CHEESECAKE FACTORY INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. ​ The following table presents our purchases of our common stock during the fiscal quarter ended September 27, 2022 (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of Maximum Number ​ ​ ​ ​ ​ ​ Shares Purchased ​ of Shares that May ​ ​ Total Number ​ ​ ​ as Part of Publicly ​ Yet be Purchased ​ ​ of Shares ​ Average Price ​ Announced Plans ​ Under the Plans or Period Purchased (1) Paid per Share or Programs Programs June 29 — August 2, 2022 373 ​ $ 27.63 369 2,027 August 3 — August 30, 2022 261 ​ 31.51 254 1,765 August 31 — September 27, 2022 255 ​ 31.92 251 1,510 Total 889 ​ 874 (1) The total number of shares purchased includes 15,294 shares withheld upon vesting of restricted share awards to satisfy tax withholding obligations. ​ Under authorization by our Board to repurchase up to 56.0 million shares of our common stock, we have cumulatively repurchased 54.5 million shares at a total cost of $1,744.0 million through September 27, 2022 with 889,309 shares repurchased at a cost of $26.7 million during the third quarter of fiscal 2022. Our share repurchase program does not have an expiration date, does not require us to purchase a specific number of shares and may be modified, suspended or terminated at any time. The timing and number of shares repurchased are subject to legal constraints and covenants under our credit facility that limit share repurchases based on a defined ratio. (See Notes 9 and 13 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this report for further discussion of our repurchase authorization and methods and increased authorized amount under our share repurchase program, respectively.) ​ ​ 35 Table of Contents Item 6. Exhibits ​ Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.1 ​ Restated Certificate of Incorporation of The Cheesecake Factory Incorporated ​ 10-Q ​ 000-20574 ​ 3.2 ​ 8/6/18 3.2 ​ Certificate of Designations of The Cheesecake Factory Incorporated, dated April 20, 2020 ​ 8-K ​ 000-20574 ​ 3.1 ​ 4/20/20 3.3 ​ Bylaws of The Cheesecake Factory Incorporated, amended and restated on October 26, 2022 ​ — ​ — ​ — ​ Filed herewith 4.1 ​ Indenture, dated as of June 15, 2021, between The Cheesecake Factory Incorporated and U.S. Bank National Association, as trustee ​ 8-K ​ 000-20574 ​ 4.1 ​ 6/15/21 4.2 ​ First Supplemental Indenture, dated as of June 15, 2021, between The Cheesecake Factory Incorporated and U.S. Bank National Association, as trustee ​ 8-K ​ 000-20574 ​ 4.2 ​ 6/15/21 4.3 ​ Form of certificate representing the 0.375% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2) ​ 8-K ​ 000-20574 ​ 4.3 ​ 6/15/21 10.1 ​ Fourth Amended and Restated Loan Agreement with JPMorgan Chase Bank, National Association dates as of October 6, 2022 ​ — ​ — ​ — ​ Filed herewith 31.1 ​ Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer ​ — ​ — ​ — ​ Filed herewith 31.2 ​ Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer ​ — ​ — ​ — ​ Filed herewith 32.1 ​ Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer ​ — ​ — ​ — ​ Filed herewith 32.2 ​ Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer ​ — ​ — ​ — ​ Filed herewith 101.1 ​ The following materials from The Cheesecake Factory Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2022, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of income, (iii) condensed consolidated statements of comprehensive income, (iv) condensed consolidated statement of stockholders’ equity, (v) condensed consolidated statements of cash flows, and (vi) the notes to the condensed consolidated financial statements ​ — ​ — ​ — ​ Filed herewith 104.1 ​ The cover page of The Cheesecake Factory Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2022, formatted in iXBRL (included with Exhibit 101.1) ​ — ​ — ​ — ​ Filed herewith ​ ​ 36 Table of Contents SIGNATURES ​ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ Date: November 2, 2022 THE CHEESECAKE FACTORY INCORPORATED ​ ​ ​ By: /s/ DAVID OVERTON ​ ​ David Overton ​ ​ Chairman of the Board and Chief Executive Officer ​ ​ (Principal Executive Officer) ​ ​ ​ By: /s/ MATTHEW E. CLARK ​ ​ Matthew E. Clark ​ ​ Executive Vice President and Chief Financial Officer ​ ​ (Principal Financial Officer) ​ ​ 37