OVERTON DAVID 4

4 · CHEESECAKE FACTORY INC · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 13, 2026

Cheesecake Factory (CAKE) CEO David Overton Receives Stock Awards

What Happened

David Overton, Chairman and CEO of Cheesecake Factory (CAKE), was awarded two grants on Feb 11, 2026: 50,350 shares and 63,045 shares of restricted stock (total 113,395 shares) at $0.00 per share (award).
These are awards (not purchases or sales) and carry forfeiture and vesting conditions; no cash was exchanged at grant.

Key Details

Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (timely filing).
Award sizes: 50,350 shares and 63,045 shares; reported acquisition price $0.00.
Vesting notes:
- The 50,350-share restricted award vests 60% on 2/11/2029, then 20% on 2/11/2030 and 20% on 2/11/2031, subject to continued service (F1, F2).
- The 63,045-share award reflects performance share awards from Feb 2023 that were certified on 2/11/2026 at 91% achievement; 60% service-vests on 2/16/2026, 20% on 2/16/2027 and 20% on 2/16/2028, subject to continued service (F3, F2).
Post-transaction beneficial ownership totals are not specified in the provided excerpt.
Trust holdings/disclaimers: some shares are held in family/spouse trusts and the reporting person disclaims beneficial ownership of certain trust-held shares (F4–F6).

Context

These were awards (A) — restricted and performance-based — not open-market purchases or sales. Such grants are compensation/retention tools and vest over time or upon performance certification; they do not represent immediate cash investment or divestment by the insider.
The performance award portion was certified at 91% attainment by the Compensation Committee; vesting remains subject to continued service per the schedules above.

Form 4

Period: 2026-02-11

DirectorCHAIRMAN AND C.E.O.

Transactions

Holdings

Footnotes (6)

[F1]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.
[F2]Shares of restricted stock subject to forfeiture.
[F3]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.
[F4]Shares held by the David M. Overton Family Trust of which Mr. Overton is trustee.
[F5]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.
[F6]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.

Signature

/s/ David Overton by Scarlett May, Attorney-in-Fact|2026-02-13

1 file