OVERTON DAVID 4

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.