First Watch Restaurant Group, Inc. (FWRG)
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AGM 2026

May 20, 2026

Chris Tomasso
President and CEO, First Watch Restaurant Group

Morning, welcome to the 2026 annual stockholders meeting of First Watch Restaurant Group, Inc. I'm Chris Tomasso, President and Chief Executive Officer of First Watch Restaurant Group, Inc. It is my pleasure, excuse me, to welcome you here today for this meeting and to introduce Mr. Ralph Alvarez, our Chairman of the Board, who has served as a director and as Chairman of the Board since December 2019. Ralph.

Ralph Alvarez
Chairman of the Board, First Watch Restaurant Group

Thank you, Chris, and welcome everyone, and thank you for joining us today. We're excited to be hosting our annual meeting again virtually so that we can be more inclusive and reach a greater number of our shareholders. We will conduct the business portion of our meeting and answer questions at the end of the meeting. Though we may not be able to answer every question, we will do our best to provide a response and will address any remaining relevant and appropriate questions on our corporate website within two business days after the meeting. Before we begin the meeting, I call your attention to the rules of conduct and procedure for this meeting. They're made available to each stockholder in the meeting materials section in the lower left of the screen. This annual meeting of stockholders of First Watch Restaurant Group, Inc. is now officially called to order.

I first wanna introduce our newest board member, Rachel Tipograph, Founder and CEO of MikMak, a leading commerce enablement and analytics software company, recently joined our board, and we're excited to leverage her knowledge and expertise for the benefit of First Watch and its stockholders. Now I would like to introduce the other members of the board present here today. Joining me are my fellow directors, Chris A. Tomasso, President and CEO, Irene Chang Britt, Michael Fleisher, Charles Jemley, William Kussell, Stephanie Lilak, Jostein Solheim. It is my pleasure now to introduce our Chief Legal Officer, General Counsel, and Corporate Secretary, Jay Wolszczak. Jay will act as secretary of the meeting. I will turn to him with any procedural issues that may arise. Jay.

Jay Wolszczak
Chief Legal Officer, General Counsel, and Corporate Secretary, First Watch Restaurant Group

Thanks, Ralph. We are also joined here today by our independent auditors, PricewaterhouseCoopers, represented by our Audit Engagement Partner, Tracy Junger. Tracy will be available during the question and answer session after the meeting to respond to appropriate questions. Finally, Kevin Chow from The Carideo Group is with us today and will serve as the Inspector of Election at this annual meeting of stockholders. After the formal meeting has been adjourned, we'll provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. The board of directors fixed March 23rd, 2026 as the record date for determining stockholders entitled to vote at this meeting.

An affidavit has been delivered attesting to the fact that either a notice of internet availability of the notice of the meeting, the proxy statement, and the 2025 annual report to stockholders or the documents themselves were mailed on or about April 8th, 2026 to all stockholders as of the record date and will be incorporated into the minutes of this meeting. The stockholder list shows that as of the record date, there were 61,625,155 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Election that they are represented in person or by proxy shares of common stock representing 58,671,002 votes, or approximately 95% of the voting power on the record date.

Since this represents more than a majority in voting power of the shares entitled to vote at this meeting, a quorum is present for purposes of transacting business. Now I will present the matters to be voted upon. Please note that we will give stockholders an opportunity to comment on the proposals themselves after all proposals have been presented. Proposal 1 is the election of three Class II directors to hold office until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier resignation or removal. As indicated in the proxy statement, the board of directors recommends that the stockholders elect each of Irene Chang Britt, Charles Jemley, and Rachel Tipograph as Class II directors.

Proposal 2 is the approval in an advisory non-binding vote of the resolution set forth in the proxy statement regarding the compensation paid to our named executive officers, also referred to as the say-on-pay proposal. The compensation paid to our named executive officers is discussed in the proxy statement. As indicated in the proxy statement, the board of directors recommends that the stockholders approve the say-on-pay proposal. Proposal 3 is an advisory non-binding vote on the frequency every one, two, or three years of future say-on-pay votes. As indicated in the proxy statement, the board of directors recommends that the stockholders vote for every one year as the frequency of future say-on-pay votes.

Proposal 4 is the ratification of the appointment of PricewaterhouseCoopers as the independent registered public accounting firm of the company for the 2026 fiscal year. The Audit Committee reappointed PricewaterhouseCoopers to serve as our independent registered public accounting firm for 2026 and seeks ratification of that appointment by the stockholders. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal.

Ralph Alvarez
Chairman of the Board, First Watch Restaurant Group

The polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not wanna change their vote do not need to take any further action. Now that everyone has had the opportunity to vote, I declare the polls for the 2026 annual stockholder meeting closed. Jay?

Jay Wolszczak
Chief Legal Officer, General Counsel, and Corporate Secretary, First Watch Restaurant Group

We have been informed by the Inspector of Election that the preliminary vote report shows that the three Class II director nominees for election to the board have been duly elected. The say-on-pay proposal has been approved. The option for the frequency of future say-on-pay votes that received the greatest number of votes was every one year, and the appointment of PricewaterhouseCoopers as the independent registered public accounting firm of the company for the 2026 fiscal year has been ratified. We will be reporting the final vote results in a Form 8-K to be filed within four business days. With that, I turn the meeting over to Ralph Alvarez, our Chairman of the Board.

Ralph Alvarez
Chairman of the Board, First Watch Restaurant Group

Thank you, Jay. There'll be no further business to come before the meeting. The 2026 annual meeting of stockholders of First Watch Restaurant Group, Inc. is now adjourned. Jay?

Jay Wolszczak
Chief Legal Officer, General Counsel, and Corporate Secretary, First Watch Restaurant Group

Thank you, Ralph. We'll now take stockholder questions that are being entered in today on the web portal. Please note that we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting and otherwise comply with our rules of conduct and procedures will be addressed. Any relevant and appropriate cross questions that we do not get to will be addressed on our company website within two business days following the meeting. Please note that our answers may include forward-looking statements that are subject to various risks and uncertainties that could cause the company's actual results to differ materially from these statements. Such statements include, without limitation, statements concerning the conditions of the company's industry and its operations, performance and financial condition, growth strategies, product development efforts, and future expenses.

Any such statements should be considered in conjunction with cautionary statements in the company's most recent earnings release and the risk factor disclosure in its filings with the SEC, including its annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. First Watch assumes no obligation to update these forward-looking statements, whether as a result of new information, future developments, or otherwise, except as may be required by law. There being no relevant questions that have been entered, that concludes our Q&A session. If you have any further questions following the meeting, please feel free to contact Investor Relations. That concludes our business schedule for today. Thank you all very much for attending our annual meeting. Have a great rest of your day.

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