What changed in this filing

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Item 1. Financial Statements

2026-08-03 compared with 2026-05-04 · 147 added, 108 removed, 389 unchanged (40% of the section changed)

30 unchanged sentences

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

110,024,749 shares issued and 49,781,827 shares outstanding at March 31, 2026 and 109,546,812 shares issued and 49,635,893 shares outstanding at December 30, 2025

110,177,029 shares issued and 49,775,548 shares outstanding at June 30, 2026 and 109,546,812 shares issued and 49,635,893 shares outstanding at December 30, 2025

Additional paid-in capital

Retained earnings

Treasury stock inclusive of excise tax, 60,242,922 and 59,910,919 shares at cost at March 31, 2026 and December 30, 2025, respectively

Treasury stock inclusive of excise tax, 60,401,481 and 59,910,919 shares at cost at June 30, 2026 and December 30, 2025, respectively

( 2,013,212 )

7 unchanged sentences

(In thousands, except per share data)

March 31, 2026

April 1, 2025

June 30, 2026

Costs and expenses:

21 unchanged sentences

(In thousands)

March 31, 2026

April 1, 2025

June 30, 2026

Other comprehensive (loss)/gain:

6 unchanged sentences

(In thousands, except per share data)

For the thirteen weeks ended March 31, 2026:

For the twenty-six weeks ended June 30, 2026:

Comprehensive

8 unchanged sentences

( 2,003,891 )

For the thirteen weeks ended April 1, 2025:

Foreign currency translation adjustment

Cash dividends declared common stock, net of forfeitures, $ 0.30 per share

Stock-based compensation, net of forfeitures

Common stock issued under stock-based compensation plans

Treasury stock purchases, inclusive of excise tax

Balance, June 30, 2026

( 2,013,212 )

For the twenty-six weeks ended July 1, 2025:

Comprehensive

(Loss)/Income

Balance, December 31, 2024

7 unchanged sentences

( 1,972,311 )

Foreign currency translation adjustment

Cash dividends declared common stock, net of forfeitures, $ 0.27 per share

Stock-based compensation, net of forfeitures

Common stock issued under stock-based compensation plans

Treasury stock purchases, inclusive of excise tax

Balance, July 1, 2025

( 1,972,286 )

See the accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(In thousands)

March 31, 2026

April 1, 2025

June 30, 2026

Cash flows from operating activities:

5 unchanged sentences

Stock-based compensation

Payment of deferred consideration and compensation in excess of acquisition-date fair value

Changes in assets and liabilities:

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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, 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.

The impact of ongoing geopolitical and macroeconomic events, including evolving government policies and global trade and tariff dynamics, could lead to issues such as 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.

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

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which is intended to improve the accounting for and disclosure of environmental credits and related obligations by establishing consistent guidance for recognition, measurement, presentation, and disclosure.

The ASU introduces a comprehensive model and requires enhanced disclosures to improve transparency and comparability.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and for interim periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period and should be applied on a retrospective basis.

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

Fair Value Measurements

4 unchanged sentences

The following tables present the components and classification of our assets and liabilities that are measured at fair value on a recurring basis (in thousands):

March 31, 2026

June 30, 2026

Assets/(Liabilities)

8 unchanged sentences

The following table presents a reconciliation of the beginning and ending amounts of the fair value of the acquisition-related contingent consideration and compensation liabilities categorized as Level 3 (in thousands):

March 31, 2026

April 1, 2025

June 30, 2026

Beginning balance

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

During the first three months of fiscal 2026 and 2025, we did not make any payments, pursuant to the Fox Restaurant Concept LLC (“FRC”) acquisition agreement.

During the first six months of fiscal 2026 and 2025, we made payments of $ 13.2 million and $ 8.7 million, respectively, per the Fox Restaurant Concepts LLC (“FRC”) acquisition agreement.

The fair values of our cash and cash equivalents, accounts and other receivables, income taxes receivable, prepaid expenses, accounts payable, income taxes payable and other accrued liabilities approximate their carrying amounts due to their short duration.

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

As of March 31, 2026, we had $ 69.0 million aggregate principal amount of convertible senior notes due 2026 (“2026 Notes”) outstanding.

The estimated fair value of the 2026 Notes based on a market approach as of March 31, 2026, was approximately $ 68.4 million and was 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 March 31, 2026, we had $ 575.0 million aggregate principal amount of convertible senior notes due 2030 (“2030 Notes”) outstanding.

The estimated fair value of the 2030 Notes based on a market approach as of March 31, 2026, was approximately $ 581.3 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.

