OVERTON DAVID 4

What Happened
David M. Overton, Chairman and CEO of Cheesecake Factory (CAKE), had a total of 40,397 shares disposed on February 16, 2026 through share withholding to satisfy tax obligations tied to vested equity awards. The filing shows 21,150 shares withheld at $58.67 each ($1,240,871) and 19,247 shares withheld at $58.67 each ($1,129,221), for a combined value of $2,370,092. These were withholding transactions (not open‑market sales) related to the vesting of Restricted Stock Awards (F1) and Performance Share Awards (F3).

Key Details

• Transaction date: 2026-02-16; Form 4 filed: 2026-02-17 (timely filing).
• Prices and proceeds: 21,150 shares × $58.67 = $1,240,871; 19,247 shares × $58.67 = $1,129,221; total ≈ $2,370,092.
• Transaction type: Disposal for tax withholding (footnote code F; cashless/withheld shares).
• Shares owned after transaction: Not specified in the information provided.
• Relevant footnotes: F1 and F3 confirm shares were withheld solely to satisfy tax withholding on vesting; F2/F4/F5 reference various family/trust holdings and disclaimers of beneficial ownership; F6 denotes restricted stock subject to forfeiture.
• No 10b5‑1 plan or late‑filing indication noted in the provided data.

Context
This was a routine tax‑withholding event tied to vesting of equity awards (restricted and performance shares). Withholding to cover taxes is common and differs from an open‑market sale: shares were surrendered to the issuer rather than sold on the market, and such transactions do not necessarily indicate the insider’s market view.