OVERTON DAVID 4

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.