As of June 30, 2026, we had $ 575.0 million aggregate principal amount of convertible senior notes due 2030 (“2030 Notes”) outstanding.

The estimated fair value of the 2030 Notes based on a market approach as of June 30, 2026, was approximately $ 731.4 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 increase in the fair value of the 2030 Notes was primarily due to an increase in our stock price from the date of the issuance of the 2030 Notes.

See Note 5 for further discussion of the 2026 Notes and 2030 Notes.

See Note 5 for further discussion of the 2030 Notes.

Inventories consisted of (in thousands):

March 31, 2026

June 30, 2026

December 30, 2025

3 unchanged sentences

The following tables present information related to gift cards (in thousands):

March 31, 2026

April 1, 2025

June 30, 2026

Gift card liabilities:

2 unchanged sentences

Ending balance

March 31, 2026

April 1, 2025

June 30, 2026

Gift card contract assets:

8 unchanged sentences

Certain of our material subsidiaries have guaranteed our obligations under the Revolver Facility on an unsecured basis.

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 March 31, 2026, 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.

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.

As of June 30, 2026, 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:

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The Net Adjusted Leverage Ratio includes a rental expense multiplier of six .

As of March 31, 2026, we were in compliance with all the foregoing covenants in effect at that date.

As of June 30, 2026, we were in compliance with all the foregoing covenants in effect at that date.

Borrowings under the Loan Agreement bear interest, at the Company’s option, at a per annum rate equal to either:

(i) (A) the forward-looking term rate based on secured overnight financing rate (“SOFR”) that is published by CME Group Benchmark Administration Limited (the “Term SOFR Rate”) plus (B) an applicable margin based on the Net Adjusted Leverage Ratio, ranging from 1.00 % to 1.50 %, 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) an applicable margin based on the Net Adjusted Leverage Ratio, ranging from 0.00 % to 0.50 %.

The Company will also pay a variable fee based on the Net Adjusted Leverage Ratio, ranging from 0.125 % to 0.225 %, on the daily amount of unused commitments under the Loan Agreement.

The Company will also pay a variable fee based on the Net Adjusted Leverage Ratio, ranging

from 0.125 % to 0.225 %, on the daily amount of unused commitments under the Loan Agreement.

Letters of credit bear fees that are equivalent to the interest rate margin that is applicable to revolving loans that bear interest at the Term SOFR Rate plus other customary fees charged by the issuing bank.

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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 March 31, 2026, the conversion rate for the 2030 Notes was 14.1444 shares of common stock per $ 1,000 principal amount of the 2030 Notes, which represents a conversion price of approximately $ 70.70 per share of common stock.

In connection with the cash dividend that was declared by our Board of Directors (“Board”) on April 23, 2026, we will, on May 13, 2026, 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.

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 June 30, 2026, the conversion rate for the 2030 Notes was 14.1514 shares of common stock per $ 1,000 principal amount of the 2030 Notes, which represents a conversion price of approximately $ 70.66 per share of common stock.

In connection with the cash dividend that was declared by our Board of Directors (“Board”) on July 23, 2026, we will, on August 11, 2026, 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;

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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.

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.

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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 March 31, 2026, the 2030 Notes had a gross principal balance of $ 575.0 million and a balance of $ 562.1 million, net of unamortized issuance costs of $ 12.9 million.

As of June 30, 2026, the 2030 Notes had a gross principal balance of $ 575.0 million and a balance of $ 562.9 million, net of unamortized issuance costs of $ 12.1 million.

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

Total amortization expense was $ 0.8 million and $ 0.3 million during the thirteen weeks ended March 31, 2026 and April 1,2025, respectively and was included in interest expense, net in the condensed consolidated statements of income.

The effective interest rate for the 2030 Notes was 2.57 % as of March 31, 2026.

Total amortization expense was $ 0.8 million and $ 1.6 million during the thirteen and twenty-six weeks ended June 30, 2026, respectively, and was included in interest expense, net in the condensed consolidated statements of income.

Total amortization expense was $ 0.8 million and $ 1.1 million during the thirteen and twenty-six weeks ended July 1, 2025, respectively.

The effective interest rate for the 2030 Notes was 2.57 % as of June 30, 2026.

2026 Convertible Senior Notes

On June 15, 2021, we issued $ 345.0 million of 2026 Notes.

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

1 unchanged sentence

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;

The 2026 Note Repurchase Transaction 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.

