GENK / GEN Restaurant Group, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 GEN Restaurant Gro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commissi

GEN RESTAURANT GROUP, INC. GEN RESTAURANT GROUP, INC.

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41727 GEN Re

GEN Restaurant Group Announces Second Quarter 2025 Financial Results

Exhibit 99.1 GEN Restaurant Group Announces Second Quarter 2025 Financial Results CERRITOS, CA, August 6, 2025 - GEN Restaurant Group, Inc. (“GEN” or the “Company”) (Nasdaq: GENK), owner of GEN Korean BBQ, a fast-growing casual dining concept with an extensive menu and signature “grill at your table” experience, is announcing financial results for the second quarter ended June 30, 2025. Second Qua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 GEN Restaurant Grou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 GEN Restaurant Group

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commission

May 27, 2025

May 27, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549 Re: GEN Restaurant Group, Inc. Registration Statement on Form S-3 File No. 333-287422 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of GEN Restaurant Group, Inc., respectfully requests acce

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) GEN RESTAURANT GROUP, INC.

ABOUT THIS PROSPECTUS GENERAL INFORMATION CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS USE OF PROCEEDS SELLING STOCKHOLDERS

As filed with the Securities and Exchange Commission on May 19, 2025 Registration No.

GEN RESTAURANT GROUP, INC. GEN RESTAURANT GROUP, INC.

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41727 GEN R

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commission

Amended and Restated Executive Employment Agreement, by and between the Company and David Kim, dated as of May 12, 2025.

Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the "Agreement") is entered into as May 12, 2025 (the “Effective Date”), by and between David Kim, an individual residing in the State of California ("Executive"), and GEN Restaurant Group, Inc., a Delaware corporation (the "Company"). The Company and Executive may hereinafter

GEN Restaurant Group Announces First Quarter 2025 Financial Results

Exhibit 99.1 GEN Restaurant Group Announces First Quarter 2025 Financial Results CERRITOS, CA, May 13, 2025 - GEN Restaurant Group, Inc. (“GEN” or the “Company”) (Nasdaq: GENK), owner of GEN Korean BBQ, a fast-growing casual dining concept with an extensive menu and signature “grill at your table” experience, is announcing financial results for the first quarter ended March 31, 2025. First Quarter

Form of Stock Bonus Award Agreement under the Company’s 2023 Equity Incentive Plan.

Exhibit 10.2 GEN RESTAURANT GROUP, INC. 2023 EQUITY INCENTIVE PLAN Stock Bonus Award Agreement GEN Restaurant Group, Inc. (the “Company”), pursuant to its 2023 Equity Incentive Plan (the “Plan”), hereby grants an award of unrestricted Common Stock (“Stock” or “Shares”) to you, the Participant named below. The terms and conditions of this Stock Bonus Award are set forth in this Stock Bonus Award Ag

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. )

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)

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. )

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)

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2025 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commissi

Letter from Marcum LLP dated April 22, 2025

Exhibit 16.1 April 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by GEN Restaurant Group, Inc. under Item 4.01 of its Form 8-K dated April 22, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of GEN Restaurant Group, Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commissi

GEN Restaurant Group, Inc. Announces Stock Repurchase Program

EXHIBIT 99.1 GEN Restaurant Group, Inc. Announces Stock Repurchase Program CERRITOS, Calif., March 13, 2025 - GEN Restaurant Group, Inc. (“GEN” or the “Company”) (Nasdaq: GENK), owner of GEN Korean BBQ, a fast-growing casual dining concept with an extensive menu and signature “grill at your table” experience, announced today that its board of directors approved a stock repurchase program authorizi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41727 GEN Restaurant

Insider Trading Policy

EXHIBIT 19.1 GEN Restaurant Group, Inc. Insider Trading Policy Adopted on June 27, 2023 I. Introduction Federal and state laws prohibit buying, selling or making other transfers of securities by persons who have material information that is not generally known or available to the public. These laws also prohibit persons with such material nonpublic information from disclosing this information to o

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name of the Subsidiary State or Other Jurisdiction of Incorporation or Organization GEN Restaurant Group, LLC California JC Group International Inc. California GEN Restaurant Investment, LLC California GEN California, LLC California GEN Arizona, LLC Arizona GEN Nevada, LLC Nevada GEN Alhambra, LLC Delaware GEN Cerritos, LLC Delaware GEN Torrance, LLC Del

