UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~April 2524, 2025

THE CHEESECAKE FACTORY INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	0-20574	51-0340466
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

26901 Malibu Hills Road Calabasas Hills, California		91301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (818) 871-3000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, par value $.01 per share		CAKE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

The following information under Item 12.02 of Form 8-K, “Results of Operations and Financial Condition” and Item 7.01 of Form 8-K, “Regulation FD Disclosure” is intended to be furnished. ~~Entry~~This ~~Into~~information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or ~~Amendment~~incorporated by reference in any filing under the Securities Act of a1933, ~~Material~~as ~~Definitive~~amended, ~~Agreement~~or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

OnITEM ~~February 28, 2025, The Cheesecake Factory Incorporated (the “Company”) issued $575,000,000 principal amount of its~~ 2.~~00%~~02 ~~Convertible~~RESULTS ~~Senior~~OF ~~Notes~~OPERATIONS ~~due~~AND ~~2030~~FINANCIAL (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of February 28, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the representative of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $75,000,000 principal amount of Notes. The Notes issued on February 28, 2025 include $75,000,000 principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option.CONDITION

~~The~~In ~~Notes~~a ~~will~~press berelease ~~the~~dated ~~Company’s~~April ~~senior~~30, ~~unsecured obligations and will be (i) equal in right of payment with the Company’s existing and future senior~~2025, ~~unsecured~~a ~~indebtedness; (ii) senior in~~copy ~~right~~ of ~~payment~~which ~~to the Company’s existing and future indebtedness that~~ is ~~expressly~~furnished ~~subordinated~~as toExhibit ~~the~~99.1 ~~Notes; (iii) effectively subordinated~~ to ~~the~~this ~~Company’s existing and future secured indebtedness~~report, toThe ~~the~~Cheesecake ~~extent~~Factory ofIncorporated (the ~~value of the collateral securing that indebtedness; and (iv~~“Company”) ~~structurally~~reported ~~subordinated to all existing and future indebtedness and other liabilities, including trade payables,~~financial ~~and~~results ~~(to~~for the ~~extent~~first ~~the~~quarter ~~Company~~of isfiscal ~~not~~2025, awhich ~~holder~~ended ~~thereof)~~on ~~preferred~~April ~~equity~~1, ~~if any, of the Company’s subsidiaries~~2025.

~~The~~ITEM ~~Notes will accrue interest at a rate of 2~~7.~~00%~~01 ~~per~~REGULATION ~~annum,~~FD payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2025. The 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 Notes only upon the occurrence of certain events. From and after November 15, 2029, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will have the right to elect to settle conversions either entirely in cash or in a combination of cash and shares of its common stock. The kind and amount of consideration due upon conversion will be determined based on the conversion value of the Notes, measured proportionately for each trading day in an “Observation Period” (as defined in the 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 the Company’s common stock. The initial conversion rate is 14.1377 shares of the Company’s common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $70.73 per share of the Company’s 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 Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.DISCLOSURE

~~The~~On ~~Notes~~April ~~will be redeemable~~30, ~~in whole or in part (subject to certain limitations described below)~~2025, at the Company’s ~~option~~posted atan ~~any~~updated Investor ~~time,~~Presentation ~~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 Indenture), and all accrued and unpaid additional interest, if any, has been paid in full, as of the date the Company ~~sends the related redemption notice; and (ii) the last reported sale price per share of the Company~~’s ~~common~~Investor ~~stock~~Relations ~~exceeds~~website ~~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 the Company sends such redemption notice; and (2) the trading day immediately before the date the Company sends such redemption noticeinvestors.thecheesecakefactory.com. ~~However,~~A ~~the~~copy ~~Company may not redeem less than all~~ of the ~~outstanding Notes unless at least $150.0~~presentation ~~million~~is ~~aggregate~~furnished ~~principal amount of Notes are outstanding and not called for redemption~~ as ofExhibit ~~the time the Company sends the related redemption notice~~99.2 ~~The~~hereto ~~redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued~~ and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is ~~converted~~incorporated ~~after~~by itreference ~~is called for redemption~~herein.

IfITEM certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date8.01 ~~The~~OTHER ~~definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.~~EVENTS

~~The~~On ~~Notes~~April ~~will~~24, 2025, ~~have customary provisions relating to~~ the ~~occurrence~~ Board of ~~“Events~~Directors of ~~Default” (as defined in~~ the ~~Indenture),~~Company ~~which include~~ (the ~~following: (i~~“Board”) ~~certain~~declared ~~payment defaults on the Notes (which, in the case of~~ a ~~default~~quarterly incash ~~the~~dividend ~~payment~~ of ~~interest~~$0.27 onper ~~the Notes~~share, ~~will~~which will be ~~subject~~paid toon aMay ~~30-day~~27, ~~cure~~2025 ~~period); (ii) the Company’s failure~~ to ~~send certain notices under~~ the ~~Indenture~~stockholders ~~within~~of ~~specified~~record ~~periods~~ of ~~time;~~each ~~(iii)~~share ~~the~~of ~~Company’s failure to comply with certain covenants in~~ the ~~Indenture relating to the~~ Company’s ~~ability~~common tostock ~~consolidate~~at ~~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~~ the ~~assets~~close of ~~the~~business ~~Company~~on ~~and its subsidiaries,~~May ~~taken~~14, as2025. aFuture ~~whole,~~decisions to ~~another~~pay ~~person; (iv) a default by the Company in its other obligations~~ or ~~agreements~~to ~~under~~increase ~~the Indenture~~ or ~~the~~decrease ~~Notes if~~dividends ~~such~~are default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at ~~least $20.0 million; (vi)~~ the ~~rendering~~ ofdiscretion ~~certain judgments against the Company or any~~ of ~~its significant subsidiaries for~~ the ~~payment~~Board ofand atwill ~~least~~depend ~~$50.0~~upon ~~million, where~~operating ~~such~~performance ~~judgments are not discharged or stayed within 60 days after date on which the right to appeal has expired or on which all rights to appeal have been extinguished;~~ and ~~(vii)~~other ~~certain events of bankruptcy, insolvency and reorganization involving the Company significant subsidiaries~~factors.

IfITEM an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person9.01 IfFINANCIAL ~~any~~STATEMENTS ~~other~~AND Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.EXHIBITS

The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and the form of the certificate representing the Notes are filed as exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.

(d)	Exhibits

	99.1	Press release dated April 30, 2025 entitled “The Cheesecake Factory Reports Results for First Quarter of Fiscal 2025”
	99.2	The Cheesecake Factory Investor Presentation dated April 30, 2025
	104.1	Cover Page Interactive Data File (embedded within the inline XBRL document)

~~Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.~~SIGNATURES

~~The~~Pursuant ~~disclosure~~to ~~set~~the ~~forth~~requirements inof ~~Item~~the ~~1.01~~Securities Exchange ~~above~~Act isof ~~incorporated~~1934, bythe ~~reference into~~Registrant has duly caused this ~~Item~~report 2to be signed on its behalf by the undersigned hereunto duly authorized.~~03.~~

Item 3.02. Unregistered Sales of Equity Securities.

Date: April 30, 2025	THE CHEESECAKE FACTORY INCORPORATED

	By:	/s/ Matthew E. Clark
		Matthew E. Clark
		Executive Vice President and Chief Financial Officer

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company’s common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 10,567,868 shares of the Company’s common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 18.3789 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01. Other Events.

On February 25, 2025, the Company issued a press release relating to the pricing of the Notes pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s common stock, if any, issuable upon conversion of the Notes.

Item 9.01. Financial Statements and Exhibits.

Exhibits

Exhibit Number		Description
4.1		Indenture, dated as of February 28, 2025, between The Cheesecake Factory Incorporated and U.S. Bank Trust Company, National Association, as trustee.
4.2		Form of certificate representing the 2.00% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1).
99.1		Press release of The Cheesecake Factory Incorporated, dated February 25, 2025.
104		Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 28, 2025	THE CHEESECAKE FACTORY INCORPORATED
	By:	/s/ Matthew E. Clark
		Matthew E. Clark
		Executive Vice President and Chief Financial Officer

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