FWRG on Nasdaq

First Watch Restaurant Group, Inc.

In its 2026 annual report the company says: “First Watch Restaurant Group, Inc. is a Delaware holding company. Our focus on one daytime shift enables us to optimize restaurant operations while generating an average unit volume of $2.3 million per restaurant in 2025 in only 7.5 hours per day.”4 It is headquartered in Bradenton, Florida.1 Its shares trade on Nasdaq under the symbol FWRG.1

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Last updated Oct 21, 2026.

Overview

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  • TickerFWRG on Nasdaq1
  • IndustryRetail-Eating Places1
  • HeadquartersBradenton, Florida1
  • Incorporated inDE2
  • Business address8725 Pendery Place, Suite 201, Bradenton, Fl 342012
  • Filer categoryLarge accelerated filer2

First Watch Restaurant Group, Inc. is a Delaware holding company. Unless the context otherwise requires, “we,” “us,” “our,” “First Watch,” the “Company,” “Management” and other similar references refer to First Watch Restaurant Group, Inc. and, unless otherwise stated, all of its subsidiaries.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

2.3%Operating margin5
1.6%Net margin5
20.3%Revenue growth, 20255
3.1%Return on equity5
-$31.0MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

In-Restaurant Dining Sales brought in 80% of the revenue First Watch Restaurant Group, Inc. broke down this way in fiscal 2025.

  1. In-Restaurant Dining Sales$982.3M580%up 18% from 2024
  2. Third-Party Delivery Sales$142.3M512%up 46% from 2024
  3. Take-Out Sales$87.6M57%up 12% from 2024
  4. Franchise$10.3M51%down 11% from 2024
  5. Royalty And System Fund Contributions$9.7M51%down 11% from 2024
  6. Business Combinations - Revenues Recognized$398.0K50%down 4% from 2024
  7. Initial Fees$225.0K50%down 19% from 2024
Products and services by year
Products and services202320242025
In-Restaurant Dining Sales$717.0M$829.0M$982.3M
Third-Party Delivery Sales$91.4M$97.4M$142.3M
Take-Out Sales$68.7M$77.9M$87.6M
Franchise$14.5M$11.6M$10.3M
Royalty And System Fund Contributions$13.5M$10.9M$9.7M
Business Combinations - Revenues Recognized$607.0K$413.0K$398.0K
Initial Fees$388.0K$278.0K$225.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs98¢$1.2B
  • Income tax1¢$7.3M
  • Profit2¢$19.4M

Out of $1.2B in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Capital spending100¢$156.9M

