CHEESECAKE FACTORY INC 10-Q

Item 1. Financial Statements. THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 1, ​ December 31, ​ 2025 2024 ​ ​ (Unaudited) ​ ​ ​ ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 135,411 ​ $ 84,176 Accounts and other receivables ​ ​ 82,887 ​ ​ 112,503 Income taxes receivable ​ 20,720 ​ 17,417 Inventories ​ 66,904 ​ 64,526 Prepaid expenses ​ 55,131 ​ 54,691 Total current assets ​ 361,053 ​ 333,313 Property and equipment, net ​ 848,726 ​ 840,773 Other assets: ​ ​ ​ ​ ​ ​ Intangible assets, net ​ 252,173 ​ 251,789 Operating lease assets ​ 1,439,258 ​ 1,400,351 Other ​ ​ 209,654 ​ ​ 215,534 Total other assets ​ ​ 1,901,085 ​ ​ 1,867,674 Total assets ​ $ 3,110,864 ​ $ 3,041,760 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 63,611 ​ $ 62,092 Gift card liabilities ​ 199,855 ​ 226,810 Operating lease liabilities ​ ​ 148,040 ​ ​ 157,138 Other accrued expenses ​ ​ 272,437 ​ ​ 265,380 Total current liabilities ​ ​ 683,943 ​ ​ 711,420 ​ ​ ​ ​ ​ ​ ​ Long-term debt ​ 627,306 ​ 452,062 Operating lease liabilities ​ 1,326,646 ​ 1,299,020 Other noncurrent liabilities ​ ​ 133,564 ​ ​ 135,803 Total liabilities ​ ​ 2,771,459 ​ ​ 2,598,305 Commitments and contingencies (Note 7) ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ ​ Preferred stock, $ .01 par value, 5,000,000 shares authorized; none issued ​ ​ — ​ ​ — Common stock, $ .01 par value, 250,000,000 shares authorized; 109,191,933 shares issued and 49,530,542 shares outstanding at April 1, 2025 and 108,387,574 shares issued and 51,332,298 shares outstanding at December 31, 2024 ​ ​ 1,092 ​ ​ 1,084 Additional paid-in capital ​ 974,537 ​ 956,107 Retained earnings ​ 1,337,688 ​ 1,317,828 Treasury stock inclusive of excise tax, 59,661,391 and 57,055,276 shares at cost at April 1, 2025 and December 31, 2024, respectively ​ ( 1,972,311 ) ​ ( 1,829,953 ) Accumulated other comprehensive loss ​ ( 1,601 ) ​ ( 1,611 ) Total stockholders’ equity ​ 339,405 ​ 443,455 Total liabilities and stockholders’ equity ​ $ 3,110,864 ​ $ 3,041,760 ​ See the accompanying notes to the condensed consolidated financial statements. ​ 1 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ Weeks Ended ​ Weeks Ended ​ ​ April 1, 2025 April 2, 2024 ​ ​ ​ ​ ​ ​ ​ Revenues ​ $ 927,197 ​ $ 891,223 ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ Food and beverage costs ​ 202,261 ​ 203,253 Labor expenses ​ 331,075 ​ 320,930 Other operating costs and expenses ​ 246,425 ​ 233,541 General and administrative expenses ​ 59,932 ​ 60,366 Depreciation and amortization expenses ​ 26,082 ​ 24,756 Impairment of assets and lease termination expenses ​ ​ 378 ​ ​ 2,083 Acquisition-related contingent consideration, compensation and amortization expenses ​ ​ 998 ​ ​ 1,121 Preopening costs ​ 8,087 ​ 5,880 Total costs and expenses ​ 875,238 ​ 851,930 Income from operations ​ 51,959 ​ 39,293 Interest expense, net ​ ( 2,328 ) ​ ( 2,778 ) Loss on extinguishment of debt ​ ​ ( 15,891 ) ​ ​ — Other income, net ​ ​ 743 ​ ​ 1,017 Income before income taxes ​ 34,483 ​ 37,532 Income tax provision ​ 1,542 ​ 4,341 Net income ​ $ 32,941 ​ $ 33,191 ​ ​ ​ ​ ​ ​ ​ Net income per share: ​ ​ ​ ​ ​ ​ Basic ​ $ 0.69 ​ $ 0.70 Diluted (Note 10) ​ $ 0.67 ​ $ 0.68 ​ ​ ​ ​ ​ ​ ​ Weighted-average shares outstanding: ​ ​ ​ ​ ​ ​ Basic ​ 47,526 ​ 47,749 Diluted ​ 49,284 ​ 48,662 ​ See the accompanying notes to the condensed consolidated financial statements. ​ 2 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ Weeks Ended Weeks Ended ​ ​ April 1, 2025 ​ April 2, 2024 ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 32,941 ​ $ 33,191 Other comprehensive gain/(loss): ​ ​ ​ ​ Foreign currency translation adjustment ​ 10 ​ ( 253 ) Other comprehensive gain/(loss): ​ 10 ​ ( 253 ) Total comprehensive income ​ $ 32,951 ​ $ 32,938 ​ See the accompanying notes to the condensed consolidated financial statements. ​ 3 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except per share data) (Unaudited) For