OVERTON DAVID 4
4 · CHEESECAKE FACTORY INC · Filed Apr 3, 2026
Research Summary
AI-generated summary of this filing
Cheesecake Factory CEO David Overton Sells 4,655 Shares (Tax Withholding)
What Happened
David Overton, Chairman and CEO of Cheesecake Factory (CAKE), had 4,655 shares of Company stock withheld by the issuer on April 1, 2026 to satisfy tax withholding obligations related to the vesting of restricted stock. The shares were valued at $55.30 each for a total of $257,422. This was a tax-withholding/net issuance transaction (routine) rather than an open-market sale.
Key Details
- Transaction date and price: April 1, 2026 — 4,655 shares at $55.30 each (total $257,422).
- Transaction type/code: F — shares withheld to satisfy tax withholding on vested restricted stock (net issuance).
- Shares owned after transaction: Not specified in the provided excerpt of the filing.
- Filing: Form 4 filed April 3, 2026; filed within the typical 2-business-day window following the April 1 transaction.
- Notable footnotes: F1 confirms shares were withheld solely for tax withholding on net issuance; F2–F5 describe various trust holdings and disclaimers (family trust, spouse trust, gift trust) and that some restricted shares may remain subject to forfeiture.
Context
Tax-withholding net issuances are common when restricted stock vests and do not necessarily signal a change in the insider’s view of the company. This was not an open-market sale or option exercise — it was the company retaining shares to cover the employee’s tax liability. Trust holdings noted in the filing may reflect estate planning and do not imply beneficial ownership by the reporting person where disclaimers are indicated.
Insider Transaction Report
- Tax Payment
Common Stock
[F1][F2]2026-04-01$55.30/sh−4,655$257,422→ 3,079,779 total(indirect: By Trust)
- 264,865
Common Stock
[F3] - 60,211(indirect: By Trust)
Common Stock
[F4] - 183,950(indirect: By Trust)
Common Stock
[F5]
Footnotes (5)
- [F1]Represents shares of Issuer Common Stock withheld by the Issuer solely to satisfy tax withholding obligations in connection with the net issuance of shares of Issuer Common Stock delivered to the Reporting Person on April 1, 2026, from the vesting of restricted stock.
- [F2]Shares held by the David M. Overton Family Trust of which Mr. Overton is trustee.
- [F3]Shares of restricted stock subject to forfeiture.
- [F4]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.
- [F5]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.