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

Rhea-AI Filing Summary

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.

Positive

• Timely disclosure of insider activity by a 10% owner and director, filed on Form 4 and signed by an authorized officer
• Specific transaction details provided: date (08/08/2025), shares disposed (5,000,000) and price ($17.70), plus post-transaction beneficial ownership (9,689,784)
• Footnote and exhibit referenced (Exhibit 99.1) for additional ownership detail, indicating supplemental disclosure is available

Negative

• Large sale by a 10% owner and director (5,000,000 shares) could be interpreted negatively by investors absent explanatory context
• Materiality cannot be fully assessed because the filing does not state total shares outstanding or whether the sale was part of a pre-existing plan
• Indirect ownership remains substantial (9,689,784 shares), but the nature of the indirect ownership is only described by a footnote reference rather than inline detail

Insights

Financial Analyst

TL;DR: A large block sale of 5.0M FWRG shares was reported; materiality is unclear without outstanding share count or market-context.

The filing documents a significant disposition of 5,000,000 shares at $17.70 on 08/08/2025, leaving 9,689,784 shares beneficially owned indirectly. For valuation or market-impact conclusions, investors need total shares outstanding and recent trading volumes, which are not provided in this filing. The disclosure is timely and conforms to Section 16 reporting requirements, enabling market participants to see changes in large-holder positions.

Corporate Governance Expert

TL;DR: A director and 10% owner reported a substantial sale, which is a noteworthy governance signal but lacks contextual details.

The reporting entity is identified as a Director and 10% owner, and the transaction code indicates a sale. A disposal of 5,000,000 shares by a 10% holder and director is significant from a governance and signaling perspective. The Form 4 properly references an exhibit for footnote details and is signed by an authorized representative. Absent additional context on timing, allocation, or pre-arranged plans (e.g., Rule 10b5-1), the sale raises governance-related questions that require further disclosure to fully assess intent and materiality.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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)
08/08/2025

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	08/08/2025		S		5,000,000	D	$17.7	9,689,784	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	08/12/2025
	ADVENT INTERNATIONAL GP, LLC, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance	08/12/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

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

The Form 4 reports a sale of 5,000,000 common shares of FWRG on 08/08/2025 at a price of $17.70 per share.

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

The filing shows 9,689,784 shares beneficially owned following the reported transaction, held indirectly.

Who signed the Form 4 for Advent International?

The Form 4 is signed by Neil Crawford, Vice President of Finance, on 08/12/2025.

Does the Form 4 include additional explanatory information about ownership?

Yes, the Form 4 references a footnote and incorporates Exhibit 99.1 for the text of footnote (1) describing indirect ownership.

Was the filing made by more than one reporting person?

Yes, the form indicates it was filed by more than one reporting person and lists both Advent International, L.P. and Advent International GP, LLC.