What changed in this filing

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Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-24 · 255 added, 130 removed, 925 unchanged (29% of the section changed)

17 unchanged sentences

OTHER INFORMATION

During the fiscal quarter ended December 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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We believe that our Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations , and listing standards applicable to us.

A copy of our Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

A copy of our Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 24, 2025.

Information with respect to our executive officers is included in Part I, Item 1 of this report.

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Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of The Cheesecake Factory Incorporated and subsidiaries (the Company) as of December 31, 2024 and January 2, 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of The Cheesecake Factory Incorporated and subsidiaries (the Company) as of December 30, 2025 and December 31, 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 30, 2025, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and January 2, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 30, 2025 and December 31, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 30, 2025, in conformity with U.S.

generally accepted accounting principles.

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Other accrued expenses

Current portion of long-term debt

Total current liabilities

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Common stock, $ .01 par value, 250,000,000 shares authorized;

108,387,574 shares issued and 51,332,298 shares outstanding at December 31, 2024 and 107,195,287 shares issued and 50,652,129 shares outstanding at January 2, 2024

109,546,812 shares issued and 49,635,893 shares outstanding at December 30, 2025 and 108,387,574 shares issued and 51,332,298 shares outstanding at December 31, 2024

Additional paid-in capital

Retained earnings

Treasury stock inclusive of excise tax, 57,055,276 and 56,543,158 shares at cost at December 31, 2024 and January 2, 2024, respectively

Treasury stock inclusive of excise tax, 59,910,919 and 57,055,276 shares at cost at December 30, 2025 and December 31, 2024, respectively

( 1,984,722 )

19 unchanged sentences

Interest expense, net

Loss on extinguishment of debt

Other income, net

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(In thousands)

Other comprehensive (loss)/gain:

Other comprehensive gain/(loss):

Foreign currency translation adjustment

Other comprehensive (loss)/gain

Other comprehensive gain/(loss)

Total comprehensive income

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Comprehensive

Balance, December 28, 2021

Balance, January 3, 2023

( 1,765,641 )

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Stock-based compensation

Common stock issued under stock-based compensation plans

Treasury stock purchases

Treasury stock purchases, inclusive of excise tax

Balance, January 2, 2024

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Stock-based compensation

Common stock issued under stock-based compensation plans

Treasury stock purchases, inclusive of excise tax

Balance, January 2, 2024

Balance, December 31, 2024

( 1,829,953 )

14 unchanged sentences

Impairment of assets and lease termination expenses

Loss on extinguishment of debt

Deferred income taxes

18 unchanged sentences

Repayments on credit facility

Proceeds from long-term convertible debt

Repayment on long-term convertible debt, including premium on extinguishment

Issuance costs associated with long-term debt

Proceeds from exercise of stock options

10 unchanged sentences

Construction payable

(1) Pursuant to ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, income taxes paid for fiscal 2025 are presented net of refunds received.

See Note 17 for a summary of income taxes paid in fiscal 2025 by category and jurisdiction.

Prior year disclosures are presented under previous guidance.

See the accompanying notes to the consolidated financial statements.

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We are culinary forward and relentlessly focused on hospitality.

We currently own and operate 352 restaurants throughout the United States and Canada under brands including The Cheesecake Factory ® (215 locations), North Italia ® (43 locations), Flower Child ® (38 locations) and a collection within our Fox Restaurant Concepts (“Other FRC”) portfolio (49 locations).

As of February 23, 2026, we own and operate 368 restaurants throughout the United States and Canada under brands including The Cheesecake Factory ® (216 locations), North Italia ® (48 locations), Flower Child ® (43 locations) and a collection within our Fox Restaurant Concepts (“Other FRC”) portfolio (55 locations).

Internationally, 35 The Cheesecake Factory ® restaurants operate under licensing agreements.

5 unchanged sentences

Fiscal years 2025, 2024 and 2023 each consisted of 52 weeks.

Fiscal year 2022 consisted of 53 weeks.

Fiscal year 2026 will consist of 52 weeks.

In fiscal year 2024, we separately disclosed interest expense, net and other income, net on the consolidated statement of income.

Corresponding prior year balances were reclassified to conform to the current year presentation.

Use of Estimates

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Our commodity and wage inflationary environment began returning to more historical levels in fiscal 2024.

The impact of ongoing geopolitical and macroeconomic events could lead to further wage inflation, product and services cost inflation, disruptions in the supply chain, staffing challenges, shifts in consumer behavior, and delays in new restaurant openings.

The impact of ongoing geopolitical and macroeconomic events, including evolving government policies and global trade and tariff dynamics, could lead to further wage inflation, product and services cost inflation, disruptions in the supply chain, staffing challenges, shifts in consumer behavior, and delays in new restaurant openings.

Adverse weather conditions and natural disasters may further exacerbate a number of these factors.

1 unchanged sentence

Cash and Cash Equivalents

Amounts receivable from credit card processors, totaling $ 30.4 million and $ 21.0 million at December 31, 2024 and January 2, 2024, respectively, are considered cash equivalents because they are both short-term and highly liquid in nature and are typically converted to cash within three days of the sales transaction.

Amounts receivable from credit card processors, totaling $ 20.3 million and $ 30.4 million at December 30, 2025 and December 31, 2024, respectively, are considered cash equivalents because they are both short-term and highly liquid in nature and are typically converted to cash within three days of the sales transaction.

Our cash management system provides for the funding of all major bank disbursement accounts on a daily basis as checks are presented for payment.

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Impairment losses are measured as the amount by which the carrying values of the assets exceed their fair value, which is determined based on discounted future net cash flows expected to be generated by the assets.

In fiscal 2025, we recorded $ 23.0 million of expense primarily related to the impairment of long-lived assets for one North Italia, one Grand Lux Cafe and four Other FRC locations ( one previously partially impaired) and lease termination expense, net related to two Grand Lux Cafes ( one that closed in fiscal 2023 and one that closed in early 2026) and one Other FRC (that closed in early 2026).

In fiscal 2024, we recorded $ 13.6 million of expense primarily related to the impairment of long-lived assets for one The Cheesecake Factory (previously partially impaired) and six Other FRC locations ( one previously partially impaired) and lease termination income, net for four The Cheesecake Factory restaurants, one Grand Lux Cafe location, one Flower Child location, one Social Monk location and one Other FRC location (that closed in early fiscal 2025).

In fiscal 2023, we recorded $ 29.5 million of expense primarily related to the impairment of long-lived assets for three The Cheesecake Factory ( one previously impaired), one North Italia (previously impaired), one Other FRC and two Grand Lux Cafe lease terminations.

