FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ADVENT INTERNATIONAL, L.P.		 2. Issuer Name and Ticker or Trading Symbol

First Watch Restaurant Group, Inc. [ FWRG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

PRUDENTIAL TOWER,, 800 BOYLSTON STREET, SUITE 3300		 3. Date of Earliest Transaction (MM/DD/YYYY)

8/8/2025
(Street)

BOSTON, MA 02199-8069		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 8/8/2025  S  5,000,000 D$17.7 9,689,784 I See footnotes (1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) See Exhibit 99.1 for text of footnote (1).

Remarks:
Exhibit 99.1 (Footnotes to Form 4) is incorporated by reference.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ADVENT INTERNATIONAL, L.P.
PRUDENTIAL TOWER,
800 BOYLSTON STREET, SUITE 3300
BOSTON, MA 02199-8069
X

ADVENT INTERNATIONAL GP, LLC
PRUDENTIAL TOWER,
800 BOYLSTON STREET, SUITE 3300
BOSTON, MA 02199-8069
X
Signatures
ADVENT INTERNATIONAL, L.P., By: Advent International GP, LLC, its General Partner, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance8/12/2025
**Signature of Reporting PersonDate

ADVENT INTERNATIONAL GP, LLC, By: /s/ Neil Crawford, Name: Neil Crawford, Title: Vice President of Finance8/12/2025
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Exhibit 99.1

Footnotes to Form 4
 

 (1)
Represents shares of common stock sold by the following entities: (i) 299,660 shares of common stock sold by Advent International GPE VIII Limited Partnership; (ii) 325,255 shares of common stock sold by Advent International GPE VIII-B-1 Limited Partnership; (iii) 242,515 shares of common stock sold by Advent International GPE VIII-B-2 Limited Partnership; (iv) 378,690 shares of common stock sold by Advent International GPE VIII-B-3 Limited Partnership; (v) 913,990 shares of common stock sold by Advent International GPE VIII-B Limited Partnership; (vi) 149,285 shares of common stock sold by Advent International GPE VIII-C Limited Partnership; (vii) 127,675 shares of common stock sold by Advent International GPE VIII-D Limited Partnership; (viii) 37,835 shares of common stock sold by Advent International GPE VIII-F Limited Partnership; (ix) 335,195 shares of common stock sold by Advent International GPE VIII-H Limited Partnership; (x) 311,690 shares of common stock sold by Advent International GPE VIII-I Limited Partnership; (xi) 306,300 shares of common stock sold by Advent International GPE VIII-J Limited Partnership (the funds set forth in the foregoing clauses (i)-(xi), the “Advent VIII Luxembourg Funds”); (xii) 702,895 shares of common stock sold by Advent International GPE VIII-A Limited Partnership; (xiii) 142,185 shares of common stock sold by Advent International GPE VIII-E Limited Partnership; (xiv) 241,155 shares of common stock sold by Advent International GPE VIII-G Limited Partnership; (xv) 143,720 shares of common stock sold by Advent International GPE VIII-K Limited Partnership;(xvi) 130,615 shares of common stock sold by Advent International GPE VIII-L Limited Partnership (the funds set forth in the foregoing clauses (xii)-(xvi), the “Advent VIII Cayman Funds”); (xvii) 11,060 shares of common stock sold by Advent Partners GPE VIII Limited Partnership; (xviii) 68,930 shares of common stock sold by Advent Partners GPE VIII Cayman Limited Partnership; (xix) 13,290 shares of common stock sold by Advent Partners GPE VIII-A Limited Partnership; (xx) 9,195 shares of common stock sold by Advent Partners GPE VIII-A Cayman Limited Partnership; and (xxi) 108,865 shares of common stock sold by Advent Partners GPE VIII-B Cayman Limited Partnership (the funds set forth in the foregoing clauses (xvii)-(xxi), the “Advent VIII Partners Funds” and together with the Advent VIII Luxembourg Funds and the Advent VIII Cayman Funds, the “Advent VIII Funds”).
 

 (2)
Following the reported transactions, Advent International, L.P. (f/k/a Advent International Corporation, “Advent”) manages funds that collectively own 9,689,784 shares of common stock of the Issuer, which are represented as follows: (i) 580,728 shares of common stock held by Advent International GPE VIII Limited Partnership; (ii) 630,330 shares of common stock held by Advent International GPE VIII-B-1 Limited Partnership; (iii) 469,984 shares of common stock held by Advent International GPE VIII-B-2 Limited Partnership (iv) 733,885 shares of common stock held by Advent International GPE VIII-B-3 Limited Partnership; (v) 1,771,273 shares of common stock held by Advent International GPE VIII-B Limited Partnership; (vi) 289,308 shares of common stock held by Advent International GPE VIII-C Limited Partnership; (vii) 247,429 shares of common stock held by Advent International GPE VIII-D Limited Partnership; (viii) 275,548 shares of common stock held by Advent International GPE VIII-E Limited Partnership; (ix) 73,323 shares of common stock held by Advent International GPE VIII-F Limited Partnership; (x) 467,348 shares of common stock held by Advent International GPE VIII-G Limited Partnership; (xi) 649,593 shares of common stock held by Advent International GPE VIII-H Limited Partnership; (xii) 604,042 shares of common stock held by Advent International GPE VIII-I Limited Partnership; (xiii) 593,596 shares of common stock held by Advent International GPE VIII-J Limited Partnership; (xiv) 253,126 shares of common stock held by Advent International GPE VIII-L Limited Partnership; (xv) 21,434 shares of common stock held by Advent Partners GPE VIII Limited Partnership; (xvi) 25,755 shares of common stock held by Advent Partners GPE VIII-A Limited Partnership; (xvii) 210,976 shares of common stock held by Advent Partners GPE VIII-B Cayman Limited Partnership; (xviii) 1,362,180 shares of common stock held by Advent International GPE VIII-A Limited Partnership; (xxix) 278,523 shares of common stock held by Advent International GPE VIII-K Limited Partnership; (xx) 133,583 shares of common stock held by Advent Partners GPE VIII Cayman Limited Partnership; and (xxi) 17,820 shares of common stock held by Advent Partners GPE VIII-A Cayman Limited Partnership.
 

 (3)
GPE VIII GP S.a.r.l. is the general partner of the Advent VIII Luxembourg Funds. GPE VIII GP Limited Partnership is the general partner of the Advent VIII Cayman Funds. AP GPE VIII GP Limited Partnership is the general partner of the Advent VIII Partners Funds. Advent International GPE VIII, LLC is the manager of GPE VIII GP S.a.r.l. and the general partner of each of GPE VIII GP Limited Partnership and AP GPE VIII GP Limited Partnership. Advent is the manager of Advent International GPE VIII, LLC, and Advent International GP, LLC is the general partner of Advent, and may each be deemed to have voting and dispositive power over the shares held by the Advent VIII Funds.
 

 (4)
Each Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of the reported shares for purposes of Section 16 or any other purpose.