FWRG 8-K: 5,000,000 Shares Sold by Holders; Company Receives No Proceeds

Rhea-AI Filing Summary

First Watch Restaurant Group, Inc. disclosed that certain selling shareholders sold 5,000,000 shares of the company's common stock to underwriters at a purchase price of $17.70 per share. The transaction was effected by an underwriting agreement with Barclays Capital Inc. and Goldman Sachs & Co. LLC and was completed under a prospectus supplement to an existing Form S-3 registration statement.

The company did not sell any shares in the offering and will not receive any proceeds. The underwriting agreement is filed as Exhibit 1.1 to the report.

Insights

Securities Analyst

TL;DR: A secondary sale of 5,000,000 shares at $17.70 closed; the company did not raise capital, so direct financial impact is neutral.

The filing reports a secondary offering in which selling shareholders sold 5,000,000 shares to underwriters led by Barclays and Goldman Sachs at $17.70 per share. The company explicitly states it sold no shares and will not receive proceeds, so there is no change to the company’s cash position or equity capital from this transaction. The Underwriting Agreement and prospectus supplement are on file, providing customary terms, indemnities, and transfer mechanics for investors to review.

Corporate Governance Expert

TL;DR: Governance disclosure is standard: underwriting agreement filed and transaction described; no internal corporate issuance or capital change reported.

The 8-K describes an underwriting agreement among the company, specified selling shareholders, and the underwriters and confirms the offering closed. The company emphasizes it did not issue new shares or receive proceeds, which means there was no corporate action altering outstanding company-issued equity or cash balances. The filing of Exhibit 1.1 ensures transparency regarding the sale terms and underwriter arrangements.

0001789940FALSE00017899402025-08-062025-08-06

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)			001-40866 (Commission File Number)			82-4271369 (I.R.S. Employer Identification Number)
8725 Pendery Place, Suite 201, Bradenton, FL 34201
(Address of principal executive offices and zip code)
(941) 907-9800
(Registrant's telephone number, including area code)

                    ___________________________________

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

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Common stock, $0.01 par value			FWRG			The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company    ☒

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

Item 8.01 - Other Events.

On August 6, 2025, First Watch Restaurant Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Goldman Sachs & Co. LLC as underwriters (the “Underwriters”) and the selling shareholders named therein (the “Selling Shareholders”), pursuant to which the Selling Shareholders agreed to sell 5,000,000 shares of common stock, par value $0.01 per share, of the Company to the Underwriters at a purchase price of $17.70 per share (the “Offering”). The Offering closed on August 8, 2025. The Company did not sell any shares in the Offering and will not receive any proceeds from the Offering.

The Offering is being made pursuant to a prospectus supplement, dated August 6, 2025, to the prospectus, dated November 7, 2022, included in the Company’s registration statement on Form S-3 (File No. 333-268197), which was initially filed with the Securities and Exchange Commission on November 7, 2022.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the shares by the Selling Shareholders to the Underwriters, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above description is qualified in its entirety by reference to such exhibit.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit Title or Description
1.1						Underwriting Agreement, dated as of August 6, 2025, by and among First Watch Restaurant Group, Inc., certain selling shareholders, Barclays Capital Inc. and Goldman Sachs & Co. LLC
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

    

SIGNATURE

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

			First Watch Restaurant Group, Inc. (Registrant)
Date: August 8, 2025			By:			/s/ Jay Wolszczak
			Name:			Jay Wolszczak
			Title:			Chief Legal Officer, General Counsel and Secretary

FAQ

What did First Watch (FWRG) announce in this 8-K?

The company disclosed that certain selling shareholders sold 5,000,000 shares to underwriters at $17.70 per share; the company did not sell shares.

Did First Watch receive any proceeds from the offering?

No. The filing states explicitly that the Company did not sell any shares in the Offering and will not receive any proceeds.

Who were the underwriters for the offering?

The underwriting parties named in the filing are Barclays Capital Inc. and Goldman Sachs & Co. LLC.

How was the offering registered?

The offering was made pursuant to a prospectus supplement dated August 6, 2025 to the prospectus in the company’s Form S-3 registration statement (File No. 333-268197).

Where can I find the underwriting agreement details?

The Underwriting Agreement is filed as Exhibit 1.1 to the 8-K and contains the full terms and customary provisions.

Does this 8-K report any new issuance of company stock?

No. The filing makes clear that no new shares were sold by the company; the transaction involved selling shareholders only.