Out of $125.9M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.5

Financial statements

Revenue67895$1.2B in 2025+180% since 2019
0$500.0M$1.0B$1.5B2019: $436.4M$436.4M20192020: $342.4M$342.4M2020−22%2021: $601.2M$601.2M2021+76%2022: $730.2M$730.2M2022+21%2023: $891.6M$891.6M2023+22%2024: $1.0B$1.0B2024+14%2025: $1.2B$1.2B2025+20%
Operating income67895$27.5M in 2025
-$50.0M-$25.0M0$25.0M$50.0M2019: -$37.6M-$37.6M20192020: -$47.2M-$47.2M2020+26%2021: $22.2M$22.2M20212022: $16.9M$16.9M2022−24%2023: $41.3M$41.3M2023+144%2024: $38.9M$38.9M2024−6%2025: $27.5M$27.5M2025−29%
Net income67895$19.4M in 2025
-$60.0M-$40.0M-$20.0M0$20.0M$40.0M2019: -$45.4M-$45.4M20192020: -$49.7M-$49.7M2020+9%2021: -$2.1M-$2.1M2021−96%2022: $6.9M$6.9M20222023: $25.4M$25.4M2023+268%2024: $18.9M$18.9M2024−25%2025: $19.4M$19.4M2025+3%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Total revenues$1.2B$1.0B$891.6M
Food and beverage costs$280.1M$223.1M$197.4M
Labor and other related expenses$405.5M$335.0M$294.0M
Other restaurant operating expenses$188.7M$152.0M$134.5M
Occupancy expenses$100.8M$82.7M$68.4M
Pre-opening expenses$12.9M$10.1M$7.2M
General and administrative expenses$128.9M$113.3M$103.1M
Depreciation and amortization$75.0M$57.7M$41.2M
Impairments and loss on disposal of assets$448.0K$525.0K$1.4M
Transaction expenses, net$2.5M$2.6M$3.1M
Total operating costs and expenses$1.2B$977.0M$850.3M
Income from operations$27.5M$38.9M$41.3M
Interest expense-$16.7M-$12.6M-$8.1M
Other income, net$1.3M$1.8M$2.9M
Income before income taxes$12.1M$28.0M$36.1M
Income tax benefit (expense)$7.3M-$9.1M-$10.7M
Net income$19.4M$18.9M$25.4M
Unrealized (loss) gain on derivatives-$869.0K$301.0K-$889.0K
Income tax related to other comprehensive (loss) income$215.0K-$75.0K$222.0K
Other comprehensive (loss) income-$654.0K$226.0K-$667.0K
Comprehensive income$18.8M$19.2M$24.7M
Net income (loss) per common share - basic (in dollars per share)$0.32$0.31$0.43
Net income (loss) per common share - diluted (in dollars per share)$0.31$0.30$0.41
Weighted average common shares outstanding - basic (in shares)61.0M shares60.4M shares59.5M shares
Weighted average common shares outstanding - diluted (in shares)62.8M shares62.4M shares61.2M shares

Compare First Watch Restaurant Group, Inc. with another company

Corporate structure

First Watch Restaurant Group, Inc. sits at the top of its group. 10 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of First Watch Restaurant Group, Inc.

  • Manulife Financial Filed SCHEDULE 13G/A on First Watch Restaurant Group, Inc., latest Aug 14, 2026
  • INTEGRATED CORE STRATEGIES (US) LLC Filed SCHEDULE 13G/A on First Watch Restaurant Group, Inc., latest Jul 21, 2026 (2 filings since Mar 31, 2026)
  • DIMENSIONAL FUND ADVISORS LP Filed SCHEDULE 13G/A on First Watch Restaurant Group, Inc., latest Jul 14, 2026 (2 filings since Apr 9, 2026)
  • Neuberger Berman Filed SCHEDULE 13G/A on First Watch Restaurant Group, Inc., latest Jun 4, 2026 (2 filings since Feb 5, 2026)
  • The Bank of New York Mellon Filed SCHEDULE 13G on First Watch Restaurant Group, Inc., latest Apr 28, 2026
  • BlackRock Filed SCHEDULE 13G/A on First Watch Restaurant Group, Inc., latest Apr 27, 2026 (2 filings since Oct 17, 2025)
  • FMR LLC Filed SCHEDULE 13G/A on First Watch Restaurant Group, Inc., latest Apr 7, 2026 (3 filings since Feb 5, 2026)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on First Watch Restaurant Group, Inc., latest Mar 26, 2026 (2 filings since Jan 30, 2026)
  • ADVENT INTERNATIONAL, L.P. Filed SCHEDULE 13G/A on First Watch Restaurant Group, Inc., latest Nov 12, 2025 (6 filings since Feb 14, 2022)
  • First Watch Restaurant Group, Inc. Bradenton, Florida
    • AI Fresh Parent, Inc. Subsidiary · Delaware, United States
    • First Watch E&I Restaurant Group, LLC Subsidiary · Delaware, United States
    • First Watch Franchise Development Co. Subsidiary · Delaware, United States
    • First Watch Restaurants Texas, LLC Subsidiary · Delaware, United States
    • First Watch Restaurants, Inc. (d/b/a First Watch) Subsidiary · Florida, United States
    • First Watch Texas Holding, LLC Subsidiary · Delaware, United States
    • FWR Holding Corporation Subsidiary · Delaware, United States
    • Good Egg Restaurants, LLC Subsidiary · Arizona, United States
    • TFW-NC, LLC Subsidiary · North Carolina, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What First Watch Restaurant Group, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Construction in progress$36.1M5 Dec 28, 2025$34.8M5 Dec 29, 2024+3.9%
Finance-lease assets$10.7M5 Dec 28, 2025$2.7M5 Dec 29, 2024+293.9%
Operating-lease assets (leased space)$614.5M5 Dec 28, 2025$527.7M5 Dec 29, 2024+16.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$21.2M5 Dec 28, 2025$33.3M5 Dec 29, 2024−36.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$420.2M5 Dec 28, 2025$398.6M5 Dec 29, 2024+5.4%
Intangible assets, net (excluding goodwill)$174.9M5 Dec 28, 2025$167.6M5 Dec 29, 2024+4.4%
Accumulated amortization$20.9M5 Dec 28, 2025$12.4M5 Dec 29, 2024+68.7%

