What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-03-11 · 60 added, 60 removed, 122 unchanged (50% of the section changed)

2 unchanged sentences

We are responsible for establishing and maintaining disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures also include, without limitation, controls and procedures that are designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Due to the material weaknesses in our internal control over financial reporting discussed below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 29, 2024, our disclosure controls and procedures were not effective.

In light of this fact, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the consolidated financial statements for the periods covered by and included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Disclosure controls and procedures are also designed to ensure that information allowing for timely disclosure decisions is accumulated and communicated to Management, including the Chief Executive Officer and Chief Financial Officer, as appropriate.

Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 28, 2025, our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

Management has adopted the framework in “Internal Control-Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 29, 2024 based on the COSO framework, Management has determined that the Company’s internal control over financial reporting as of December 29, 2024 was not effective due to the material weaknesses discussed below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements may not be prevented or detected on a timely basis.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of our Management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 28, 2025 using the criteria described in “Internal Control-Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, Management concluded the Company’s internal control over financial reporting was effective as of December 28, 2025.

The effectiveness of our internal control over financial reporting as of December 28, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report included herein.

Remediation of Previously Identified Material Weaknesses in Internal Control Over Financial Reporting

As previously disclosed in our Annual Report on Form 10-K for the year ended December 29, 2024, and in subsequent quarterly reports, Management concluded that the following material weaknesses existed in our internal control over financial reporting:

– We did not design and maintain an effective internal control environment commensurate with the financial reporting requirements of a public company.

2 unchanged sentences

As a result, we did not perform an effective risk assessment nor did we design and maintain internal controls in response to the risks of material misstatement.

These material weaknesses contributed to additional material weaknesses as we did not design and maintain effective controls over the period-end financial reporting process, including controls over the preparation and review of account reconciliations and journal entries, and the appropriate classification and presentation of accounts and disclosures in the consolidated financial statements.

These material weaknesses resulted in adjustments to accruals and within the statement of cash flows in our fiscal 2018 consolidated financial statements, which were recorded prior to the issuance of our fiscal 2018 consolidated financial statements;

adjustments to the income tax benefit, deferred taxes, goodwill, and liabilities in our fiscal 2018 consolidated financial statements, which were recorded prior to issuance and in immaterial adjustments to the income tax benefit and deferred taxes and related disclosures in the fiscal 2017 and 2019 consolidated financial statements, which were corrected in the fiscal 2019 and 2020 consolidated financial statements, respectively.

Additionally, each of the aforementioned material weaknesses could result in a misstatement of the consolidated financial statements that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Our independent registered public accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting until we are no longer an “emerging growth company” as defined in the JOBS Act.

Remediation Efforts and Status of Remaining Material Weaknesses

We continue to implement measures designed to improve the Company’s internal control over financial reporting to address and remediate the previously identified material weaknesses.

To date, such measures include the following:

• Hired new and reassigned existing financial reporting, accounting, and information technology leadership with public company experience to enhance public company financial reporting, technical accounting, and information technology services and solutions.

• Augmented financial reporting capabilities by staffing professionals with knowledge and experience in income tax, internal audit, information technology, and legal.

• Established various policies, including a formal delegation of authority policy defining the protocols for reviewing and authorizing commitments, contracts, invoices, and transactions as well as an account reconciliation policy that provides the framework to ensure the performance of consistent procedures in reconciling general ledger balances to supporting documentation.

• Formalized certain roles and reviewed responsibilities, including ensuring appropriate segregation of duties.

• Designed and implemented period-end financial reporting controls, such as controls over the preparation and review of account reconciliations, financial statement disclosures, and the consolidated financial statements, including controls around classification of cash flows and disclosure of noncash items, as well as establishing a formal management Disclosure Committee to review the draft financial statements and disclosures prior to release, including a sub-certification process from various functional groups.

• Enhanced access restrictions for certain users over general ledger journal entries and designed new processes to further automate journal entries and segregate journal entry creation from journal entry approval authority.

While the material weaknesses have not been remediated as of December 29, 2024, Management is devoting substantial resources to the ongoing remediation efforts.

As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify certain of the remediation measures described above.

The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and Management has concluded, through testing, that these controls are designed and operating effectively.

Remediation of Previously Identified Material Weakness

As previously disclosed in our December 31, 2023 Annual Report on Form 10-K, Management identified a material weakness in accounting for income taxes related to the recording of deferred income taxes and the assessment of the realization of deferred tax assets.

The Company completed the following measures to remediate the previously identified material weakness related to accounting for income taxes:

• Staffed our internal tax department with the appropriate tax technical and public company expertise in accounting for income taxes.

• Designed and implemented key controls, and enhanced the design of existing controls, for the interim and year-end income tax provision processes.

• Increased the frequency of detailed income tax provision reviews from annually to quarterly.

• Enhanced the process for sourcing and validating data used in the preparation of the provision for income taxes to ensure completeness and accuracy.

• Implemented an interactive work management and collaboration tool that facilitates Management’s provision review steps and maintains the appropriate evidence of review.

As a result of these measures and based on testing of the design and operating effectiveness of the newly designed and enhanced controls, Management concluded the controls have been in place and have operated effectively for a sufficient period of time to demonstrate the material weakness related to accounting for income taxes has been remediated as of December 29, 2024.

These material weaknesses contributed to the following additional material weaknesses:

– We did not design and maintain effective controls over the period-end financial reporting process, including controls over the preparation and review of account reconciliations and journal entries, and the appropriate classification and presentation of accounts and disclosures in the consolidated financial statements.

Management, with the participation of the Audit Committee and the Board of Directors, began the implementation of remediation measures in 2021 and continued to develop remediation plans and implement additional measures throughout 2025, with all measures being completed as of December 28, 2025.

Management completed its operating effectiveness testing of the newly designed and enhanced control activities that were implemented as part of the remediation plan and determined that, as of December 28, 2025, these control activities are

appropriately designed and have operated effectively for a sufficient period of time to conclude that the previously identified material weaknesses have been remediated as of December 28, 2025.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting during the quarter ended December 29, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in our internal control over financial reporting during the quarter ended December 28, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

Insider Adoption or Termination of Trading Arrangements

During the fiscal quarter ended December 29, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

During the fiscal quarter ended December 28, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below:

Name & Title Date Adopted Character of Trading Arrangement (1) Aggregate Number of Shares of Common Stock to be Sold Pursuant to Trading Arrangement Duration (2)

Matthew Eisenacher , Chief Brand Officer

12/11/2025 Rule 10b5-1 Trading Arrangement Up to 62,986 shares to be sold (3)

Jay Wolszczak , Chief Legal Officer, General Counsel & Secretary

12/4/2025 Rule 10b5-1 Trading Arrangement Up to 70,000 shares to be sold (4)

_____________________

(1) Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).

(2) Each trading arrangement permits transactions through and including the earliest to occur of (i) the completion of all purchases or sales or the expiration of all of the orders relating to such trades, or (ii) the date listed in the table.

Trading arrangements marked as a “Rule 10b5-1 Trading Arrangement” only permit transactions upon the expiration of the applicable mandatory cooling-off period under the Rule.

Eisenacher’s trading plan provides for the sale of up to 62,986 shares after the applicable mandatory cooling-off period subject to limit prices.

Wolszczak’s trading plan provides for the sale of up to 70,000 shares after the applicable mandatory cooling-off period subject to limit prices.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

4 unchanged sentences

The remaining information required by this item is incorporated herein by reference to the sections entitled “Proposal 1:

Director Election Proposal,” “Information Regarding the board of directors and Corporate Governance,” “Executive Officers,” and “Insider Trading Policies and Procedures” in our definitive Proxy Statement for the Annual Meeting of Stockholders expected to be held on May 21, 2025 (the “Proxy Statement”).

Director Election Proposal,” “Information Regarding the Board of Directors and Corporate Governance” and “Executive Officers” in our definitive Proxy Statement for the Annual Meeting of Stockholders expected to be held on May 20, 2026 (the “Proxy Statement”).

We will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement, and such disclosure, if any, is incorporated herein by reference.

Executive Compensation

The information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Outstanding Equity Awards at Fiscal Year-End,” “Director Compensation,” and “Compensation Committee Interlocks and Insider Participation,” in the Proxy Statement.

The information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Director Compensation” and “Information Regarding the Board of Directors and Corporate Governance” in the Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

1 unchanged sentence

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to the section entitled “Certain Relationships and Related Transactions” and “Information Regarding the board of directors and Corporate Governance” in the Proxy Statement.

The information required by this item is incorporated by reference to the sections entitled “Certain Relationships and Related Person Transactions” and “Proposal 1:

Director Election Proposal” in the Proxy Statement.

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the sections entitled “Proposal 4:

Auditor Ratification Proposal,” “Auditors Fees and Services” and “Policy for Approval of Audit and Permitted Non-Audit Services” in the Proxy Statement.

Auditor Ratification Proposal,” “Auditor Fees and Services” and “Policy for Approval of Audit and Permitted Non-Audit Services” in the Proxy Statement.

Exhibits and Financial Statement Schedules

8 unchanged sentences

3.2 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of First Watch Restaurant Group, Inc.

