Gordon David M 4

What Happened

• David M. Gordon, President of Cheesecake Factory Inc. (CAKE), was granted two equity awards on February 11, 2026 totaling 29,161 shares: 13,400 shares and 15,761 shares. Both grants were issued at $0 per share (no cash paid). These are awards/restricted shares (transaction code A), not open-market purchases or sales.

Key Details

• Transaction date: February 11, 2026; Form 4 filed February 13, 2026 (within the typical two-business-day reporting window).
• Grant amounts and price: 13,400 shares @ $0.00 and 15,761 shares @ $0.00 (combined 29,161 shares; total cash cost shown = $0).
• Vesting/conditions:
  • One award is a restricted stock award that vests 60% on 2/11/2029 and 20% on each of 2/11/2030 and 2/11/2031, subject to continued service (footnote F1).
  • The other award consists of restricted/performance shares subject to forfeiture (F2) and follows a performance/service certification: the Compensation Committee certified attainment for Feb 2023 performance awards such that 91% of those awards are eligible to vest; service-based vesting for those shares is 60% on 2/16/2026, 20% on 2/16/2027 and 20% on 2/16/2028 (footnote F3).
• Shares subject to forfeiture: the awards are restricted and may be forfeited if vesting conditions (service/performance) are not met.
• Shares owned after the transaction: not specified in the excerpt of the filing provided.

Context

• These transactions are grants/awards (code A), not purchases — they represent compensation/equity incentives rather than a direct market signal of buying or selling.
• Performance shares were certificated at 91% of target — meaning the company determined most performance conditions were met for the referenced 2023 awards; applicable vesting still depends on continued service per the schedules above.
• No indication in the provided filing of immediate sales, tax-withholding share surrender, or a 10b5-1 plan.