During the second quarter of fiscal 2026, noteholders converted $ 0.1 million aggregate principal amount of the 2026 Notes, which we settled in cash, including payment of accrued interest.

The 2026 Notes matured on June 15, 2026, and we repaid in cash the remaining outstanding principal balance of $ 68.9 million, together with all accrued interest.

The 2026 Notes were senior, unsecured obligations and were (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;

1 unchanged sentence

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 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.

The 2026 Notes will mature on June 15, 2026, unless earlier repurchased, redeemed or converted.

Before February 17, 2026, noteholders will have the right to convert their 2026 Notes only upon the occurrence of certain events.

From and after February 17, 2026, noteholders may convert their 2026 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.

However, upon conversion of any 2026 Notes, the conversion value, which will be determined over an “Observation Period” (as defined in the 2026 Indenture) consisting of 30 trading days, will be paid in cash up to at least the principal amount of the 2026 Notes being converted.

The initial conversion rate is 12.7551 shares of common stock per $ 1,000 principal amount of 2026 Notes, which represents an initial conversion price of approximately $ 78.40 per share of common stock.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

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.

As of March 31, 2026, the conversion rate for the 2026 Notes was 14.2316 shares of common stock per $ 1,000 principal amount of the 2026 Notes, which represents a conversion price of approximately $ 70.27 per share of common stock.

In connection with the cash dividend that was declared by our Board on April 23, 2026, we will, on May 13, 2026, 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 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;

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

However, we may not redeem less than all of the outstanding 2026 Notes unless at least $ 150.0 million aggregate principal amount of 2026 Notes are outstanding and not called for redemption as of the time we send the related redemption notice.

In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that 2026 Note, in which case the conversion rate applicable to the conversion of that 2026 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 2026 Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require us to repurchase their 2026 Notes at a cash repurchase price equal to the principal amount of the 2026 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 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);

(ii) our failure to send certain notices under the 2026 Indenture within specified periods of time;

(iii) our failure to comply with certain covenants in the 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 2026 Indenture or the 2026 Notes if such default is not cured or waived within 60 days after notice is given in accordance with the 2026 Indenture;

(v) certain defaults by us or any of our significant subsidiaries with respect to indebtedness for borrowed money of at least $ 20,000,000 ;

(vi) the rendering of certain judgments against us or any of our significant subsidiaries for the payment of at least $ 25,000,000 , 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 any of our significant subsidiaries.

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 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 March 31, 2026, the 2026 Notes had a gross principal balance of $ 69.0 million and a balance of $ 68.9 million, net of unamortized issuance costs of $ 0.1 million.

The net carrying value of the 2026 Notes is included in current portion of long-term debt within total current liabilities on the condensed consolidated balance sheet.

Total amortization expense was $ 0.1 million and $ 0.4 million during the first quarter of fiscal 2026 and fiscal 2025, respectively and was included in interest expense, net in the condensed consolidated statements of income.

The effective interest rate for the 2026 Notes was 0.96 % as of March 31, 2026.

The 2026 Notes were issued pursuant to, and were 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 accrued 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.

Prior to maturity, the net carrying value of the 2026 Notes was included in current portion of long-term debt within total current liabilities on the condensed consolidated balance sheet.

Total amortization expense was $ 0.1 million and $ 0.2 million during the thirteen and twenty-six weeks ended June 30, 2026, respectively.

Total amortization expense was $ 0.1 million and $ 0.5 million during the thirteen and twenty-six weeks ended July 1, 2025, respectively.

Prior to maturity, the effective interest rate for the 2026 Notes was 0.96 %.

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

March 31, 2026

April 1, 2025

June 30, 2026

Supplemental information related to leases (in thousands):

March 31, 2026

April 1, 2025

June 30, 2026

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

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Commitments and Contingencies

On December 11, 2023, a former restaurant hourly employee filed a class action lawsuit in the California Superior Court, County of San Diego, alleging that the Company violated the California Labor Code by failing to properly pay hourly wages and overtime, provide meal and rest periods, and furnish compliant wage statements, among other claims.

The plaintiff also asserts claims under the California Private Attorneys General Act.

The Cheesecake Factory Restaurants, Inc., et al., Case No.

37-2023-00053498-CU-OE-CTL.

The parties are scheduled to participate in voluntary mediation in September 2026, and if mediation is unsuccessful, we intend to vigorously defend against this action.

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

On February 16, 2024, a former restaurant hourly employee filed a class action lawsuit in the California Superior Court, County of Los Angeles, alleging that the Company violated the California Labor Code by failing to properly pay hourly wages and overtime, furnish compliant wage statements, and provide meal and rest periods.

