by an attorney-in-fact is provided. There is no indication in this filing of new option grants, change in relationship, or derivative restructurings; it meets reporting requirements and provides transparency into the officer's post-exercise disposition.

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 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)
	PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		M		20,000	A	$40.16	54,467	D
Common Stock	08/14/2025		M		13,400	A	$46.03	67,867	D
Common Stock	08/14/2025		S		20,000	D	$63.04(1)	47,867	D
Common Stock	08/14/2025		S		13,400	D	$62.87(2)	34,467	D
Common Stock	08/14/2025		S		9,935	D	$63.37(3)	24,532	D
Common Stock								59,364(4)	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
Employee Stock Option (right to buy)	$40.16	08/14/2025		M			20,000	02/18/2021	02/18/2030	Common Stock	20,000	$0	11,040	D
Employee Stock Option (right to buy)	$46.03	08/14/2025		M			13,400	02/13/2020	02/13/2027	Common Stock	13,400	$0	0	D

Explanation of Responses:

1. The price reported within column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $62.88 to $63.23, inclusive. The reporting person undertakes to provide to CAKE Corporation, any security holder of CAKE Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

2. The price reported within column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $62.85 to $62.97, inclusive. The reporting person undertakes to provide to CAKE Corporation, any security holder of CAKE Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.

3. The price reported within column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $63.34 to $63.46, inclusive. The reporting person undertakes to provide to CAKE Corporation, any security holder of CAKE Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.

4. Shares of restricted stock subject to forfeiture.

	/s/ David M. Gordon by Scarlett May, Attorney-in-Fact	08/15/2025
	** 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.

FAQ

What transactions did CAKE insider David M. Gordon report on Form 4?

The filing reports option exercises to acquire 20,000 shares at $40.16 and 13,400 shares at $46.03, and sales of 20,000, 13,400, and 9,935 shares at weighted-average prices around $62.87–$63.37 on 08/14/2025.

How many shares does David M. Gordon beneficially own after the transactions?

Following the reported transactions he beneficially owns 24,532 shares of common stock and has 59,364 restricted shares subject to forfeiture.

Were the sales executed at a single price?

No. Footnotes state the reported sale prices are weighted averages covering multiple transactions within specified price ranges for each grouped sale.

When were the transactions and when was the Form 4 signed?

All transactions are dated 08/14/2025 and the Form 4 is signed on behalf of the reporting person on 08/15/2025.

What type of transactions are coded 'M' and 'S' in this Form 4?

In this filing 'M' denotes exercise or conversion of derivative securities (options) and 'S' denotes open-market sales of common stock, as shown in the transaction table.