GEN Restaurant Group, Inc. Announces Fourth Quarter and Full Year 2024 Financial Results 2024 Total Revenue of $208.4 Million Exceeds Company’s Full Year Outlook Strong Start to 2025 with Comparable Restaurant Sales for Q1 Quarter-to-Date Increasing

Exhibit 99.1 GEN Restaurant Group, Inc. Announces Fourth Quarter and Full Year 2024 Financial Results 2024 Total Revenue of $208.4 Million Exceeds Company’s Full Year Outlook Strong Start to 2025 with Comparable Restaurant Sales for Q1 Quarter-to-Date Increasing 1% Through the End of February, a 6% Improvement Compared to Q4 2024 Company Remains on Track with New Unit Openings for 2025 CERRITOS, C

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commissio

GEN Restaurant Group Announces Leadership Change Jae Chang Steps Down as Co-CEO and Remains Board Member; Chairman and Co-CEO David Kim Takes Over Chang’s Day-to-Day Responsibilities as the Sole CEO

GEN Restaurant Group Announces Leadership Change Jae Chang Steps Down as Co-CEO and Remains Board Member; Chairman and Co-CEO David Kim Takes Over Chang’s Day-to-Day Responsibilities as the Sole CEO CERRITOS, Calif.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 GEN Restaurant Gr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commiss

GENK / GEN Restaurant Group, Inc. / Woodson Capital Management, LP Passive Investment

SC 13G/A 1 woodson-genk093024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* GEN Restaurant Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 36870C104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriat

GENK / GEN Restaurant Group, Inc. / Portolan Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm2428231d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. 1 )* GEN Restaurant Group, Inc. (Name of Issuer) Class A Common (Title of Class of Securities) 36870C104 (CUSIP Numb

GENK / GEN Restaurant Group, Inc. / GRATIA CAPITAL, LLC Passive Investment

SC 13G/A 1 d1152793913g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* GEN Restaurant Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 36870C104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41727 GEN Restaurant Group, Inc.

GEN Restaurant Group, Inc. Announces Third Quarter 2024 Financial Results

Exhibit 99.1 GEN Restaurant Group, Inc. Announces Third Quarter 2024 Financial Results Cerritos, CA, November 12, 2024 - GEN Restaurant Group, Inc. (“GEN” or the “Company”) (Nasdaq: GENK), owner of GEN Korean BBQ, a fast-growing casual dining concept with an extensive menu and signature “grill at your table” experience, is announcing financial results for the third quarter ended September 30, 2024

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

EX-1 2 ex01.htm EXHIBIT 1 EXHIBIT 1 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP PREAETORIAN PR LLC HARRIS KUPPERMAN PRAETORIAN CAPITAL FUND LLC

GENK / GEN Restaurant Group, Inc. / Praetorian PR LLC Passive Investment

SC 13G/A 1 gen13ga1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 GEN Restaurant Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 36870C104 (CUSIP Number) August 1, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

GEN Restaurant Group, Inc. Announces Second Quarter 2024 Financial Results

Exhibit 99.1 GEN Restaurant Group, Inc. Announces Second Quarter 2024 Financial Results Cerritos, CA, July 31, 2024 - GEN Restaurant Group, Inc. (“GEN” or the “Company”) (Nasdaq: GENK), owner of GEN Korean BBQ, a fast-growing casual dining concept with an extensive menu and signature “grill at your table” experience, is announcing financial results for the second quarter ended June 30, 2024. Secon

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41727 GEN Restaurant Group, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 GEN Restaurant Grou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commissio

GEN Restaurant Group, Inc. Appoints David Park to its Board of Directors

GEN Restaurant Group, Inc. Appoints David Park to its Board of Directors CERRITOS, Calif., July 25, 2024 - GEN Restaurant Group, Inc. (“GEN” or the “Company”) (Nasdaq: GENK), owner of GEN Korean BBQ, a fast-growing casual dining concept with an extensive menu and signature “grill at your table” experience, has appointed David Park to the board of directors and to serve on the audit committee of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 GEN Restaurant Grou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commissio

This presentation includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All forward-looking statements are subj

Investor Overview June 2024 Exhibit 99.1 This presentation includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All forward-looking statements are subject to a number of risks, uncertainties and assumptions, and you should not rely upon forward-looking stateme

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commissio

GENK / GEN Restaurant Group, Inc. / WASATCH ADVISORS INC Passive Investment

SCHEDULE 13G Amendment No. 3 Name of Issuer: GEN Restaurant Group, Inc. Title of Class of Securities: Common Stock CL A CUSIP Number: 36870C104 Item 1: Reporting Person: Wasatch Advisors LP 87-0319391 Item 2: Check Box If Member of Group: Not Applicable Item 3: SEC Use Item 4: Place of Organization: Utah Items 5-8: Number of Shares Owned With: Item 5: Sole Voting Power: 485,529 Item 6: Shared Voti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41727 GEN Restaurant Group, Inc.