The plaintiff also asserts claims under the California Private Attorneys General Act.

North Restaurants, LLC, The Cheesecake Factory, Inc., et al., Case No.

The parties participated in voluntary mediation on March 27, 2026;

however, a resolution was not reached.

A similar lawsuit covering a different time period was also filed in Los Angeles County on September 4, 2025.

Mejia-Sian v.

North Restaurants, LLC, et al., Case No.

We intend to vigorously defend against these actions.

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

On June 7, 2024, the Internal Revenue Service 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 (“Appeals”).

Appeals conferences were held during fiscal 2025, and 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 came under the jurisdiction of the Appeals Division (“Appeals”).

Appeals conferences were held during fiscal 2025 and the matter was resolved for an immaterial amount in the second quarter of fiscal 2026.

On April 27, 2026, the California Privacy Protection Agency filed a Notice of Privacy Act Inquiry with the Company, requesting information about the Company’s online privacy practices with respect to its recruiting website, mobile application tracking and marketing practices (the “Notice”).

The Notice seeks information regarding the Company’s compliance with California Consumer Privacy Act and California Privacy Rights Act rights requests, consumer notices and opt-out practices.

The Company has responded to the Notice and we intend to vigorously defend against this inquiry.

Based upon 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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Common Stock – Dividends and Share Repurchases

On February 12, 2026 , our Board declared a quarterly cash dividend of $ 0.30 per share which was 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 .

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 Notes 5 and 12 for further discussion of our debt and dividends declared subsequent to March 31, 2026, respectively.)

On April 23, 2026 , our Board declared a quarterly cash dividend of $ 0.30 per share which was paid on May 26, 2026 , to the stockholders of record of each share of our common stock at the close of business on May 13, 2026 .

Agreement and applicable law, and such other factors that the Board considers relevant.

(See Notes 5 and 12 for further discussion of our debt and dividends declared subsequent to June 30, 2026, respectively.)

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

Under this authorization, we have cumulatively repurchased 60.2 million shares at a total cost of $ 2,002.8 million, excluding excise tax, through March 31, 2026, with 0.3 million shares repurchased at a cost of $ 19.2 million, excluding excise tax, during the thirteen weeks ended March 31, 2026.

Under this authorization, we have cumulatively repurchased 60.4 million shares at a total cost of $ 2,012.1 million, excluding excise tax, through June 30, 2026, with 0.2 million shares and 0.5 million shares repurchased at a cost of $ 9.3 million and $ 28.5 million, excluding excise tax, during the thirteen and twenty-six weeks ended June 30, 2026, respectively.

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

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We maintain stock-based incentive plans under which incentive stock options, non-qualified stock options, stock appreciation rights, restricted shares and restricted share units may be granted to staff members, consultants and non-employee directors.

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.

The following table presents information related to stock-based compensation, net of forfeitures (in thousands):

March 31, 2026

April 1, 2025

June 30, 2026

Labor expenses

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Stock Options

We did not issue any stock options during the first quarter of fiscal 2026 and fiscal 2025.

Stock option activity during the thirteen weeks ended March 31, 2026 was as follows:

We did not issue any stock options during the second quarter of fiscal 2026 and fiscal 2025.

Stock option activity during the twenty-six weeks ended June 30, 2026 was as follows:

Exercise Price

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Forfeited or cancelled

Outstanding at March 31, 2026

Exercisable at March 31, 2026

Outstanding at June 30, 2026

Exercisable at June 30, 2026

(1) Aggregate intrinsic value is calculated as the difference between our closing stock price at fiscal period end and the exercise price, multiplied by the number of in-the-money options and represents the pre-tax amount that would have been received by the option holders, had they all exercised their options on the fiscal period-end date.

The total intrinsic value of options exercised during both the thirteen weeks ended March 31, 2026 and April 1, 2025 was $ 0.1 million.

As March 31, 2026, total unrecognized stock-based compensation expense related to unvested stock options was $ 0.8 million, which we expect to recognize over a weighted-average period of approximately 2.6 years.

The total intrinsic value of options exercised during the thirteen and twenty-six weeks ended June 30, 2026 was $ 2.7 million and $ 2.8 million, respectively.

The total intrinsic value of options exercised during the thirteen and twenty-six weeks ended July 1, 2025 was $ 2.8 million and $ 4.3 million, respectively.

As June 30, 2026, total unrecognized stock-based compensation expense related to unvested stock options was $ 0.7 million, which we expect to recognize over a weighted-average period of approximately 2.4 years.

