CAKE 8-K filed 2026 · insiderdelta

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 26, 2026 (the “Effective Date”),
The Cheesecake Factory Incorporated (the “Company” or “we,” “us” and “our”) entered into
a Fifth Amended and Restated Loan Agreement, dated as of March 26, 2026 (the “Loan Agreement” and the credit facility provided
thereunder, the “New Facility”), with JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., Wells Fargo
Bank, National Association and BMO Bank N.A., as co-syndication agents, and the lenders party thereto from time to time. The Loan Agreement
amended and restated the Company’s existing Fourth Amended and Restated Loan Agreement, dated as of October 6, 2022.

The New Facility, which matures on March 26, 2031,
provides us with a $400 million revolving credit facility, with a sublimit of up to $85 million for the issuance of letters of credit
and $10 million for swingline loans. The New 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.

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 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 (defined below), 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.

Under the New Facility, we are subject to the following financial covenants,
which are tested 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 to 1.00 and (ii) a minimum ratio of EBITDAR to interest and rent expense of 1.90 to 1.00.

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. Non-compliance with one or more of the covenants and restrictions could result in acceleration
of the maturity of the New Facility and any loans drawn under the New Facility becoming immediately due and payable.

Our obligations under the New Facility are unsecured.
Certain of our material subsidiaries have guaranteed our obligations under the New Facility on an unsecured basis. The New Facility will
be used for our general corporate purposes, including to fund dividends, stock repurchases and permitted acquisitions.

The above description of the Loan Agreement is
a summary and is not complete. A copy of the Loan Agreement will be filed as an exhibit to our Quarterly Report on Form 10-Q for the period
ending March 31, 2026, and the above summary is qualified by reference to the terms set forth in such exhibit.
CAKE Cheesecake Factory Inc - 8-K

Item 1.01 - Entry into a Material Definitive Agreement

Item 2.03 - Creation of a Direct Financial Obligation