GEN Restaurant Group, Inc. Announces First Quarter 2024 Financial Results

Exhibit 99.1 GEN Restaurant Group, Inc. Announces First Quarter 2024 Financial Results Cerritos, CA, May 14, 2024 - GEN Restaurant Group, Inc. (“GEN” or the “Company”), owner of GEN Korean BBQ, a fast-growing cook-it-yourself casual dining concept, is announcing financial results for the first quarter ended March 31, 2024. First Quarter 2024 Financial and Recent Operational Highlights • Total reve

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commission

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. )

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)

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. )

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)

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G (including amendments thereto) with respect to the Class A Common Stock of GEN Restaurant Group, Inc.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

EX-2 3 ex2.htm EXHIBIT 2 EXHIBIT 2 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP PREAETORIAN PR LLC HARRIS KUPPERMAN PRAETORIAN CAPITAL FUND LLC

GENK / GEN Restaurant Group, Inc. / Praetorian PR LLC - SC 13G Passive Investment

SC 13G 1 gen13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GEN Restaurant Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 36870C104 (CUSIP Number) March 7, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

GEN Restaurant Group Clawback Policy.

Exhibit 97.1 GEN Restaurant Group, Inc. Clawback Policy The Board of Directors (the “Board”) of GEN Restaurant Group, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (the “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Poli

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commissio

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name of the Subsidiary State or Other Jurisdiction of Incorporation or Organization GEN Restaurant Group, LLC California JC Group International Inc. California GEN Restaurant Investment, LLC California GEN California, LLC California GEN Arizona, LLC Arizona GEN Nevada, LLC Nevada GEN Alhambra, LLC Delaware GEN Cerritos, LLC Delaware GEN Torrance, LLC Del

GEN Restaurant Group, Inc. Announces Fourth Quarter 2023 Financial Results

Exhibit 99.1 GEN Restaurant Group, Inc. Announces Fourth Quarter 2023 Financial Results Cerritos, CA, March 06, 2024 - GEN Restaurant Group, Inc. (“GEN” or the “Company”), owner of GEN Korean BBQ, a fast-growing cook-it-yourself casual dining concept, today announced financial results for the fourth quarter and year ended December 31, 2023. Highlights for the Fourth quarter ended December 31, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41727 GEN Restaurant

US36870C1045 / GEN Restaurant Group, Inc. / Woodson Capital Management, LP Passive Investment

SC 13G/A 1 woodson-genk12323a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GEN Restaurant Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 36870C104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate

US36870C1045 / GEN Restaurant Group, Inc. / GRATIA CAPITAL, LLC Passive Investment

SC 13G/A 1 d704361313g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GEN Restaurant Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 36870C104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Chec

US36870C1045 / GEN Restaurant Group, Inc. / Portolan Capital Management, LLC - SC 13G Passive Investment

SC 13G 1 tm2333056d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d –1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d–2. (Amendment No. )* GEN Restaurant Group, Inc. (Name of Issuer) Class A Common (Title of Class of Securities) 36870C104 (CUSIP Number) Dec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 GEN Restaurant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2023 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commi

This presentation may include “forward-looking statements” with the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Exchange Act of 1934, as amended. All forward-looking statements are subject to a n

Investor Overview November 2023 Exhibit 99.1 This presentation may include “forward-looking statements” with the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Exchange Act of 1934, as amended. All forward-looking statements are subject to a number of risks, uncertainties and assumptions, and you should not rely upon forward-looking statements as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41727 GEN Restaurant Group, Inc.

GEN Restaurant Group, Inc. Announces Third Quarter 2023 Financial Results

Exhibit 99.1 GEN Restaurant Group, Inc. Announces Third Quarter 2023 Financial Results Cerritos, CA, November 14, 2023 - GEN Restaurant Group, Inc. (“GEN” or the “Company”), owner of GEN Korean BBQ, a fast-growing cook-it-yourself casual dining concept, today announced financial results for the third quarter ended September 30, 2023. Highlights for the Third quarter ended September 30, 2023 were a

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commi

US36870C1045 / GEN Restaurant Group, Inc. / GRATIA CAPITAL, LLC Passive Investment

