First Watch Restaurant Group, Inc. SEC Filings

First Watch Restaurant Group, Inc. (FWRG) filed a prospectus supplement for a secondary offering by selling stockholders of 5,289,784 shares of common stock. The company is not selling shares and will not receive proceeds. Citigroup Global Markets Inc. agreed to purchase the shares from the sellers at $17.71416 per share, resulting in approximately $93.7 million in gross proceeds to the selling stockholders, before expenses.

The shares may be sold on Nasdaq or through negotiated transactions. A 30-day lock-up applies to the company, the selling stockholders, and directors/officers, with limited exceptions, including an aggregate carve-out of up to 220,000 shares for certain insiders. Funds managed by Advent International are listed as the selling stockholders. FWRG trades on Nasdaq; the last sale price was $17.94 on November 5, 2025. Shares outstanding were 61,032,105 as of October 31, 2025.

First Watch Restaurant Group (FWRG) reported strong Q3 2025 growth. Total revenues rose to $316.0 million, up 25.6% year over year, driven by new restaurant openings, franchise acquisitions, menu pricing, and higher traffic. Same-restaurant sales increased 7.1% with same-restaurant traffic up 2.6%.

Income from operations improved to $10.1 million (3.2% margin). Net income was $3.0 million, or $0.05 per diluted share. Restaurant level operating profit margin expanded to 19.7%, and Adjusted EBITDA reached $34.1 million. The company ended the quarter with 620 system-wide restaurants, including 548 company-owned and 72 franchise-owned locations.

Operating cash flow was $107.5 million for the thirty-nine weeks ended September 28, 2025. The company invested in growth, opening 21 system-wide restaurants in the quarter and previously acquiring 19 franchise-operated restaurants in Q2 for $6.99 million and $49.25 million in two transactions. Long-term debt, net, was $251.0 million, including term facilities and $35.0 million drawn on the revolver.

First Watch Restaurant Group (FWRG) furnished an 8‑K announcing it issued a press release with financial results for the third fiscal quarter ended September 28, 2025. The company also posted a supplemental investor presentation.

The materials are furnished, not filed, and appear as Exhibits 99.1 and 99.2.

Advent International reported an insider sale of First Watch Restaurant Group, Inc. (FWRG) stock on 09/08/2025. The Form 4 shows a disposition of 4,400,000 shares of Common Stock at a price of $17.67 per share. After the reported transaction, Advent reports beneficial ownership of 5,289,784 shares on an indirect basis.

The filing identifies the reporting entities as Advent International, L.P. and Advent International GP, LLC, each noted as a director and a 10% owner. The Form 4 references footnote (1) and Exhibit 99.1 for further explanation of the indirect ownership details; that exhibit is incorporated by reference but not included in this text.

Form 144 notice for First Watch Restaurant Group, Inc. (FWRG) reports a proposed sale of 4,400,000 shares of common stock through BofA Securities, Inc. The filing lists an aggregate market value of $77,748,000 for the shares and shows 61,023,971 shares outstanding, so the block equals approximately 7.21% of outstanding shares. The securities were acquired on 08/21/2017 in a merger transaction by funds affiliated with the filer, totaling 46,739,784 shares acquired then, with the payment described as cash. The approximate date of sale is listed as 09/08/2025. The filer certifies no undisclosed material adverse information and notes no sales in the past three months.

Tomasso Christopher Anthony, President and CEO and a director of First Watch Restaurant Group, Inc. (FWRG), reported an open-market sale of 100,000 shares of the issuer's common stock on 08/13/2025 at a price of $18 per share. After the reported transaction Mr. Tomasso directly beneficially owned 766,432 shares and had an indirect interest in 500 shares held by his daughter. The Form 4 was submitted as a single reporting person filing and was signed by an attorney-in-fact on 08/15/2025. The filing shows no derivative transactions and includes no additional explanatory remarks.

First Watch Restaurant Group, Inc. (FWRG) filed a Form 144 disclosing a proposed sale of 100,000 common shares with an aggregate market value of $1,800,000. The shares are listed on NASDAQ and the sale is planned approximately on 08/13/2025 through Morgan Stanley Smith Barney LLC. The filing shows these shares were acquired as restricted stock from the issuer on 08/01/2017.

The notice also reports that Christopher Tomasso sold 41,346 common shares on 05/14/2025 for gross proceeds of $702,993.63. The filer affirms no undisclosed material adverse information and includes the standard signature representation. Several administrative fields (CIK/CCC and some issuer contact fields) are not populated in the form.

First Watch Restaurant Group, Inc. is the subject of a Schedule 13G/A filed by a group of Advent International-related entities reporting collective beneficial ownership of 14,689,784 shares of the issuer's common stock. That stake represents 24.1% of the class based on 61,023,971 shares outstanding as reported by the issuer. The reporting persons include Advent International, L.P.; Advent International GP, LLC; Advent International GPE VIII, LLC; GPE VIII GP S.a.r.l.; GPE VIII GP Limited Partnership; and AP GPE VIII GP Limited Partnership.

The filing shows no sole voting or dispositive power for the reporting persons (sole power = 0) and reports the aggregate amounts as shared voting and shared dispositive power. Individual amounts disclosed include 10,071,581 shares (16.5%) attributed to GPE VIII GP S.a.r.l., 3,997,295 shares (6.6%) to GPE VIII GP Limited Partnership, and 620,908 shares (1.0%) to AP GPE VIII GP Limited Partnership.

Advent International, L.P. reported a sale of common stock of First Watch Restaurant Group, Inc. (FWRG) on 08/08/2025. The filing shows a disposal of 5,000,000 shares at a reported price of $17.70 per share, leaving 9,689,784 shares beneficially owned following the transaction. The reporting persons include Advent International GP, LLC, and the form is signed by Neil Crawford, Vice President of Finance, on 08/12/2025. The Form 4 notes an incorporated footnote (Exhibit 99.1) for additional detail about indirect ownership.