OVERTON DAVID 4

What Happened

• David M. Overton, Chairman and CEO of Cheesecake Factory (CAKE), had 14,785 shares of common stock withheld by the company on Feb 10, 2026 to satisfy tax withholding in connection with the net issuance of shares from the vesting of restricted stock. The shares were valued at $60.57 each, totaling $895,527. This is a tax-withholding disposition (not an open-market sale).

Key Details

• Transaction date and price: Feb 10, 2026; 14,785 shares withheld at $60.57 per share; total $895,527.
• Transaction code: F — shares withheld to satisfy tax withholding obligations related to net issuance from vested restricted stock (see footnote F1).
• Filing: Form 4 filed Feb 12, 2026 (period of report Feb 10, 2026); filing appears timely (within the typical two-business-day window).
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Notable footnotes: F1 (withheld to satisfy tax withholding on vested restricted stock); F2–F4 (certain shares are held in family/trust arrangements and the reporting person disclaims beneficial ownership of some trust-held shares); F5 indicates some restricted stock remains subject to forfeiture.

Context

• This was a cashless-like tax withholding related to restricted stock vesting, a routine administrative action that does not necessarily signal insider buying or selling intent in the open market. It reduces Overton’s issued shares outstanding but is generally treated as non-market-sale activity by insiders.