First Watch Restaurant Group Inc
For the period ended Dec 31, 2023. Filed Mar 5, 2024.
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FY2023 · Filed Mar 5, 2024
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this Annual Report on Form 10-K:
- Financial Statements
Consolidated financial statements filed as part of this report are listed under Item 8, “Financial Statements and Supplementary Data.”
- 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.
- 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 | 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 |
| 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 |
| 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(a) | Credit Agreement, dated as of August 21, 2017, between FWR Holding Corporation as Borrower, the lenders party thereto, and Golub Capital Markets LLC, as administrative agent | September 7, 2021, Form S-1, Exhibit 10.1(a) |
| 10.2(b) | First Amendment to Credit Agreement, dated as of February 28, 2019, between FWR Holding Corporation as Borrower, the lenders party thereto, and Golub Capital Markets LLC, as administrative agent | September 7, 2021, Form S-1, Exhibit 10.1(b) |
| 10.2(c) | Second Amendment to Credit Agreement, dated as of December 20, 2019, between FWR Holding Corporation as Borrower, the lenders party thereto, and Golub Capital Markets LLC, as administrative agent | September 7, 2021, Form S-1, Exhibit 10.1(c) |
| 10.2(d) | Third Amendment to Credit Agreement, dated as of April 27, 2020, between FWR Holding Corporation as Borrower, the lenders party thereto, and Golub Capital Markets LLC, as administrative agent | September 7, 2021, Form S-1, Exhibit 10.1(d) |
| 10.2(e) | Fourth Amendment to Credit Agreement, dated as of August 14, 2020, between FWR Holding Corporation as Borrower, the lenders party thereto, and Golub Capital Markets LLC, as Administrative Agent | September 7, 2021, Form S-1, Exhibit 10.1(e) |
| 10.3* | Employment Agreement, dated March 9, 2022, by and between First Watch Restaurants, Inc. and Christopher A. Tomasso | March 11, 2022, Form 8-K, Exhibit 10.1 |
| 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 |
| 10.6* | 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 |
| 10.7* | 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 |
| 10.8* | 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 |
| 10.12* | Form of 2024 Restricted Stock Unit Award Agreement | Filed herewith |
| 10.13* | Form of 2024 Restricted Stock Unit Award Agreement (Special Recognition Grant) | Filed herewith |
| 10.14* | Form of Director and Officer Indemnification Agreement | September 7, 2021, Form S-1, Exhibit 10.7 |
| 10.16*** | 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 |
| 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 |
| 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 | Filed herewith |
| 101 | The financial information from First Watch Restaurant Group, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 5, 2024, 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.
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