OVERTON DAVID 4

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.