SC 13G 1 d704361313-g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GEN Restaurant Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 36870C104 (CUSIP Number) September 18, 2023 (Date of Event Which Requires Filing of this Statement) Check t

Business Loan Agreement among GEN Restaurant Group, Inc., GEN Restaurant Companies, LLC and PCB Bank, effective as of September 25, 2023 (incorporated by reference to the Company’s Form 8-K, Exhibit 10.1, filed October 4, 2023)

Exhibit 10.1 BUSINESS LOAN AGREEMENT Principal $20,000,000.00 Loan Date 09-25-2023 Maturity 09-25-2024 Loan No 0136316 Call / Coll Account Officer SAR Initials References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. Borrower: GEN RESTA

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Comm

This presentation may include “forward-looking statements” with the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Exchange Act of 1934, as amended. All forward-looking statements are subject to a n

Investor Overview September 2023 Exhibit 99.1 This presentation may include “forward-looking statements” with the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Exchange Act of 1934, as amended. All forward-looking statements are subject to a number of risks, uncertainties and assumptions, and you should not rely upon forward-looking statements a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 GEN Restaurant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 GEN Restaurant Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commi

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Class A Common Stock, par value $0.001 per share (the “Common Stock”) of GEN Restaurant Group, Inc., a Delaware corporation (the “

GENK / GEN Restaurant Group Inc - Class A / Chang Jae - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GEN Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36870C104 (CUSIP Number) Jae Chang 11480 South Street, Suite 205 Cerritos, CA 90703 (562) 356-9929 (Name, Address and Telephone Number of Person Authorized t

GEN Restaurant Group, Inc. Announces Second Quarter 2023 Financial Results

EX-99.1 Exhibit 99.1 GEN Restaurant Group, Inc. Announces Second Quarter 2023 Financial Results Cerritos, CA, August 14, 2023 - GEN Restaurant Group, Inc. (“GEN” or the “Company”), owner of GEN Korean BBQ, a fast-growing cook-it-yourself casual dining concept, today announced financial results for the second quarter ended June 30, 2023. Highlights for the Second quarter ended June 30, 2023 were as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2023 GEN Restaurant Gr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2023 GEN Restaurant Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41727 GEN Restaurant Group, Inc.

Master Services Agreement by and between Sysco Los Angeles Inc. and GEN Restaurant Group, dated as of August 1, 2023 (incorporated by reference to the Company’s Form 8-K, Exhibit 10.1, filed August 7, 2023)

Exhibit 10.1 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MASTER SERVICES AGREEMENT This Master Services Agreement (this “Agreement”), dated as of August 1, 2023, the “Effective Date”) is between Sysco Los Angeles Inc. (“Lead Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 GEN Restaurant Gro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2023 GEN Restaurant Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction of Incorporation) (Commission F

Executive Employment Agreement Thomas V. Croal (incorporated by reference to the Company’s Form 8-K, Exhibit 10.3, filed August 4, 2023)

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as August 4, 2023 by and between Thomas V. Croal, an individual residing in the State of California (“Executive”), and GEN Restaurant Group, Inc., a Delaware corporation (the “Company”). The Company and Executive may hereinafter each individually be referred to as a “Party” and collect

Executive Employment Agreement David Kim (incorporated by reference to the Company’s Form 8-K, Exhibit 10.1, filed August 4, 2023)

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as August 4, 2023 by and between David Kim, an individual residing in the State of California (“Executive”), and GEN Restaurant Group, Inc., a Delaware corporation (the “Company”). The Company and Executive may hereinafter each individually be referred to as a “Party” and collectively

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2023 GEN Restaurant Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction (Commission (IRS Employer of In

Non-competition Agreement David Kim (incorporated by reference to the Company’s Form 8-K, Exhibit 10.4, filed August 4, 2023)

Exhibit 10.4 NON-COMPETITION AGREEMENT This NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of August, 2023, by and among GEN Restaurant Group, Inc., a Delaware corporation (the “Company”), and David Kim (“Covenantor”). RECITALS WHEREAS, Pursuant to that certain Master Restructuring Agreement, dated as of June 26, 2023 (the “Reorganization Agreement”), Coven

Non-competition Agreement Jae Chang (incorporated by reference to the Company’s Form 8-K, Exhibit 10.5, filed August 4, 2023)

Exhibit 10.5 NON-COMPETITION AGREEMENT This NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of August, 2023, by and among GEN Restaurant Group, Inc., a Delaware corporation (the “Company”), and Jae Chang (“Covenantor”). RECITALS WHEREAS, Pursuant to that certain Master Restructuring Agreement, dated as of June 26, 2023 (the “Reorganization Agreement”), Coven

Executive Employment Agreement Jae Chang (incorporated by reference to the Company’s Form 8-K, Exhibit 10.2, filed August 4, 2023)

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as August 4, 2023 by and between Jae Chang, an individual residing in the State of California (“Executive”), and GEN Restaurant Group, Inc., a Delaware corporation (the “Company”). The Company and Executive may hereinafter each individually be referred to as a “Party” and collectively

Filing Fee Table.

EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables FORM S-8 (Form Type) GEN RESTAURANT GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fe

GEN Restaurant Group, Inc. 2023 Equity Incentive Plan.

EX-99.1 Exhibit 99.1 GEN RESTAURANT GROUP, INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose The purpose of this GEN Restaurant Group, Inc. 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other service providers of GEN Restaurant Group, Inc. and its stockholders by providing stock-based compensation and other perform

As filed with the Securities and Exchange Commission on July 14, 2023

S-8 As filed with the Securities and Exchange Commission on July 14, 2023 Registration No.

GENK / GEN Restaurant Group Inc - Class A / Ichibon Trading, LLC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GEN Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36870C104 (CUSIP Number) David Kim 11480 South Street, Suite 205 Cerritos, CA 90703 (562) 356-9929 (Name, Address and Telephone Number of Person Authorized to R

GENK / GEN Restaurant Group Inc - Class A / Wang Lauren - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GEN Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36870C104 (CUSIP Number) David Kim 11480 South Street, Suite 205 Cerritos, CA 90703 (562) 356-9929 (Name, Address and Telephone Number of Person Authorized to R

GENK / GEN Restaurant Group Inc - Class A / Manzanarez Jose - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GEN Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36870C104 (CUSIP Number) David Kim 11480 South Street, Suite 205 Cerritos, CA 90703 (562) 356-9929 (Name, Address and Telephone Number of Person Authorized to R

Lock-Up Agreement

EX-99.5 Exhibit 99.5 Lock-Up Agreement June 27, 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned understands that you, as the representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with GEN Restaurant Group

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Class A Common Stock, par value $0.001 per share (the “Common Stock”) of GEN Restaurant Group, Inc., a Delaware corporation (the “

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Class A Common Stock, par value $0.001 per share (the “Common Stock”) of GEN Restaurant Group, Inc., a Delaware corporation (the “

GENK / GEN Restaurant Group Inc - Class A / Chang Jae - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GEN Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36870C104 (CUSIP Number) Jae Chang 11480 South Street, Suite 205 Cerritos, CA 90703 (562) 356-9929 (Name, Address and Telephone Number of Person Authorized to R

VOTING AND INVESTMENT AGREEMENT

EX-99.2 Exhibit 99.2 Execution Version VOTING AND INVESTMENT AGREEMENT This Voting and Investment Agreement (this “Agreement”) is made and entered into as of June 30, 2023 (the “Effective Date”), by and among each of the stockholders of GEN Restaurant Group, Inc., a Delaware corporation (the “Corporation”), set forth on Schedule 1 and a party hereto as of the Effective Date (together with any othe

Lock-Up Agreement

EX-99.5 Exhibit 99.5 Lock-Up Agreement June 27, 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned understands that you, as the representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with GEN Restaurant Group

VOTING AND INVESTMENT AGREEMENT

EX-99.1 2 d430117dex991.htm EX-99.1 Exhibit 99.1 Execution Version VOTING AND INVESTMENT AGREEMENT This Voting and Investment Agreement (this “Agreement”) is made and entered into as of June 30, 2023 (the “Effective Date”), by and among each of the stockholders of GEN Restaurant Group, Inc., a Delaware corporation (the “Corporation”), set forth on Schedule 1 and a party hereto as of the Effective

Lock-Up Agreement

EX-99.5 Exhibit 99.5 Lock-Up Agreement June 27, 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned understands that you, as the representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with GEN Restaurant Group

VOTING AND INVESTMENT AGREEMENT

EX-99.2 Exhibit 99.2 Execution Version VOTING AND INVESTMENT AGREEMENT This Voting and Investment Agreement (this “Agreement”) is made and entered into as of June 30, 2023 (the “Effective Date”), by and among each of the stockholders of GEN Restaurant Group, Inc., a Delaware corporation (the “Corporation”), set forth on Schedule 1 and a party hereto as of the Effective Date (together with any othe

