[S-8] First Watch Restaurant Group, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

First Watch Restaurant Group (FWRG) has filed a Form S-8 to register 3,596,056 additional common shares for issuance under its 2021 Equity Incentive Plan. The newly registered shares represent the automatic annual “ever-green” increases of 1,184,220, 1,197,834 and 1,214,002 shares that became available on 26-Dec-22, 1-Jan-24 and 30-Dec-24, respectively. Annual increases are limited to the lesser of 2 % of outstanding shares, a Board-approved amount or 4,034,072 shares. The filing is purely administrative—no changes to plan terms, no financial results, and no material corporate events are disclosed. Standard Delaware indemnification provisions, exhibit list and signatures are included.

Positive

• Supports talent retention: refreshed share pool enables ongoing equity grants to employees in competitive labor market.

Negative

• Incremental dilution: registering 3.6 M new shares modestly increases potential dilution for existing shareholders.

Insights

Financial Analyst

TL;DR: Routine S-8 adds 3.6 M shares to equity plan; minor dilution, neutral earnings impact.

This filing simply refreshes the share reserve of FWRG’s 2021 Equity Incentive Plan. The added shares equate to roughly 2 % of outstanding stock per year, in line with typical restaurant-sector practices. While the ability to grant equity aids retention amid industry labor tightness, near-term financials and cash flow remain unaffected. Potential dilution is modest and already signaled through the plan’s evergreen clause, so market impact should be limited.

Corporate Governance Specialist

TL;DR: Filing maintains board-approved evergreen structure; governance framework unchanged.

The board continues to exercise its discretionary cap within the plan’s 4,034,072-share limit, demonstrating adherence to previously disclosed governance mechanics. Indemnification language and exhibit references mirror Delaware norms, and no amendments to charter or bylaws are introduced. Investors should view the action as standard course maintenance rather than a strategic shift.

As filed with the Securities and Exchange Commission on August 5, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S–8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

First Watch Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware						82-4271369
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

8725 Pendery Place, Suite 201, Bradenton, FL 34201

(Address, including zip code, of registrant’s principal executive offices)

First Watch Restaurant Group, Inc. 2021 Equity Incentive Plan

(Full Title of the Plan)

Jay Wolszczak, Esq.

Chief Legal Officer, General Counsel and Secretary

8725 Pendery Place, Suite 201

Bradenton, FL 34201

(941) 907-9800

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Lyuba Goltser

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8000 (Phone)

(212) 310-8007 (Fax)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

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 7(a)(2)(B) of the Securities Act. ☒

EXPLANATORY NOTE

This Registration Statement on Form S-8 registers additional shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), under the First Watch Restaurant Group, Inc. 2021 Equity Incentive Plan (the “2021 Plan”).

The number of shares of Common Stock reserved and available for issuance under the 2021 Plan is subject to an automatic annual increase on the Registrant’s first day of each fiscal year during the term of the 2021 Plan, commencing on December 26, 2022 and ending on (and including) December 30, 2030 of the lesser of (i) two percent (2%) of the number of shares of Common Stock outstanding as of the last day of the preceding fiscal year, (ii) the number of shares of Common Stock determined by the Board of Directors of the Registrant (the “Board”) and (iii) 4,034,072 shares of Common Stock.

On each of December 26, 2022, January 1, 2024 and December 30, 2024 the number of shares of Common Stock reserved and available for issuance under the 2021 Plan increased by 1,184,220, 1,197,834 and 1,214,002 shares respectively.

This Registration Statement on Form S-8 registers these additional 3,596,056 shares of Common Stock. The additional shares are of the same class as the other securities subject to the 2021 Plan for which the Registrant’s registration statement filed on Form S-8 on October 1, 2021 (Registration No. 333-259937) is effective. The information contained in the Registrant’s registration statement on Form S-8 (Registration No. 333-259937) is hereby incorporated by reference pursuant to General Instruction E.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 6.     Indemnification of Directors and Officers.