In fiscal 2022, we recorded $ 31.4 million of expense primarily related to the impairment of long-lived assets for three The Cheesecake Factory, one Other FRC and three Grand Lux Cafe locations.

These amounts are recorded in impairment of assets and lease terminations on the consolidated statements of income.

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December 30, 2025

January 2, 2024

December 31, 2024

Indefinite-lived intangible assets:

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We performed our annual impairment assessment of definite-lived intangible assets as of the first day of the fourth quarters of fiscal 2025, 2024 and 2023.

We concluded there was no impairment for fiscal 2024, fiscal 2023 and 2022.

We concluded there was no impairment for fiscal 2025, 2024 and 2023.

Amortization expenses related to our definite-lived intangible assets were $ 0.8 million, $ 0.7 million and $ 0.8 million for fiscal 2025, 2024 and 2023, respectively.

Definite-lived intangible assets will be amortized over two to 51 years .

Definite-lived intangible assets will be amortized over one to 50 years .

We evaluate the useful lives of our intangible assets, other than goodwill, at each reporting period to determine if they are definite or indefinite-lived.

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Our consumer packaged goods minimum guarantees do not require distinct performance obligations.

Therefore, related revenue is recognized on a straight-line basis over the life of the applicable agreements, ranging from three to six years .

Therefore, related revenue is recognized on a straight-line basis over the life of the applicable agreements.

As our development and site fee agreements do not contain distinct performance obligations, related revenue is recognized on a straight-line basis over the life of the applicable agreements, ranging from one to 15 years .

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Incremental direct costs related to gift card sales, including commissions and credit card fees, are deferred and recognized in earnings in the same pattern as the related gift card revenue.

As part of our annual assessment of gift card breakage during fiscal 2025, we had a change in historical redemption pattern related to gift cards and aligned the recognition of gift card breakage to the updated estimated redemption pattern.

As a result, in fiscal 2025, we recognized $ 17.3 million of additional gift card breakage.

Certain of our promotional programs include multiple element arrangements that incorporate various performance obligations.

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Most of our advertising costs are included in other operating costs and expenses and were $ 44.3 million, $ 37.3 million and $ 34.0 million in fiscal 2025, 2024 and 2023, respectively.

The increase in fiscal 2023 is primarily due to the launch of our Cheesecake Rewards ® program.

Preopening Costs

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Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period, reduced by unvested restricted stock awards.

At December 31, 2024, January 2, 2024 and January 3, 2023, 3.2 million shares, 2.9 million shares and 2.5 million shares, respectively, of restricted stock and restricted stock units issued were unvested and, therefore, excluded from the calculation of basic earnings per share for the fiscal years ended on those dates.

At December 30, 2025, December 31, 2024 and January 2, 2024, 3.2 million shares, 3.2 million shares and 2.9 million shares, respectively, of restricted stock and restricted stock units issued were unvested and, therefore, excluded from the calculation of basic earnings per share for the fiscal years ended on those dates.

Diluted net income per share is computed by dividing net income by the weighted-average number of common stock equivalents outstanding for the period.

Common stock equivalents for our convertible senior notes due 2026 (“Notes”) are determined by application of the if-converted method, and common stock equivalents for outstanding stock options, restricted stock and restricted stock units are determined by the application of the treasury stock method.

Common stock equivalents for our convertible senior notes due 2026 (“2026 Notes”) and our convertible senior notes due 2030 (“2030 Notes”) are determined by application of the if-converted method, and common stock equivalents for outstanding stock options, restricted stock and restricted stock units are determined by the application of the treasury stock method.

(In thousands, except per share data)

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(1) Shares of common stock equivalents related to outstanding stock options, restricted stock and restricted stock units of 1.0 million, 2.2 million and 2.9 million for fiscal 2025, 2024 and 2023, respectively, were excluded from the diluted calculation due to their anti-dilutive effect.

No shares of common stock equivalents related to the Notes were included in the diluted calculation due to their anti-dilutive effect.

No shares of common stock equivalents related to the 2026 Notes or 2030 Notes were included in the diluted calculation due to their anti-dilutive effect.

Comprehensive Income

10 unchanged sentences

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendment is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendment should be applied retrospectively to all prior periods presented in the financial statements.

We adopted this standard as of the end of fiscal 2024 and such adoption did not have a significant impact on our disclosures.

Recently Issued Accounting Standards

Recently Adopted Accounting Standards and Tax Legislation

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

5 unchanged sentences

However, retrospective application is permitted.

Management is currently evaluating this ASU to determine its impact on our disclosures.

We adopted this standard as of the end of fiscal 2025 using the prospective transition method and such adoption did not have a significant impact on our disclosures.

On July 4, 2025, the U.S.

1 (a bill “To provide for reconciliation pursuant to Title II of H.

The legislation includes several provisions that may impact the timing and magnitude of certain tax deductions and provides for the permanent extension of several business tax benefits originally introduced under the 2017 Tax Cuts and Jobs Act.

The enactment of H.R.

1 did not have a material impact on the consolidated financial statements.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires more detailed disclosures of certain categories of expenses such as inventory purchases, employee compensation and depreciation that are components of existing expense captions presented on the face of the income statement.

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Management is currently evaluating this ASU to determine its impact on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

This ASU is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual reporting periods, with early adoption permitted.

The amendments in the ASU should be applied prospectively.

We will adopt this ASU in the first quarter of fiscal 2026 using the practical expedient and adoption is not expected to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which amends certain aspects of the accounting and disclosure for internal-use software costs.

The ASU removes all references to prescriptive and sequential software development stages.

The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The amendments can be applied prospectively, retrospectively, or via a modified prospective transition method.

Management is currently evaluating this ASU to determine its impact on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which clarifies interim disclosure requirements by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable.

The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

Management is currently evaluating this ASU to determine its impact on our disclosures.

Fair Value Measurements

9 unchanged sentences

Acquisition-related contingent consideration and compensation liability

January 2, 2024

December 31, 2024

Assets/(Liabilities)

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Acquisition-related contingent consideration and compensation liability

Changes in the fair value of non-qualified deferred compensation assets and liabilities are recognized in other expense, net in our consolidated statements of income.

Changes in the fair value of non-qualified deferred compensation assets and liabilities are recognized in other income, net in our consolidated statements of income.

Changes in the fair value of the acquisition-related contingent consideration and compensation liability are recognized in acquisition-related contingent consideration, compensation and amortization expenses in our consolidated statements of income.

