First Watch Restaurant Group, Inc.
For the period ended May 20, 2026. Filed Apr 8, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 8, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant☒Filed by a Party other than the Registrant☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12
First Watch Restaurant Group, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
8725 Pendery Place, Ste. 201
Bradenton, Florida 34201
April 8, 2026
Dear First Watch Restaurant Group, Inc. Stockholder:
We are pleased to invite you to join us at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of First Watch Restaurant Group, Inc. (the “Company” or “First Watch”), to be held at 8:00 a.m. Eastern Time on Wednesday, May 20, 2026 by means of a live, virtual-only online webcast.
The accompanying Notice of Annual Meeting and Proxy Statement describe the specific matters to be voted upon during the Annual Meeting. At the meeting, we also will provide an opportunity for you to ask questions pertaining to our business, as further detailed in the accompanying Proxy Statement.
Whether you own a few or many shares of First Watch stock and whether or not you plan to attend the Annual Meeting, it is important that your shares be represented at the Annual Meeting. Your vote is important and we ask that you please cast your vote as soon as possible.
Sincerely,
Chris Tomasso
President and Chief Executive Officer
First Watch Restaurant Group, Inc.
8725 Pendery Place, Ste. 201
Bradenton, Florida 34201
NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of First Watch Restaurant Group, Inc.:
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of First Watch Restaurant Group, Inc. (“First Watch” or the “Company”) will be held at 8:00 a.m. Eastern Time on Wednesday, May 20, 2026 by means of a live, virtual-only online webcast at www.virtualshareholdermeeting.com/FWRG2026 for the following purposes, as more fully described in the accompanying proxy statement:
(1)To elect three Class II directors of the Company, each for a term of three years or until their successors are duly elected and qualified or until their earlier resignation or removal;
(2)To approve, in an advisory non-binding vote, the compensation paid to the Company’s named executive officers (“say-on-pay vote”);
(3)An advisory non-binding vote on the frequency of future say-on-pay votes;
(4)To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm of the Company for the 2026 fiscal year; and
(5)To transact any other business that is properly presented during the Annual Meeting or any adjournments or postponements thereof.
Only stockholders of record as of the close of business on March 23, 2026, the record date, are entitled to receive notice of the Annual Meeting and to vote during the Annual Meeting or any adjournments or postponements thereof, and such stockholders may also submit questions and view the list of our stockholders of record during the Annual Meeting.
We cordially invite you to attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we ask that you please cast your vote as soon as possible via the Internet, by telephone or, if you received a paper copy of the proxy materials, by signing, dating and returning the accompanying proxy card or voting instruction form by mail. As more fully described in the accompanying proxy statement, you may revoke your proxy and reclaim your right to vote your shares at any time prior to its use.
Sincerely,
Jay Wolszczak
Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 20, 2026
The Notice of the 2026 Annual Meeting of Stockholders, the proxy statement, the form of proxy card and the 2025 Annual Report to Stockholders are available at:
https://www.proxyvote.com
PROXY STATEMENT TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING | 1 |
|---|---|
| PROPOSAL 1: DIRECTOR ELECTION PROPOSAL | 6 |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 10 |
| EXECUTIVE OFFICERS | 16 |
| EXECUTIVE COMPENSATION | 18 |
| Compensation Discussion and Analysis | 18 |
| Compensation Committee Report | 29 |
| Summary Compensation Table | 30 |
| Grants of Plan-Based Awards | 31 |
| Outstanding Equity Awards at Fiscal-Year End | 32 |
| Option Exercises and Stock Awards Vested | 33 |
| Non-Qualified Deferred Compensation | 33 |
| Employment Arrangements and Equity Award Agreements | 34 |
| Potential Payments upon Termination or Change in Control | 39 |
| Pay Versus Performance | 40 |
| PROPOSAL 2: SAY-ON-PAY PROPOSAL | 43 |
| PROPOSAL 3: FREQUENCY OF SAY-ON-PAY PROPOSAL | 44 |
| DIRECTOR COMPENSATION | 45 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 47 |
| PROPOSAL 4: AUDITOR RATIFICATION PROPOSAL | 51 |
| AUDITOR FEES AND SERVICES | 52 |
| POLICY FOR APPROVAL OF AUDIT AND PERMITTED NON-AUDIT SERVICES | 52 |
| REPORT OF THE AUDIT COMMITTEE | 52 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 53 |
| OTHER MATTERS | 54 |
| APPENDIX A - NON-GAAP FINANCIAL MEASURE RECONCILIATIONS | 55 |
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