Advent entities disclose shared voting power over 24.1% of First Watch

Rhea-AI Filing Summary

First Watch Restaurant Group, Inc. is the subject of a Schedule 13G/A filed by a group of Advent International-related entities reporting collective beneficial ownership of 14,689,784 shares of the issuer's common stock. That stake represents 24.1% of the class based on 61,023,971 shares outstanding as reported by the issuer. The reporting persons include Advent International, L.P.; Advent International GP, LLC; Advent International GPE VIII, LLC; GPE VIII GP S.a.r.l.; GPE VIII GP Limited Partnership; and AP GPE VIII GP Limited Partnership.

The filing shows no sole voting or dispositive power for the reporting persons (sole power = 0) and reports the aggregate amounts as shared voting and shared dispositive power. Individual amounts disclosed include 10,071,581 shares (16.5%) attributed to GPE VIII GP S.a.r.l., 3,997,295 shares (6.6%) to GPE VIII GP Limited Partnership, and 620,908 shares (1.0%) to AP GPE VIII GP Limited Partnership.

Positive

• Material ownership disclosed: 14,689,784 shares representing 24.1% of the class
• Detailed breakdown by entity: includes 10,071,581 (16.5%), 3,997,295 (6.6%), and 620,908 (1.0%)
• Shared voting and dispositive power quantified: voting/dispositive figures are provided rather than aggregated without detail

Negative

• No sole voting or dispositive power: sole power reported as 0 for the reporting persons
• Filing contains no statements of intent or agreements: the document does not disclose any plans, transactions, or arrangements tied to the holdings
• Percent relies on issuer's reported outstanding share count: percent calculation references the issuer's stated outstanding shares

Insights

Financial Analyst

TL;DR A consortium of Advent entities reports a material 24.1% beneficial stake (14.69M shares) with only shared voting/dispositive power.

The Schedule 13G/A discloses a significant, concentrated ownership position by Advent-related entities amounting to 14,689,784 shares or 24.1% of the outstanding common stock. The filing is a plain ownership disclosure: it does not state any transactions, voting agreements, or change-of-control intentions. Reported sole voting and dispositive power are zero, while shared voting/dispositive power equals the aggregate holdings. For investors, the key takeaway is the material size of the stake and the allocation across named Advent entities; the filing provides no additional operational or transactional detail.

Corporate Governance Expert

TL;DR Advent-related entities hold a material minority position (24.1%) and report shared—not sole—authority over those shares.

The disclosure identifies the specific Advent entities holding the position and quantifies holdings by entity (notably 10,071,581 shares by GPE VIII GP S.a.r.l.). The statement clarifies the governance profile: sole voting/dispositive power is reported as zero, with the reported influence reflected through shared voting and dispositive power. The filing does not describe any agreements, board representation, or planned actions tied to this ownership, limiting conclusions about governance outcomes from the disclosure alone.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

First Watch Restaurant Group, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

33748L101

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 33748L101

1

Names of Reporting Persons

ADVENT INTERNATIONAL, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 14,689,784.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,689,784.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,689,784.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

24.1 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The percent of class was calculated based on 61,023,971 shares of common stock, $0.01 par value per share ("Common Stock") outstanding as of August 1, 2025, as reported on the Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the "SEC") on August 5, 2025.

SCHEDULE 13G

CUSIP No. 33748L101

1

Names of Reporting Persons

ADVENT INTERNATIONAL GP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 14,689,784.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,689,784.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,689,784.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

24.1 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The percent of class was calculated based on 61,023,971 shares of Common Stock outstanding as of August 1, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on August 5, 2025.

SCHEDULE 13G

CUSIP No. 33748L101

1

Names of Reporting Persons

Advent International GPE VIII, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 14,689,784.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 14,689,784.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,689,784.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

24.1 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The percent of class was calculated based on 61,023,971 shares of Common Stock outstanding as of August 1, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on August 5, 2025.

SCHEDULE 13G

CUSIP No. 33748L101

1

Names of Reporting Persons

GPE VIII GP S.a.r.l.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 10,071,581.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,071,581.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,071,581.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

16.5 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: The percent of class was calculated based on 61,023,971 shares of Common Stock outstanding as of August 1, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on August 5, 2025.

SCHEDULE 13G

CUSIP No. 33748L101

1

Names of Reporting Persons

GPE VIII GP Limited Partnership

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,997,295.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,997,295.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,997,295.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.6 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The percent of class was calculated based on 61,023,971 shares of Common Stock outstanding as of August 1, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on August 5, 2025.