2 unchanged sentences

December 30, 2025

January 2, 2024

December 31, 2024

Beginning balance

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Ending balance

The fair value of the acquisition-related contingent consideration and compensation liability was determined utilizing a Monte Carlo model based on estimated future revenues, margins and volatility factors, among other variables and estimates and has no minimum or maximum payment.

The undiscounted range of outcomes per the Monte Carlo model utilized to determine the fair value of the acquisition-related contingent consideration and compensation liability was $ 0.0 million to $ 142.4 million at December 31, 2024 and $ 2.6 million to $ 235.4 million at January 2, 2024.

Results could change materially if different estimates and assumptions were used.

During fiscal 2024, the fair value of the contingent consideration and compensation liability decreased by $ 5.3 million due to a payment of $ 6.5 million per the FRC acquisition agreement and a $ 1.9 million decrease in the fair value primarily stemming from a change in the volatility factors, as well as a decrease in fiscal 2025 revenues and estimated future revenues utilized in the calculation, partially offset by $ 3.1 million of amortization.

The fair value of the acquisition-related contingent consideration and compensation liability was based on estimated future revenues, margins and probability of achievement given recent performance, discount rate and has no minimum or maximum payment.

During fiscal 2025, the fair value of the contingent consideration and compensation liability increased by $ 4.5 million due to a $ 10.5 million increase in the fair value primarily stemming from updating the probability of achievement and $ 2.7 million of amortization, partially offset by a payment of $ 8.7 million per the FRC acquisition agreement.

During fiscal 2024, the fair value of the contingent consideration and compensation liability decreased by $ 5.3 million due to a payment of $ 6.5 million per the FRC acquisition agreement and a $ 1.9 million decrease in the fair value primarily stemming from a change in the volatility factors, as well as a decrease in estimated fiscal 2025 revenues and future revenues utilized in the calculation, partially offset by $ 3.1 million of amortization.

During fiscal 2023, the fair value of the contingent consideration and compensation liability decreased by $ 3.1 million due to a payment of $ 13.0 million per the FRC acquisition agreement, partially offset by $ 9.9 million increase in the fair value primarily stemming from a change in the volatility factors, as well as an increase in fiscal 2023 revenues and estimated future revenues utilized in the calculation and amortization.

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The fair value of our Revolver Facility (as defined below) approximates carrying value due to the variable interest rate.

At both December 31, 2024 and January 2, 2024, we had $ 345.0 million aggregate principal amount of Notes outstanding.

The estimated fair value of the Notes based on a market approach as of December 31, 2024 and January 2, 2024 was approximately $ 339.5 million and $ 298.8 million, respectively, and determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market on the last business day of the reporting period.

The increase in the fair value of the Notes was primarily due to an increase in our stock price.

See Note 10 for further discussion of the Notes.

At December 30, 2025 and December 31, 2024, we had $ 69.0 million and $ 345.0 million aggregate principal amount of 2026 Notes outstanding.

The estimated fair value of the 2026 Notes based on a market approach as of December 30, 2025 and December 31, 2024 was approximately $ 67.5 million and $ 339.5 million, respectively, and determined based on the estimated or actual bids and offers of the 2026 Notes in an over-the-counter market on the last business day of the reporting period.

The decrease in the fair value of the 2026 Notes was primarily due to a decrease in our stock price from the date of the issuance of the 2026 Notes.

As of December 30, 2025, we had $ 575.0 million aggregate principal amount of 2030 Notes outstanding.

The estimated fair value of the 2030 Notes based on a market approach as of December 30, 2025 was approximately $ 563.5 million and was determined based on the estimated or actual bids and offers of the 2030 Notes in an over-the-counter market on the last business day of the reporting period.

The decrease in the fair value of the 2030 Notes was primarily due to a decrease in our stock price from the date of the issuance of the 2030 Notes.

See Note 10 for further discussion of the 2026 Notes and 2030 Notes.

Accounts and Other Receivables

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December 30, 2025

January 2, 2024

December 31, 2024

Gift card distributors

Landlord construction contributions

Bakery customers

Insurance providers

Landlord construction contributions

Delivery partner

2 unchanged sentences

December 30, 2025

January 2, 2024

December 31, 2024

Restaurant food and supplies (1)

1 unchanged sentence

Bakery raw materials and supplies

(1) The increase in bakery finished goods and work in progress inventory is primarily driven by a build-up of weeks on hand to improve our supply resiliency.

(1) The decrease in restaurant food and supplies is primarily driven by a write-down of gift card inventory in fiscal 2025.

(2) The decrease in bakery finished goods and work in progress inventory primarily stems from higher than forecasted sales to third-party bakery customers during the fourth quarter of fiscal 2025.

Prepaid Expenses

2 unchanged sentences

December 30, 2025

January 2, 2024

December 31, 2024

Gift card contract assets

3 unchanged sentences

December 30, 2025

January 2, 2024

December 31, 2024

Land and related improvements

15 unchanged sentences

December 30, 2025

January 2, 2024

December 31, 2024

Non-qualified deferred compensation assets (1)

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December 30, 2025

January 2, 2024

December 31, 2024

Gift card liabilities:

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Ending balance

(1) Fiscal 2025 includes additional gift card breakage recorded as a result of our annual assessment.

See Note 1 for further discussion.

Fiscal year ended

December 30, 2025

January 2, 2024

December 31, 2024

Gift card contract assets:

6 unchanged sentences

December 30, 2025

January 2, 2024

December 31, 2024

Self-insurance

2 unchanged sentences

Payroll and sales taxes

(1) The increase in other was primarily due to the increase in the current portion of the acquisition-related contingent consideration and compensation liability.

See Note 2 for further discussion of the fair value measurement.

Long-Term Debt

The decrease in accrued rent is primarily due to the timing of lease payment.

Revolving Credit Facility

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In November 2023, we borrowed $ 15.0 million on the Revolver Facility and repaid it in December 2023.

As of January 2, 2024, we had net availability for borrowings of $ 236.5 million, based on a $ 130.0 million outstanding debt balance and $ 33.5 million in standby letters of credit under the Revolver Facility.

In the fourth quarter of fiscal 2024 we repaid $ 20.0

million on the Revolver Facility.

In the fourth quarter of fiscal 2024 we repaid $ 20.0 million on the Revolver Facility.

As of December 31, 2024, we had net availability for borrowings of $ 256.5 million, based on a $ 110.0 million outstanding debt balance and $ 33.5 million in standby letters of credit under the Revolver Facility.

In the first quarter of fiscal 2025 we repaid $ 110.0 million on the Revolver Facility.

