First Watch (NASDAQ: FWRG) CFO reports mandatory 3,878-share sell-to-cover trade

Rhea-AI Filing Summary

First Watch Restaurant Group CFO Hope H. Melville III reported a small, mandatory sale of 3,878 shares of common stock. The shares were sold on March 17, 2026 at a weighted average price of $12.52 per share to cover tax withholding on vested restricted stock units.

The sales were executed by a broker on behalf of multiple employees under the company’s policies and were not discretionary trades by the CFO. After these transactions, Melville directly holds 111,787 shares of First Watch common stock.

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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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^*

HOPE H MELVILLE III

(Last) (First) (Middle)

C/O FIRST WATCH RESTAURANT GROUP, INC.

8725 PENDERY PLACE, STE. 201

(Street)

BRADENTON FLORIDA 34201

(City) (State) (Zip)

UNITED STATES

(Country)

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		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and Treasurer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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

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

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

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	03/17/2026		S(1)		3,878	D	$12.52(2)	111,787	D

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

Explanation of Responses:

1. Represents the number of shares sold by Issuer on behalf of the reporting owner, which sale is mandatory pursuant to Issuer's policies to cover necessary tax withholding obligations in connection with the vesting of restricted stock units. Such sales do not represent a discretionary trade by the reporting owner.

2. The price reported in column 4 represents the weighted average price of the common stock sold by the broker on behalf of the employees of the Issuer as a result of mandatory sell to cover transactions associated with the vesting of restricted stock units. These shares were sold in multiple transactions at prices ranging from $11.98 to $12.70, inclusive. The proceeds of all such sales were allocated to the employees, including the reporting person, on a pro rata basis. The reporting person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

Remarks:

	/s/ Jay Wolszczak, as attorney-in-fact	03/19/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did First Watch (FWRG) CFO Hope H. Melville III report?

The CFO reported a mandatory sale of 3,878 First Watch shares. The shares were sold on March 17, 2026 at a weighted average price of $12.52 to cover tax withholding from restricted stock unit vesting, rather than as a discretionary open-market trade.

Was the First Watch (FWRG) CFO’s 3,878-share sale a discretionary trade?

No, the 3,878-share sale was not discretionary. It was executed under company policies as a mandatory “sell to cover” transaction to satisfy tax withholding obligations tied to restricted stock unit vesting, rather than a voluntary decision to sell shares in the market.

What price did the First Watch (FWRG) CFO’s shares sell for in the latest Form 4?

The reported price is a weighted average of $12.52 per share. The broker sold multiple lots between $11.98 and $12.70 on behalf of several employees, then allocated the combined proceeds to participants, including the CFO, on a pro rata basis.

How many First Watch (FWRG) shares does the CFO hold after the reported sale?

After the tax-related sale, the CFO directly holds 111,787 shares of First Watch common stock. This indicates the transaction affected only a small portion of the overall position, with the executive retaining a substantial remaining equity stake in the company.

Why did the First Watch (FWRG) Form 4 use a sale code for a tax withholding event?

The transaction is coded as a sale because shares were sold into the market. However, the footnotes explain the sale was mandatory under company policy to cover tax withholding on restricted stock unit vesting, distinguishing it from a discretionary open-market liquidation.