First Watch (FWRG) holders sell 5,289,784 shares at $17.71416

First Watch Restaurant Group (FWRG) announced a secondary stock sale by existing shareholders.

Rhea-AI Filing Summary

First Watch Restaurant Group (FWRG) announced a secondary stock sale by existing shareholders. On November 5, 2025, selling shareholders agreed to sell 5,289,784 common shares to Citigroup Global Markets Inc. at $17.71416 per share under an underwriting agreement. The transaction closed on November 7, 2025.

The company did not sell any shares and will not receive proceeds from this Offering. The sale was made pursuant to a prospectus supplement dated November 5, 2025 under the company’s Form S-3 registration statement.

Insights

Capital markets analyst

Routine secondary sale; no cash to FWRG.

Selling shareholders sold 5,289,784 shares to an underwriter at $17.71416 per share. This is a secondary transaction, meaning existing holders are monetizing their stakes via an underwritten Offering.

Because the company did not sell shares, it will not receive Offering proceeds. The event was conducted under a prospectus supplement dated November 5, 2025 as part of a Form S-3 shelf, a standard mechanism for resale.

Investor impact typically centers on float and trading dynamics; fundamental cash flows to the company are unaffected by this transaction.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Selling shareholders agreed to sell 5,289,784 common shares to an underwriter at $17.71416 per share.

Who is the underwriter for the FWRG secondary sale?

The underwriter is Citigroup Global Markets Inc.

Did First Watch (FWRG) sell any shares in this Offering?

No. The company did not sell shares and will not receive proceeds.

When did the transaction close?

The Offering closed on November 7, 2025.

Under what registration statement was the sale made?

It was made under a prospectus supplement dated November 5, 2025 to the Form S-3 registration statement, File No. 333-291287.

How many FWRG shares were sold and at what price?

5,289,784 shares at $17.71416 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/07/2025 - 04:13 PM EST Learn about SEC filing dates

0001789940FALSE00017899402025-11-072025-11-07

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 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			001-40866			82-4271369
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(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 November 5, 2025, First Watch Restaurant Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. as the underwriter (the “Underwriter”) and the selling shareholders named therein (the “Selling Shareholders”), pursuant to which the Selling Shareholders agreed to sell 5,289,784 shares of common stock, par value $0.01 per share, of the Company to the Underwriter at a purchase price of $17.71416 per share (the “Offering”). The Offering closed on November 7, 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 November 5, 2025, to the prospectus, dated November 5, 2025, included in the Company’s registration statement on Form S-3 (File No. 333-291287), which was initially filed with the Securities and Exchange Commission on November 5, 2025.

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 Underwriter, 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 November 5, 2025, by and among First Watch Restaurant Group, Inc., certain selling shareholders, and Citigroup Global Markets Inc.
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: November 7, 2025			By:			/s/ Jay Wolszczak
			Name:			Jay Wolszczak
			Title:			Chief Legal Officer, General Counsel and Secretary