As of December 30, 2025, we had net availability for borrowings of $ 366.5 million, based on no outstanding debt balance and $ 33.5 million in standby letters of credit under the Revolver Facility.

Under the Revolver Facility, we are subject to the following financial covenants as of the last day of each fiscal quarter:

(i) a maximum ratio of net adjusted debt to EBITDAR (the “Amended Net Adjusted Leverage Ratio”) of 4.25 and (ii) a minimum ratio of EBITDAR to interest and rent expense (“EBITDAR Ratio”) of 1.90 .

The Amended Net Adjusted Leverage Ratio includes a rental expense multiplier of six as compared to eight in the prior credit agreement.

At December 31, 2024, we were in compliance with all covenants in effect at that date.

(i) a maximum ratio of net adjusted debt to EBITDAR (the “Net Adjusted Leverage Ratio”) of 4.25 and (ii) a minimum ratio of EBITDAR to interest and rent expense (“EBITDAR Ratio”) of 1.90 .

The Net Adjusted Leverage Ratio includes a rental expense multiplier of six as compared to eight in the prior credit agreement.

As of December 30, 2025, we were in compliance with all covenants in effect at that date.

Borrowings under the Loan Agreement bear interest, at our election, at a rate equal to either:

(i) the sum of (A) adjusted term SOFR (as defined in the Loan Agreement, the “Term SOFR Rate”) plus (B) a rate variable based on the Amended Net Adjusted Leverage Ratio, ranging from 1.00 % to 1.75 %, or (ii) the sum of (A) the highest of (x) the rate of interest last quoted by The Wall Street Journal as the prime rate in effect in the United States, (y) the greater of the rate calculated by the Federal Reserve Bank of New York as the federal funds effective rate or the rate that is published by the Federal Reserve Bank of New York as the overnight bank funding rate, in either case, plus 0.50 %, and (z) the one-month Term SOFR Rate plus 1.00 %, plus (B) a rate variable based on the Net Adjusted Leverage Ratio, ranging from 0.00 % to 0.75 %.

(i) the sum of (A) adjusted term SOFR (as defined in the Loan Agreement, the “Term SOFR Rate”) plus (B) a rate variable based on the Net Adjusted Leverage Ratio, ranging from 1.00 % to 1.75 %, or (ii) the sum of (A) the highest of (x) the rate of interest last quoted by The Wall Street Journal as the prime rate in effect in the United States, (y) the greater of the rate calculated by the Federal Reserve Bank of New York as the federal funds effective rate or the rate that is published by the Federal Reserve Bank of New York as the overnight bank funding rate, in either case, plus 0.50 %, and (z) the one-month Term SOFR Rate plus 1.00 %, plus (B) a rate variable based on the Net Adjusted Leverage Ratio, ranging from 0.00 % to 0.75 %.

We will also pay a fee variable based on the Net Adjusted Leverage Ratio, ranging from 0.125 % to 0.25 %, on the daily amount of unused commitments under the Loan Agreement.

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2030 Convertible Senior Notes

On June 15, 2021, we issued $ 345.0 million aggregate principal amount of Notes.

The net proceeds from the sale of the Notes were approximately $ 334.9 million after deducting issuance costs related to the Notes.

On February 28, 2025, we issued $ 575.0 million aggregate principal amount of convertible senior notes (“2030 Notes”).

The net proceeds from the sale of the 2030 Notes were approximately $ 558.5 million after deducting issuance costs of $ 16.5 million.

The 2030 Notes are senior, unsecured obligations and are (i) equal in right of payment with our existing and future senior, unsecured indebtedness;

(ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2030 Notes;

(iii) effectively subordinated to our existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness;

and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries.

The 2030 Notes were issued pursuant to, and are governed by, an indenture (the “2030 Indenture”), dated as of February 28, 2025, between us and U.S.

Bank Trust Company, National Association, as trustee (the “2030 Note Trustee”).

The 2030 Notes accrue interest at a rate of 2.00 % per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2025.

The 2030 Notes will mature on March 15, 2030, unless earlier repurchased, redeemed or converted.

Before November 15, 2029, noteholders will have the right to convert their 2030 Notes only upon the occurrence of certain events, including but not limited to, the Company’s common stock trading above 130 % of the conversion price for a specific period, the 2030 Notes per $ 1,000 in principal amount trading below 98 % of the product of the trading price of the Company’s common stock and the conversion rate for a specific period, and certain fundamental changes to corporate structure.

From and after November 15, 2029, noteholders may convert their 2030 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

We will have the right to elect to settle conversions either entirely in cash or in a combination of cash and shares of our common stock.

The kind and amount of consideration due upon conversion will be determined based on the conversion value of the 2030 Notes, measured proportionately for each trading day in an “Observation Period” (as defined in the 2030 Indenture) consisting of 35 trading days, and settled following the completion of that Observation Period.

The consideration due in respect of each trading day in the Observation Period will consist of cash, up to at least the proportional amount of the principal amount being converted, and any excess of the proportional conversion value for that trading day

that will not be settled in cash will be settled in shares of our common stock.

The initial conversion rate is 14.1377 shares of our common stock per $ 1,000 principal amount of 2030 Notes, which represents an initial conversion price of approximately $ 70.73 per share of our common stock.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events, but will not be adjusted for regular quarterly dividends that do not exceed the dividend threshold (initially equal to $ 0.27 per share of common stock as defined in the 2030 Indenture).

In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the 2030 Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

As of December 30, 2025, the conversion rate for the 2030 Notes was 14.1377 shares of common stock per $ 1,000 principal amount of the 2030 Notes, which represents a conversion price of approximately $ 70.73 per share of common stock.

In connection with the cash dividend that was declared by our Board of Directors (“Board”) on February 12, 2026, on March 4, 2026 we will adjust the conversion rate (which is expected to increase) and the conversion price (which is expected to decrease) of the 2030 Notes in accordance with the terms.

The 2030 Notes are redeemable, in whole or in part (subject to certain limitations described below), at our option at any time, and from time to time, on or after March 20, 2028 and on or before the 35th scheduled trading day immediately before the maturity date, but only if (i) the notes are “Freely Tradable” (as defined in the 2030 Indenture), and all accrued and unpaid additional interest, if any, has been paid in full, as of the date we send the related redemption notice;

and (ii) the last reported sale price per share of our common stock exceeds 130 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send such redemption notice;

and (2) the trading day immediately before the date we send such redemption notice.

