FWRG / First Watch Restaurant Group, Inc. - SEC Filings, Annual Report, Proxy Statement

First Watch Restaurant Group, Inc.
US ˙ NasdaqGS ˙ US33748L1017

Basic Stats
CIK 1789940
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to First Watch Restaurant Group, Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
August 11, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 6, 2025 Date of Report (date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 6, 2025 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or o

August 11, 2025 EX-1.1

FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: August 6, 2025 FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT August 6, 2025 Barclays Capital Inc. 745 7th Avenue New York, New York 10019 Goldman Sachs & Co. LLC 200 West Street

August 8, 2025 EX-1.1

FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: August 6, 2025 FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT August 6, 2025 Barclays Capital Inc. 745 7th Avenue New York, New York 10019 Goldman Sachs & Co. LLC 200 West Street

August 8, 2025 8-K

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 August 6, 2025 Date of Report (date of earliest event reported) First Watch Restaur

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 August 6, 2025 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-408

August 7, 2025 424B3

First Watch Restaurant Group, Inc. 5,000,000 Shares of Common Stock Offered by Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268197 Prospectus supplement (To prospectus dated November 7, 2022) First Watch Restaurant Group, Inc. 5,000,000 Shares of Common Stock Offered by Selling Stockholders The selling stockholders identified in this prospectus supplement are offering 5,000,000 shares of our common stock. We are not selling any shares under this prospectus supplemen

August 6, 2025 FWP

First Watch Restaurant Group, Inc. Announces Secondary Offering of Common Stock

Free Writing Prospectus dated August 6, 2025 Relating to Prospectus dated November 7, 2022 Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No.

August 5, 2025 EX-FILING FEES

Filing Fee Table

Calculation of Filing Fee Tables S-8 First Watch Restaurant Group, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity First Watch Restaurant Group, Inc. 2021 Equity Incentive Plan - Common Stock, $0.01 par value Othe

August 5, 2025 EX-99.2

SUPPLEMENTAL INFORMATION Q2 2025 August 5, 2025 Exhibit 99.2 FORWARD LOOKING STATEMENTS In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Refo

exh992q22025irsitedeckfi SUPPLEMENTAL INFORMATION Q2 2025 August 5, 2025 Exhibit 99.

August 5, 2025 8-K

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 August 5, 2025 Date of Report (date of earliest event reported) First Watch Restaur

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 August 5, 2025 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-408

August 5, 2025 EX-99.1

First Watch Restaurant Group, Inc. Reports Q2 2025 Financial Results and Reaches 600th System-Wide Restaurant Milestone Total revenues increased 19.1% Net income of $2.1 million and Adjusted EBITDA of $30.4 million 17 new system-wide restaurants open

Exhibit 99.1 First Watch Restaurant Group, Inc. Reports Q2 2025 Financial Results and Reaches 600th System-Wide Restaurant Milestone Total revenues increased 19.1% Net income of $2.1 million and Adjusted EBITDA of $30.4 million 17 new system-wide restaurants opened in 8 states Raising 2025 Adjusted EBITDA guidance BRADENTON, Fla. — August 5, 2025 — First Watch Restaurant Group, Inc. (NASDAQ: FWRG)

August 5, 2025 S-8

As filed with the Securities and Exchange Commission on August 5, 2025

As filed with the Securities and Exchange Commission on August 5, 2025 Registration No.

August 5, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40866 First Watch

May 21, 2025 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 May 21, 2025 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40866

May 6, 2025 8-K

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 May 6, 2025 Date of Report (date of earliest event reported) First Watch Restaurant

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 May 6, 2025 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40866

May 6, 2025 EX-99.1

First Watch Restaurant Group, Inc. Reports Q1 2025 Financial Results Total revenues increased 16.4% Net loss of $(0.8) million and Adjusted EBITDA of $22.8 million 13 new system-wide restaurants opened in 10 states

Exhibit 99.1 First Watch Restaurant Group, Inc. Reports Q1 2025 Financial Results Total revenues increased 16.4% Net loss of $(0.8) million and Adjusted EBITDA of $22.8 million 13 new system-wide restaurants opened in 10 states BRADENTON, Fla. — May 6, 2025 — First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the leading Daytime Dining concept serving breakfast, br

May 6, 2025 EX-99.2

SUPPLEMENTAL INFORMATION Q1 2025 May 6, 2025 Exhibit 99.2 FORWARD LOOKING STATEMENTS In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform

exh992q12025irsitedeckv6 SUPPLEMENTAL INFORMATION Q1 2025 May 6, 2025 Exhibit 99.2 FORWARD LOOKING STATEMENTS In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual re

May 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40866 First Watc

April 8, 2025 ARS

2 0 2 4 A N N U A L R E P O R T 10-K-2025.indd 11 3/28/2025 12:15:26 PM 10-K-2025.indd 12 3/28/2025 12:15:28 PM 2 0 2 4 A N N U A L R E P O R T FISCAL YEAR 2024 RESULTS N E W S W E E K ’ S # 1 M O S T L O V E D W O R K P L A C E ® 2 0 2 4 $1.2B SYSTE

2 0 2 4 A N N U A L R E P O R T 10-K-2025.indd 11 3/28/2025 12:15:26 PM 10-K-2025.indd 12 3/28/2025 12:15:28 PM 2 0 2 4 A N N U A L R E P O R T FISCAL YEAR 2024 RESULTS N E W S W E E K ’ S # 1 M O S T L O V E D W O R K P L A C E ® 2 0 2 4 $1.2B SYSTEM-WIDE SALES TOTAL REVENUES ADJUSTED EBITDA (1) 9.2% margin RLOP (2) 20.1% margin $1.0B $113.8M $201.8M 1. Adjusted EBITDA, a non-GAAP measure, repres

April 8, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 8, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 14, 2025 8-K

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 March 5, 2025 Date of Report (date of earliest event reported) First Watch Restaura

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 March 5, 2025 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4086

March 14, 2025 EX-10.1

First Watch Restaurant Group, Inc. Executive Severance Plan

Exhibit 10.1 First Watch Restaurant Group, Inc. Executive Severance Plan I.PURPOSE The purpose of this First Watch Restaurant Group, Inc. Executive Severance Plan (this “Plan”) is to retain certain officers and other key employees of the Company by providing appropriate severance benefits to such individuals and to ensure their continued dedication to their duties, including in the event of a Chan

March 11, 2025 EX-19.1

Insider Trading and Regulation FD Policy

Exhibit 19.1 First Watch Restaurant Group, Inc. Insider Trading and Regulation FD Policy I.INTRODUCTION A.Purpose The purpose of this Insider Trading and Regulation FD Policy (this “Policy”) is to help First Watch Restaurant Group, Inc. and its subsidiaries (the “Company”) comply with U.S. federal and state securities laws, as well as similar laws in other countries where the Company does business

March 11, 2025 EX-3.2

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of First Watch Restaurant Group, Inc.

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIRST WATCH RESTAURANT GROUP, INC. May 22, 2024 First Watch Restaurant Group, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows: FIRST: The name of the Corporation is First W

March 11, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-040866 First Watch Restaurant Group, Inc. (Exact name o

March 11, 2025 8-K

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 March 11, 2025 Date of Report (date of earliest event reported) First Watch Restaur

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 March 11, 2025 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-408

March 11, 2025 EX-99.2

SUPPLEMENTAL INFORMATION Q4 2024 March 11, 2025 Exhibit 99.2 FORWARD LOOKING STATEMENTS In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Refo

exh992q42024irsitedeckfi SUPPLEMENTAL INFORMATION Q4 2024 March 11, 2025 Exhibit 99.

March 11, 2025 EX-21.1

List of subsidiaries

Exhibit 21.1 Subsidiaries of First Watch Restaurant Group, Inc. As of December 29, 2024 Entity Name Jurisdiction of Formation AI Fresh Parent, Inc. Delaware E&I Holdings, Inc. Colorado First Watch E&I Restaurant Group, LLC Delaware First Watch Franchise Development Co. Delaware First Watch Restaurants Texas, Inc. Delaware First Watch Restaurants, Inc. (d/b/a First Watch) Florida First Watch Texas

March 11, 2025 EX-10.16

Executive Severance Plan

Exhibit 10.16 First Watch Restaurant Group, Inc. Executive Severance Plan I.PURPOSE The purpose of this First Watch Restaurant Group, Inc. Executive Severance Plan (this “Plan”) is to retain certain officers and other key employees of the Company by providing appropriate severance benefits to such individuals and to ensure their continued dedication to their duties, including in the event of a Cha

March 11, 2025 EX-99.1

First Watch Restaurant Group, Inc. Reports 2024 Financial Results and Provides Outlook for 2025

First Watch Restaurant Group, Inc. Reports 2024 Financial Results and Provides Outlook for 2025 •Total revenues of $1.0 billion, up 13.9% and System-wide sales of $1.2 billion, up 7.4% •Income from operations margin of 3.9% and Restaurant level operating profit margin of 20.1% •Net income of $18.9 million and Adjusted EBITDA of $113.8 million •50 system-wide restaurants opened across 19 states BRA

January 13, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 January 13, 2025 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4

January 13, 2025 EX-99.1

FIRST WATCH RESTAURANT GROUP, INC. REPORTS PRELIMINARY OPERATIONAL METRICS FOR THE FOURTH QUARTER AND FISCAL YEAR 2024

Exhibit 99.1 FIRST WATCH RESTAURANT GROUP, INC. REPORTS PRELIMINARY OPERATIONAL METRICS FOR THE FOURTH QUARTER AND FISCAL YEAR 2024 BRADENTON, Fla. — January 13, 2025 — First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the leading Daytime Dining concept serving breakfast, brunch and lunch, today reported certain preliminary operational metrics for the thirteen wee

November 13, 2024 8-K

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 November 12, 2024 Date of Report (date of earliest event reported) First Watch Rest

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 November 12, 2024 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-

November 13, 2024 EX-1.1

Underwriting Agreement, dated as of November 12, 2024, by and among First Watch Restaurant Group, Inc., certain selling shareholders and Goldman Sachs & Co. LLC

Exhibit 1.1 Execution Version FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 8,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: November 12, 2024 FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 8,000,000 Shares of Common Stock UNDERWRITING AGREEMENT November 12, 2024 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 Ladies and Gentlemen: Certain stockh

November 12, 2024 EX-99.1

FIRST WATCH TO ACQUIRE 16 FRANCHISE RESTAURANTS IN NORTH AND SOUTH CAROLINA Acquisition will mark second largest franchisee deal in First Watch’s history, Includes development rights for market

Exhibit 99.1 FIRST WATCH TO ACQUIRE 16 FRANCHISE RESTAURANTS IN NORTH AND SOUTH CAROLINA Acquisition will mark second largest franchisee deal in First Watch’s history, Includes development rights for market BRADENTON, Fla. – November 11, 2024 – First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (together with its subsidiaries “First Watch” or the “Company”), the leading Daytime Dining concept servi

November 12, 2024 FWP

First Watch Restaurant Group, Inc. Announces Secondary Offering of Common Stock

Free Writing Prospectus dated November 12, 2024 Relating to Prospectus dated November 7, 2022 Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No.

November 12, 2024 EX-2.1

Asset Purchase Agreement dated as of November 8, 2024, by and among Good Morning Carolinas, LLC, its owners, and First Watch Restaurants, Inc

Exhibit 2.1* * Note: Disclosure schedules omitted pursuant to Item 601(b)(2) of Regulation S-K because the information contained therein is both not material and is the type that the registrant treats as private or confidential. ASSET PURCHASE AGREEMENT BY AND AMONG GOOD MORNING CAROLINAS, LLC AND ITS OWNERS AND FIRST WATCH RESTAURANTS, INC. NOVEMBER 8, 2024 i 19489274v14 TABLE OF CONTENTS ARTICLE

November 12, 2024 424B3

First Watch Restaurant Group, Inc. 8,000,000 Shares of Common Stock Offered by Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268197 Prospectus supplement (To prospectus dated November 7, 2022) First Watch Restaurant Group, Inc. 8,000,000 Shares of Common Stock Offered by Selling Stockholders The selling stockholders identified in this prospectus supplement are offering 8,000,000 shares of our common stock. We are not selling any shares under this prospectus supplemen

November 12, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 November 8, 2024 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4

November 7, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 7, 2024 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40866 First

November 7, 2024 EX-99.1

First Watch Restaurant Group, Inc. Reports Q3 2024 Financial Results Total revenues increased 14.8% Net income of $2.1 million and Adjusted EBITDA growth of 18% to $25.6 million 9 new system-wide restaurants opened in 8 states

Exhibit 99.1 First Watch Restaurant Group, Inc. Reports Q3 2024 Financial Results Total revenues increased 14.8% Net income of $2.1 million and Adjusted EBITDA growth of 18% to $25.6 million 9 new system-wide restaurants opened in 8 states BRADENTON, Fla. — November 7, 2024 — First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the leading Daytime Dining concept serv

November 7, 2024 EX-99.2

SUPPLEMENTAL INFORMATION Q3 2024 November 7, 2024 Exhibit 99.2 FORWARD LOOKING STATEMENTS In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Re

SUPPLEMENTAL INFORMATION Q3 2024 November 7, 2024 Exhibit 99.2 FORWARD LOOKING STATEMENTS In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be material

October 15, 2024 EX-99.1

First Watch Restaurant Group, Inc. Provides Status of Company Restaurants Affected by Hurricane Milton

Exhibit 99.1 First Watch Restaurant Group, Inc. Provides Status of Company Restaurants Affected by Hurricane Milton BRADENTON, Fla., October 14, 2024 (GLOBE NEWSWIRE) - First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”) provides the following information regarding Hurricane Milton. From October 8, 2024 through October 13, 2024, 85 Company-owned restaurants in Hurric

October 15, 2024 8-K

Financial Statements and Exhibits, Other Events

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 October 14, 2024 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4

August 22, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 August 20, 2024 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40

August 22, 2024 EX-99.1

First Watch Restaurant Group, Inc. Announces Appointment of Charles Jemley and Michael Fleisher to Board of Directors Leading Daytime Dining concept strengthens Board with appointment of new independent directors

Exhibit 99.1 First Watch Restaurant Group, Inc. Announces Appointment of Charles Jemley and Michael Fleisher to Board of Directors Leading Daytime Dining concept strengthens Board with appointment of new independent directors BRADENTON, Fla. — August 22, 2024 — First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the leading Daytime Dining concept serving breakfast,

August 22, 2024 EX-99.2

INVESTOR PRESENTATION NASDAQ: FWRG August 22, 2024 A BREAKOUT GROWTH STORY MORE THAN 40 YEARS IN THE MAKING Exhibit 99.2 2 FORWARD LOOKING STATEMENTS In addition to historical information, this presentation may contain a number of “forward-looking st

INVESTOR PRESENTATION NASDAQ: FWRG August 22, 2024 A BREAKOUT GROWTH STORY MORE THAN 40 YEARS IN THE MAKING Exhibit 99.

August 6, 2024 EX-99.1

First Watch Restaurant Group, Inc. Reports Q2 2024 Financial Results Total revenues increased 19.5% Income from operations margin improved 110 basis points and Restaurant level operating profit margin improved 100 basis points Net income increased 12

First Watch Restaurant Group, Inc. Reports Q2 2024 Financial Results Total revenues increased 19.5% Income from operations margin improved 110 basis points and Restaurant level operating profit margin improved 100 basis points Net income increased 12% to $8.9 million and Adjusted EBITDA increased 37% to $35.3 million 7 new system-wide restaurants opened across 6 states BRADENTON, Fla. — August 6,

August 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40866 First Watch

August 6, 2024 EX-99.2

SUPPLEMENTAL INFORMATION Q2 2024 August 6, 2024 FORWARD LOOKING STATEMENTS In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 199

q22024supplementalirsite SUPPLEMENTAL INFORMATION Q2 2024 August 6, 2024 FORWARD LOOKING STATEMENTS In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein.

August 6, 2024 8-K

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 August 6, 2024 Date of Report (date of earliest event reported) First Watch Restaur

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 August 6, 2024 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-408

May 28, 2024 8-K

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 May 22, 2024 Date of Report (date of earliest event reported) First Watch Restauran

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 May 22, 2024 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40866

May 7, 2024 EX-99.1

First Watch Restaurant Group, Inc. Reports Strong Q1 2024 Financial Results Total revenues increased 14.7%; same-restaurant sales growth of 0.5%* Income from operations margin of 5.1% and restaurant level operating profit margin of 20.8% Net income o

Exhibit 99.1 First Watch Restaurant Group, Inc. Reports Strong Q1 2024 Financial Results Total revenues increased 14.7%; same-restaurant sales growth of 0.5%* Income from operations margin of 5.1% and restaurant level operating profit margin of 20.8% Net income of $7.2 million and Adjusted EBITDA of $28.6 million 9 system-wide restaurants opened across 8 states BRADENTON, FL — May 7, 2024 — First

May 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40866 First Watc

May 7, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 May 7, 2024 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40866

May 7, 2024 EX-99.2

SUPPLEMENTAL INFORMATION Q1 2024 May 7, 2024 Exhibit 99.2 FORWARD LOOKING STATEMENTS In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform

SUPPLEMENTAL INFORMATION Q1 2024 May 7, 2024 Exhibit 99.2 FORWARD LOOKING STATEMENTS In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially di

April 15, 2024 8-K

Financial Statements and Exhibits, Other Events

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 April 15, 2024 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-408

April 15, 2024 EX-99.1

FIRST WATCH ACQUIRES 21 FRANCHISE RESTAURANTS IN NORTH CAROLINA Purchase of Largest Franchisee Underscores Long-term Growth Strategy

Exhibit 99.1 FIRST WATCH ACQUIRES 21 FRANCHISE RESTAURANTS IN NORTH CAROLINA Purchase of Largest Franchisee Underscores Long-term Growth Strategy BRADENTON, Fla. – April 15, 2024 – First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (together with its subsidiaries “First Watch” or the “Company”), the leading Daytime Dining concept serving breakfast, brunch and lunch, today announced the completion o

April 8, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 8, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 8, 2024 ARS

2 0 2 3 A N N U A L R E P O R T 2 0 2 3 A N N U A L R E P O R T FISCAL YEAR 2023 RESULTS 2 0 2 3 N E W S W E E K M O S T L O V E D W O R K P L A C E ® AWA R D W I N N E R $1.1B SYSTEM-WIDE SALES TOTAL REVENUES ADJUSTED EBITDA (1) 11.2% margin RLOP (2

2 0 2 3 A N N U A L R E P O R T 2 0 2 3 A N N U A L R E P O R T FISCAL YEAR 2023 RESULTS 2 0 2 3 N E W S W E E K M O S T L O V E D W O R K P L A C E ® AWA R D W I N N E R $1.

March 28, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

March 12, 2024 EX-1.1

Underwriting Agreement, dated as of March 7, 2024, by and among First Watch Restaurant Group, Inc., certain selling shareholders and Barclays Capital Inc.

Exhibit 1.1 Execution Version FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: March 7, 2024 FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock UNDERWRITING AGREEMENT March 7, 2024 Barclays Capital Inc. 745 7th Avenue New York, NY 10019 Ladies and Gentlemen: Certain stockholders name

March 12, 2024 8-K

Financial Statements and Exhibits, Other Events

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 March 7, 2024 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4086

March 11, 2024 424B3

First Watch Restaurant Group, Inc. 6,000,000 Shares of Common Stock Offered by Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268197 Prospectus supplement (To prospectus dated November 7, 2022) First Watch Restaurant Group, Inc. 6,000,000 Shares of Common Stock Offered by Selling Stockholders The selling stockholders identified in this prospectus supplement are offering 6,000,000 shares of our common stock. We are not selling any shares under this prospectus supplemen

March 7, 2024 FWP

First Watch Restaurant Group, Inc. Announces Secondary Offering of Common Stock

Free Writing Prospectus dated March 7, 2024 Relating to Prospectus dated November 7, 2022 Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No.

