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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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First Watch Restaurant Group, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
33748L101 (CUSIP Numbers) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| CUSIP Number(s): | 33748L101 |
| 1 |
Names of Reporting Persons
Manulife Financial Corporation |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
0.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
0.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
0 % |
| 12 |
Type of Reporting Person (See Instructions)
HC |
| CUSIP Number(s): | 33748L101 |
| 1 |
Names of Reporting Persons
Manulife Investment Management Limited |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
11,973.00 6
Shared Voting Power:
0.00 7
Sole Dispositive Power:
11,973.00 8
Shared Dispositive Power:
0.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,973.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
0.02 % |
| 12 |
Type of Reporting Person (See Instructions)
FI |
| CUSIP Number(s): | 33748L101 |
| 1 |
Names of Reporting Persons
Manulife Investment Management (US) LLC |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☐ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
3,345,977.00 6
Shared Voting Power:
0.00 7
Sole Dispositive Power:
3,345,977.00 8
Shared Dispositive Power:
0.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,345,977.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
5.43 % |
| 12 |
Type of Reporting Person (See Instructions)
IA |
| Item 1. | ||
| (a) |
Name of issuer:
First Watch Restaurant Group, Inc. | |
| (b) |
Address of issuer's principal executive offices:
8725 Pendery Place, Suite 201, Bradenton, FL 34201 | |
| Item 2. | ||
| (a) |
Name of person filing:
This filing is made on behalf of Manulife Financial Corporation ("MFC") and MFC's indirect, wholly-owned subsidiaries, Manulife Investment Management (US) LLC ("MIM (US)") and Manulife Investment Management Limited ("MIML") | |
| (b) |
Address or principal business office or, if none, residence:
The principal business offices of MFC and MIML are located at 200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5.
The principal business office of MIM (US) is located at 197 Clarendon Street, Boston, Massachusetts 02116. | |
| (c) |
Citizenship:
MFC and MIML are organized and exist under the laws of Canada.
MIM (US) is organized and exists under the laws of the State of Delaware. | |
| (d) |
Title of class of securities:
Common Stock | |
| (e) |
CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☒ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ☒ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☒ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
F1 | ||
| Item 4. | Ownership | |
| (a) |
Amount beneficially owned:
MIM (US) has beneficial ownership of 3,345,977 shares of Common Stock and MIML has beneficial ownership of 11,973 shares of Common Stock. Through its parent-subsidiary relationship to MIM (US) and MIML, MFC may be deemed to have beneficial ownership of these same shares. | |
| (b) |
Percent of class:
Of the 61,644,885 shares of Common Stock outstanding as of May 1, 2026, according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on May 5, 2026 MIM (US) held 5.43% and MIML held 0.02%. | |
| (c) |
Number of shares as to which the person has:
| |
|
(i) Sole power to vote or to direct the vote:
Incorporated by reference to Item 5 of the cover page pertaining to each reporting person. | ||
|
(ii) Shared power to vote or to direct the vote:
Incorporated by reference to Item 6 of the cover page pertaining to each reporting person. | ||
|
(iii) Sole power to dispose or to direct the disposition of:
Incorporated by reference to Item 7 of the cover page pertaining to each reporting person. | ||
|
(iv) Shared power to dispose or to direct the disposition of:
Incorporated by reference to Item 8 of the cover page pertaining to each reporting person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Items 3 and 4 above. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to MIML is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Manulife Financial Corporation |
| Signature: | /s/ Graham Miller | |
| Name/Title: | Graham Miller / Agent* | |
| Date: | 05/06/2026 |
Manulife Investment Management Limited |
| Signature: | /s/ Christopher Walker | |
| Name/Title: | Christopher Walker / Chief Compliance Officer | |
| Date: | 05/07/2026 |
Manulife Investment Management (US) LLC |
| Signature: | /s/ Paul Donahue | |
| Name/Title: | Paul Donahue / Chief Compliance Officer | |
| Date: | 05/06/2026 |
| Comments accompanying signature: *Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F- NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
| Exhibit Information: EXHIBIT A - JOINT FILING AGREEMENT |
EXHIBIT A
JOINT FILING AGREEMENT
Manulife Financial Corporation, Manulife Investment Management Limited and Manulife Investment Management (US) LLC agree that the Schedule 13G to which this Agreement is attached, relating to the First Watch Restaurant Group Inc. is filed on behalf of each of them.
| Manulife Financial Corporation | |
| May 6, 2026 | |
| Date | |
| /s/ Graham Miller | |
| Signature | |
| Graham Miller / Agent* | |
| Name / Title |
| Manulife Investment Management Limited | |
| May 7, 2026 | |
| Date | |
| /s/ Christopher Walker | |
| Signature | |
| Christopher Walker / Chief Compliance Officer | |
| Name / Title |
| Manulife Investment Management (US) LLC | |
| May 6, 2026 | |
| Date | |
| /s/ Paul Donahue | |
| Signature | |
| Paul Donahue / Chief Compliance Officer | |
| Name / Title |
*Signed pursuant to a Power of Attorney dated January 17, 2018 included as Exhibit A to Schedule 13F- NT filed with the Securities and Exchange Commission by Manulife Financial Corporation on January 29, 2018.