Restricted Shares and Restricted Share Units

Restricted share and restricted share unit activity during the thirteen weeks ended March 31, 2026 was as follows:

Restricted share and restricted share unit activity during the twenty-six weeks ended June 30, 2026 was as follows:

(In thousands)

Outstanding at December 30, 2025

Outstanding at March 31, 2026

Outstanding at June 30, 2026

Fair value of our restricted shares and restricted share units is based on our closing stock price on the date of grant.

The weighted average fair value for restricted shares and restricted share units issued during the first quarter of fiscal 2026 and 2025 was $ 60.35 and $ 51.89 , respectively.

The fair value of shares that vested during the thirteen weeks ended March 31, 2026, and April 1, 2025, was $ 20.6 million and $ 22.4 million, respectively.

As of March 31, 2026, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $ 84.5 million, which we expect to recognize over a weighted-average period of approximately 3.0 years.

The weighted average fair value for restricted shares and restricted share units issued during the second quarter of fiscal 2026 and 2025 was $ 64.26 and $ 52.35 , respectively.

The fair value of shares that vested during the thirteen and twenty-six weeks ended June 30, 2026 was $ 3.6 million and $ 24.2 million, respectively.

The fair value of shares that vested during the thirteen and twenty-six weeks ended July 1, 2025 was $ 2.0 million and $ 24.4 million, respectively.

As of June 30, 2026, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $ 77.2 million, which we expect to recognize over a weighted-average period of approximately 2.8 years.

Net Income Per Share

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.

As of both March 31, 2026 and April 1, 2025, an aggregate of 3.2 million and 3.3 million shares, of restricted stock and restricted stock units issued were unvested, respectively, and, therefore, excluded from the calculation of basic earnings per share for the fiscal periods ended on those dates.

As of June 30, 2026 and July 1, 2025, an aggregate of 3.1 million and 3.2 million shares, of restricted stock and restricted stock units issued were unvested, respectively, and, therefore, excluded from the calculation of basic earnings per share for the fiscal periods 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 the 2026 Notes and 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 application of the treasury stock method.

March 31, 2026

April 1, 2025

June 30, 2026

(In thousands, except per share data)

4 unchanged sentences

Diluted net income per share

(1) Shares of common stock equivalents related to outstanding stock options, restricted stock and restricted stock units of 0.6 million and 0.8 million for March 31, 2026, and April 1, 2025, respectively, were excluded from the diluted calculation due to their anti-dilutive effect.

(1) Shares of common stock equivalents related to outstanding stock options, restricted stock and restricted stock units of 0.5 million and 0.8 million for June 30, 2026, and July 1, 2025, respectively, were excluded from 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.

9 unchanged sentences

Segment information is presented below (in thousands):

For the thirteen weeks ended March 31, 2026

For the thirteen weeks ended June 30, 2026

Costs and expenses:

10 unchanged sentences

Capital expenditures

For the thirteen weeks ended April 1, 2025

For the thirteen weeks ended July 1, 2025

Costs and expenses:

10 unchanged sentences

Capital expenditures

For the twenty-six weeks ended June 30, 2026

Costs and expenses:

Food and beverage costs

Labor expenses

Other operating costs and expenses

General and administrative expenses

Depreciation and amortization expenses

Impairment of assets and lease termination expenses

Acquisition-related contingent consideration, compensation and amortization expenses

Preopening costs

Total costs and expenses

Income/(loss) from operations

Capital expenditures

For the twenty-six weeks ended July 1, 2025

Costs and expenses:

Food and beverage costs

Labor expenses

Other operating costs and expenses

General and administrative expenses

Depreciation and amortization expenses

Impairment of assets and lease termination expenses

Acquisition-related contingent consideration, compensation and amortization expenses

Preopening costs

Total costs and expenses

Income/(loss) from operations

Capital expenditures

The following table presents information related to segment assets (in thousands):

March 31, 2026

June 30, 2026

December 30, 2025

2 unchanged sentences

Subsequent Events

On April 23, 2026 , our Board declared a quarterly cash dividend of $ 0.30 per share to be paid on May 26, 2026 , to the stockholders of record of each share of our common stock at the close of business on May 13, 2026 .

On July 23, 2026 , our Board declared a quarterly cash dividend of $ 0.30 per share to be paid on August 25, 2026 , to the stockholders of record of each share of our common stock at the close of business on August 11, 2026 .

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-Q

Item 1. Financial Statements