However, we may not redeem less than all of the outstanding 2030 Notes unless at least $ 150.0 million aggregate principal amount of 2030 Notes are outstanding and not called for redemption as of the time we send the related redemption notice.

The redemption price will be a cash amount equal to the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

In addition, calling any 2030 Note for redemption will constitute a Make-Whole Fundamental Change with respect to that 2030 Note, in which case the conversion rate applicable to the conversion of that 2030 Note will be increased in certain circumstances if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” (as defined in the 2030 Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require us to repurchase their 2030 Notes at a cash repurchase price equal to the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date.

The definition of Fundamental Change includes certain business combination transactions involving us and certain de-listing events with respect to our common stock.

The 2030 Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the 2030 Indenture), which include the following:

(i) certain payment defaults on the 2030 Notes (which, in the case of a default in the payment of interest on the 2030 Notes, will be subject to a 30-day cure period);

(ii) our failure to send certain notices under the 2030 Indenture within specified periods of time;

(iii) our failure to comply with certain covenants in the 2030 Indenture relating to our ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of our assets and our subsidiaries, taken as a whole, to another person;

(iv) a default by us in our other obligations or agreements under the 2030 Indenture or the 2030 Notes if such default is not cured or waived within 60 days after notice is given in accordance with the 2030 Indenture;

(v) certain defaults by us or any of our significant subsidiaries with respect to indebtedness for borrowed money of at least $ 20.0 million;

(vi) the rendering of certain judgments against us or any of our significant subsidiaries for the payment of at least $ 50.0 million, where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished;

and (vii) certain events of bankruptcy, insolvency and reorganization involving us or our significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us (and not solely with respect to our significant subsidiary) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2030 Notes then outstanding will immediately become due and payable without any further action or notice by any person.

If any other Event of Default occurs and is continuing, then, the 2030 Note Trustee, by notice to us, or noteholders of at least 25 % of the aggregate principal amount of 2030 Notes then outstanding, by notice to us and the 2030 Note Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the 2030 Notes then outstanding to become due and payable immediately.

However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the 2030 Indenture consists exclusively of the right of the noteholders to receive special interest on the 2030 Notes for up to 180 days at a specified rate per annum not exceeding 0.50 % on the principal amount of the 2030 Notes.

As of December 30, 2025, the 2030 Notes had a gross principal balance of $ 575.0 million and a balance of $ 561.3 million, net of unamortized issuance costs of $ 13.7 million.

The net carrying value of the 2030 Notes is included in long-term debt within total liabilities on our consolidated balance sheet.

Total amortization expense was $ 2.8 million in fiscal 2025 and was included in interest expense, net in the consolidated statements of income.

The effective interest rate for the 2030 Notes was 2.57 % as of December 30, 2025.

2026 Convertible Senior Notes

On June 15, 2021, we issued $ 345.0 million aggregate principal amount of convertible senior notes (“2026 Notes”).

The net proceeds from the sale of the 2026 Notes were approximately $ 334.9 million after deducting issuance costs of $ 10.1 million.

On February 28, 2025, we used part of the net proceeds from the issuance of the 2030 Notes to repurchase approximately $ 276.0 million aggregate principal amount of the 2026 Notes in a privately-negotiated transaction for aggregate consideration of $ 289.8 million (the “2026 Note Repurchase Transaction”).

The 2026 Note Repurchase Transaction was accounted for as a debt extinguishment.

The 2026 Note Repurchase Transactions resulted in a $ 15.9 million loss on early debt extinguishment in the first quarter of fiscal 2025, of which $ 2.1 million consisted of unamortized issuance costs.

The 2026 Notes are senior, unsecured obligations and are (i) equal in right of payment with our existing and future senior, unsecured indebtedness;

(ii) senior in right of payment to our existing and future indebtedness that is expressly subordinated to the 2026 Notes;

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The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”) between us and a trustee (“Trustee”), dated as of June 15, 2021, as supplemented by a first supplemental indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), dated as of June 15, 2021, between the Company and the Trustee.

The 2026 Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”) between us and a trustee (“2026 Note Trustee”), dated as of June 15, 2021, as supplemented by a first supplemental indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “2026 Indenture”), dated as of June 15, 2021, between the Company and the 2026 Note Trustee.

The 2026 Notes accrue interest at a rate of 0.375 % per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2021.

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In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the 2026 Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

At December 31, 2024, the conversion rate for the Notes was 13.8741 shares of common stock per $ 1,000 principal amount of the Notes, which represents a conversion price of approximately $ 72.08 per share of common stock.

In connection with the cash dividend that was declared by our Board on February 13, 2025, on March 5, 2025 we will adjust the conversion rate (which is expected to increase) and the conversion price (which is expected to decrease) of the Notes in accordance with the terms.

As of December 30, 2025, the conversion rate for the 2026 Notes was 14.1644 shares of common stock per $ 1,000 principal amount of the 2026 Notes, which represents a conversion price of approximately $ 70.61 per share of common stock.

The 2026 Notes are redeemable, in whole or in part (subject to certain limitations described below), at our option at any time, and from time to time, on or after June 20, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of our common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice;

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The definition of Fundamental Change includes certain business combination transactions involving us and certain de-listing events with respect to our common stock.

The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following:

The 2026 Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the 2026 Indenture), which include the following:

(i) certain payment defaults on the 2026 Notes (which, in the case of a default in the payment of interest on the 2026 Notes, will be subject to a 30-day cure period);

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If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us (and not solely with respect to a significant subsidiary of ours) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2026 Notes then outstanding will immediately become due and payable without any further action or notice by any person.

If any other Event of Default occurs and is continuing, then, the Trustee, by notice to us, or noteholders of at least 25 % of the aggregate principal amount of Notes then outstanding, by notice to us and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately.

However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 days at a specified rate per annum not exceeding 0.50 % on the principal amount of the Notes.

If any other Event of Default occurs and is continuing, then, the 2026 Note Trustee, by notice to us, or noteholders of at least 25 % of the aggregate principal amount of 2026 Notes then outstanding, by notice to us and the 2026 Note Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the 2026 Notes then outstanding to become due and payable immediately.

However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the 2026 Note Indenture consists exclusively of the right of the noteholders to receive special interest on the 2026 Notes for up to 180 days at a specified rate per annum not exceeding 0.50 % on the principal amount of the 2026 Notes.

As of December 30, 2025, the 2026 Notes had a gross principal balance of $ 69.0 million and a balance of $ 68.8 million, net of unamortized issuance costs of $ 0.2 million.

The unamortized balance of issuance costs was recorded as a contra-liability and netted with long-term debt on our consolidated balance sheets.