March 5, 2024 EX-97.1

Incentive-Based Compensation Recovery Policy

Exhibit 97.1 FWRG RESTAURANT GROUP, INC. Incentive-Based Compensation Recovery Policy Section 1. Introduction. The board of directors (the “Board”) of First Watch Restaurant Group, Inc, (the “Company”) has adopted this policy (the “Policy”) to provide for the recovery by the Company, in the event of a Recovery Trigger (as defined below), of certain incentive-based compensation received by certain

March 5, 2024 EX-10.12

Form of 2024 Restricted Stock Unit Award Agreement

Exhibit 10.12 FIRST WATCH RESTAURANT GROUP, INC. 2021 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between First Watch Restaurant Group, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•] (the “Date of Grant”). RECITALS WHEREAS, the Company has adopted the First W

March 5, 2024 EX-99.2

SUPPLEMENTAL INFORMATION Q4 2023 March 5, 2024 Exhibit 99.2 FORWARD LOOKING STATEMENTS In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Refor

SUPPLEMENTAL INFORMATION Q4 2023 March 5, 2024 Exhibit 99.2 FORWARD LOOKING STATEMENTS In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially

March 5, 2024 EX-10.13

Form of 2024 Restricted Stock Unit Award Agreement (Special Recognition Grant)

Exhibit 10.13 FIRST WATCH RESTAURANT GROUP, INC. 2021 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between First Watch Restaurant Group, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•] (the “Date of Grant”). RECITALS WHEREAS, the Company has adopted the First W

March 5, 2024 EX-99.1

First Watch Restaurant Group, Inc. Reports Strong 2023 Financial Results and Provides 2024 Outlook

First Watch Restaurant Group, Inc. Reports Strong 2023 Financial Results and Provides 2024 Outlook •Total revenues of $891.6 million, up 22.1% and System-wide sales of $1.1 billion, up 20.6% •Same-restaurant sales growth of 7.6%* with positive same-restaurant traffic growth •Income from operations margin of 4.7% and Restaurant level operating profit margin of 20.0% •Net income of $25.4 million and

March 5, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 March 5, 2024 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4086

March 5, 2024 EX-21.1

List of subsidiaries

Exhibit 21.1 Subsidiaries of First Watch Restaurant Group, Inc. As of December 31, 2023 Entity Name Jurisdiction of Formation AI Fresh Parent, Inc. Delaware E&I Holdings, Inc. Colorado First Watch E&I Restaurant Group, LLC Delaware First Watch Franchise Development Co. Delaware First Watch Restaurants Texas, Inc. Delaware First Watch Restaurants, Inc. (d/b/a First Watch) Florida First Watch Texas

March 5, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-040866 First Watch Restaurant Group, Inc. (Exact name o

February 14, 2024 SC 13G/A

FWRG / First Watch Restaurant Group, Inc. / ADVENT INTERNATIONAL CORP/MA - SC 13G/A Passive Investment

SC 13G/A 1 ef20021611sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* First Watch Restaurant Group, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 33748L101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this St

February 14, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ef20021611ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the Common Stock and the information required by this Schedule 13G, to

January 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 January 8, 2024 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40

January 8, 2024 EX-10.1

Amendment No. 2 to Credit Agreement dated as of January 5, 2024, by and among FWR Holding Corporation as Borrower, the lenders party thereto, the other parties thereto and Bank of America N.A., as administrative agent

Exhibit 10.1 AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of January 5, 2024 (this “Amendment”), by and among FWR Holding Corporation, a Delaware corporation (the “Borrower”), AI Fresh Parent, Inc., a Delaware corporation (“Holdings”), the other Guarantors (as defined in the Credit Agreement referred to below) party hereto, the 2024 Lenders (as defined bel

January 8, 2024 EX-2.1

Asset Purchase Agreement dated as of January 5, 2024, by and among VIM Holdings, LLC, its owners and affiliates, and First Watch Restaurants, Inc.

Exhibit 2.1* *Note: Disclosure schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K because the information contained therein is both not material and is the type that the registrant treats as private or confidential. ASSET PURCHASE AGREEMENT BY AND AMONG VIM HOLDINGS, LLC AND ITS OWNERS AND AFFILIATES AND FIRST WATCH RESTAURANTS, INC. JANUARY 5, 2024 TABLE OF CONTENTS ARTIC

January 8, 2024 EX-99.1

FIRST WATCH RESTAURANT GROUP, INC. REPORTS PRELIMINARY OPERATIONAL METRICS FOR THE FOURTH QUARTER AND FISCAL YEAR 2023

Exhibit 99.1 FIRST WATCH RESTAURANT GROUP, INC. REPORTS PRELIMINARY OPERATIONAL METRICS FOR THE FOURTH QUARTER AND FISCAL YEAR 2023 BRADENTON, Fla. — January 8, 2024 — First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the Daytime Dining concept serving breakfast, brunch and lunch, today reported certain preliminary operational results for the fourteen weeks ended

January 8, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 January 5, 2024 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40

January 8, 2024 EX-99.1

FIRST WATCH TO ACQUIRE 21 FRANCHISE RESTAURANTS IN NORTH CAROLINA Transaction Represents Acquisition of Largest Franchisee Amends Credit Agreement to Support Acquisitive Growth

Exhibit 99.1 FIRST WATCH TO ACQUIRE 21 FRANCHISE RESTAURANTS IN NORTH CAROLINA Transaction Represents Acquisition of Largest Franchisee Amends Credit Agreement to Support Acquisitive Growth BRADENTON, Fla. – January 8, 2024 – First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (together with its subsidiaries “First Watch” or the “Company”), the leading Daytime Dining concept serving breakfast, brunc

December 6, 2023 EX-99.1

FIRST WATCH ANNOUNCES APPOINTMENT OF JOSTEIN SOLHEIM TO BOARD OF DIRECTORS Leading Daytime Dining concept strengthens Board with appointment of new independent director

Exhibit 99.1 FIRST WATCH ANNOUNCES APPOINTMENT OF JOSTEIN SOLHEIM TO BOARD OF DIRECTORS Leading Daytime Dining concept strengthens Board with appointment of new independent director BRADENTON, Fla. – Dec. 6, 2023 – First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the leading Daytime Dining concept serving breakfast, brunch and lunch, today announced the appointme

December 6, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 December 5, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4

November 15, 2023 EX-99.1

® A B R E A K O U T G R O W T H S T O R Y 40 Y E A R S IN THE M A K I N G INVESTOR PRESENTATION | NASDAQ: FWRG | November 15, 2023 INVESTOR PRESENTATION | NASDAQ: FWRG | November 15, 2023 Forward-Looking Statements In addition to historical informati

® A B R E A K O U T G R O W T H S T O R Y 40 Y E A R S IN THE M A K I N G INVESTOR PRESENTATION | NASDAQ: FWRG | November 15, 2023 INVESTOR PRESENTATION | NASDAQ: FWRG | November 15, 2023 Forward-Looking Statements In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein.

November 15, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 November 15, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-

November 13, 2023 EX-99.1

FIRST WATCH ANNOUNCES ACQUISITION OF SIX FRANCHISE RESTAURANTS IN FLORIDA

Exhibit 99.1 FIRST WATCH ANNOUNCES ACQUISITION OF SIX FRANCHISE RESTAURANTS IN FLORIDA BRADENTON, Fla. – Nov. 13, 2023 – First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the leading Daytime Dining concept, announced that it has acquired, effective today, six of its previously franchise-owned restaurants in Florida. “We’re thrilled to welcome our newest teams in t

November 13, 2023 8-K

Financial Statements and Exhibits, Other Events

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 November 13, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-

November 1, 2023 EX-99.1

First Watch Restaurant Group, Inc. Reports Strong Q3 2023 Financial Results and Surpasses 500 System-Wide Restaurants Same-restaurant sales growth of 4.8% and total revenue growth of 17.3% Income from operations margin of 3.6% and Restaurant level op

First Watch Restaurant Group, Inc. Reports Strong Q3 2023 Financial Results and Surpasses 500 System-Wide Restaurants Same-restaurant sales growth of 4.8% and total revenue growth of 17.3% Income from operations margin of 3.6% and Restaurant level operating profit margin of 18.7% Net income of $5.4 million and Adjusted EBITDA of $21.6 million 13 system-wide restaurants opened across 10 states Rais

November 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 24, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40866 First

November 1, 2023 EX-99.2

Welcome to First Watch Supplemental Information Q3 2023 November 1, 2023 Forward-Looking Statements In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Lit

Welcome to First Watch Supplemental Information Q3 2023 November 1, 2023 Forward-Looking Statements In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein.

November 1, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 1, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4

August 21, 2023 8-K

Regulation FD Disclosure

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 August 21, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40

August 10, 2023 EX-99.2

First Watch Announces Acquisition of Six Franchise Restaurants in Georgia and South Carolina

Exhibit 99.2 First Watch Announces Acquisition of Six Franchise Restaurants in Georgia and South Carolina BRADENTON, Fla. – August 9, 2023 – First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the leading Daytime Dining concept, announced that it has acquired, effective today six of its previously franchise-owned restaurants, one restaurant under construction and co

August 10, 2023 8-K

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 August 9, 2023 Date of Report (date of earliest event reported) First Watch Restaur

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 August 9, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-408

August 10, 2023 EX-99.1

® A B R E A K O U T G R O W T H S T O R Y 40 Y E A R S IN T HE M A K I N G INVESTOR PRESENTATION | NASDAQ: FWRG | AUGUST 10, 2023 Exhibit 99.1 Forward-Looking Statements In addition to historical information, this presentation may contain a number of

® A B R E A K O U T G R O W T H S T O R Y 40 Y E A R S IN T HE M A K I N G INVESTOR PRESENTATION | NASDAQ: FWRG | AUGUST 10, 2023 Exhibit 99.