Lock-Up Agreement

EX-99.5 Exhibit 99.5 Lock-Up Agreement June 27, 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned understands that you, as the representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with GEN Restaurant Group

VOTING AND INVESTMENT AGREEMENT

EX-99.2 Exhibit 99.2 Execution Version VOTING AND INVESTMENT AGREEMENT This Voting and Investment Agreement (this “Agreement”) is made and entered into as of June 30, 2023 (the “Effective Date”), by and among each of the stockholders of GEN Restaurant Group, Inc., a Delaware corporation (the “Corporation”), set forth on Schedule 1 and a party hereto as of the Effective Date (together with any othe

VOTING AND INVESTMENT AGREEMENT

EX-99.2 Exhibit 99.2 Execution Version VOTING AND INVESTMENT AGREEMENT This Voting and Investment Agreement (this “Agreement”) is made and entered into as of June 30, 2023 (the “Effective Date”), by and among each of the stockholders of GEN Restaurant Group, Inc., a Delaware corporation (the “Corporation”), set forth on Schedule 1 and a party hereto as of the Effective Date (together with any othe

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Class A Common Stock, par value $0.001 per share (the “Common Stock”) of GEN Restaurant Group, Inc., a Delaware corporation (the “

VOTING AND INVESTMENT AGREEMENT

EX-99.2 Exhibit 99.2 Execution Version VOTING AND INVESTMENT AGREEMENT This Voting and Investment Agreement (this “Agreement”) is made and entered into as of June 30, 2023 (the “Effective Date”), by and among each of the stockholders of GEN Restaurant Group, Inc., a Delaware corporation (the “Corporation”), set forth on Schedule 1 and a party hereto as of the Effective Date (together with any othe

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Class A Common Stock, par value $0.001 per share (the “Common Stock”) of GEN Restaurant Group, Inc., a Delaware corporation (the “

GENK / GEN Restaurant Group Inc - Class A / Kim Don - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GEN Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36870C104 (CUSIP Number) David Kim 11480 South Street, Suite 205 Cerritos, CA 90703 (562) 356-9929 (Name, Address and Telephone Number of Person Authorized to R

Lock-Up Agreement

EX-99.4 Exhibit 99.4 Lock-Up Agreement June 27, 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned understands that you, as the representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with GEN Restaurant Group

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Class A Common Stock, par value $0.001 per share (the “Common Stock”) of GEN Restaurant Group, Inc., a Delaware corporation (the “

Lock-Up Agreement

EX-99.5 Exhibit 99.5 Lock-Up Agreement June 27, 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned understands that you, as the representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with GEN Restaurant Group

GENK / GEN Restaurant Group Inc - Class A / Kim David Wook Jin - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GEN Restaurant Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 36870C104 (CUSIP Number) David Kim 11480 South Street, Suite 205 Cerritos, CA 90703 (562) 356-9929 (Name, Address and Telephone Number of Person Authorized to R

GENK / GEN Restaurant Group Inc - Class A / Woodson Capital Management, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GEN Restaurant Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 36870C104 (CUSIP Number) June 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

Tax Receivable Agreement by and among GEN Restaurant Group, Inc., GEN Restaurant Companies, LLC, the TRA Holders party thereto, and David Kim, as TRA Representative, dated as of June 30, 2023 (incorporated by reference to the Company’s Form 8-K, Exhibit 10.2, filed July 6, 2023)

EX-10.2 Exhibit 10.2 Execution Version TAX RECEIVABLE AGREEMENT dated as of June 30, 2023 TABLE OF CONTENTS Page Article I DETERMINATION OF REALIZED TAX BENEFIT 2 Article II TAX BENEFIT PAYMENTS, THE CONSOLIDATED GROUP, AND TRANSFERS OF CORPORATE ASSETS 5 Article III EARLY TERMINATIONS 6 Article IV LATE PAYMENTS 10 Article V PREPARATION OF TAX RETURNS; COVENANTS; TRA REPRESENTATIVE 10 Article VI M

Amended and Restated Bylaws of GEN Restaurant Group Inc. (incorporated by reference to the Company’s Form 8-K, Exhibit 3.2, filed July 6, 2023)

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF GEN RESTAURANT GROUP, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of GEN Restaurant Group, Inc. (the “Corporation”) shall be fixed in the Amended and Restated Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certific

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 GEN Restaurant Grou

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2023 GEN Restaurant Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41727 87-3424935 (State or Other Jurisdiction (Commission (IRS Employer of

Amended and Restated Certificate of Incorporation (incorporated by reference to the Company’s Form 8-K, Exhibit 3.1, filed July 6, 2023)

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GEN RESTAURANT GROUP, INC. (a Delaware corporation) GEN RESTAURANT GROUP, INC., a corporation organized and existing under the provisions of the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended from time to time, the “DGCL”), DOES HEREBY CERTIFY AS FOLLOWS: FIRST: The name of the

Registration Rights Agreement, by and among GEN Restaurant Group, Inc. and the stockholders party thereto, dated as of June 30, 2023.