Inventory

ItemLatestA year beforeChange
Inventory, total$7.2M5 Dec 28, 2025$6.1M5 Dec 29, 2024+17.3%

Properties, in its own words

We lease all our company-owned restaurant locations and our corporate headquarters. As of December 28, 2025, we had 560 company-owned restaurants and 73 franchise-owned restaurants located in 32 states, including a large presence in Florida, Texas, Ohio, North Carolina and Arizona. As of December 28, 2025, company-owned and franchise-owned restaurants by jurisdiction were:

State · Company-owned · Franchise-owned · Total

The rest of Item 2

Alabama · 9 · — · 9

Arizona · 35 · — · 35

Arkansas · — · 3 · 3

Colorado · 19 · — · 19

Delaware · 6 · — · 6

Florida · 141 · — · 141

Georgia · 25 · — · 25

Idaho · — · 2 · 2

Illinois · 11 · — · 11

Indiana · 8 · 1 · 9

Kansas · 12 · — · 12

Kentucky · 2 · 17 · 19

Louisiana · — · 1 · 1

Maryland · 17 · — · 17

Massachusetts · 1 · — · 1

Michigan · 11 · — · 11

Mississippi · — · 1 · 1

Missouri · 23 · 4 · 27

Nebraska · 7 · — · 7

Nevada · 2 · — · 2

New Jersey · 10 · — · 10

North Carolina · 36 · 2 · 38

Ohio · 48 · — · 48

Oklahoma · 2 · — · 2

Pennsylvania · 21 · — · 21

South Carolina · 13 · — · 13

Tennessee · 17 · 10 · 27

Texas · 48 · 24 · 72

Utah · — · 3 · 3

Virginia · 30 · 4 · 34

West Virginia · — · 1 · 1

Wisconsin · 6 · — · 6

TOTAL · 560 · 73 · 633

Item 2 of the 10-K filed Feb 24, 2026.4

Leadership

Who has led First Watch Restaurant Group, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (20)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • AI Fresh Parent, Inc. Delaware3
  • FWR Holding Corporation Delaware3
  • First Watch E&I Restaurant Group, LLC Delaware3
  • First Watch Franchise Development Co. Delaware3
  • First Watch Restaurants Texas, LLC Delaware3
  • First Watch Restaurants, Inc. (d/b/a First Watch) Florida3
  • First Watch Texas Holding, LLC Delaware3
  • Good Egg Restaurants, LLC Arizona3
  • TFW-NC, LLC North Carolina3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 4, 20268-K Results of operations; Regulation FD disclosure34
  2. Aug 4, 20268-K Regulation FD disclosure35
  3. Jul 31, 20268-K Shareholder vote36
  4. Jun 8, 20268-K Executive or director change37
  5. May 21, 20268-K Shareholder vote38
  6. May 5, 20268-K Results of operations; Regulation FD disclosure39
  7. Mar 27, 20268-K Executive or director change40
  8. Feb 24, 20268-K Results of operations; Executive or director change; Regulation FD disclosure41
  9. Feb 24, 20268-K Results of operations; Regulation FD disclosure42
  10. Jan 12, 20268-K Results of operations43
  11. Dec 29, 20258-K Executive or director change44
  12. Nov 7, 20258-K Other events45
  13. Oct 1, 2021New chief executive Christopher Anthony Tomasso becomes CEO12