The Registrant is governed by the Delaware General Corporation Law, or DGCL. Section 145 of the DGCL, as amended, provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was or is an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the corporation’s best interest and, for criminal proceedings, had no reasonable cause to believe that such person’s conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

The Registrant’s amended and restated bylaws will authorize the indemnification of its officers and directors, consistent with Section 145 of the DGCL, as amended. The Registrant has entered into indemnification agreements with each of its executive officers and directors. These agreements, among other things, require the Registrant to indemnify each executive officer and director to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of the Registrant, arising out of the person’s services as a director or an executive officer.

Reference is made to Section 102(b)(7) of the DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director or officer for violations of the director’s fiduciary duty, except (i) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions, or (iv) for any transaction from which a director or officer derived an improper personal benefit. The Registrant’s amended and restated certificate of incorporation provides for such limitation of liability. The Registrant is also expressly authorized by its amended and restated bylaws to advance certain expenses (including attorneys’ fees) to its directors and officers and its amended and restated bylaws provide that the Registrant must indemnify its directors and officers to the fullest extent permitted by law.

The Registrant expects to maintain standard policies of insurance that provide coverage (i) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (ii) to the Registrant with respect to indemnification payments that it may make to such directors and officers.

Item 8.    Exhibits.

4.1			Amended and Restated Certificate of Incorporation of First Watch Restaurant Group, Inc. (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 6, 2021)
4.2			Certificate of Amendment of the Amended and Restated Certificate of Incorporation of First Watch Restaurant Group, Inc. (incorporated herein by reference to Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K for its fiscal year ended December 29, 2024)
4.3			Amended and Restated Bylaws of First Watch Restaurant Group, Inc. (incorporated herein by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on October 6, 2021)
4.4			Form of Certificate of Common Stock (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1, filed with the Commission on September 7, 2021 (Registration No. 333-259360))
4.5			First Watch Restaurant Group, Inc. 2021 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.9 of the Registrant’s Annual Report on Form 10-K for its fiscal year ended December 26, 2021)
5.1			Legal Opinion of Weil, Gotshal & Manges LLP
23.1			Consent of PricewaterhouseCoopers LLP
23.2			Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1)
24.1			Power of Attorney (included in the signature pages to this Registration Statement)
107			Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bradenton, State of Florida, on August 5, 2025.

FIRST WATCH RESTAURANT GROUP, INC.
By:			/s/ Christopher A. Tomasso
Name:			Christopher A. Tomasso
Title			President, Chief Executive Officer and Director

Each of the undersigned constitutes and appoints each of Christopher A. Tomasso, Mel Hope, Jay Wolszczak, and Jody Gale or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 5, 2025.

Signature						Title
/s/ Christopher A. Tomasso						President, Chief Executive Officer and Director (Principal Executive Officer)
Christopher A. Tomasso
/s/ Mel Hope						Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Mel Hope
/s/ Jay Wolszczak						General Counsel and Secretary
Jay Wolszczak
/s/ Jody Gale						SVP, Legal and Assistant Secretary
Jody Gale
/s/ Ralph Alvarez						Director and Chairman of the Board
Ralph Alvarez
/s/ Irene Chang Britt						Director
Irene Chang Britt
/s/ Michael Fleisher						Director
Michael Fleisher
/s/ Tricia Glynn						Director
Tricia Glynn
/s/ Charles Jemley						Director
Charles Jemley
/s/ William Kussell						Director
William Kussell
/s/ Stephanie Lilak						Director
Stephanie Lilak
/s/ David Paresky						Director
David Paresky
/s/ Jostein Solheim						Director
Jostein Solheim

FAQ

How many additional FWRG shares are being registered under the 2021 Equity Incentive Plan?

The Form S-8 registers 3,596,056 additional common shares.

What is the annual limit for FWRG's evergreen share increases?

Each fiscal year increase is limited to the lesser of 2 % of outstanding shares, a Board-set amount, or 4,034,072 shares.

Does the filing affect First Watch Restaurant Group's earnings or cash flow?

No. A Form S-8 is an administrative registration; it does not include financial results or alter cash flow.

Will the new shares cause dilution for current FWRG shareholders?

Yes, issuing the additional shares could create modest dilution, though the potential was previously disclosed in the plan.

Are there any changes to FWRG's corporate governance or bylaws in this filing?

No. The filing only registers shares and reiterates existing Delaware indemnification provisions.