The unamortized balance of issuance costs was recorded as a contra-liability and netted with current portion of long-term debt on our consolidated balance sheets.

Total amortization expense was $ 0.7 million, $ 2.0 million and $ 2.0 million in fiscal 2025, fiscal 2024 and fiscal 2023, respectively and was included in interest expense, net in the consolidated statements of income.

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Components of lease expense were as follows (in thousands):

Supplemental information related to leases (in thousands, except percentages):

Supplemental disclosures of cash flow information related to leases were as follows:

(in thousands):

Cash paid for amounts included in the measurement of lease liabilities:

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Right-of-use assets obtained in exchange for new operating lease liabilities

The weighted-average remaining lease term and discount rate were as follows:

Weighted-average remaining lease term — operating leases (in years)

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December 30, 2025

January 2, 2024

December 31, 2024

Non-qualified deferred compensation liabilities (1)

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Commitments and Contingencies

Purchase obligations, which include inventory purchases, equipment purchases, information technology and other miscellaneous commitments, were $ 147.8 million and $ 101.4 million at December 31, 2024 and January 2, 2024, respectively.

These purchase obligations are primarily due within three years and recorded as liabilities when goods are received or services rendered.

Real estate obligations, which include construction commitments, net of up-front landlord construction contributions, and legally binding minimum lease payments for leases signed but not yet commenced, were $ 315.4 million and $ 414.8 million at December 31, 2024 and January 2, 2024, respectively.

The FRC acquisition agreement included a contingent consideration provision of which the remainder is payable annually from 2024 through 2027 and is based on achievement of revenue and profitability targets for the FRC brands other than North Italia and Flower Child.

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See Note 2 for discussion of the fair value measurement of this liability.

As credit guarantees to insurers, we had $ 33.5 million at both December 31, 2024 and January 2, 2024, in standby letters of credit related to our self-insurance liabilities.

As credit guarantees to insurers, we had $ 33.5 million at both December 30, 2025 and December 31, 2024, in standby letters of credit related to our self-insurance liabilities.

All standby letters of credit are renewable annually.

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The accrued liabilities associated with these programs are based on our estimate of the ultimate costs to settle known claims, as well as claims incurred but not yet reported to us (“IBNR”) as of the balance sheet date.

The total accrued liability for our self-insured plans was $ 73.6 million and $ 71.5 million at December 31, 2024 and January 2, 2024, respectively.

The total accrued liability for our self-insured plans was $ 77.3 million and $ 73.6 million at December 30, 2025 and December 31, 2024, respectively.

On June 7, 2024, the Internal Revenue Service (“IRS”) issued its examination report for tax years 2015 through 2020 in which it proposed to disallow a portion of our depreciation deductions and domestic production activity deductions and to assess penalties.

On August 12, 2024, we submitted Protest Memoranda indicating our disagreement with a majority of the findings in the examination report, and our case is now under the jurisdiction of the Appeals Division.

We expect to hold an opening conference with Appeals in the second quarter of fiscal 2025.

Based on the current status of this matter, we have reserved an immaterial amount.

On August 12, 2024, we submitted protest memoranda indicating our disagreement with a majority of the findings in the examination report, and our case is now under the jurisdiction of the Appeals Division (“Appeals”).

Appeals conferences were held during fiscal 2025, and based on the current status of this matter, we have reserved an immaterial amount.

Within the ordinary course of our business, we are subject to private lawsuits, government audits and investigations, administrative proceedings and other claims.

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Our Board reinstated and declared a quarterly dividend in the second quarter of fiscal 2022 and has continued to pay quarterly dividends through fiscal 2025.

Our Board declared dividends of $ 1.08 per common share in the aggregate during each fiscal 2024 and fiscal 2023.

pursuant to the terms and conditions of the Loan Agreement and applicable law, and such other factors that the Board considers relevant.

(See Note 10 for further discussion of our long-term debt.)

On October 26, 2022, our Board increased the authorization to repurchase our common stock by 5.0 million shares to 61.0 million shares.

Under this authorization, we have cumulatively repurchased 57.1 million shares at a total cost of $ 1,829.7 million, excluding excise tax, through December 31, 2024.

During fiscal 2024, 2023 and 2022, we repurchased 0.5 million, 1.4 million and 2.0 million shares of our common stock at a cost of $ 18.0 million, $ 46.1 million and $ 63.1 million, excluding excise tax, respectively.

Our Board declared dividends of $ 1.08 per common share in the aggregate during each fiscal 2025, fiscal 2024 and fiscal 2023.

Future decisions to pay or to increase or decrease dividends are at the discretion of the Board and will be dependent on our operating performance, financial condition, capital expenditure requirements, limitations on cash distributions pursuant to the terms and conditions of the Loan Agreement and applicable law, and such other factors that the Board considers relevant.

(See Note 10 for further discussion of our debt.)

Under authorization by our Board to repurchase up to 61.0 million shares of our common stock, we have cumulatively repurchased 59.9 million shares at a total cost of $ 1,983.6 million, excluding excise tax, through December 30, 2025.

During fiscal 2025, we repurchased 2.9 million shares of our common stock at a cost of $ 153.9 million, excluding excise tax, inclusive of the 2.4 million shares of our common stock repurchased concurrently with the 2030 Notes issuance in privately negotiated transactions on February 28, 2025.

During fiscal 2024 and 2023, we repurchased 0.5 million and 1.4 million shares of our common stock at a cost of $ 18.0 million and $ 46.1 million, excluding excise tax, respectively.

Our objectives with regard to share repurchases have been to offset the dilution to our shares outstanding that results from equity compensation grants and to supplement our earnings per share growth.

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Future decisions to repurchase shares are at the discretion of the Board and are based on several factors, including current and forecasted operating cash flows, capital needs associated with new restaurant development and maintenance of existing locations, dividend payments, debt levels and cost of borrowing, obligations associated with the FRC acquisition, our share price and current market conditions.

The timing and number of shares repurchased are also subject to legal constraints and covenants under our Loan Agreement that limit share repurchases based on a defined ratio.

(See Note 10 for further discussion of our long-term debt.)

The timing and number of shares repurchased are also subject to legal constraints and covenants under our Loan

Agreement that limit share repurchases based on a defined ratio.

(See Notes 10 and 19 for further discussion of our debt and for increased authorized share repurchase program amount our share repurchase program.)

Stock-Based Compensation

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To date, we have only granted non-qualified stock options, restricted shares and restricted share units of common stock under these plans.

