OVERTON DAVID 4
4 · CHEESECAKE FACTORY INC · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
Cheesecake Factory CEO David Overton Exercises Options, Sells 104,000 Shares
What Happened
David M. Overton, Chairman and CEO of Cheesecake Factory (CAKE), exercised 104,000 stock options on May 1, 2026 at an exercise price of $46.03 per share (cost ~$4.79M) and immediately sold the 104,000 resulting shares in the open market for a weighted average price of $61.02 per share (proceeds ~$6.35M). The net difference between sale proceeds and exercise cost was about $1.56M before taxes and fees. The filing shows an additional derivative entry at $0.00 reflecting conversion/disposition of the derivative instrument related to the exercise.
Key Details
- Transaction date: May 1, 2026; Form 4 filed May 4, 2026 (filed within typical two-business-day window).
- Exercise: 104,000 shares at $46.03 — total exercise cost $4,787,120.
- Sale: 104,000 shares at weighted avg $61.02 — total proceeds $6,346,080. Sale prices ranged $59.60–$62.37 (footnote).
- Net pre-tax proceeds: ~ $1,558,960 (proceeds minus exercise cost).
- Shares owned after the transaction: not specified in this filing.
- Notable footnotes: shares are held in various family trusts (F1, F4, F5); F2 notes the sale price is a weighted average across multiple trades and offers to provide detailed per-price sell quantities on request; F3 references restricted stock subject to forfeiture for other holdings.
Context
- This was an exercise-plus-immediate-sale (effectively a cashless exercise) — common when insiders convert option value to cash. Such transactions are routine and do not by themselves indicate long- or short-term sentiment.
- Trust holdings and disclaimers in the footnotes indicate some shares are held in family trusts and the reporting person disclaims beneficial ownership of certain trust-held shares.
Insider Transaction Report
- Exercise/Conversion
Common Stock
[F1]2026-05-01$46.03/sh+104,000$4,787,120→ 3,183,779 total(indirect: By Trust) - Sale
Common Stock
[F2][F1]2026-05-01$61.02/sh−104,000$6,346,080→ 3,079,779 total(indirect: By Trust) - Exercise/Conversion
Employee Stock Option (right to buy)
2026-05-01−104,000→ 0 totalExercise: $46.03From: 2020-02-13Exp: 2027-02-13→ Common Stock (104,000 underlying)
- 264,865
Common Stock
[F3] - 60,211(indirect: By Trust)
Common Stock
[F4] - 183,950(indirect: By Trust)
Common Stock
[F5]
Footnotes (5)
- [F1]Shares held by the David M. Overton Family Trust of which Mr. Overton is trustee.
- [F2]The price reported within column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $59.60 to $62.37, inclusive. The reporting person undertakes to provide to CAKE Corporation, any security holder of CAKE Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
- [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.