August 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 25, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40866 First Watch

August 1, 2023 EX-99.2

Welcome to First Watch Supplemental Information Q2 2023 August 1, 2023 2 Forward-Looking Statements In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Lit

Welcome to First Watch Supplemental Information Q2 2023 August 1, 2023 2 Forward-Looking Statements In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

August 1, 2023 8-K

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 August 1, 2023 Date of Report (date of earliest event reported) First Watch Restaur

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 August 1, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-408

August 1, 2023 EX-99.1

First Watch Restaurant Group, Inc. Reports Strong Q2 2023 Financial Results Same-restaurant sales growth of 7.8% Income from operations margin of 5.3% and Restaurant level operating profit margin of 20.9% Net income of $8.0 million and Adjusted EBITD

First Watch Restaurant Group, Inc. Reports Strong Q2 2023 Financial Results Same-restaurant sales growth of 7.8% Income from operations margin of 5.3% and Restaurant level operating profit margin of 20.9% Net income of $8.0 million and Adjusted EBITDA of $25.8 million 9 system-wide restaurants opened across 6 states Raising 2023 Adjusted EBITDA guidance BRADENTON, Fla. — August 1, 2023 — First Wat

July 20, 2023 8-K

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 July 19, 2023 Date of Report (date of earliest event reported) First Watch Restaura

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 July 19, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4086

July 20, 2023 EX-99.1

First Watch Announces Appointment of Irene Chang Britt to Board of Directors Leading Daytime Dining concept strengthens Board amid continued execution of accelerated growth strategy

Exhibit 99.1 First Watch Announces Appointment of Irene Chang Britt to Board of Directors Leading Daytime Dining concept strengthens Board amid continued execution of accelerated growth strategy BRADENTON, Fla. – July 19, 2023 – First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the leading Daytime Dining concept serving breakfast, brunch and lunch, today announced

June 27, 2023 8-K

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 June 27, 2023 Date of Report (date of earliest event reported) First Watch Restaura

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 June 27, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4086

June 27, 2023 EX-99.1

First Watch Announces Acquisition of Five Franchise Restaurants in the Milwaukee Area

Exhibit 99.1 First Watch Announces Acquisition of Five Franchise Restaurants in the Milwaukee Area BRADENTON, Fla. – June 27, 2023 – First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the leading Daytime Dining concept, announced that it has acquired, effective Monday, June 26, all five of its previously franchise-owned restaurants and corresponding development rig

June 13, 2023 8-K

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 June 8, 2023 Date of Report (date of earliest event reported) First Watch Restauran

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 June 8, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40866

June 13, 2023 EX-1.1

Underwriting Agreement, dated as of June 8, 2023, by and among First Watch Restaurant Group, Inc., certain selling shareholders and Jefferies LLC

Exhibit 1.1 Execution Version FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: June 8, 2023 FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENT June 8, 2023 Jefferies LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Certain stockholders name

June 12, 2023 424B3

First Watch Restaurant Group, Inc. 3,000,000 Shares of Common Stock Offered by Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268197 Prospectus supplement (To prospectus dated November 7, 2022) First Watch Restaurant Group, Inc. 3,000,000 Shares of Common Stock Offered by Selling Stockholders The selling stockholders identified in this prospectus supplement are offering 3,000,000 shares of our common stock. We are not selling any shares under this prospectus supplemen

June 8, 2023 FWP

First Watch Restaurant Group, Inc. Announces Secondary Offering of Common Stock

Free Writing Prospectus dated June 8, 2023 Relating to Prospectus dated November 7, 2022 Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No.

May 24, 2023 8-K

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 May 23, 2023 Date of Report (date of earliest event reported) First Watch Restauran

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 May 23, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40866

May 18, 2023 8-K

Financial Statements and Exhibits, Other Events

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 May 15, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40866

May 18, 2023 EX-1.1

Underwriting Agreement, dated as of May 15, 2023, by and among First Watch Restaurant Group, Inc., certain selling shareholders and Jefferies LLC

Exhibit 1.1 Execution Version FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 3,500,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: May 15, 2023 FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 3,500,000 Shares of Common Stock UNDERWRITING AGREEMENT May 15, 2023 Jefferies LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Certain stockholders name

May 17, 2023 424B3

First Watch Restaurant Group, Inc. 3,500,000 Shares of Common Stock Offered by Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268197 Prospectus supplement (To prospectus dated November 7, 2022) First Watch Restaurant Group, Inc. 3,500,000 Shares of Common Stock Offered by Selling Stockholders The selling stockholders identified in this prospectus supplement are offering 3,500,000 shares of our common stock. We are not selling any shares under this prospectus supplemen

May 15, 2023 FWP

First Watch Restaurant Group, Inc. Announces Secondary Offering of Common Stock

Free Writing Prospectus dated May 15, 2023 Relating to Prospectus dated November 7, 2022 Filed Pursuant to Rule 433 under the Securities Act of 1933 Registration Statement No.

May 2, 2023 EX-99.1

First Watch Restaurant Group, Inc. Reports Strong Q1 2023 Financial Results Same-restaurant sales growth of 12.9% driven by same-restaurant traffic growth of 5.1% Income from operations margin of 7.4% and restaurant level operating profit margin of 2

First Watch Restaurant Group, Inc. Reports Strong Q1 2023 Financial Results Same-restaurant sales growth of 12.9% driven by same-restaurant traffic growth of 5.1% Income from operations margin of 7.4% and restaurant level operating profit margin of 21.2% Net income of $9.4 million and Adjusted EBITDA of $27.4 million 10 system-wide restaurants opened across 7 states Raises 2023 Adjusted EBITDA gui

May 2, 2023 EX-99.2

Welcome to First Watch Supplemental Information Q1 2023 May 2, 2023 2 Forward-Looking Statements In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litiga

q12023irsitedeckfinal Welcome to First Watch Supplemental Information Q1 2023 May 2, 2023 2 Forward-Looking Statements In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.

May 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 26, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40866 First Watc

May 2, 2023 8-K

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 May 2, 2023 Date of Report (date of earliest event reported) First Watch Restaurant

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 May 2, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40866

May 1, 2023 EX-99.1

First Watch Announces Acquisition of Six Franchise Restaurants

Exhibit 99.1 First Watch Announces Acquisition of Six Franchise Restaurants BRADENTON, Fla. – May 1, 2023 – First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the leading Daytime Dining concept serving breakfast, brunch and lunch, announced that it has acquired, effective today, six of its previously franchise-owned restaurants in Omaha, Nebraska. “We’re thrilled t

May 1, 2023 8-K

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 May 1, 2023 Date of Report (date of earliest event reported) First Watch Restaurant

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 May 1, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40866

April 10, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 10, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 6, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 April 4, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4086

March 13, 2023 8-K

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 March 9, 2023 Date of Report (date of earliest event reported) First Watch Restaura

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 March 9, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4086

March 7, 2023 EX-10.2

Amendment No. 1 to Credit Agreement dated as of February 24, 2023, between FWR Holding Corporation as Borrower, the lenders party thereto, the other parties therein and Bank of America N.A., as administrative agent

Exhibit 10.2 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of February 24, 2023 (this “Amendment”), by and among FWR Holding Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., in its capacities as administrative agent for the Lenders (as defined in the Existing Credit Agreement referred to below) and co

March 7, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 25, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-040866 First Watch Restaurant Group, Inc. (Exact name o

March 7, 2023 EX-21.1

List of subsidiaries

Exhibit 21.1 Subsidiaries of First Watch Restaurant Group, Inc. As of December 25, 2022 Entity Name Jurisdiction of Formation AI Fresh Parent, Inc. Delaware E&I Holdings, Inc. Colorado First Watch E&I Restaurant Group, LLC Delaware First Watch Franchise Development Co. Delaware First Watch Restaurants Texas, Inc. Delaware First Watch Restaurants, Inc. (d/b/a First Watch) Florida First Watch Texas

March 7, 2023 EX-99.1

First Watch Restaurant Group, Inc. Reports Strong 2022 Financial Results and Provides 2023 Outlook

EX-99.1 2 exhibit991q42022.htm EX-99.1 First Watch Restaurant Group, Inc. Reports Strong 2022 Financial Results and Provides 2023 Outlook •Total revenues of $730.2 million, up 21.5% and System-wide sales of $914.8 million, up 21.9% •Same-restaurant sales growth of 14.5% and Same-restaurant traffic growth of 7.7% •Income from operations margin of 2.4% and Restaurant level operating profit margin of

March 7, 2023 EX-99.2

Welcome to First Watch Supplemental Information Q4 and Fiscal 2022 March 7, 2023 2 Forward-Looking Statements In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Secu

EX-99.2 3 fy2022irsitedeckvfinal36.htm EX-99.2 Welcome to First Watch Supplemental Information Q4 and Fiscal 2022 March 7, 2023 2 Forward-Looking Statements In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, informati

March 7, 2023 8-K

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 March 7, 2023 Date of Report (date of earliest event reported) First Watch Restaura

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 March 7, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4086

March 7, 2023 EX-10.11

Form of 2023 Restricted Stock Unit Award Agreement

EX-10.11 3 formofemployeersuawardagre.htm EX-10.11 Exhibit 10.11 FIRST WATCH RESTAURANT GROUP, INC. 2021 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between First Watch Restaurant Group, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•] (the “Date of Grant”). RE

March 7, 2023 EX-10.13

Form of Restricted Unit Award Agreement for Directors

Exhibit 10.13 FIRST WATCH RESTAURANT GROUP, INC. 2021 EQUITY INCENTIVE PLAN Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between First Watch Restaurant Group, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”), effective as of [•] (the “Date of Grant”). RECITALS WHEREAS, the Company has adopted the First W

February 14, 2023 SC 13G/A

US33748L1017 / First Watch Restaurant Group Inc / ADVENT INTERNATIONAL CORP/MA - SC 13G/A Passive Investment

SC 13G/A 1 d426913dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* First Watch Restaurant Group, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 33748L101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stat

January 9, 2023 EX-99.1

FIRST WATCH RESTAURANT GROUP, INC. ANNOUNCES PRELIMINARY OPERATIONAL METRICS FOR THE FOURTH QUARTER AND FISCAL YEAR 2022

FIRST WATCH RESTAURANT GROUP, INC. ANNOUNCES PRELIMINARY OPERATIONAL METRICS FOR THE FOURTH QUARTER AND FISCAL YEAR 2022 BRADENTON, FL — January 9, 2023 — First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the Daytime Dining concept serving breakfast, brunch and lunch, today reported certain preliminary operational results for the thirteen weeks ended December 25,

January 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 January 9, 2023 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40

November 14, 2022 CORRESP

FIRST WATCH RESTAURANT GROUP, INC. 8725 Pendery Place, Suite 201 Bradenton, FL 34201 November 14, 2022

CORRESP 1 filename1.htm FIRST WATCH RESTAURANT GROUP, INC. 8725 Pendery Place, Suite 201 Bradenton, FL 34201 November 14, 2022 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Rucha Pandit Re: First Watch Restaurant Group, Inc. Registration Statement on Form S-3 (File No. 333-268197) Ladies and Gentlemen: We re

November 7, 2022 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) First Watch Restaurant Group, Inc.