On March 24, 2022, our Board approved an amendment to our The Cheesecake Factory Incorporated Stock Incentive Plan to increase the number of shares of common stock reserved for grant under the plan to 19.8 million shares from 17.5 million shares.

This amendment was approved by our stockholders at our annual meeting held on May 23, 2022.

On March 26, 2025, our Board approved an amendment to our The Cheesecake Factory Incorporated Stock Incentive Plan (the “Plan”) to increase the number of shares of common stock authorized for issuance under the Plan by 6.0 million shares to 13.15 million shares from 7.15 million shares (the “Plan Amendment”).

This Plan Amendment was approved by our stockholders at our 2025 annual meeting held on May 22, 2025.

Approximately 6.3 million of these shares were available for grant as of December 30, 2025.

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Stock Options

We did not issue any stock options during fiscal 2025.

The weighted-average fair value at the grant date for options issued during fiscal 2024 and fiscal 2023 were $ 12.45 and $ 15.76 per share, respectively.

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(a) an expected option term of 6.7 years, (b) expected stock price volatility of 45.2 %, (c) a risk-free interest rate of 4.0 % and (d) a dividend yield on our stock of 2.7 %.

We did not issue any stock options during fiscal 2022.

The expected option term represents the estimated period of time until exercise and is based on historical experience of similar options, giving consideration to the contractual terms, vesting schedules and expectations of future staff member behavior.

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There were no options exercised during fiscal 2023.

As of December 31, 2024, total unrecognized stock-based compensation expense

related to unvested stock options was $ 1.3 million, which we expect to recognize over a weighted-average period of approximately 1.9 years.

As of December 30, 2025, total unrecognized stock-based compensation expense related to unvested stock options was $ 0.9 million, which we expect to recognize over a weighted-average period of approximately 2.9 years.

Restricted Shares and Restricted Share Units

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Our executive officers and a select group of management and/or highly compensated staff members are not eligible to participate in the 401(k) Plans.

We currently match in cash a certain percentage of the staff member contributions to the 401(k) Plans and also pay a portion of the administrative costs.

We currently match in cash a certain percentage of the staff member contributions to the

401(k) Plans and also pay a portion of the administrative costs.

Expense recognized in fiscal 2025, 2024 and 2023 was $ 2.7 million, $ 2.2 million and $ 2.3 million, respectively.

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The accrued liabilities associated with these programs are based on our estimate of the ultimate costs to settle known claims as well as claims incurred but not yet reported to us as of the balance sheet date.

The accrued liability for our self-insured benefit plans, which is included in other accrued expenses, was $ 11.0 million and $ 11.3 million as of December 31, 2024 and January 2, 2024, respectively.

The accrued liability for our self-insured benefit plans, which is included in other accrued expenses, was $ 12.1 million and $ 11.0 million as of December 30, 2025 and December 31, 2024, respectively.

(See Note 1 for further discussion of accounting for our self-insurance liabilities.)

The provision for income taxes consisted of the following (in thousands):

In fiscal 2025, we adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, on a prospective basis.

Certain disclosures for fiscal 2025 reflect the new requirements.

Prior year disclosures are presented under previous guidance.

The components of income before income taxes and provision for income taxes pursuant to the disclosure requirements of ASU 2023-09 for year ended December 30, 2025 consisted of the following (in thousands):

United States

Income before income taxes

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Total deferred

Total provision:

Total provision

The provision for income taxes for fiscal 2024 and 2023 consisted of the following (in thousands):

Income before income taxes

Income tax provision/(benefit):

Total current

Total deferred

Total provision/(benefit)

The following reconciles the U.S.

federal statutory rate to the effective tax rate:

federal statutory rate to the effective tax rate for fiscal 2025 pursuant to the disclosure requirement of ASU 2023-09 for year ended December 30, 2025 (in thousands, except percentages):

federal statutory rate

Domestic federal

Credit for FICA taxes paid on tips

Foreign tax credit

Nontaxable or nondeductible items

FICA taxes paid on tips subject to tax credit

Non-deductible executive compensation

Gain on investments used to fund deferred compensation

Loss on debt extinguishment

Equity compensation

Domestic state and local income taxes, net of federal benefit (1)

Foreign tax effects

Changes in unrecognized tax benefits

Effective tax rate

(1) State taxes in California, Arizona and New Jersey made up the majority (greater than 50%) of the tax effect in this category.

The following reconciles the U.S.

federal statutory rate to the effective tax rate for fiscal 2024 and 2023:

federal statutory rate

State and district income taxes, net of federal benefit

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December 30, 2025

January 2, 2024

December 31, 2024

Deferred tax assets:

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Net deferred tax asset

At December 31, 2024 and January 2, 2024, we had $ 79.8 million and $ 72.8 million, respectively of U.S.

Following is a summary of income taxes paid, net of refunds by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 30, 2025 (in thousands):

Fiscal Year 2025

state and local

Total income tax paid, net of refunds

At December 30, 2025 and December 31, 2024, we had $ 92.1 million and $ 79.8 million, respectively of U.S.

federal credit carryforwards which begin to expire in 2043 and $ 0.1 million and $ 0.2 million, respectively, of state hiring and investment credits which begin to expire in 2028.

At December 31, 2024 and January 2, 2024, we had $ 1.9 million and $ 2.3 million, respectively of foreign net operating loss carryforwards which begin to expire in 2037 and $ 23.7 million and $ 27.4 million, respectively, of state net operating loss carryforwards with statutory carryforward periods ranging from 5 years to no expiration period.

At December 30, 2025 and December 31, 2024, we had $ 1.5 million and $ 1.9 million, respectively of foreign net operating loss carryforwards which begin to expire in 2037 and $ 23.9 million and $ 23.7 million, respectively, of state net operating loss carryforwards with statutory carryforward periods ranging from 5 years to no expiration period.

The earliest year that a material state net operating loss will expire is 2032.

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We did not need to consider tax planning strategies in this analysis.

Based on this evaluation, at December 31, 2024 and January 2, 2024 we carried a valuation allowance of $ 0.6 million and $ 1.4 million, respectively, to reflect the amount that we will likely not realize.

Based on this evaluation, at December 30, 2025 and December 31, 2024 we carried a valuation allowance of $ 0.5 million and $ 0.6 million, respectively, to reflect the amount that we will likely not realize.

This assessment could change if estimates of future taxable income during the carryforward period are revised.