EX-10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT BY AND AMONG GEN RESTAURANT GROUP, INC. AND CERTAIN STOCKHOLDERS DATED AS OF JUNE 30, 2023 1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of June 30, 2023, is made by and among: i. GEN Restaurant Group, Inc., a Delaware corpo

GENK / GEN Restaurant Group Inc - Class A / SANDERS MORRIS HARRIS LLC - SANDERS MORRIS HARRIS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GEN RESTAURANT GROUP INC (Name of Issuer) Common Stock (Title of Class of Securities) 36870C104 (CUSIP Number) June 28, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X

3,600,000 Shares GEN Restaurant Group, Inc. Class A Common Stock

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-272253 PROSPECTUS 3,600,000 Shares GEN Restaurant Group, Inc. Class A Common Stock This is GEN Restaurant Group, Inc.’s initial public offering. We are selling 3,600,000 shares of our Class A common stock. The initial public offering price is $12.00 per share. Currently, no public market exists for the shares. After pric

As filed with the Securities and Exchange Commission on June 27, 2023

S-1MEF As filed with the Securities and Exchange Commission on June 27, 2023 Registration No.

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GEN Restaurant Group, Inc.

June 26, 2023

CORRESP June 26, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington D.C. 20549 Attention: Jennie Beysolow Re: GEN Restaurant Group, Inc. Registration Statement on Form S-1 (File No. 333-272253) Dear Ms. Beysolow: GEN Restaurant Group, Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Se

GEN Restaurant Group, Inc.

FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated June 26, 2023 Relating to Preliminary Prospectus dated June 14, 2023 Registration Statement No.

June 26, 2023

CORRESP June 26, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GEN Restaurant Group, Inc.

8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GEN Restaurant Group, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-3424935 (State of Incorporation or Organization) (I.R.S. Employer Identifi

June 23, 2023

CORRESP June 23, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street N.E. Washington, D.C. 20549 Attention: Jennie Beysolow and Erin Jaskot Re: Comment Letter dated June 22, 2023 regarding GEN Restaurant Group, Inc. Amendment No. 2 to the Registration Statement on Form S-1 Filed June 16, 2023 File No. 333-272253 Dear Ms. Be

Form 8-A

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 GEN Restaurant Group, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 87-3424935 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 11480 So

As filed with the Securities and Exchange Commission on June 23, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on June 23, 2023 Registration No.

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GEN Restaurant Group, Inc.

Form of Executive Employment Agreement

EX-10.7 Exhibit 10.7 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as [DATE] by and between [EXECUTIVE], an individual residing in the State of California (“Executive”), and GEN Restaurant Group, Inc., a Delaware corporation (the “Company”). The Company and Executive may hereinafter each individually be referred to as a “Party” and collectivel

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GEN Restaurant Group, Inc.

Form of Amended and Restated Bylaws to be in effect upon completion of this offering.

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF GEN RESTAURANT GROUP, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of GEN Restaurant Group, Inc. (the “Corporation”) shall be fixed in the Amended and Restated Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certific

Subsidiaries of the Registrant.

EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant Name of the Subsidiary State or Other Jurisdiction of Incorporation or Organization GEN Restaurant Group, LLC California JC Group International Inc. California GEN Restaurant Investment, LLC California GEN California, LLC California GEN Arizona, LLC Arizona GEN Nevada, LLC Nevada GEN Alhambra, LLC Delaware GEN Cerritos, LLC Delaware GEN Torrance,

Form of Amended and Restated Certificate of Incorporation to be in effect upon completion of this offering.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GEN RESTAURANT GROUP, INC. (a Delaware corporation) GEN RESTAURANT GROUP, INC., a corporation organized and existing under the provisions of the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended from time to time, the “DGCL”), DOES HEREBY CERTIFY AS FOLLOWS: FIRST: The name of the

Promissory Note by and between the Company and Pacific City Bank, dated March 2, 2022.

