CHEESECAKE FACTORY INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 30, 2025 (“Annual Report”) filed with the SEC on February 23, 2026.

We utilize a 52/53-week fiscal year ending on the Tuesday closest to December 31 for financial reporting purposes. Fiscal year 2026 consists of 52 weeks and will end on December 29, 2026. Fiscal year 2025 ended on December 30, 2025 and was also a 52-week year.

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 have been impacted by geopolitical and macroeconomic events, which caused supply chain challenges and significantly increased commodity and wage inflation. Commodity and wage inflation 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 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. 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 30, 2025.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

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. We adopted this ASU in the first quarter of fiscal 2026 using the prospective transition method, and adoption did not have a material impact on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. This ASU is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual reporting periods, with early adoption permitted. The amendments in the ASU should be applied prospectively. We adopted this ASU in the first quarter of fiscal 2026 using the practical expedient, and adoption did not have a material impact on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends certain aspects of the accounting and disclosure for internal-use software costs. The ASU removes all references to prescriptive and sequential software development stages. The ASU requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project and it is probable that the project will be completed and the software will be used for its intended purpose. The amendments in this ASU are effective for fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments can be applied prospectively, retrospectively, or via a modified prospective transition method. We adopted this ASU in the first quarter of fiscal 2026 using the prospective transition method and adoption did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires more detailed disclosures of certain categories of expenses such as inventory purchases, employee compensation and depreciation that are components of existing expense captions presented on the face of the income statement. The amendment is effective for fiscal years beginning after December 15, 2026. Early adoption is 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 December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Management is currently evaluating this ASU to determine its impact on our disclosures.

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.

2. Fair Value Measurements

Fair value measurements are estimated based on valuation techniques and inputs categorized as follows:

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):

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):

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 nine months of fiscal 2026, the fair value of the contingent consideration and compensation liability decreased by$24.6 million tozero due to a payment of$13.2 million per the Fox Restaurant Concepts LLC (“FRC”) acquisition agreement and a reduction of$13.2 million in the fair value due to a revised assessment that achievement would not be met based on recent performance, partially offset by$1.8 million of amortization. During the first nine months of fiscal 2025, the fair value of the contingent consideration and compensation liability decreased by$6.7 million to$13.4 million due to a payment of$8.7 million per the FRC acquisition agreement, partially offset by$2.0 million of amortization.

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 September 29, 2026, we had$575.0 million aggregate principal amount of convertible senior notes due 2030 (“2030 Notes”) outstanding. The 2030 Notes became convertible at the option of the noteholders on September 30, 2026, remain convertible through December 29, 2026, and are classified as a current liability in the condensed consolidated balance sheets as of September 29, 2026. See Note 5 for further discussion of the 2030 Notes, including noteholder conversion rights prior to maturity. The estimated fair value of the 2030 Notes based on a market approach as of September 29, 2026, was approximately$923.4 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.

3. Inventories

Inventories consisted of (in thousands):

4. Gift Cards

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

5. Debt

Revolving Credit Facility

On March 26, 2026, we entered into a Fifth Amended and Restated Loan Agreement (the “Loan Agreement” and the revolving credit facility provided thereunder, the “Revolver Facility”). The Revolver Facility, which matures on March 26, 2031, provides us with revolving loan commitments that total $400 million, of which $85 million may be used for issuances of letters of credit and $10 million for swingline loans. The Revolver Facility contains (i) a commitment increase feature that, subject to certain conditions precedent, could provide for an additional $200 million in revolving loan commitments and (ii) a feature that permits the letter of credit issuers thereunder to increase their letter of credit sublimits by $25 million in the aggregate.

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

As of December 30, 2025, we had net availability for borrowings of$366.5 million, based onno outstanding debt balance and$33.5 million in standby letters of credit under the Revolver Facility. As of September 29, 2026, we had net availability for borrowings of$336.0 million, based onno outstanding debt balance and$64.0 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 earnings before interest, tax, depreciation and amortization and rent (“EBITDAR”) (the “Net Adjusted Leverage Ratio”) of 4.25 to 1.00 and (ii) a minimum ratio of EBITDAR to interest and rent expense (“EBITDAR Ratio”) of 1.90 to 1.00. The Net Adjusted Leverage Ratio includes a rental expense multiplier ofsix. As of September 29, 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. 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 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 Loan Agreement contains a number of covenants and restrictions that, among other things, restrict the Company’s and its subsidiaries’ ability to incur additional debt, pay dividends and make distributions, make certain investments and acquisitions, create liens, enter into agreements with affiliates, sell material assets, and merge or consolidate.