November 7, 2022 EX-99.1

First Watch Restaurant Group, Inc. Reports Strong Q3 2022 Financial Results and Raises Certain of Its Full Year Guidance Total revenues of $186.9 million, up 18.7% compared to prior year Same-restaurant sales growth of 12.0% driven by same-restaurant

First Watch Restaurant Group, Inc. Reports Strong Q3 2022 Financial Results and Raises Certain of Its Full Year Guidance Total revenues of $186.9 million, up 18.7% compared to prior year Same-restaurant sales growth of 12.0% driven by same-restaurant traffic growth of 3.7% Income from operations margin of 1.4% and restaurant level operating profit margin of 17.3% 11 system-wide restaurants opened

November 7, 2022 EX-99.2

Welcome to First Watch Supplemental Information Q3 2022 2 Forward-Looking Statements In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform

EX-99.2 3 q32022supplementalinform.htm EX-99.2 Welcome to First Watch Supplemental Information Q3 2022 2 Forward-Looking Statements In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, information concerning First Watch

November 7, 2022 S-3

As filed with the Securities and Exchange Commission on November 7, 2022

S-3 Table of Contents As filed with the Securities and Exchange Commission on November 7, 2022 Registration No.

November 7, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 25, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40866 First

November 7, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 7, 2022 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4

September 15, 2022 424B4

4,500,000 Shares First Watch Restaurant Group, Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-267384 PROSPECTUS 4,500,000 Shares First Watch Restaurant Group, Inc. Common Stock The selling stockholders named in this prospectus are offering 4,500,000 shares of common stock of First Watch Restaurant Group, Inc. (the ?Company?). We are not selling any shares of common stock under this prospectus and we will not receive an

September 12, 2022 CORRESP

FIRST WATCH RESTAURANT GROUP, INC. 8725 Pendery Place, Suite 201 Bradenton, FL 34201 September 12, 2022

FIRST WATCH RESTAURANT GROUP, INC. 8725 Pendery Place, Suite 201 Bradenton, FL 34201 September 12, 2022 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporate Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Cara Wirth Re: First Watch Restaurant Group, Inc. Registration Statement on Form S-1 Filed on September 12, 2022 Ladies and Gentlemen: We refer to the registrati

September 12, 2022 CORRESP

[Signature Page Follows]

BofA Securities, Inc. One Bryant Park New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Jefferies LLC 520 Madison Avenue New York, New York 10022 September 12, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: First Watch Restaurant Group, Inc. Registration Statement on Form S

September 12, 2022 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) First Watch Restaurant Group, Inc.

September 12, 2022 S-1

As filed with the Securities and Exchange Commission on September 12, 2022

Table of Contents As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

September 12, 2022 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) [4,500,000] Shares of Common Stock FORM OF UNDERWRITING AGREEMENT Dated: September [14], 2022 FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) [4,500,000] Shares of Common Stock FORM OF UNDERWRITING AGREEMENT September [14], 2022 BofA Securities, Inc. Goldman Sachs & Co. LLC Jefferies LLC as Representatives of the s

September 7, 2022 8-K

Financial Statements and Exhibits, Other Events

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 September 7, 2022 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-

September 7, 2022 EX-99

First Watch Restaurant Group, Inc. to Participate in the Goldman Sachs 29th Annual Global Retailing Conference

Exhibit 99.1 First Watch Restaurant Group, Inc. to Participate in the Goldman Sachs 29th Annual Global Retailing Conference BRADENTON, FL ? September 7, 2022 ? First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (?First Watch? or the ?Company?), the leading Daytime Dining concept serving breakfast, brunch and lunch, today announced that Christopher A. Tomasso, CEO and President, and Mel Hope, Chief

August 23, 2022 DRS

Confidential Treatment Requested by First Watch Restaurant Group, Inc. Pursuant to 17 C.F.R. Section 200.83 As submitted confidentially with the Securities and Exchange Commission on August 23, 2022 This draft registration statement has not been publ

Table of Contents Confidential Treatment Requested by First Watch Restaurant Group, Inc.

August 19, 2022 EX-99.1

First Watch Announces Retirement of Chairman Emeritus Ken Pendery, Jr. After leading the brand in various capacities since 1984, Pendery’s planned retirement comes nearly one year after the Florida-based company’s successful IPO

EX-99.1 2 exh991.htm EX-99.1 Exhibit 99.1 First Watch Announces Retirement of Chairman Emeritus Ken Pendery, Jr. After leading the brand in various capacities since 1984, Pendery’s planned retirement comes nearly one year after the Florida-based company’s successful IPO BRADENTON, Fla. – August 17, 2022 – First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the leadi

August 19, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 August 17, 2022 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40

August 9, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 August 9, 2022 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-408

August 9, 2022 EX-99.1

First Watch Restaurant Group, Inc. Reports Strong Q2 2022 Financial Results and Raises Full Year Guidance Same-restaurant sales growth of 13.4% driven by same-restaurant traffic growth of 8.1% Income from operations margin of 2.8% and restaurant leve

EX-99.1 2 exhibit991q22022.htm EX-99.1 First Watch Restaurant Group, Inc. Reports Strong Q2 2022 Financial Results and Raises Full Year Guidance Same-restaurant sales growth of 13.4% driven by same-restaurant traffic growth of 8.1% Income from operations margin of 2.8% and restaurant level operating profit margin of 18.2% 9 system-wide restaurants opened across 7 states BRADENTON, FL — August 9, 2

August 9, 2022 EX-99.2

Welcome to First Watch Supplemental Information Q2 2022 2 Forward-Looking Statements In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform

EX-99.2 3 q22022supplementalfinanc.htm EX-99.2 Welcome to First Watch Supplemental Information Q2 2022 2 Forward-Looking Statements In addition to historical information, this presentation may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, information concerning First Watch

August 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40866 First Watch

June 21, 2022 EX-99.1

First Watch Names Bumble Inc. Chief People Officer Stephanie Lilak to its Board of Directors Bumble Inc. Executive to Provide Strategic Guidance as Daytime Dining Concept Continues to Scale

Exhibit 99.1 First Watch Names Bumble Inc. Chief People Officer Stephanie Lilak to its Board of Directors Bumble Inc. Executive to Provide Strategic Guidance as Daytime Dining Concept Continues to Scale BRADENTON, Fla. ? June 21, 2022 ? First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (?First Watch? or the ?Company?), the leading Daytime Dining concept with more than 440 restaurants nationwide, a

June 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 June 17, 2022 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4086

May 26, 2022 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 May 24, 2022 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40866

May 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 27, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40866 First Watc

May 10, 2022 EX-99.1

First Watch Restaurant Group, Inc. Reports Strong Q1 2022 Financial Results Same-restaurant sales growth of 27.2% driven by same-restaurant traffic growth of 21.9% Income from operations margin of 4.5% and restaurant level operating profit margin of

EX-99.1 2 exhibit991q12022.htm EX-99.1 First Watch Restaurant Group, Inc. Reports Strong Q1 2022 Financial Results Same-restaurant sales growth of 27.2% driven by same-restaurant traffic growth of 21.9% Income from operations margin of 4.5% and restaurant level operating profit margin of 19.6% 7 system-wide restaurants opened across 5 states BRADENTON, FL — May 10, 2022 — First Watch Restaurant Gr

May 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 May 10, 2022 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-40866

April 11, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 a2022additionaldefinitivep.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of t

April 11, 2022 DEF 14A

Definitive Proxy Statement

DEF 14A 1 fwrg-proxystatement2022.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the

March 23, 2022 EX-10.9

First Watch Restaurant Group, Inc. 2021 Equity Incentive Plan

EX-10.9 5 exhibit109firstwatch-202.htm EX-10.9 Exhibit 10.9 FIRST WATCH RESTAURANT GROUP, INC. 2021 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the First Watch Restaurant Group, Inc., 2021 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing incentive compensation opportunities tied to the performance of the Com

March 23, 2022 EX-4.3

Description of First Watch Restaurant Group, Inc. Securities

EX-4.3 3 exhibit43descriptionofcapi.htm EX-4.3 Exhibit 4.3 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.01 per share (the “common stock”) of First Watch Restaurant Group, Inc. (the “Company”), which is the only security of the Company registered pursuant to Sect

March 23, 2022 EX-99.1

First Watch Restaurant Group, Inc. Reports Strong 2021 Financial Results and Provides 2022 Outlook