SCHEDULE 13G

CUSIP No. 33748L101

1

Names of Reporting Persons

AP GPE VIII GP Limited Partnership

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 620,908.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 620,908.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

620,908.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The percent of class was calculated based on 61,023,971 shares of Common Stock outstanding as of August 1, 2025, as reported on the Form 10-Q filed by the Issuer with the SEC on August 5, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: First Watch Restaurant Group, Inc.
(b)	Address of issuer's principal executive offices: 8725 Pendery Place, Suite 201, Bradenton, Florida, 34201
Item 2.
(a)	Name of person filing: This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": (i) Advent International, L.P. (f/k/a Advent International Corporation) a Delaware limited partnership ("International LP") (ii) Advent International GP, LLC, a Delaware limited liability company ("International GP LLC") (iii) Advent International GPE VIII, LLC, a Delaware limited liability company ("International GPE VIII, LLC") (iv) GPE VIII GP S.a.r.l., a Luxembourg Societe a responsabilite limitee ("GP Sarl") (v) GPE VIII GP Limited Partnership, a Cayman Islands limited partnership ("VIII GP LP") (vi) AP GPE VIII GP Limited Partnership, a Delaware limited partnership ("AP GP")
(b)	Address or principal business office or, if none, residence: Prudential Tower, 800 Boylston Street, Suite 3300 Boston, Massachusetts 02199-8069.
(c)	Citizenship: See responses to Item 4 on each cover page.
(d)	Title of class of securities: Common Stock, $0.01 par value per share
(e)	CUSIP No.: 33748L101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See responses to Item 9 on each cover page. The reported securities are directly held by the following: * GP Sarl is the general partner of Advent International GPE VIII Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-B-1 Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-B-2 Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-B-3 Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-B Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-C Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-D Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-F Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-H Limited Partnership, a Delaware limited partnership; Advent International GPE VIII-I Limited Partnership, a Delaware limited partnership; and Advent International GPE VIII-J Limited Partnership, a Delaware limited partnership (collectively, the "Advent VIII Luxembourg Funds"); * VIII GP LP is the general partner of Advent International GPE VIII-A Limited Partnership, a Cayman Islands limited partnership; Advent International GPE VIII-E Limited Partnership, a Cayman Islands limited partnership; Advent International GPE VIII-G Limited Partnership, a Cayman Islands limited partnership; Advent International GPE VIII-K Limited Partnership, a Cayman Islands limited partnership; and Advent International GPE VIII-L Limited Partnership, a Cayman Islands limited partnership (collectively, the "Advent VIII Cayman Funds"); and * AP GP is the general partner of Advent Partners GPE VIII Limited Partnership, a Delaware limited partnership; Advent Partners GPE VIII Cayman Limited Partnership, a Cayman Islands limited partnership; Advent Partners GPE VIII-A Limited Partnership, a Delaware limited partnership; Advent Partners GPE VIII-A Cayman Limited Partnership, a Cayman Islands limited partnership; and Advent Partners GPE VIII-B Cayman Limited Partnership, a Cayman Islands limited partnership (collectively, the "Advent VIII Partners Funds"). International GP LLC is the general partner of International LP, and International LP is the manager of International GPE VIII, LLC. Each of International LP and International GP LLC may be deemed to have voting and dispositive power over the shares directly held by the Advent VIII Luxembourg Funds, the Advent VIII Cayman Funds and the Advent VIII Partners Funds. International GPE VIII, LLC is the manager of GP Sarl and the general partner of each of VIII GP LP and AP GP. Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement shall not be construed as an admission that any of the Reporting Persons are, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this statement, and such beneficial ownership is expressly disclaimed by the Reporting Persons.
(b)	Percent of class: See responses to Item 11 on each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ADVENT INTERNATIONAL, L.P.

Signature:	/s/ Neil Crawford
Name/Title:	Neil Crawford / Vice President of Finance
Date:	08/12/2025

ADVENT INTERNATIONAL GP, LLC

Signature:	/s/ Neil Crawford
Name/Title:	Neil Crawford / Vice President of Finance
Date:	08/12/2025

Advent International GPE VIII, LLC

Signature:	/s/ Justin Nuccio
Name/Title:	Justin Nuccio / Manager
Date:	08/12/2025

GPE VIII GP S.a.r.l.

Signature:	/s/ Justin Nuccio
Name/Title:	Justin Nuccio / Manager
Date:	08/12/2025

GPE VIII GP Limited Partnership

Signature:	/s/ Neil Crawford
Name/Title:	Neil Crawford / Vice President of Finance
Date:	08/12/2025

AP GPE VIII GP Limited Partnership

Signature:	/s/ Neil Crawford
Name/Title:	Neil Crawford / Vice President of Finance
Date:	08/12/2025

Exhibit Information

https://www.sec.gov/Archives/edgar/data/1034196/000114036124007952/ef20021611_ex99-1.htm

FAQ

How many First Watch (FWRG) shares does Advent beneficially own?

14,689,784 shares, representing 24.1% of the class as reported in the filing.

Which Advent entity holds the largest First Watch position?

GPE VIII GP S.a.r.l. is reported to hold 10,071,581 shares (16.5%) of the common stock.

Does any reporting person have sole voting or dispositive power over these shares?

No. The filing reports 0 sole voting power and 0 sole dispositive power; the powers are reported as shared.

What class of securities is covered in the filing?

Common Stock, $0.01 par value per share of First Watch Restaurant Group, Inc.

On what basis was the percent of the class calculated?

The percent was calculated using 61,023,971 shares outstanding as reported by the issuer in its disclosure referenced in the filing.