Filed herewith

March 11, 2025, Form 10-K, Exhibit 3.2

3.3 Amended and Restated Bylaws of First Watch Restaurant Group, Inc.

6 unchanged sentences

4.3 Description of First Watch Restaurant Group, Inc.

March 23, 2022, Form 10-K, Exhibit 4.3

Filed herewith

10.1(a) Credit Agreement, dated as of October 6, 2021, by and among FWR Holding Corporation, AI Fresh Parent, Inc., the lenders party thereto, the other parties therein and Bank of America, N.A., as administrative agent

3 unchanged sentences

March 7, 2023, Form 10-K, Exhibit 10.2

Amendment No.

10.1(c) Amendment No.

2 to Credit Agreement dated as of January 5, 2024, by and among FWR Holding Corporation as Borrower, the lenders party thereto, the other parties thereto and Bank of America N.A., as administrative agent

January 8, 2024, Form 8-K, Exhibit 10.1

10.2* Employment Agreement, dated March 9, 2022, by and between First Watch Restaurants, Inc.

10.2* Employment Agreement, dated March 9, 2022, by and between First Watch Restaurant Group , Inc.

and Christopher A.

1 unchanged sentence

10.3* Employment Agreement, dated August 21, 2017, by and between First Watch Restaurants, Inc.

and Eric Hartman

September 7, 2021, Form S-1, Exhibit 10.5

10.4* Employment Agreement, dated August 21, 2017, by and between First Watch Restaurants, Inc.

and Laura Sorensen

5 unchanged sentences

March 23, 2022, Form 10-K, Exhibit 10.7

10.7* Letter Agreement, dated April 10, 2018, by and between First Watch Restaurants, Inc.

and Jay Wolszczak

Filed herewith

10.8* First Watch Restaurant Group, Inc.

5 unchanged sentences

March 23, 2022, Form 10-K, Exhibit 10.9

10.8* Form of 2022 Stock Option Agreement

10.10* Form of 2022 Stock Option Award Agreement

March 23, 2022, Form 10-K, Exhibit 10.10

5 unchanged sentences

March 5, 2024, Form 10-K, Exhibit 10.13

10.14* Form of 2025 Restricted Stock Unit Award Agreement (Retention Grant)

Filed herewith

10.15* Form of Director and Officer Indemnification Agreement

7 unchanged sentences

10.19* Executive Severance Plan

March 11, 2025, Form 10-K, Exhibit 10.16

10.20* First Watch Deferred Compensation Plan effective January 1, 2025

Filed herewith

19.1 Insider Trading and Regulation FD Policy

Filed herewith

March 11, 2025, Form 10-K, Exhibit 19.1

21.1 List of subsidiaries

12 unchanged sentences

101 The financial information from First Watch Restaurant Group, Inc.

’ s Annual Report on Form 10-K for the fiscal year ended December 29, 2024, filed on March 11, 2025, formatted in Inline Extensible Business Reporting Language (“iXBRL”)

’ s Annual Report on Form 10-K for the fiscal year ended December 28, 2025, filed on February 24, 2026, formatted in Inline Extensible Business Reporting Language (“iXBRL”)

Filed herewith

14 unchanged sentences

/s/ Christopher A.

Tomasso President, Chief Executive Officer and Director (Principal Executive Officer) March 11, 2025

Tomasso President, Chief Executive Officer and Director (Principal Executive Officer) February 24, 2026

Christopher A.

/s/ Mel Hope Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 11, 2025

/s/ Ralph Alvarez Director and Chairman of the Board March 11, 2025

/s/ Mel Hope Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 24, 2026

/s/ Ralph Alvarez Director and Chairman of the Board February 24, 2026

Ralph Alvarez

/s/ Irene Chang Britt Director March 11, 2025

/s/ Irene Chang Britt Director February 24, 2026

Irene Chang Britt

/s/ Michael Fleisher Director March 11, 2025

/s/ Michael Fleisher Director February 24, 2026

Michael Fleisher

/s/ Tricia Glynn Director March 11, 2025

/s/ Charles Jemley Director March 11, 2025

/s/ Charles Jemley Director February 24, 2026

Charles Jemley

/s/ William Kussell Director March 11, 2025

/s/ William Kussell Director February 24, 2026

William Kussell

/s/ Stephanie Lilak Director March 11, 2025

/s/ Stephanie Lilak Director February 24, 2026

Stephanie Lilak

/s/ David Paresky Director March 11, 2025

David Paresky

/s/ Jostein Solheim Director March 11, 2025

/s/ Jostein Solheim Director February 24, 2026

Jostein Solheim

/s/ Rachel Tipograph Director February 24, 2026

Rachel Tipograph

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures