First Watch Restaurant Group Inc

This Annual Report on Form 10-K (the “Annual Report on Form 10-K”) contains forward-looking statements. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, such as those contained in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:

•our vulnerability to changes in consumer preferences and economic conditions such as inflation and recession;

•our inability to open new restaurants in new and existing markets;

•the number of visitors to areas where our restaurants are located may decline;

•our inability to generate same-restaurant sales growth;

•our marketing programs and limited-time menu offerings may fail to generate profits;

•shortages or disruptions in the supply or delivery of frequently used food items or increases in the cost of our frequently used food items;

•our inability to prevent instances of food-borne illness in our restaurants;

•our inability to compete successfully with other breakfast and lunch restaurants;

•our inability to hire, train, reward and retain employees;

•our sustainability activities, including environmental, social and governance (“ESG”) matters;

•issues with our existing franchisees, including their financial performance, our lack of control over their operations, and conflicting business interests;

•our vulnerability to adverse demographic, unemployment, economic, regulatory and weather conditions;

•damage to our reputation and negative publicity, even if unwarranted;

•our reliance on a small number of suppliers for a substantial amount of our food and coffee;

•our inability to effectively manage our internal control over financial reporting;

•our failure to adequately protect our network security;

•compliance with federal and local environmental, labor, employment and food safety laws and regulations;

•our level of indebtedness and our duty to comply with covenants under our Credit Agreement (as defined in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”);

•uncertainty regarding ongoing conflict between Russia and Ukraine and the related impact on transportation and energy costs and other macroeconomic conditions as a result of such conflict; and

•the interests of Advent International, L.P., our controlling stockholder, may differ from those of our public stockholders.

See Item 1A. “Risk Factors” for a further description of these and other factors. For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this Annual Report on Form 10-K. Any forward-looking statement made by us in this Annual Report on Form 10-K speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.