2030 Convertible Senior Notes

On February 28, 2025, we issued $575.0 million of 2030 Notes. The net proceeds from the sale of the 2030 Notes were approximately $558.5 million after deducting issuance costs of $16.5 million.

The 2030 Notes are senior, unsecured obligations and are (i) equal in right of payment with our existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2030 Notes; (iii) effectively subordinated to our existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries. The 2030 Notes were issued pursuant to, and are governed by, an indenture (the “2030 Indenture”), dated as of February 28, 2025, between us and U.S. Bank Trust Company, National Association, as trustee (the “2030 Note Trustee”).

The 2030 Notes accrue interest at a rate of 2.00% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2025. The 2030 Notes will mature on March 15, 2030, unless earlier repurchased, redeemed or converted. Before November 15, 2029, noteholders will have the right to convert their 2030 Notes only upon the occurrence of certain events, including, but not limited to, the Company’s common stock trading above 130% of the conversion price for a specific period, the 2030 Notes per $1,000 in principal amount trading below 98% of the product of the trading price of the Company’s common stock and the conversion rate for a specific period, and certain fundamental changes to corporate structure. From and after November 15, 2029, noteholders may convert their 2030 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will have the right to elect to settle conversions either entirely in cash or in a combination of cash and shares of our common stock. The kind and amount of consideration due upon conversion will be determined based on the conversion value of the 2030 Notes, measured proportionately for each trading day in an “Observation Period” (as defined in the 2030 Indenture) consisting of 35 trading days, and settled following the completion of that Observation Period. The consideration due in respect of each trading day in the Observation Period will consist of cash, up to at least the proportional amount of the principal amount being converted, and any excess of the proportional conversion value for that trading day that will not be settled in cash will be settled in shares of our common stock. The initial conversion rate is 14.1377 shares of our common stock per $1,000 principal amount of 2030 Notes, which represents an initial conversion price of approximately $70.73 per share of our common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events but will not be adjusted for regular quarterly dividends that do not exceed the dividend threshold (initially equal to $0.27 per share of common stock as defined in the 2030 Indenture). In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the 2030 Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. As of September 29, 2026, the conversion rate for the 2030 Notes was 14.1552 shares of common stock per $1,000 principal amount of the 2030 Notes, which represents a conversion price of approximately $70.65 per share of common stock. In connection with the cash dividend that was declared by our Board of Directors (“Board”) on October 21, 2026, we will, on November 10, 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. As the last reported sale price per share of our common stock exceeded 130% of the conversion price for the 2030 Notes for at least 20 trading days during the 30 consecutive trading days ending on, and including, September 29, 2026, the 2030 Notes are convertible by holders at their option during the fiscal quarter ending December 29, 2026, and are classified as a current liability in the condensed consolidated balance sheets as of September 29, 2026.

The 2030 Notes are redeemable, in whole or in part (subject to certain limitations described below), at our option at any time, and from time to time, on or after March 20, 2028 and on or before the 35th scheduled trading day immediately before the maturity date, but only if (i) the notes are “Freely Tradable” (as defined in the 2030 Indenture), and all accrued and unpaid additional interest, if any, has been paid in full, as of the date we send the related redemption notice; and (ii) the last reported sale price per share of our common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send such redemption notice; and (2) the trading day immediately before the date we send such redemption notice. However, we may not redeem less than all of the outstanding 2030 Notes unless at least $150.0 million aggregate principal amount of 2030 Notes are outstanding and not called for redemption as of the time we send the related redemption notice. The redemption price will be a cash amount equal to the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any 2030 Note for redemption will constitute a Make-Whole Fundamental Change with respect to that 2030 Note, in which case the conversion rate applicable to the conversion of that 2030 Note will be increased in certain circumstances if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” (as defined in the 2030 Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require us to repurchase their 2030 Notes at a cash repurchase price equal to the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving us and certain de-listing events with respect to our common stock.

The 2030 Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the 2030 Indenture), which include the following: (i) certain payment defaults on the 2030 Notes (which, in the case of a default in the payment of interest on the 2030 Notes, will be subject to a 30-day cure period); (ii) our failure to send certain notices under the 2030 Indenture within specified periods of time; (iii) our failure to comply with certain covenants in the 2030 Indenture relating to our ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of our assets and our subsidiaries, taken as a whole, to another person; (iv) a default by us in our other obligations or agreements under the 2030 Indenture or the 2030 Notes if such default is not cured or waived within 60 days after notice is given in accordance with the 2030 Indenture; (v) certain defaults by us or any of our significant subsidiaries with respect to indebtedness for borrowed money of at least $20.0 million; (vi) the rendering of certain judgments against us or any of our significant subsidiaries for the payment of at least $50.0 million, where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving us or our significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us (and not solely with respect to our significant subsidiary) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2030 Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the 2030 Note Trustee, by notice to us, or noteholders of at least 25% of the aggregate principal amount of 2030 Notes then outstanding, by notice to us and the 2030 Note Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the 2030 Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, we may elect, at our option, that the sole remedy for an Event of Default relating to certain failures by us to comply with certain reporting covenants in the 2030 Indenture consists exclusively of the right of the noteholders to receive special interest on the 2030 Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the 2030 Notes.

As of September 29, 2026, the 2030 Notes had a gross principal balance of $575.0 million and a balance of $563.7 million, net of unamortized issuance costs of $11.3 million. The net carrying value of the 2030 Notes is included in current portion of long-term debt within total current liabilities on the condensed consolidated balance sheet. As of September 29, 2026, the if-converted value of the 2030 Notes exceeded the gross principal value by $298.7 million. Total amortization expense was $0.8 million and $2.5 million during the thirteen and thirty-nine weeks ended September 29, 2026, respectively, and was included in interest expense, net in the condensed consolidated statements of income. Total amortization expense was $0.8 million and $1.9 million during the thirteen and thirty-nine weeks ended September 30, 2025, respectively. The effective interest rate for the 2030 Notes was 2.57% as of September 29, 2026.

2026 Convertible Senior 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. 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 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; (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 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. There wasno amortization expense during the thirteen weeks ended September 29, 2026. Total amortization expense was $0.2 million during the thirty-nine weeks ended September 29, 2026. Total amortization expense was $0.1 million and $0.6 million during the thirteen and thirty-nine weeks ended September 30, 2025, respectively. Prior to maturity, the effective interest rate for the 2026 Notes was 0.96%.

6. Leases

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

Supplemental information related to leases (in thousands):

7. 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. Corona v. The Cheesecake Factory Restaurants, Inc., et al., Case No. 37-2023-00053498-CU-OE-CTL. A similar lawsuit covering a different time period and difference classes of employees was also filed in Ventura County on October 25,2023. Aguirre v. The Cheesecake Factory Restaurants, Inc., et al., Case No. 2023CUOE015868. The parties participated in voluntary mediation in September 2026, and mediation efforts remain ongoing; 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. Davis v. North Restaurants, LLC, The Cheesecake Factory, Inc., et al., Case No. 24STCV04020. 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. 25STCV32337. 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 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 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. These matters typically involve claims from customers, staff members and others related to operational and employment issues common to the foodservice 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 July 23, 2026, our Board declared a quarterly cash dividend of $0.30 per share which was 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. 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 September 29, 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 60.4 million shares at a total cost of $2,014.5 million, excluding excise tax, through September 29, 2026, with 29,777 shares and 0.5 million shares repurchased at a cost of $2.4 million and $30.9 million, excluding excise tax, during the thirteen and thirty-nine weeks ended September 29, 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 over the long-term, and to opportunistically 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 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.

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):

Stock Options

We did not grant any stock options during the third quarter of fiscal 2026 and fiscal 2025. Stock option activity during the thirty-nine weeks ended September 29, 2026 was as follows:

The total intrinsic value of options exercised during the thirteen and thirty-nine weeks ended September 29, 2026 was $6.1 million and $8.9 million, respectively. The total intrinsic value of options exercised during the thirteen and thirty-nine weeks ended September 30, 2025 was $0.8 million and $5.0 million, respectively. As of September 29, 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 2.1 years.

Restricted Shares and Restricted Share Units

Restricted share and restricted share unit activity during the thirty-nine weeks ended September 29, 2026 was as follows:

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 third quarter of fiscal 2026 and 2025 was $85.68 and $68.51, respectively. The fair value of shares that vested during the thirteen and thirty-nine weeks ended September 29, 2026 was $2.3 million and $26.5 million, respectively. The fair value of shares that vested during the thirteen and thirty-nine weeks ended September 30, 2025 was $2.1 million and $26.5 million, respectively. As of September 29, 2026, total unrecognized stock-based compensation expense related to unvested restricted shares and restricted share units was $70.3 million, which we expect to recognize over a weighted-average period of approximately 2.5 years.

**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 September 29, 2026 and September 30, 2025, an aggregate of 3.0 million and 3.1 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.

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. They 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 September 29, 2026

For the thirteen weeks ended September 30, 2025

For the thirty-nine weeks ended September 29, 2026

For the thirty-nine weeks ended September 30, 2025

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

12. Subsequent Events

On October 21, 2026, our Board declared a quarterly cash dividend of $0.30 per share to be paid on November 24, 2026, to the stockholders of record of each share of our common stock at the close of business on November 10, 2026.