Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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 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 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. Specifically, we lacked a sufficient complement of personnel with an appropriate level of knowledge, experience and training in internal control over financial reporting and the reporting requirements of a public company. Additionally, we did not formally delegate authority or establish appropriate segregation of duties in our finance and accounting functions. 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 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
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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 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.
Item 9B. Other Information
Insider Adoption or Termination of Trading Arrangements
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)
12/11/2026
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)
12/4/2026
_____________________
(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.
(3) Mr. 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.
(4) Mr. 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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
We have adopted a Code of Ethics and Business Conduct that applies to, among others, our chief executive officer, chief financial officer (who is also our principal accounting officer), and other finance and accounting leaders, which is a “code of ethics” as defined by applicable rules of the SEC. This code is publicly available on our website. The Internet address for our website is www.firstwatch.com, and the Code of Ethics and Business Conduct may be found on our main webpage by clicking first on “Investors” and then on “Corporate Governance” and next on “Code of Ethics and Business Conduct.” If we make any amendments to this code other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of this code to our chief executive officer, chief financial officer (who is also our principal accounting officer), or other finance and accounting leaders, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website as specified above or in a report on Form 8-K filed with the SEC.
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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” 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.
Item 11. Executive Compensation
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the sections entitled “Proposal 4: Auditor Ratification Proposal,” “Auditor Fees and Services” and “Policy for Approval of Audit and Permitted Non-Audit Services” in the Proxy Statement.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this Annual Report on Form 10-K:
1. Financial Statements
Consolidated financial statements filed as part of this report are listed under Item 8, “Financial Statements and Supplementary Data.”
2. Financial Statement Schedules
No schedules are required because either the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or notes thereto.
3. Exhibits
Exhibit No. DESCRIPTION FILINGS REFERENCED FOR INCORPORATION BY REFERENCE
3.1 Amended and Restated Certificate of Incorporation of First Watch Restaurant Group, Inc.
October 6, 2021, Form 8-K, Exhibit 3.1
3.2 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of First Watch Restaurant Group, Inc.
March 11, 2025, Form 10-K, Exhibit 3.2
3.3 Amended and Restated Bylaws of First Watch Restaurant Group, Inc.
October 6, 2021, Form 8-K, Exhibit 3.2
4.1 Form of Certificate of Common Stock
September 7, 2021, Form S-1, Exhibit 4.1
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4.2 Registration Rights Agreement by and among First Watch Restaurant Group, Inc. and the other parties thereto, dated as of October 1, 2021
March 23, 2022, Form 10-K, Exhibit 4.2
4.3 Description of First Watch Restaurant Group, Inc. Securities
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
October 6, 2021, Form 8-K, Exhibit 10.1
10.1(b) Amendment No. 1 to Credit Agreement dated as of February 24, 2023, between FWR Holding Corporation as Borrower, the lenders party thereto, the other parties therein and Bank of America N.A., as administrative agent
March 7, 2023, Form 10-K, Exhibit 10.2
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 Restaurant Group , Inc. and Christopher A. Tomasso
March 11, 2022, Form 8-K, Exhibit 10.1
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
September 7, 2021, Form S-1, Exhibit 10.4
10.5* Letter Agreement, dated February 1, 2021, by and between First Watch Restaurants, Inc. and Kenneth L. Pendery, Jr.
September 7, 2021, Form S-1, Exhibit 10.8
10.6* Letter Agreement, dated July 12, 2018, by and between First Watch Restaurants, Inc. and Mel Hope
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. 2017 Omnibus Equity Incentive Plan (formerly known as the AI Fresh Super Holdco, Inc. 2017 Omnibus Equity Incentive Plan)
September 7, 2021, Form S-1, Exhibit 10.3
10.9* First Watch Restaurant Group, Inc. 2021 Equity Incentive Plan
March 23, 2022, Form 10-K, Exhibit 10.9
10.10* Form of 2022 Stock Option Award Agreement
March 23, 2022, Form 10-K, Exhibit 10.10
10.11* Form of 2023 Restricted Stock Unit Award Agreement
March 7, 2023, Form 10-K, Exhibit 10.11
10.12* Form of 2024 Restricted Stock Unit Award Agreement
March 5, 2024, Form 10-K, Exhibit 10.12
10.13* Form of 2024 Restricted Stock Unit Award Agreement (Special Recognition Grant)
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
September 7, 2021, Form S-1, Exhibit 10.7
10.16 Form of Restricted Unit Award Agreement for Directors
March 7, 2023, Form 10-K, Exhibit 10.13
10.17*** Asset Purchase Agreement dated as of January 5, 2024, by and among VIM Holdings, LLC, its owners and affiliates, and First Watch Restaurants, Inc.
January 8, 2024, Form 8-K, Exhibit 2.1
10.18*** Asset Purchase Agreement dated as of November 8, 2024, by and among Good Morning Carolinas, LLC, its owners, and First Watch Restaurants, Inc.
November 12, 2024, Form 8-K, Exhibit 2.1
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
March 11, 2025, Form 10-K, Exhibit 19.1
21.1 List of subsidiaries
Filed herewith
23.1 Consent of Independent Registered Public Accounting Firm
Filed herewith
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
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32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (**)
Furnished herewith
97.1 Incentive-Based Compensation Recovery Policy
March 5, 2024, Form 10-K, Exhibit 97.1
101 The financial information from First Watch Restaurant Group, Inc. ’ 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
104 Cover Page Interactive Date File (formatted as iXBRL and contained in Exhibit 101) Filed herewith
* Denotes a management contract or compensatory plan or arrangement.
** This certification is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.
***Disclosure schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule to the SEC upon request. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST WATCH RESTAURANT GROUP, INC.
By: /s/ Mel Hope
Name Mel Hope
Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Christopher A. Tomasso President, Chief Executive Officer and Director (Principal Executive Officer) February 24, 2026
Christopher A. Tomasso
/s/ Mel Hope Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 24, 2026
Mel Hope
/s/ Ralph Alvarez Director and Chairman of the Board February 24, 2026
Ralph Alvarez
/s/ Irene Chang Britt Director February 24, 2026
Irene Chang Britt
/s/ Michael Fleisher Director February 24, 2026
Michael Fleisher
/s/ Charles Jemley Director February 24, 2026
Charles Jemley
/s/ William Kussell Director February 24, 2026
William Kussell
/s/ Stephanie Lilak Director February 24, 2026
Stephanie Lilak
/s/ Jostein Solheim Director February 24, 2026
Jostein Solheim
/s/ Rachel Tipograph Director February 24, 2026
Rachel Tipograph
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