[Form 4] First Watch Restaurant Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Large disposition: A sale of 4,400,000 shares was reported, which is a substantial insider sale disclosed on the Form 4.
• Reduced indirect holdings: After the transaction, the reporting entities show 5,289,784 shares beneficially owned on an indirect basis.
• Key exhibit not included: The filing references Exhibit 99.1 for footnote (1) explaining indirect ownership, but that exhibit is not contained in the provided content.

Insights

Securities Analyst

TL;DR: A large sale by a 10% owner reduced indirect holdings; market impact depends on context not provided in the filing.

The Form 4 discloses a substantial sale of 4.4 million shares at $17.67, leaving Advent with 5,289,784 shares indirectly. The filing is explicit about the transaction size, price, and resulting beneficial ownership but does not provide reasons for the sale or the total outstanding share count needed to assess percentage dilution or market impact. The reference to Exhibit 99.1 suggests further ownership structure detail is available elsewhere.

Corporate Governance Expert

TL;DR: A controlling stakeholder and related entity reported an insider disposition; governance implications hinge on the ownership context in Exhibit 99.1.

The reporting parties are identified as a general partner and affiliated entities, each marked as a director and 10% owner. The Form 4 cleanly reports the sale transaction and the residual indirect holding. The filing notes a footnote and Exhibit 99.1 for the nature of indirect beneficial ownership; without that exhibit, the specifics of control, voting arrangements, or related party relationships cannot be fully evaluated from this document alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL, L.P.

(Last) (First) (Middle)

PRUDENTIAL TOWER,

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
First Watch Restaurant Group, Inc. [ FWRG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/08/2025		S		4,400,000	D	$17.67	5,289,784	I	See footnotes(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL, L.P.

(Last) (First) (Middle)

PRUDENTIAL TOWER,

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GP, LLC

(Last) (First) (Middle)

PRUDENTIAL TOWER,

800 BOYLSTON STREET, SUITE 3300

(Street)

BOSTON MA 02199-8069

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. See Exhibit 99.1 for text of footnote (1).

Remarks:

Exhibit 99.1 (Footnotes to Form 4) is incorporated by reference.

	ADVENT INTERNATIONAL, L.P., By: Advent International GP, LLC, its General Partner, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance	09/10/2025
	ADVENT INTERNATIONAL GP, LLC, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What transaction did Advent International report on the FWRG Form 4?

Advent reported a disposition of 4,400,000 shares of First Watch Restaurant Group (FWRG) common stock on 09/08/2025 at $17.67 per share.

How many FWRG shares does Advent International beneficially own after the sale?

The Form 4 reports 5,289,784 shares beneficially owned following the reported transaction, held on an indirect basis.

Which entities filed the Form 4 for the FWRG transaction?

The filing lists Advent International, L.P. and Advent International GP, LLC as the reporting persons; signatures are by Neil Crawford as Vice President of Finance.

Does the Form 4 explain the nature of the indirect ownership?

The Form 4 references footnote (1) and incorporates Exhibit 99.1 for details on the nature of indirect beneficial ownership, but that exhibit is not included in the provided content.

What price was received for the FWRG shares sold?

The reported sale price was $17.67 per share.