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Balance at beginning of year

(Reductions)/additions related to prior year tax positions

Reductions related to current period tax positions

Reductions related to settlements with taxing authorities

Additions/(reductions) related to prior year tax positions

Additions/(reductions) related to current period tax positions

Additions/(reductions) related to settlements with taxing authorities

Balance at end of year

At December 31, 2024 and January 2, 2024, we had $ 0.1 million and $ 1.4 million, respectively, of accrued interest and penalties related to uncertain tax positions.

At December 30, 2025 and December 31, 2024, we had $ 0.3 million and $ 0.1 million, respectively, of accrued interest and penalties related to uncertain tax positions.

Segment Information

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Our CODM allocates resources and evaluates the performance of each operating segment based on the segment’s revenue and income/(loss) from operations, comparing actual results to historical and previously forecasted financial information.

Significant expenses are expenses that are regularly provided to the CODM and are include in segment income/(loss).

Significant expenses are expenses that are regularly provided to the CODM and are included in segment income/(loss).

Our operating segments, are aligned with our strategic priorities and are the businesses for which our CODM reviews discrete financial information for decision-making purposes, are comprised of The Cheesecake Factory, North Italia, Flower Child, the other FRC brands and our bakery division.

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Depreciation and amortization expenses

Impairment of assets and lease termination (income)/expenses

Impairment of assets and lease termination expenses

Acquisition-related contingent consideration, compensation and amortization expenses

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Capital expenditures

For the fifty-two weeks ended January 2, 2024

For the fifty-two weeks ended December 31, 2024

The Cheesecake

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Depreciation and amortization expenses

Impairment of assets and lease termination expenses

Impairment of assets and lease termination (income)/expenses

Acquisition-related contingent consideration, compensation and amortization expenses

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Capital expenditures

For the fifty-three weeks ended January 3, 2023

For the fifty-two weeks ended January 2, 2024

The Cheesecake

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On February 12, 2026, our Board declared a quarterly cash dividend of $ 0.30 per share to be paid on March 17, 2026 to the stockholders of record of each share of our common stock at the close of business on March 4, 2026.

On February 12, 2026, our Board increased the authorization to repurchase our common stock by 5.0 million shares to 66.0 million shares.

See Note 14 for further discussion on our repurchase authorization and methods.

EXHIBIT INDEX

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Form of certificate representing the 0.375% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.3)

Indenture, dated as of February 28, 2025, between The Cheesecake Factory Incorporated and U.S.

Bank Trust Company, National Association, as trustee

Form of certificate representing the 2.00% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.5)

Amended and Restated Employment Agreement, effective as of April 5, 2023, between The Cheesecake Factory Incorporated and David M.

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Second Amendment to Inducement Agreement dated as of May 7, 2015

The Cheesecake Factory Incorporated 2010 Stock Incentive Plan as amended April 7, 2011*

The Cheesecake Factory Incorporated 2010 Stock Incentive Plan as amended effective as of February 27, 2013*

The Cheesecake Factory Incorporated 2010 Stock Incentive Plan as amended April 3, 2014*

Incorporated by

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Filed/Furnished with SEC

The Cheesecake Factory Incorporated 2010 Stock Incentive Plan as amended April 7, 2011*

The Cheesecake Factory Incorporated 2010 Stock Incentive Plan as amended effective as of February 27, 2013*

The Cheesecake Factory Incorporated 2010 Stock Incentive Plan as amended April 3, 2014*

The Cheesecake Factory Incorporated 2010 Stock Incentive Plan as amended May 28, 2015*

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Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for MEP IV under the 2010 Stock Incentive Plan, for equity grants made after February 15, 2018*

Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for MEP V under the 2010 Stock Incentive Plan, for equity grants made after February 15, 2018*

Form of Standard Notice of Grant and Restricted Share Agreement I under the 2010 Stock Incentive Plan, for equity grants made after February 15, 2018*

Incorporated by

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Filed/Furnished with SEC

Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for MEP V under the 2010 Stock Incentive Plan, for equity grants made after February 15, 2018*

Form of Standard Notice of Grant and Restricted Share Agreement I under the 2010 Stock Incentive Plan, for equity grants made after February 15, 2018*

Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for Senior Executive under the 2010 Stock Incentive Plan, for equity grants made after February 15, 2018*

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The Cheesecake Factory Incorporated Stock Incentive Plan, as amended March 24, 2022*

The Cheesecake Factory Incorporated Stock Incentive Plan, as amended by the Second Amendment*

Form of Notice of Grant and Stock Unit Grant Agreement for Directors under The Cheesecake Factory Incorporated Stock Incentive Plan*

Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for Executive Officers under The Cheesecake Factory Incorporated Stock Incentive Plan*

Filed herewith

Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement under The Cheesecake Factory Incorporated Stock Incentive Plan*

Filed herewith

Form of Notice of Grant and Restricted Share Agreement for MEP I under The Cheesecake Factory Incorporated Stock Incentive Plan*

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Registration Rights Agreement, dated April 20, 2020, by and between The Cheesecake Factory Incorporated and RC Cake Holdings LLC

Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for Executive Officers under The Cheesecake Factory Incorporated Stock Incentive Plan

Fourth Amended and Restated Loan Agreement, with JPMorgan Chase Bank, National Association dated as of October 6, 2022

The Registrant’s Special Trading Policy and Procedures

Filed herewith

Incorporated by

2 unchanged sentences

Filed/Furnished with SEC

Form of Notice of Grant and Stock Option Agreement and/or Restricted Share Agreement for Executive Officers under The Cheesecake Factory Incorporated Stock Incentive Plan

Fourth Amended and Restated Loan Agreement, with JPMorgan Chase Bank, National Association dated as of October 6, 2022

The Registrant’s Special Trading Policy and Procedures

List of Subsidiaries

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The Registrant’s Policy for Recover of Erroneously Awarded Compensation

The following materials from The Cheesecake Factory Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline eXtensible Business Reporting Language (iXBRL):

(i) consolidated balance sheets, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv) consolidated statement of stockholders’ equity, (v) consolidated statements of cash flows, and (vi) the notes to the consolidated financial statements

Incorporated by

Reference from

Exhibit Number

Filed/Furnished with SEC

Inline XBRL Instance Document

Filed herewith

Inline XBRL Taxonomy Extension Schema Document

Filed herewith

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

The cover page of The Cheesecake Factory Incorporated’s Annual Report on Form 10-K for the year ended December 30, 2025, formatted in iXBRL (included with Exhibit 101)

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(P) This exhibit has been paper filed and is not subject to the hyperlinking requirements of Item 601 of Regulation S-K.

Pursuant to the requirements of Section 13 or 15(d) 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 on the 24th day of February, 2025.

THE CHEESECAKE FACTORY INCORPORATED

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures