Item 8.01 - Other Events.
On November 12, 2024, First Watch Restaurant Group, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC as underwriter (the "Underwriter") and the selling shareholders named therein (the "Selling Shareholders"), pursuant to which the Selling Shareholders agreed to sell 8,000,000 shares of common stock, par value $0.01 per share, of the Company to the Underwriter at a purchase price of $19.76 per share (the "Offering"). In addition, the Selling Shareholders granted the Underwriter a 30-day option to purchase up to an additional 1,200,000 shares of common stock at the same purchase price. The Offering closed on November 13, 2024. The Company did not sell any shares in the Offering and will not receive any proceeds from the Offering.
The Offering is being made pursuant to a prospectus supplement, dated November 12, 2024, to the prospectus, dated November 7, 2022, included in the Company's registration statement on Form S-3 (File No. 333-268197), which was initially filed with the Securities and Exchange Commission on November 7, 2022.
The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the shares by the Selling Shareholders to the Underwriter, indemnification and contribution obligations and other terms and conditions customary in agreements of this type
A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The above description is qualified in its entirety by reference to such exhibit.