EX-99.1 2 exhibit991yearend2021.htm EX-99.1 First Watch Restaurant Group, Inc. Reports Strong 2021 Financial Results and Provides 2022 Outlook •Total revenues of $601.2 million and system-wide sales of $750.7 million •31 system-wide restaurants opened in 12 states •Q4 2021 same-restaurant sales growth of 36.7% vs. Q4 2020 and 20.6% vs. Q4 2019 •Q4 2021 same-restaurant traffic growth of 31.9% vs. Q

March 23, 2022 EX-21.1

List of subsidiaries

Exhibit 21.1 Subsidiaries of First Watch Restaurant Group, Inc. As of December 26, 2021 Entity Name Jurisdiction of Formation AI Fresh Parent, Inc. Delaware E&I Holdings, Inc. Colorado First Watch E&I Restaurant Group, LLC Delaware First Watch Franchise Development Co. Delaware First Watch Restaurants Texas, Inc. Delaware First Watch Restaurants, Inc. (d/b/a First Watch) Delaware First Watch Texas

March 23, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 March 23, 2022 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-408

March 23, 2022 EX-99.1

First Watch Restaurant Group, Inc. Reports Strong 2021 Financial Results and Provides 2022 Outlook

EX-99.1 2 exhibit991yearend20218-ka.htm EX-99.1 First Watch Restaurant Group, Inc. Reports Strong 2021 Financial Results and Provides 2022 Outlook •Total revenues of $601.2 million and system-wide sales of $750.7 million •31 system-wide restaurants opened in 12 states •Q4 2021 same-restaurant sales growth of 36.7% vs. Q4 2020 and 20.6% vs. Q4 2019 •Q4 2021 same-restaurant traffic growth of 31.9% v

March 23, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 26, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-04321 First Watch Restaurant Group, I

March 23, 2022 EX-10.10

Form of 2022 Stock Option Agreement

Exhibit 10.10 FIRST WATCH RESTAURANT GROUP, INC. 2021 Equity Incentive Plan Stock Option Award Agreement This Stock Option Award Agreement (this ?Agreement?) is made by and between First Watch Restaurant Group, Inc., a Delaware corporation (the ?Company?), and [?] (the ?Participant?), effective as of [?], 2022 (the ?Date of Grant?). RECITALS WHEREAS, the Company has adopted the First Watch Restaur

March 23, 2022 EX-10.7

Letter Agreement, dated July 12, 2018, by and between First Watch Restaurants, Inc. and Mel Hope

WEIL:\96647809\2\11623.0394 Exhibit 10.7 July 12, 2018 Mel Hope [***] [***] [***] [***] Dear Mel, It is my pleasure to extend the following offer of employment to you to join First Watch Restaurants, Inc. (the ?Company?), subject to the terms and conditions set forth in this letter agreement (this ?Letter Agreement?). 1. EMPLOYMENT: Your employment with the Company will be ?at-will? at all times a

March 23, 2022 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 23, 2022 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or o

March 23, 2022 EX-4.2

Registration Rights Agreement by and among First Watch Restaurant Group, Inc. and the other parties thereto, dated as of October 1, 2021

Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT by and among First Watch Restaurant Group, Inc. and the other parties hereto October 1, 2021 WEIL:\98072649\4\72198.0009 TABLE OF CONTENTS Section 1. Certain Definitions ........................................................................................... 1 Section 2. Registration Rights................................................................

March 11, 2022 EX-10.1

Employment Agreement, dated March 9, 2022, by and between First Watch Restaurants, Inc. and Christopher A. Tomasso

EX-10.1 2 exh101-tomassoemploymentag.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of March 9, 2022 (the “Effective Date”) between First Watch Restaurant Group, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Christopher Tomasso (the “Executive”). RECITALS WHEREAS, th

March 11, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) March 9, 2022 First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4086

February 14, 2022 SC 13G

US33748L1017 / First Watch Restaurant Group Inc / ADVENT INTERNATIONAL CORP/MA - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* First Watch Restaurant Group, Inc. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 33748L101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

February 14, 2022 EX-99.1

SCHEDULE 13G

CUSIP No. 33748L101 SCHEDULE 13G Page 35 of 37 Pages EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the Common Stock and the information required by this Schedul

January 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 January 10, 2022 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4

January 10, 2022 EX-99.1

FIRST WATCH RESTAURANT GROUP, INC. ANNOUNCES PRELIMINARY OPERATIONAL METRICS THE COMPANY RAISES FOURTH QUARTER GUIDANCE ON THE STRENGTH OF 36.7% GROWTH IN SAME-RESTAURANT SALES

EX-99.1 2 exhibit991yearend2021opera.htm EX-99.1 FIRST WATCH RESTAURANT GROUP, INC. ANNOUNCES PRELIMINARY OPERATIONAL METRICS THE COMPANY RAISES FOURTH QUARTER GUIDANCE ON THE STRENGTH OF 36.7% GROWTH IN SAME-RESTAURANT SALES BRADENTON, FL — January 10, 2022 — First Watch Restaurant Group, Inc. (NASDAQ: FWRG) (“First Watch” or the “Company”), the Daytime Dining concept serving breakfast, brunch an

November 9, 2021 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 8, 2021 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001

November 9, 2021 EX-99.1

CORRECTION — First Watch Restaurant Group, Inc. Reports Third Quarter Financial Results Robust Same-Restaurant Sales Growth of 46.2% and Traffic Growth of 40.1%

EX-99.1 2 exhibit991q32021amended.htm EX-99.1 CORRECTION — First Watch Restaurant Group, Inc. Reports Third Quarter Financial Results Robust Same-Restaurant Sales Growth of 46.2% and Traffic Growth of 40.1% BRADENTON, FL — November 8, 2021 — A previous version of this press release incorrectly stated in the Outlook section that First Watch intends to open 7 company-owned and 2 franchise-owned rest

November 8, 2021 EX-99.1

First Watch Restaurant Group, Inc. Reports Third Quarter Financial Results Robust Same-Restaurant Sales Growth of 46.2% and Traffic Growth of 40.1%

EX-99.1 2 exhibit991q32021.htm EX-99.1 First Watch Restaurant Group, Inc. Reports Third Quarter Financial Results Robust Same-Restaurant Sales Growth of 46.2% and Traffic Growth of 40.1% BRADENTON, FL — November 8, 2021 — First Watch Restaurant Group, Inc. (NASDAQ: FWRG), (“First Watch” or the “Company”) the Daytime Dining concept serving breakfast, brunch and lunch, today reported financial resul

November 8, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 8, 2021 Date of Report (date of earliest event reported) First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-4

November 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-04321 First

October 6, 2021 EX-10.1

Credit Agreement, dated as of October 6, 2021, by and among FWR Holding Corporation, AI Fresh Parent, Inc., the lenders party thereto, the other parties therein and Bank of America, N.A., as administrative agent

EX-10.1 4 d212487dex101.htm EX-10.1 Exhibit 10.1 Execution Version Published Deal CUSIP Number: 30322UAA9 Published Revolver CUSIP Number: 30322UAB7 Published Term Loan A CUSIP Number: 30322UAC5 CREDIT AGREEMENT dated as of October 6, 2021 among FWR HOLDING CORPORATION, as the Borrower, AI FRESH PARENT, INC., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders and Issuing Banks, and B

October 6, 2021 EX-99.1

First Watch Restaurant Group, Inc. Announces Closing of Initial Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Shares

EX-99.1 5 d212487dex991.htm EX-99.1 Exhibit 99.1 First Watch Restaurant Group, Inc. Announces Closing of Initial Public Offering and Full Exercise of Underwriters’ Option to Purchase Additional Shares BRADENTON, Fla., Oct. 05, 2021 — First Watch Restaurant Group, Inc. (“First Watch” or the “Company”) (Nasdaq: FWRG), the Daytime Dining concept serving breakfast, brunch and lunch, today announced th

October 6, 2021 EX-3.2

Amended and Restated Bylaws of First Watch Restaurant Group, Inc.

EX-3.2 3 d212487dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) Effective October 5, 2021 ARTICLE I STOCKHOLDERS Section 1.01. Annual Meetings. The annual meeting of the stockholders of First Watch Restaurant Group, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as properl

October 6, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): October 5, 2021 First Watch Restaurant Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40866 82-4271369 (State or other jurisdiction of incorporation)

October 6, 2021 EX-3.1

Amended and Restated Certificate of Incorporation of First Watch Restaurant Group, Inc.

EX-3.1 2 d212487dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIRST WATCH RESTAURANT GROUP, INC. (Under Sections 242 and 245 of the Delaware General Corporation Law) First Watch Restaurant Group, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify

October 4, 2021 424B4

9,459,000 Shares First Watch Restaurant Group, Inc. Common Stock

424B4 1 d177756d424b4.htm 424B4 Table of Contents Filed Pursant to Rule 424(b)(4) Registration No. 333-259360 PROSPECTUS 9,459,000 Shares First Watch Restaurant Group, Inc. Common Stock This is an initial public offering of common stock by First Watch Restaurant Group, Inc. (the “Company”). We are offering 9,459,000 shares of our common stock. Prior to this offering, there has been no public marke

October 1, 2021 EX-99.1

First Watch Restaurant Group, Inc. 2021 Equity Incentive Plan.

Exhibit 99.1 FIRST WATCH RESTAURANT GROUP, INC. 2021 EQUITY INCENTIVE PLAN 1. PURPOSE. THE PURPOSE OF THE FIRST WATCH RESTAURANT GROUP, INC., 2021 EQUITY INCENTIVE PLAN IS TO FURTHER ALIGN THE INTERESTS OF ELIGIBLE PARTICIPANTS WITH THOSE OF THE COMPANY’S STOCKHOLDERS BY PROVIDING INCENTIVE COMPENSATION OPPORTUNITIES TIED TO THE PERFORMANCE OF THE COMPANY AND ITS COMMON STOCK. THE PLAN IS INTENDED

October 1, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 First Watch Restaurant Group, Inc. (Exact Name

8-A12B 1 d191118d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 First Watch Restaurant Group, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 82-4271369 (State or Other Jurisdiction of Incorporation or Orga

October 1, 2021 S-8

As filed with the Securities and Exchange Commission on September 30, 2021

As filed with the Securities and Exchange Commission on September 30, 2021 Registration No.

September 28, 2021 CORRESP

[Signature Page Follows]

BofA Securities, Inc. One Bryant Park New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Jefferies LLC 4201 Congress Street, Suite 350 Charlotte, North Carolina 28209 September 28, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Jennifer López Re: First Watch Restauran

September 28, 2021 CORRESP

FIRST WATCH RESTAURANT GROUP, INC. 8725 Pendery Place, Suite 201 Bradenton, FL 34201 September 28, 2021

FIRST WATCH RESTAURANT GROUP, INC. 8725 Pendery Place, Suite 201 Bradenton, FL 34201 September 28, 2021 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporate Finance 100 F Street NE Washington, D.C. 20549-3561 Attn: Jennifer L?pez Re: First Watch Restaurant Group, Inc. Registration Statement on Form S-1 (File No. 333-259360) Ladies and Gentlemen: We refer to the registration

September 22, 2021 EX-3.5

Bylaws of First Watch Restaurant Group, Inc., as currently in effect.

Exhibit 3.5 BYLAWS OF FIRST WATCH RESTAURANT GROUP, INC. A DELAWARE CORPORATION PREAMBLE These Bylaws are subject to, and governed by, the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) and the Certificate of Incorporation (the “Certificate”) of First Watch Restaurant Group, Inc., a Delaware corporation (the “Corporation”). In the event of a direct confli

September 22, 2021 EX-3.2

Form of Amended and Restated Bylaws of First Watch Restaurant Group, Inc. (incorporated herein by reference to Exhibit 3.2 of the Registrant’s Amendment No. 1 to the Registration Statement on Form S-1, filed with the Commission on September 22, 2021 (Registration No. 333-259360)).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) Effective [•], 2021 ARTICLE I STOCKHOLDERS Section 1.01. Annual Meetings. The annual meeting of the stockholders of First Watch Restaurant Group, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as properly may come before such meeting shall be

September 22, 2021 CORRESP

767 Fifth Avenue

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax September 22, 2021 VIA EDGAR TRANSMISSION Jennifer López Staff Attorney Office of Trade and Services Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.

September 22, 2021 EX-3.4

Certificate of Amendment to Amended and Restated Certificate of Incorporation of First Watch Restaurant Group, Inc., as currently in effect.

EX-3.4 5 d177756dex34.htm EX-3.4 Exhibit 3.4 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIRST WATCH RESTAURANT GROUP, INC. September 20, 2021 First Watch Restaurant Group, Inc. (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

September 22, 2021 EX-4.2

Form of Registration Rights Agreement.

EX-4.2 7 d177756dex42.htm EX-4.2 Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT by and among First Watch Restaurant Group, Inc. and the other parties hereto [•], 2021 TABLE OF CONTENTS Section 1. Certain Definitions 1 Section 2. Registration Rights 5 2.1.   Demand Registrations 5 2.2.   Piggyback Registrations 9 2.3.   Holdback Agreements 10 2.4.   Registration Procedures 11 2.5.   Registration Expense

September 22, 2021 EX-10.6

Form of First Watch Restaurant Group, Inc. 2021 Equity Incentive Plan.

Exhibit 10.6 FIRST WATCH RESTAURANT GROUP, INC. 2021 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the First Watch Restaurant Group, Inc., 2021 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended

September 22, 2021 S-1/A

As filed with the Securities and Exchange Commission on September 22, 2021

Table of Contents As filed with the Securities and Exchange Commission on September 22, 2021 Registration No.

September 22, 2021 EX-3.1

Form of Amended and Restated Certificate of Incorporation of First Watch Restaurant Group, Inc. (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Amendment No. 1 to the Registration Statement on Form S-1, filed with the Commission on September 22, 2021 (Registration No. 333-259360)).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIRST WATCH RESTAURANT GROUP, INC. (Under Sections 242 and 245 of the Delaware General Corporation Law) First Watch Restaurant Group, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows: FIRST. The Corporatio

September 22, 2021 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 9,459,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: September [ ? ], 2021 FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) 9,459,000 Shares of Common Stock UNDERWRITING AGREEMENT September [?], 2021 BofA Securities, Inc. Goldman Sachs & Co. LLC Jefferies LLC as Representatives of the several Underwriters

September 7, 2021 EX-3.3

Certificate of Incorporation of First Watch Restaurant Group, Inc., as currently in effect.

Exhibit 3.3 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF ?FIRST WATCH RESTAURANT GROUP, INC.?, FILED IN THIS OFFICE ON THE TENTH DAY OF AUGUST, A.D. 2017, AT 11:48 O?CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE C

September 7, 2021 EX-4.1

Form of Certificate of Common Stock

Exhibit 4.1 CUSIP/IDENTIFIER XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 00.1,000,000 Number of Shares 123456 DTC 12345678901234512345678 PO BOX 505006, Louisville, KY 40233-5006 Certificate Numbers Num/No Denom. Total. MR A SAMPLE 1234567890/1234567890 111 DESIGNATION (IF ANY) 1234567890/1234567890 222 ADD 1 ADD 2 1234567890/1234567890 333 1234567890/1234567890 444 ADD 3 ADD 4 1234567890/123

September 7, 2021 EX-10.2

Employment Agreement, dated August 21, 2017, by and between First Watch Restaurants, Inc. and Christopher A. Tomasso.

Exhibit 10.2 EXECUTION VERSION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of August 21, 2017 (the “Effective Date”) between First Watch Restaurants, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Christopher Tomasso (the “Executive”). RECITALS WHEREAS, the Company and the Executive entere

September 7, 2021 EX-10.1E

Fourth Amendment to Credit Agreement, dated as of August 14, 2020, between FWR Holding Corporation as Borrower, the lenders party thereto, and Golub Capital Markets LLC, as Administrative Agent

EX-10.1E 12 d177756dex101e.htm EX-10.1E Exhibit 10.1(e) FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 14, 2020 by and among FWR Holding Corporation, a Delaware corporation (the “Borrower”), AI Fresh Parent, Inc., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the other Lenders (as defined in

September 7, 2021 EX-10.7

Form of Director Indemnification Agreement for First Watch Restaurant Group, Inc.

Exhibit 10.7 FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of [?], 2021, between First Watch Restaurant Group, Inc., a Delaware corporation (the ?Company?), and [?] (?Indemnitee?). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13. WHEREAS, the Board of Directors of the C

September 7, 2021 EX-3.2

Form of Amended and Restated Bylaws of First Watch Restaurant Group, Inc. to be in effect prior to the consummation of the offering made under this Registration Statement.

EX-3.2 3 d177756dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FIRST WATCH RESTAURANT GROUP, INC. (a Delaware corporation) Effective [•], 2021 ARTICLE I STOCKHOLDERS Section 1.01. Annual Meetings. The annual meeting of the stockholders of First Watch Restaurant Group, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as properly may

September 7, 2021 EX-10.1A

Credit Agreement, dated as of August 21, 2017, between FWR Holding Corporation as Borrower, the lenders party thereto, and Golub Capital Markets LLC, as administrative agent

EX-10.1A 8 d177756dex101a.htm EX-10.1A Exhibit 10.1(a) CREDIT AGREEMENT Dated as of August 21, 2017 among AI FRESH MERGER SUB, INC. (to be merged with and into FWR HOLDING CORPORATION), as the Borrower, AI FRESH PARENT, INC., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, GOLUB CAPITAL MARKETS LLC, as Administrative Agent, GOLUB CAPITAL MARKETS LLC, TCG BDC, INC., ARES CAPITAL M

September 7, 2021 EX-3.1

Form of Amended and Restated Certificate of Incorporation of First Watch Restaurant Group, Inc. to be in effect prior to the consummation of the offering made under this Registration Statement.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIRST WATCH RESTAURANT GROUP, INC. (Under Sections 242 and 245 of the Delaware General Corporation Law) First Watch Restaurant Group, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows: FIRST. The Corporatio

September 7, 2021 S-1

Power of Attorney (included on signature page).

Table of Contents As filed with the Securities and Exchange Commission on September 7, 2021 Registration No.

September 7, 2021 EX-21.1

List of subsidiaries.

Exhibit 21.1 Subsidiaries of First Watch Restaurant Group, Inc. As of June 9, 2021 Name of Subsidiary Jurisdiction of Formation 1.  AI Fresh Parent, Inc. Delaware 2.  E&I Holdings, Inc. Colorado 3.  First Watch E&I Restaurant Group, LLC Delaware 4.  First Watch Franchise Development Co. Delaware 5.  First Watch Restaurants Texas, Inc. Delaware 6.  First Watch Restaurants, Inc. Delaware 7.  First W

September 7, 2021 EX-10.5

Employment Agreement, dated August 21, 2017, by and between First Watch Restaurants, Inc. and Eric Hartman.

Exhibit 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of August 21, 2017 (the “Effective Date”) between First Watch Restaurants, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Eric Hartman (the “Executive”). RECITALS WHEREAS, the Company and the Executive entered into that certain Emplo

September 7, 2021 EX-10.1C

Second Amendment to Credit Agreement, dated as of December 20, 2019, between FWR Holding Corporation as Borrower, the lenders party thereto, and Golub Capital Markets LLC, as administrative agent

Exhibit 10.1(c) SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?) is entered into as of December 20, 2019 by and among FWR Holding Corporation, a Delaware corporation (the ?Borrower?), AI Fresh Parent, Inc., a Delaware corporation (?Holdings?), the other Loan Parties party hereto, the lenders holding the New Delayed Draw Term Commitments (as defined

September 7, 2021 EX-10.3

First Watch Restaurant Group, Inc. 2017 Omnibus Equity Incentive Plan (formerly known as the AI Fresh Super Holdco, Inc. 2017 Omnibus Equity Incentive Plan)

EX-10.3 14 d177756dex103.htm EX-10.3 Exhibit 10.3 AI FRESH SUPER HOLDCO, INC. 2017 OMNIBUS EQUITY INCENTIVE PLAN Article 1. Establishment & Purpose 1.1 Establishment. AI Fresh Super Holdco, Inc., a Delaware corporation (the “Company”), hereby establishes the 2017 Omnibus Equity Incentive Plan (this “Plan”) as set forth herein. 1.2 Purpose of this Plan. The purpose of this Plan is to attract, retai

September 7, 2021 CORRESP

767 Fifth Avenue

CORRESP 1 filename1.htm 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax September 7, 2021 VIA EDGAR TRANSMISSION Jennifer López Staff Attorney Office of Trade and Services Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: First Watch Restaurant Group, Inc. Draft Registration Statement on Form S-1 Subm

September 7, 2021 EX-10.1B

First Amendment to Credit Agreement, dated as of February 28, 2019, between FWR Holding Corporation as Borrower, the lenders party thereto, and Golub Capital Markets LLC, as administrative agent

Exhibit 10.1(b) FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?) is entered into as of February 28, 2019 by and among FWR Holding Corporation, a Delaware corporation (the ?Borrower?), AI Fresh Parent, Inc., a Delaware corporation (?Holdings?), the other Loan Parties party hereto, the lenders holding the New Delayed Draw Term Commitments (as defined be

September 7, 2021 EX-10.8

Letter Agreement, dated February 1, 2021, by and between First Watch Restaurants, Inc. and Kenneth L. Pendery, Jr.

Exhibit 10.8 February 1, 2021 Personal & Confidential; Sent via Email and DocuSign only Mr. Kenneth L. Pendery, Jr. Re: Your Employment Relationship with First Watch Dear Ken: This letter agreement confirms the details of your continuing employment relationship with First Watch Restaurants, Inc. (the ?Company?). You have an employment agreement with the Company dated August 1, 2017 (the ?Employmen

September 7, 2021 EX-3.4A

Bylaws of First Watch Restaurant Group, Inc., as currently in effect.

Exhibit 3.4A BYLAWS OF FIRST WATCH RESTAURANT GROUP, INC. A DELAWARE CORPORATION PREAMBLE These Bylaws are subject to, and governed by, the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) and the Certificate of Incorporation (the “Certificate”) of First Watch Restaurant Group, Inc., a Delaware corporation (the “Corporation”). In the event of a direct confl

September 7, 2021 EX-10.4

Employment Agreement, dated August 21, 2017, by and between First Watch Restaurants, Inc. and Laura Sorensen

Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (?Agreement?) is made and entered into as of August 21, 2017 (the ?Effective Date?) between First Watch Restaurants, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the ?Company?), and Laura Sorensen (the ?Executive?). RECITALS WHEREAS, the Company and the Executive entered into that certain Emp

September 7, 2021 EX-10.1D

Third Amendment to Credit Agreement, dated as of April 27, 2020, between FWR Holding Corporation as Borrower, the lenders party thereto, and Golub Capital Markets LLC, as administrative agent

Exhibit 10.1(d) THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT THIS THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this ?Amendment?) is entered into as of April 27, 2020 by and among FWR Holding Corporation, a Delaware corporation (the ?Borrower?), AI Fresh Parent, Inc., a Delaware corporation (?Holdings?), the other Loan Parties party hereto, the other Lenders (as defined in the Credit Agreement

August 19, 2021 EX-4.1

CUSIP/IDENTIFIER XXXXXX XX X

EX-4.1 2 filename2.htm Exhibit 4.1 CUSIP/IDENTIFIER XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 00.1,000,000 Number of Shares 123456 DTC 12345678901234512345678 PO BOX 505006, Louisville, KY 40233-5006 Certificate Numbers Num/No Denom. Total. MR A SAMPLE 1234567890/1234567890 111 DESIGNATION (IF ANY) 1234567890/1234567890 222 ADD 1 ADD 2 1234567890/1234567890 333 1234567890/1234567890 444 ADD

August 19, 2021 DRSLTR

767 Fifth Avenue

DRSLTR 1 filename1.htm 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax August 19, 2021 VIA EDGAR TRANSMISSION Jennifer López Staff Attorney Office of Trade and Services Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: First Watch Restaurant Group, Inc. Draft Registration Statement on Form S-1 Submitt

August 19, 2021 DRS/A

Amendment No. 4 to confidential submission As submitted confidentially with the Securities and Exchange Commission on August 19, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all in

Table of Contents Amendment No. 4 to confidential submission As submitted confidentially with the Securities and Exchange Commission on August 19, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D

July 29, 2021 EX-10.1D

THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT

EX-10.1D 5 filename5.htm Exhibit 10.1(d) THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT THIS THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”) is entered into as of April 27, 2020 by and among FWR Holding Corporation, a Delaware corporation (the “Borrower”), AI Fresh Parent, Inc., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the other Lenders (as define

July 29, 2021 EX-10.4

EMPLOYMENT AGREEMENT

Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (?Agreement?) is made and entered into as of August 21, 2017 (the ?Effective Date?) between First Watch Restaurants, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the ?Company?), and Laura Sorensen (the ?Executive?). RECITALS WHEREAS, the Company and the Executive entered into that certain Emp

July 29, 2021 EX-10.1C

SECOND AMENDMENT TO CREDIT AGREEMENT

EX-10.1C 4 filename4.htm Exhibit 10.1(c) SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 20, 2019 by and among FWR Holding Corporation, a Delaware corporation (the “Borrower”), AI Fresh Parent, Inc., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the lenders holding the New Delayed Draw Term

July 29, 2021 DRS/A

Amendment No. 3 to confidential submission As submitted confidentially with the Securities and Exchange Commission on July 29, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all info

Table of Contents Amendment No. 3 to confidential submission As submitted confidentially with the Securities and Exchange Commission on July 29, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C

July 29, 2021 EX-21.1

Subsidiaries of First Watch Restaurant Group, Inc. As of June 9, 2021 Name of Subsidiary Jurisdiction of Formation 1.  AI Fresh Parent, Inc. Delaware 2.  E&I Holdings, Inc. Colorado 3.  First Watch E&I Restaurant Group, LLC Delaware 4.  First Watch F

EX-21.1 9 filename9.htm Exhibit 21.1 Subsidiaries of First Watch Restaurant Group, Inc. As of June 9, 2021 Name of Subsidiary Jurisdiction of Formation 1.  AI Fresh Parent, Inc. Delaware 2.  E&I Holdings, Inc. Colorado 3.  First Watch E&I Restaurant Group, LLC Delaware 4.  First Watch Franchise Development Co. Delaware 5.  First Watch Restaurants Texas, Inc. Delaware 6.  First Watch Restaurants, I

July 29, 2021 EX-10.1E

FOURTH AMENDMENT TO CREDIT AGREEMENT

EX-10.1E 6 filename6.htm Exhibit 10.1(e) FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 14, 2020 by and among FWR Holding Corporation, a Delaware corporation (the “Borrower”), AI Fresh Parent, Inc., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the other Lenders (as defined in the Credit Agr

July 29, 2021 EX-10.1A

CREDIT AGREEMENT Dated as of August 21, 2017 AI FRESH MERGER SUB, INC. (to be merged with and into FWR HOLDING CORPORATION), as the Borrower, AI FRESH PARENT, INC., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, GOLUB CAPITAL MARKE

EX-10.1A 2 filename2.htm Exhibit 10.1(a) CREDIT AGREEMENT Dated as of August 21, 2017 among AI FRESH MERGER SUB, INC. (to be merged with and into FWR HOLDING CORPORATION), as the Borrower, AI FRESH PARENT, INC., as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, GOLUB CAPITAL MARKETS LLC, as Administrative Agent, GOLUB CAPITAL MARKETS LLC, TCG BDC, INC., ARES CAPITAL MANAGEMENT LLC,

July 29, 2021 EX-10.1B

FIRST AMENDMENT TO CREDIT AGREEMENT

EX-10.1B 3 filename3.htm Exhibit 10.1(b) FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 28, 2019 by and among FWR Holding Corporation, a Delaware corporation (the “Borrower”), AI Fresh Parent, Inc., a Delaware corporation (“Holdings”), the other Loan Parties party hereto, the lenders holding the New Delayed Draw Term C

July 29, 2021 DRSLTR

767 Fifth Avenue

DRSLTR 1 filename1.htm 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax July 29, 2021 VIA EDGAR TRANSMISSION Jennifer López Staff Attorney Office of Trade and Services Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: First Watch Restaurant Group, Inc. Draft Registration Statement on Form S-1 Submitted

July 29, 2021 EX-10.5

EMPLOYMENT AGREEMENT

EX-10.5 8 filename8.htm Exhibit 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of August 21, 2017 (the “Effective Date”) between First Watch Restaurants, Inc., a Delaware corporation (together with its successors and assigns permitted hereunder, the “Company”), and Eric Hartman (the “Executive”). RECITALS WHEREAS, the Company and the Executive entered

June 21, 2021 DRS/A

Amendment No. 2 to confidential submission As submitted confidentially with the Securities and Exchange Commission on June 21, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all info

Table of Contents Amendment No. 2 to confidential submission As submitted confidentially with the Securities and Exchange Commission on June 21, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C

June 21, 2021 DRSLTR

June 21, 2021

June 21, 2021 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax Alexander D.

February 7, 2020 DRSLTR

767 Fifth Avenue

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax February 7, 2020 VIA EDGAR TRANSMISSION Jennifer Lopez Staff Attorney Office of Trade and Services Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.

February 7, 2020 DRS/A

Amendment No. 1 to confidential submission As submitted confidentially with the Securities and Exchange Commission on February 7, 2020 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all i

Table of Contents Amendment No. 1 to confidential submission As submitted confidentially with the Securities and Exchange Commission on February 7, 2020 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,

January 8, 2020 DRSLTR

January 8, 2020

DRSLTR January 8, 2020 767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax Alexander D.

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