the thirteen weeks ended April 1, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common Stock ​ Paid-in ​ Retained ​ Treasury ​ Comprehensive ​ ​ ​ ​ Shares Amount Capital Earnings Stock Loss/ (Income) Total Balance, December 31, 2024 ​ 108,388 ​ $ 1,084 ​ $ 956,107 ​ $ 1,317,828 ​ $ ( 1,829,953 ) ​ $ ( 1,611 ) ​ $ 443,455 Net income ​ — ​ ​ — ​ ​ — ​ ​ 32,941 ​ ​ — ​ ​ — ​ ​ 32,941 Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10 ​ ​ 10 Cash dividends declared common stock, net of forfeitures, $ 0.27 per share ​ — ​ ​ — ​ ​ — ​ ​ ( 13,081 ) ​ ​ — ​ ​ — ​ ​ ( 13,081 ) Stock-based compensation ​ 574 ​ ​ 6 ​ ​ 7,629 ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,635 Common stock issued under stock-based compensation plans ​ 230 ​ ​ 2 ​ ​ 10,801 ​ ​ — ​ ​ — ​ ​ — ​ ​ 10,803 Treasury stock purchases, inclusive of excise tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 142,358 ) ​ ​ — ​ ​ ( 142,358 ) Balance, April 1, 2025 ​ 109,192 ​ $ 1,092 ​ $ 974,537 ​ $ 1,337,688 ​ $ ( 1,972,311 ) ​ $ ( 1,601 ) ​ $ 339,405 ​ For the thirteen weeks ended April 2, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common Stock ​ Paid-in ​ Retained ​ Treasury ​ Comprehensive ​ ​ ​ ​ ​ Shares ​ Amount ​ Capital ​ Earnings ​ Stock ​ Loss/ (Income) ​ Total Balance, January 2, 2024 ​ 107,195 ​ $ 1,072 ​ $ 913,442 ​ $ 1,216,239 ​ $ ( 1,811,997 ) ​ $ ( 694 ) ​ $ 318,062 Net income ​ — ​ ​ — ​ ​ — ​ ​ 33,191 ​ ​ — ​ ​ — ​ ​ 33,191 Foreign currency translation adjustment ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 253 ) ​ ​ ( 253 ) Cash dividends declared common stock, net of forfeitures, $ 0.27 per share ​ — ​ ​ — ​ ​ — ​ ​ ( 13,764 ) ​ ​ — ​ ​ — ​ ​ ( 13,764 ) Stock-based compensation ​ 680 ​ ​ 7 ​ ​ 7,691 ​ ​ — ​ ​ — ​ ​ — ​ ​ 7,698 Treasury stock purchases, inclusive of excise tax ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 12,496 ) ​ ​ — ​ ​ ( 12,496 ) Balance, April 2, 2024 ​ 107,875 ​ $ 1,079 ​ $ 921,133 ​ $ 1,235,666 ​ $ ( 1,824,493 ) ​ $ ( 947 ) ​ $ 332,438 ​ See the accompanying notes to the condensed consolidated financial statements. ​ ​ 4 Table of Contents THE CHEESECAKE FACTORY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 1, 2025 April 2, 2024 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net income ​ $ 32,941 ​ $ 33,191 Adjustments to reconcile net income to cash provided by operating activities: ​ ​ ​ ​ ​ ​ Depreciation and amortization expenses ​ ​ 26,082 ​ ​ 24,756 Impairment of assets and lease termination expenses ​ 138 ​ 850 Loss on debt extinguishment ​ ​ 15,891 ​ ​ — Deferred income taxes ​ 4,290 ​ 3,006 Stock-based compensation ​ ​ 7,581 ​ ​ 7,649 Changes in assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts and other receivables ​ ​ 32,304 ​ ​ 31,124 Income taxes receivable/payable ​ ( 3,302 ) ​ 832 Inventories ​ ( 2,379 ) ​ ( 7,818 ) Prepaid expenses ​ ( 443 ) ​ 605 Operating lease assets/liabilities ​ ( 20,376 ) ​ ( 7,789 ) Other assets ​ ​ 1,714 ​ ​ ( 6,417 ) Accounts payable ​ 68 ​ 3,831 Gift card liabilities ​ ( 26,954 ) ​ ( 26,677 ) Other accrued expenses ​ ​ 11,364 ​ ​ 9,605 Cash provided by operating activities ​ 78,919 ​ 66,748 Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Additions to property and equipment ​ ( 42,816 ) ​ ( 37,110 ) Additions to intangible assets ​ ( 537 ) ​ ( 227 ) Other ​ ​ — ​ ​ ( 19 ) Cash used in investing activities ​ ( 43,353 ) ​ ( 37,356 ) Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Repayments on credit facility ​ ​ ( 110,000 ) ​ ​ — Proceeds from long-term convertible debt ​ ​ 575,000 ​ ​ — Repayment on long-term convertible debt, including premium on extinguishment ​ ​ ( 289,800 ) ​ ​ — Issuance costs associated with long-term debt ​ ​ ( 16,496 ) ​ ​ — Proceeds from exercise of stock options ​ ​ 10,803 ​ ​ — Common stock dividends paid ​ ( 12,485 ) ​ ( 12,823 ) Treasury stock purchases, inclusive of excise tax ​ ( 141,359 ) ​ ( 12,496 ) Cash provided by/ (used in) financing activities ​ 15,663 ​ ( 25,319 ) Foreign currency translation adjustment ​ 6 ​ ( 143 ) Net change in cash and cash equivalents ​ ​ 51,235 ​ ​ 3,930 Cash and cash equivalents at beginning of period ​ 84,176 ​ 56,290 Cash and cash equivalents at end of period ​ $ 135,411 ​ $ 60,220 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosures: ​ ​ ​ ​ ​ ​ Interest paid ​ $ 1,468 ​ $ 4,155 Income taxes paid ​ $ 788 ​ $ 677 Construction payable ​ $ 18,206 ​ $ 11,224 ​ See the accompanying notes to the condensed consolidated financial statements. ​ ​ 5 Table of Contents THE CHEESECAKE FACTORY INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of The Cheesecake Factory Incorporated and its wholly owned subsidiaries (referred to herein collectively as the “Company,” “we,” “us” and “our”) and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions for the periods presented have been eliminated in consolidation. The unaudited financial statements presented herein include all material adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for the fair statement of the financial condition, results of operations and cash flows for the period. However, these results are not necessarily indicative of results that may be achieved for any other interim period or for the full fiscal year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the Securities and Exchange Commission (“SEC”). The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“Annual Report”) filed with the SEC on February 24, 2025. We utilize a 52/53-week fiscal year ending on the Tuesday closest to December 31 for financial reporting purposes. Fiscal year 2025 consists of 52 weeks and will end on December 30, 2025. Fiscal year 2024, ended on December 31, 2024 and was also a 52 -week year. In the first quarter of fiscal year 2025, we separately disclosed interest expense, net and other income, net on the condensed consolidated statement of income. Corresponding prior year balances were reclassified to conform to the current year presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions for the reporting periods covered by the financial statements. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. Actual results could differ from these estimates. Geopolitical and Other Macroeconomic Impacts to our Operating Environment In recent years, our operating results were impacted by geopolitical and macroeconomic events, causing supply chain challenges and significantly increased commodity and wage inflation. 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. Adverse weather conditions and natural disasters may further exacerbate a number of these factors. For more information regarding the risks to our business relating to the geopolitical and macroeconomic events, see Part II, Item 1A of this report “Risk Factors,” and “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which updates income tax disclosures related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. The update also provides further disclosure comparability. The amendment is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied prospectively, however, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on our disclosures. 6 Table of Contents 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. The amendment is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The amendment should be applied prospectively, however, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on our disclosures. In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Topic 470): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The ASU also clarifies that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The amendment is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The amendment should be applied prospectively, however, retrospective application is permitted. Management is currently evaluating this ASU to determine its impact on our consolidated financial statements. ​ 2. Fair Value Measurements Fair value measurements are estimated based on valuation techniques and inputs categorized as follows: ● Level 1: Quoted prices in active markets for identical assets or liabilities ● Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities ● Level 3: Unobservable inputs in which little or no market activity exists, therefore requiring us to develop our own assumptions 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 1, 2025 ​ Level 1 Level 2 Level 3 Assets/(Liabilities) ​ ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation assets ​ $ 106,321 ​ $ — ​ $ — Non-qualified deferred compensation liabilities ​ ​ ( 105,860 ) ​ ​ — ​ ​ — Acquisition-related contingent consideration and compensation liabilities ​ ​ — ​ ​ — ​ ​ ( 20,837 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ Level 1 Level 2 Level 3 Assets/(Liabilities) ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-qualified deferred compensation assets ​ $ 108,093 ​ $ — ​ $ — Non-qualified deferred compensation liabilities ​ ​ ( 108,166 ) ​ ​ — ​ ​ — Acquisition-related contingent consideration and compensation liabilities ​ ​ — ​ ​ — ​ ​ ( 20,155 ) ​ 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 1, 2025 April 2, 2024 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 20,155 ​ $ 25,495 Payment ​ ​ — ​ ​ — Change in fair value ​ 682 ​ 805 Ending balance ​ $ 20,837 ​ $ 26,300 ​ 7 Table of Contents The fair value of the acquisition-related contingent consideration and compensation liabilities 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 liabilities on April 1, 2025 was $ 0.0 million to $ 142.4 million. Results could change materially if different estimates and assumptions were used. During the first three months of fiscal 2025 and 2024, we did not make any payments, pursuant to the Fox Restaurant Concept 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 April 1, 2025, 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 April 1, 2025 was approximately $ 67.6 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 decline in our stock price from the date of the issuance of the 2026 Notes. As of April 1, 2025, 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 April 1, 2025 was approximately $ 550.9 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 decline 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. ​ 3. Inventories Inventories consisted of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ April 1, 2025 December 31, 2024 Restaurant food and supplies ​ $ 33,501 ​ $ 35,141 Bakery finished goods and work in progress ​ 23,413 ​ 20,210 Bakery raw materials and supplies ​ 9,990 ​ 9,175 Total ​ $ 66,904 ​ $ 64,526 ​ ​ 4. Gift Cards The following tables present information related to gift cards (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ ​ April 1, 2025 April 2, 2024 Gift card liabilities: ​ ​ ​ ​ ​ ​ Beginning balance $ 226,810 $ 222,915 Activations ​ ​ 20,673 ​ ​ 20,567 Redemptions and breakage ​ ​ ( 47,628 ) ​ ​ ( 47,246 ) Ending balance $ 199,855 $ 196,236 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 1, 2025 April 2, 2024 Gift card contract assets: ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 18,447 $ 19,111 Deferrals ​ ​ 2,368 ​ ​ 2,424 Amortization ​ ​ ( 3,735 ) ​ ​ ( 3,936 ) Ending balance ​ $ 17,080 $ 17,599 ​ ​ 8 Table of Contents 5. Long-Term Debt Revolving Credit Facility On October 6, 2022, we entered into a Fourth Amended and Restated Loan Agreement (the “Loan Agreement” and the revolving credit facility provided thereunder, the “Revolver Facility”). The Revolver Facility, which terminates on October 6, 2027, provides us with revolving loan commitments that total $ 400 million, of which $ 50 million may be used for issuances of letters of credit. The Revolver Facility contains a commitment increase feature that, subject to certain conditions precedent, could provide for an additional $ 200 million in revolving loan commitments. Our obligations under the Revolver Facility are unsecured. Certain of our material subsidiaries have guaranteed our obligations under 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 April 1, 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 “ 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 of April 1, 2025, 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 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 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 %. The Company 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. 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. We paid certain customary loan origination fees in conjunction with the Loan Agreement. We are also subject to customary events of default that, if triggered, could result in acceleration of the maturity of the Revolver Facility. Subject to certain exceptions, the Revolver Facility also limits distributions with respect to our equity interests, such as cash dividends and share repurchases, based on a defined ratio, and sets forth negative covenants that restrict indebtedness, liens, investments, sales of assets, fundamental changes and other matters. 2030 Convertible Senior 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”). 9 Table of Contents 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 April 1, 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. 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. 10 Table of Contents 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 April 1, 2025, the 2030 Notes had a gross principal balance of $ 575.0 million and a balance of $ 558.8 million, net of unamortized issuance costs of $ 16.2 million. Total amortization expense was $ 0.3 million during the thirteen weeks ended April 1, 2025. The effective interest rate for the 2030 Notes was 2.57 % as of April 1, 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; (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 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 Notes being converted. The initial conversion rate is 12.7551 shares of common stock per $ 1,000 principal amount of 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 April 1, 2025, the conversion rate for the 2026 Notes was 13.9491 shares of common stock per $ 1,000 principal amount of the 2026 Notes, which represents a conversion price of approximately $ 71.69 per share of common stock. In connection with the cash dividend that was declared by our Board of Directors ("Board") on April 24, 2025, on May 14, 2025 we will adjust the conversion rate (which is expected to increase) and the conversion price (which is expected to decrease) of the 2026 Notes in accordance with the terms. 11 Table of Contents 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 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 Notes unless at least $ 150.0 million aggregate principal amount of 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 Notes for up to 180 days at a specified rate per annum not exceeding 0.50 % on the principal amount of the Notes. As of April 1, 2025, the 2026 Notes had a gross principal balance of $ 69.0 million and a balance of $ 68.5 million, net of unamortized issuance costs of $ 0.5 million. Total amortization expense was $ 0.4 million and $ 0.5 million during the first quarter of fiscal 2025 and fiscal 2024, respectively. The effective interest rate for the 2026 Notes was 0.96 % as of April 1, 2025. ​ 12 Table of Contents 6. Leases Components of lease expense were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 1, 2025 April 2, 2024 Operating ​ $ 41,112 ​ $ 37,391 Variable ​ ​ 22,832 ​ ​ 22,463 Short-term ​ ​ 38 ​ ​ 43 Total ​ $ 63,982 ​ $ 59,897 ​ Supplemental information related to leases (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 1, 2025 April 2, 2024 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ Operating cash flows for operating leases ​ $ 53,736 ​ $ 37,361 Right-of-use assets obtained in exchange for new operating lease liabilities ​ ​ 38,772 ​ ​ 14,574 ​ ​ 7. Commitments and Contingencies 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 (“Appeals”). We expect to hold an opening conference with Appeals later in fiscal 2025. Based on the current status of this matter, we have reserved an immaterial amount. In addition, within the ordinary course of our business, we are subject to private lawsuits, government audits and investigations, administrative proceedings and other claims. These matters often involve claims from customers, staff members and others related to operational and employment issues common to the food service industry. A number of these claims may exist at any given time, and some of the claims may be pled as class actions. From time to time, we are also involved in lawsuits with respect to infringements of, or challenges to, our registered trademarks and other intellectual property, both domestically and abroad. We could be affected by adverse publicity and litigation costs resulting from such allegations, regardless of whether they are valid or whether we are legally determined to be liable. At this time, we believe that the amount of reasonably possible losses resulting from final disposition of any pending lawsuits, audits, investigations, proceedings and claims will not have a material adverse effect individually or in the aggregate on our financial position, results of operations or liquidity. It is possible, however, that our future results of operations for a particular quarter or fiscal year could be impacted by changes in circumstances relating to lawsuits, audits, proceedings or claims. Legal costs related to such claims are expensed as incurred. ​ 8. Stockholders’ Equity Common Stock – Dividends and Share Repurchases On February 13, 2025 , our Board declared a quarterly cash dividend of $ 0.27 per share, which was paid on March 18,2025 , to the stockholders of record of each share of our common stock at the close of business on March 5, 2025 . 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 long-term debt and dividends declared subsequent to April 1, 2025, respectively.) ​ 13 Table of Contents Under authorization by our Board to repurchase up to 61.0 million shares of our common stock, we have cumulatively repurchased 59.7 million shares at a total cost of $ 1,971.0 million, excluding excise tax, through April 1, 2025, with 2.6 million shares repurchased at a cost of $ 141.4 million, excluding excise tax, during the thirteen weeks ended April 1, 2025, inclusive of the 2.4 million shares of our common stock repurchased concurrently with the 2030 Notes issuance in privately negotiated transactions. 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. Our share repurchase program does not have an expiration date, does not require us to purchase a specific number of shares and may be modified, suspended or terminated at any time. Share repurchases may be made from time to time in open market purchases, privately-negotiated transactions, accelerated share repurchase programs, issuer self-tender offers or otherwise. 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 agreement, our share price and current market conditions. The timing and number of shares repurchased are also subject to legal constraints and covenants under the Loan Agreement that limit share repurchases based on a defined ratio. (See Note 5 for further discussion of our long-term debt.) ​ 9. Stock-Based Compensation 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. The following table presents information related to stock-based compensation, net of forfeitures (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 1, 2025 April 2, 2024 ​ ​ ​ ​ ​ ​ ​ Labor expenses ​ $ 2,437 ​ $ 2,495 Other operating costs and expenses ​ ​ 99 ​ ​ 78 General and administrative expenses ​ ​ 5,045 ​ ​ 5,076 Total stock-based compensation ​ ​ 7,581 ​ ​ 7,649 Income tax benefit ​ ​ 1,870 ​ ​ 1,908 Total stock-based compensation, net of taxes ​ $ 5,711 ​ $ 5,741 ​ ​ ​ ​ ​ ​ ​ Capitalized stock-based compensation (1) ​ $ 54 ​ $ 49 (1) It is our policy to capitalize the portion of stock-based compensation costs for our internal development department that relates to capitalizable activities such as the design and construction of new restaurants, remodeling existing locations and equipment installation. Capitalized stock-based compensation is included in property and equipment, net on the consolidated balance sheets. 14 Table of Contents Stock Options We did not issue any stock options during the first quarter of fiscal 2025. The weighted-average fair value at the grant date for options issued during the first quarter of fiscal 2024 was $ 12.45 . The fair value of options issued was estimated utilizing the Black-Scholes valuation model with the following weighted-average assumptions for the first quarter of fiscal 2024: (a) an expected option term of 6.9 years, (b) expected stock price volatility of 41.9 %, (c) a risk-free interest rate of 4.3 %, and (d) a dividend yield on our stock of 3.1 %. Stock option activity during the thirteen weeks ended April 1, 2025 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ Weighted- ​ Remaining ​ ​ ​ ​ ​ ​ Average ​ Contractual ​ Aggregate ​ Shares Exercise Price Term Intrinsic Value (1) ​ ​ (In thousands) ​ (Per share) ​ (In years) ​ (In thousands) Outstanding at December 31, 2024 ​ 1,167 ​ $ 45.77 ​ 3.1 ​ $ 4,163.6 Granted — ​ ​ — ​ ​ ​ ​ ​ Exercised ( 230 ) ​ ​ 46.90 ​ ​ ​ ​ ​ Forfeited or cancelled ( 150 ) ​ ​ 61.59 ​ ​ ​ ​ ​ Outstanding at April 1, 2025 ​ 787 ​ $ 42.44 ​ 4.0 ​ $ 6,674 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercisable at April 1, 2025 698 ​ $ 43.21 ​ 3.4 ​ $ 5,387 (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 the first quarter of fiscal 2025 was $ 0.1 million. There were no options exercised in the first quarter of fiscal 2024. As April 1, 2025, total unrecognized stock-based compensation expense related to unvested stock options was $ 1.1 million, which we expect to recognize over a weighted-average period of approximately 3.6 years. Restricted Shares and Restricted Share Units Restricted share and restricted share unit activity during the thirteen weeks ended April 1, 2025 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ Shares Fair Value ​ ​ (In thousands) ​ (Per share) Outstanding at December 31, 2024 3,239 ​ $ 38.02 Granted 621 ​ ​ 51.89 Vested ( 556 ) ​ ​ 40.23 Forfeited ( 45 ) ​ ​ 38.52 Outstanding at April 1, 2025 3,259 ​ $ 40.28 ​ 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 2025 and 2024 was $ 51.89 and $ 34.77 , respectively. The fair value of shares that vested during the thirteen weeks ended April 1, 2025 and April 2, 2024 was $ 22.4 million and $ 17.8 million, respectively. As of April 1, 2025, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $ 78.9 million, which we expect to recognize over a weighted-average period of approximately 3.3 years. ​ 15 Table of Contents 10. 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 April 1, 2025 and April 2, 2024, an aggregate of 3.3 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 the application of the treasury stock method. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Thirteen ​ Thirteen ​ ​ Weeks Ended ​ Weeks Ended ​ April 1, 2025 April 2, 2024 ​ ​ (In thousands, except per share data) Net income ​ $ 32,941 ​ $ 33,191 ​ ​ ​ ​ ​ ​ ​ Basic weighted-average shares outstanding ​ ​ 47,526 ​ ​ 47,749 Dilutive effect of equity awards (1) ​ ​ 1,758 ​ ​ 913 Diluted weighted-average shares outstanding ​ ​ 49,284 ​ ​ 48,662 ​ ​ ​ ​ ​ ​ ​ Basic net income per share ​ $ 0.69 ​ $ 0.70 ​ ​ ​ ​ ​ ​ ​ Diluted net income per share ​ $ 0.67 ​ $ 0.68 (1) Shares of common stock equivalents related to outstanding stock options, restricted stock and restricted stock units of 0.8 million and 2.4 million for April 1, 2025 and April 2, 2024, 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. ​ 16 Table of Contents 11. Segment Information Our chief operating decision maker (“CODM”) is the Chief Executive Officer, President and Chief Financial Officer. 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 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 Restaurants, North Italia, Flower Child, the other FRC brands and our bakery division. Based on quantitative thresholds set forth in ASC 280, “Segment Reporting,” The Cheesecake Factory Restaurants, North Italia and the other FRC brands are the only businesses that meet the criteria of a reportable operating segment. The remaining operating segments (Flower Child and our bakery division) along with our businesses that do not qualify as operating segments are combined in Other. Unallocated corporate expenses, capital expenditures and assets are also combined in Other. Segment information is presented below (in thousands): For the thirteen weeks ended April 1, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The ​ ​ ​ ​ ​ ​ Cheesecake ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Factory ​ North ​ Other ​ ​ ​ ​ ​ ​ ​ Restaurants Italia FRC Other Total Revenues ​ $ 672,734 ​ $ 83,410 ​ $ 87,424 ​ $ 83,629 ​ $ 927,197 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Food and beverage costs ​ 147,655 ​ 18,415 ​ 19,149 ​ 17,042 ​ 202,261 Labor expenses ​ 233,391 ​ 31,917 ​ 31,562 ​ 34,205 ​ 331,075 Other operating costs and expenses ​ 174,604 ​ 22,620 ​ 25,565 ​ 23,636 ​ 246,425 General and administrative expenses ​ — ​ — ​ — ​ 59,932 ​ 59,932 Depreciation and amortization expenses ​ 16,226 ​ 2,798 ​ 3,035 ​ 4,023 ​ 26,082 Impairment of assets and lease termination expenses ​ 75 ​ — ​ 300 ​ 3 ​ 378 Acquisition-related contingent consideration, compensation and amortization expenses ​ — ​ — ​ 316 ​ 682 ​ 998 Preopening costs ​ 1,350 ​ 2,680 ​ 2,793 ​ 1,264 ​ 8,087 Total costs and expenses ​ 573,301 ​ 78,430 ​ 82,720 ​ 140,787 ​ 875,238 Income/(loss) from operations ​ $ 99,433 ​ $ 4,980 ​ $ 4,704 ​ $ ( 57,158 ) ​ $ 51,959 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ 26,151 ​ $ 6,130 ​ $ 2,680 ​ $ 7,855 ​ $ 42,816 ​ 17 Table of Contents For the thirteen weeks ended April 2, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The ​ ​ ​ ​ ​ ​ Cheesecake ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Factory ​ North ​ Other ​ ​ ​ ​ ​ ​ ​ Restaurants Italia FRC Other Total Revenues ​ $ 667,794 ​ $ 70,874 ​ $ 74,229 ​ $ 78,326 ​ $ 891,223 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Food and beverage costs ​ 153,570 ​ 17,037 ​ 16,586 ​ 16,060 ​ 203,253 Labor expenses ​ 235,212 ​ 27,202 ​ 26,116 ​ 32,400 ​ 320,930 Other operating costs and expenses ​ 172,481 ​ 19,492 ​ 20,770 ​ 20,798 ​ 233,541 General and administrative expenses ​ — ​ — ​ — ​ 60,366 ​ 60,366 Depreciation and amortization expenses ​ 16,843 ​ 1,971 ​ 2,425 ​ 3,517 ​ 24,756 Impairment of assets and lease termination expenses ​ 1,859 ​ — ​ — ​ 224 ​ 2,083 Acquisition-related contingent consideration, compensation and amortization expenses ​ — ​ — ​ 316 ​ 805 ​ 1,121 Preopening costs ​ 1,758 ​ 2,002 ​ 1,724 ​ 396 ​ 5,880 Total costs and expenses ​ 581,723 ​ 67,704 ​ 67,937 ​ 134,566 ​ 851,930 Income/(loss) from operations ​ $ 86,071 ​ $ 3,170 ​ $ 6,292 ​ $ ( 56,240 ) ​ $ 39,293 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ $ 18,881 ​ $ 9,930 ​ $ 3,418 ​ $ 4,881 ​ $ 37,110 ​ The following table presents information related to segment assets (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ April 1, 2025 December 31, 2024 Total assets: ​ ​ ​ ​ ​ ​ The Cheesecake Factory restaurants ​ $ 1,529,238 ​ $ 1,545,227 North Italia ​ ​ 433,201 ​ ​ 419,812 Other FRC ​ 430,729 ​ 420,957 Other ​ 717,696 ​ 655,764 Total ​ $ 3,110,864 ​ $ 3,041,760 ​ ​ 12. Subsequent Events On April 24, 2025 , our Board declared a quarterly cash dividend of $ 0.27 per share to be paid on May 27, 2025 to the stockholders of record of each share of our common stock at the close of business on May 14, 2025 . ​ ​ 18 Table of Contents