Calendar

Coming up

  1. Nov 3, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported $0.05 a share, on Nov 4, 2025.46

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results34
  2. May 5, 2026Reported quarterly or annual results39
  3. Feb 24, 2026Reported quarterly or annual results41
  4. Feb 24, 2026Reported quarterly or annual results42
  5. Jan 12, 2026Reported quarterly or annual results43
  6. Nov 4, 2025Reported quarterly or annual results47
  7. Aug 5, 2025Reported quarterly or annual results48
  8. May 6, 2025Reported quarterly or annual results49

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

357 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 66 major events, 183 insider forms, 21 large holders, 67 other. The latest 20:

  1. Aug 14, 2026SCHEDULE 13G/A EDGAR
  2. Aug 4, 20268-K EDGAR
  3. Aug 4, 202610-Q EDGAR
  4. Aug 4, 20268-K EDGAR
  5. Jul 31, 20268-K/A EDGAR
  6. Jul 21, 2026SCHEDULE 13G/A EDGAR
  7. Jul 14, 2026SCHEDULE 13G/A EDGAR
  8. Jun 10, 20264 EDGAR
  9. Jun 10, 20263 EDGAR
  10. Jun 8, 20268-K EDGAR
  11. Jun 4, 2026SCHEDULE 13G/A EDGAR
  12. May 22, 20264 EDGAR
  13. May 22, 20264 EDGAR
  14. May 22, 20264 EDGAR
  15. May 22, 20264 EDGAR
  16. May 22, 20264 EDGAR
  17. May 22, 20264 EDGAR
  18. May 22, 20264 EDGAR
  19. May 22, 20264 EDGAR
  20. May 21, 20268-K EDGAR

The 357 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

84 open-market trades by officers, directors and large owners since October 2021: 5 buys and 79 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 17, 2026Eisenacher MatthewChief Brand OfficerSale2,760$12.52$34.6KForm 4
Mar 17, 2026Jones John DanielChief Operations OfficerSale1,697$12.52$21.2KForm 4
Mar 17, 2026Hartman Eric RichardChief Development OfficerSale1,819$12.52$22.8KForm 4
Mar 17, 2026Tomasso Christopher AnthonyPresident and CEOSale25,062$12.52$313.8KForm 4
Mar 17, 2026Sorensen Laura AnneChief People OfficerSale1,697$12.52$21.2KForm 4
Mar 17, 2026HOPE H MELVILLE IIICFO and TreasurerSale3,878$12.52$48.6KForm 4
Mar 17, 2026Wolszczak Jay AnthonyChief Legal Officer, GC & SecySale3,161$12.52$39.6KForm 4
Mar 10, 2026Tomasso Christopher AnthonyPresident and CEOSale33,314$12.59$419.4KForm 4
Mar 10, 2026Hartman Eric RichardChief Development OfficerSale4,820$12.59$60.7KForm 4
Mar 10, 2026HOPE H MELVILLE IIICFO and TreasurerSale7,358$12.59$92.6KForm 4
Mar 10, 2026Wolszczak Jay AnthonyChief Legal Officer, GC & SecySale6,998$12.59$88.1KForm 4
Mar 10, 2026Jones John DanielChief Operations OfficerSale4,600$12.59$57.9KForm 4
Mar 10, 2026Eisenacher MatthewChief Brand OfficerSale6,070$12.59$76.4KForm 4
Mar 10, 2026Sorensen Laura AnneChief People OfficerSale4,732$12.59$59.6KForm 4
Jan 22, 2026Kussell William ADirectorSale6,165$17.00$104.8KForm 4
Dec 9, 2025Kussell William ADirectorSale6,165$17.00$104.8KForm 4
Sep 8, 2025ADVENT INTERNATIONAL GP, LLC10% ownerSale4,400,000$17.67$77.7MForm 4
Aug 13, 2025Tomasso Christopher AnthonyPresident and CEOSale100,000$18.00$1.8MForm 4
Aug 8, 2025ADVENT INTERNATIONAL GP, LLC10% ownerSale5,000,000$17.70$88.5MForm 4
Jun 3, 2025ADVENT INTERNATIONAL, L.P.10% ownerSale4,500,000$14.70$66.2MForm 4

All 84 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Chris Tomasso,55$932.8K$11.5M59
2025Jay Wolszczak,57$474.4K$3.5M59
2025Eric Hartman,53$448.9K$3.2M59
2025Laura Sorensen,53$448.2K$3.1M59
2025Mel Hope,$459.7K$1.6M59
2024President and Chief Executive Officer$905.6K$4.9M59
2024Chief Financial Officer and Treasurer$446.3K$1.6M59
2024Chief Legal OfficerGeneral Counsel$460.6K$1.4M59
2023President and Chief Executive Officer$892.4K$4.9M59
2023Chief Financial Officer and Treasurer$439.8K$1.8M59
2023and Secretary$453.9K$1.4M59

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.4,534,132$58.4M0.0%+462,387
Manufacturers Life Insurance Company, The3,823,982$49.3M0.0%+466,032
Bank of New York Mellon Corp3,719,038$47.9M0.0%−238,659
Dimensional Fund Advisors LP2,596,946$33.5M0.0%−487,940
Vanguard Capital Management LLC2,453,594$31.6M0.0%+51,206
Millennium Management LLC2,192,811$28.3M0.0%−1,039,436
Neuberger Berman Group LLC2,069,037$26.7M0.0%−1,505,281
Stephens Investment Management Group LLC1,953,921$25.2M0.3%+294,122
Hodges Capital Management Inc.1,592,384$20.5M1.4%+110,607
Emerald Advisers, LLC1,526,759$19.7M0.5%+579,649
Bwcp, LP1,502,614$19.4M2.8%+144,541
Penn Capital Management Company, LLC1,472,751$19.0M1.2%+331,594
Geode Capital Management, LLC1,444,283$18.6M0.0%+138,731
State Street Corp1,404,572$18.1M0.0%+211,223
Granahan Investment Management, LLC1,363,852$17.6M0.6%+275,815
Riverbridge Partners LLC1,348,632$17.4M0.5%−743,068
Balyasny Asset Management L.P.1,211,627$15.6M0.0%+930,650
Bank Of America Corp /de/1,069,289$13.8M0.0%+16,863
Qube Research & Technologies Ltd981,955$12.7M0.0%+493,165
Paralel Advisors LLC900,000$11.6M0.4%No change
Lazard Asset Management LLC846,050$10.9M0.0%−934,789
Emerald Mutual Fund Advisers Trust823,954$10.6M0.4%+254,536
Nomura Holdings Inc820,809$10.6M0.0%+438,147
Woodline Partners LP816,586$10.5M0.0%New
New York State Common Retirement Fund779,810$10.1M0.0%+73,672

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

5 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Apr 6, 2026Josh GottheimerDemocratic, HouseBuy$1,001 - $15,000−8.3%Report
Mar 5, 2026Josh GottheimerDemocratic, HouseSale$1,001 - $15,000+18.0%Report
Nov 26, 2025Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$1,001 - $15,000−46.6%Report
May 15, 2025Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$1,001 - $15,000−58.2%Report
Aug 6, 2024Josh GottheimerDemocratic, HouseBuy$1,001 - $15,000−69.9%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How First Watch Restaurant Group, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFirst Watch Restaurant Group, Inc.1
  • CIK0001789940
  • Employer ID (EIN)82-42713694
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 281
  • Industry code (SIC)5812 Retail-Eating Places1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address8725 Pendery Place, Suite 201, Bradenton, FL 342011
  • Phone941-907-98001
  • Shares outstanding61,712,435 as of Jul 31, 202611
  • Public float$733.4M as of Jun 29, 20254
  • AuditorPricewaterhouseCoopers LLP, Tampa, Florida PCAOB ID 238; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceJan 8, 20201
  • Filings379 in all: 4 (155), 8-K (61), 3 (27), 144 (23), 10-Q (15), SCHEDULE 13G/A (11), CORRESP (7), SCHEDULE 13G (7)1
    All 32 form types

    UPLOAD (7), 424B3 (6), FWP (6), 10-K (5), 8-K/A (5), DEF 14A (5), DEFA14A (5), DRSLTR (5), ARS (4), DRS/A (4), EFFECT (3), 424B4 (2), DRS (2), S-1 (2), S-8 (2), SC 13G/A (2), 5 (1), 8-A12B (1), CERT (1), PRE 14A (1), S-1/A (1), S-3 (1), S-3ASR (1), SC 13G (1)

  • Latest filingsAnnual report (10-K) Feb 24, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Apr 8, 2026
    Latest 8-K (8-K) Aug 4, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 par valueFWRGThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 24, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks First Watch Restaurant Group, Inc. names in Item 1A of its 10-K filed Feb 24, 2026: 47 risks under these headings, as written.4

  • Risks Related to Our Business and Industry
  • Risks Related to Information Technology and Intellectual Property
  • Risks Related to Employees and the Workforce
  • Legal and Regulatory Risks
  • Risks Related to Accounting and Financial Reporting Matters
  • Risks Related to Our Indebtedness
  • Risks Related to Our Company and Organizational Structure
  • Risks Related to Ownership of Our Common Stock
  • General Risk Factors
  • We are vulnerable to changes in economic conditions and consumer preferences that could have a material adverse effect on our business, financial condition and results of operations.
  • An important aspect of our growth strategy involves opening new restaurants in existing and new markets. We may be unsuccessful in opening new restaurants or establishing new markets and our new restaurants may not perform as well as anticipated which could have a material adverse effect on our business, financial condition and results of operations.
  • Our failure to manage our growth effectively could harm our business and results of operations.
The other 44 risks
  • Opening new restaurants in existing markets may adversely impact sales at our and our franchisees’ existing restaurants.
  • A decline in visitors to any of the retail centers, lifestyle centers, or entertainment centers where our restaurants are located could adversely affect our restaurant sales.
  • Our same-restaurant sales growth and same-restaurant traffic growth may be lower than we expect in future periods.
  • Our marketing programs and our limited-time menu offerings may not be successful and could fail to meet expectations, and our new menu items, advertising campaigns and restaurant designs and remodels may not generate increased sales or profits.
  • Changes in the cost of food could have a material adverse effect on our business, financial condition and results of operations.
  • New restaurants may not be profitable or may close, and the performance of our restaurants that we have experienced in the past may not be indicative of future results.
  • We face significant competition for customers, and our inability to compete effectively may affect our traffic, our sales and our operating profit margins, which could have a material adverse effect on our business, financial condition and results of operations.
  • Food safety and food-borne illness concerns may have an adverse effect on our business by decreasing sales and increasing costs.
  • The financial performance of our franchisees can have a material adverse effect on our business, financial condition and results of operations.
  • We have limited control with respect to the operations of our franchisees, which could have a material adverse effect on our business, financial condition and results of operations.
  • If we are unable to maintain good relationships with our franchisees due to conflicts of interest or otherwise, revenues could decrease and we may be unable to expand our presence in certain markets.
  • We have a limited number of suppliers and distributors for several of our frequently used ingredients. If our suppliers or distributors are unable to fulfill their obligations under our arrangements with them, we could encounter supply shortages and incur higher costs.
  • Our system-wide restaurant base is geographically concentrated in the southeast portion of the United States, and we could be adversely affected by conditions specific to that region.
  • Damage to our reputation and negative publicity could have a material adverse effect on our business, financial condition and results of operations.
  • Our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media or artificial intelligence could have a material adverse effect on our business, financial condition and results of operations.
  • Information technology system failures or breaches of our network security could interrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
  • Failure to comply with federal and state laws and regulations relating to privacy, data protection, advertising and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection, advertising and consumer protection, could have a material adverse effect on our business, financial condition and results of operations.
  • We face potential liability with our gift cards under the property laws of some states.
  • The failure to enforce and maintain our trademarks and protect our other intellectual property could have a material adverse effect on our business, including our ability to establish and maintain brand awareness.
  • Litigation with respect to intellectual property assets, if decided against us, may result in competing uses or require adoption of new, non-infringing intellectual property, which may in turn adversely affect sales and revenues.
  • Our inability to identify qualified individuals for our workforce could slow our growth and adversely impact our ability to operate our restaurants.
  • Failure to maintain our corporate culture as we grow could have a material adverse effect on our business, financial condition and results of operations.
  • Unionization activities may disrupt our operations and increase our costs.
  • Our sustainability activities, including environmental, social and governance matters, could result in reputational risks, increased costs and other risks.
  • Matters relating to employment and labor law could have a material adverse effect on our business, financial condition and results of operations.
  • Restaurant companies have been the target of class action lawsuits and other proceedings alleging violations of workplace and employment laws. Proceedings of this nature are costly, divert management attention and, if successful, could result in our payment of substantial damages or settlement costs.
  • We could be party to litigation that could distract management, increase our expenses or subject us to material monetary damages or other remedies.
  • If we and our franchisees face labor shortages or increased labor costs or health care costs, it could have a material adverse effect on our business, financial condition and results of operations.
  • We are exposed to risks associated with leasing property subject to long-term and non-cancelable leases and may be unable to renew leases at the end of their terms.
  • Changes in tax laws, and unanticipated tax liabilities and realization of deferred tax assets could adversely affect our results of operations.
  • We are subject to many federal, state and local laws with which compliance is both costly and complex.
  • An impairment in the carrying value of our goodwill or indefinite-lived intangible assets or changes to estimates related to our long-lived and definite-lived assets could have a material adverse effect on our financial condition and results of operations.
  • If we fail to maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations, which, in turn, could adversely impact the market value of our common stock.
  • Changes in accounting principles applicable to us could have a material adverse effect on our financial condition and results of operations.
  • Our level of indebtedness could have a material adverse effect on our business, financial condition and results of operations.
  • The failure to comply with the covenants under our Credit Agreement or volatility in the credit and capital markets could have a material adverse effect on our financial condition.
  • First Watch Restaurant Group, Inc. is a holding company with no operations and relies on its operating subsidiaries to provide it with funds necessary to meet its financial obligations.
  • Delaware law and our organizational documents, as well as our existing and future debt agreements, may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.
  • Future offerings of debt or equity securities by us may have a material adverse effect on the market price of our common stock.
  • We do not anticipate paying any dividends on our common stock in the foreseeable future.
  • Our quarterly results of operations may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.
  • The future issuance of additional common stock in connection with the First Watch Restaurant Group, Inc. 2021 Equity Incentive Plan (the “2021 Equity Plan”) and the First Watch Restaurant Group, Inc. 2017 Omnibus Equity Incentive Plan (the “2017 Equity Plan”) will dilute all other stockholdings.
  • We depend on our executive officers and certain other key employees, the loss of whom could have a material adverse effect on our business, financial condition and results of operations.
  • We might require additional capital to support business growth and this capital might not be available.

Legal proceedings

We are involved in various claims and legal actions that arise in the ordinary course of business. We do not believe that the ultimate resolution of any of these actions, individually or taken in the aggregate, will have a material adverse effect on our financial position, results of operations, liquidity or capital resources. A significant increase in the number of claims or an increase in amounts owing under successful claims could materially adversely affect our business, financial condition, results of operations and cash flows.

The opening of Item 3, Legal Proceedings.4

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