EX-10.6 6 d234580dex106.htm EX-10.6 Exhibit 10.6 PROMISSORY NOTE Principal $8,000,000.00 Loan Date 03-02-2022 Maturity 09-03-2022 Loan No 0135927 Call / Coll Account Officer SAR Initials References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “* * *” has been omitted due to text length lim

As filed with the Securities and Exchange Commission on June 16, 2023

S-1/A As filed with the Securities and Exchange Commission on June 16, 2023 Registration No.

GEN Inc. 2023 Equity Incentive Plan.

EX-10.5 Exhibit 10.5 GEN RESTAURANT GROUP, INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose The purpose of this GEN Restaurant Group, Inc. 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other service providers of GEN Restaurant Group, Inc. and its stockholders by providing stock-based compensation and other perform

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GEN Restaurant Group, Inc.

GEN Inc. 2023 Equity Incentive Plan.

EX-10.5 Exhibit 10.5 GEN RESTAURANT GROUP, INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose The purpose of this GEN Restaurant Group, Inc. 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other service providers of GEN Restaurant Group, Inc. and its stockholders by providing stock-based compensation and other perform

As filed with the Securities and Exchange Commission on June 14, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on June 14, 2023 Registration No.

Warrant to Purchase Class A Common Stock (incorporated by reference to the Company’s Form S-1, Amendment No. 1, Exhibit 4.1, filed June 14, 2023)

EX-4.1 Exhibit 4.1 GEN Restaurant Group, Inc. Warrant to Purchase Class A Common Stock Warrant No.: 2023-UW- Number of Shares of Class A Common Stock: Date of Issuance: June , 2023 (“Issuance Date”) GEN Restaurant Group, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Roth Capita

June 14, 2023

CORRESP June 14, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street N.E. Washington, D.C. 20549 Attention: Jennie Beysolow and Erin Jaskot Re: Comment Letter dated June 7, 2023 regarding GEN Restaurant Group, Inc. Registration Statement on Form S-1 Filed May 26, 2023 File No. 333-272253 Dear Ms. Beysolow and Ms. Jaskot: GE

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 GEN RESTAURANT GROUP, INC. UNDERWRITING AGREEMENT [●] Shares of Class A Common Stock [●], 2023 Roth Capital Partners, LLC As the Representative of the Several Underwriters Named on Schedule I hereto 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Gen Restaurant Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and

Form of Indemnification Agreement entered into with Directors and Executive Officers.

Exhibit 10.4 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of [●], 2023 (the “Effective Date”) by and between GEN Restaurant Group, Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”). RECITALS WHEREAS, the Board of Directors (the “Board”) has determined that the inability to attract and retain qualified persons as directors and

2023 Equity Incentive Plan (incorporated by reference to the Company’s Form S-1, Exhibit 10.5, filed May 26, 2023)

Exhibit 10.5 GEN RESTAURANT GROUP, INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose The purpose of this GEN Restaurant Group, Inc. 2023 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other service providers of GEN Restaurant Group, Inc. and its stockholders by providing stock-based compensation and other performance-bas

Form of GEN Restaurant Companies, LLC Amended and Restated Limited Liability Company Agreement to be in effect upon completion of this offering.

Exhibit 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GEN RESTAURANT COMPANIES, LLC a Delaware limited liability company dated as of , 2023 TABLE OF CONTENTS ARTICLE I GENERAL PROVISIONS 2 Section 1.1 Formation and Continuation 2 Section 1.2 Name 2 Section 1.3 Principal Place of Business; Other Places of Business 2 Section 1.4 Designated Agent for Service of Process 2 Section 1.

Powers of Attorney (included on the signature page hereto).

S-1 Table of Contents As filed with the Securities and Exchange Commission on May 26, 2023 Registration No.

Form of Tax Receivable Agreement.

Exhibit 10.2 FORM OF TAX RECEIVABLE AGREEMENT dated as of [•] TABLE OF CONTENTS Page Article I DETERMINATION OF REALIZED TAX BENEFIT 2 Article II TAX BENEFIT PAYMENTS, THE CONSOLIDATED GROUP, AND TRANSFERS OF CORPORATE ASSETS 5 Article III EARLY TERMINATIONS 6 Article IV LATE PAYMENTS 10 Article V PREPARATION OF TAX RETURNS; COVENANTS; TRA REPRESENTATIVE 10 Article VI MISCELLANEOUS 13 Article VII

Form of Registration Rights Agreement.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT BY AND AMONG GEN RESTAURANT GROUP, INC. AND CERTAIN STOCKHOLDERS DATED AS OF [●], 2023 1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [●], 2023, is made by and among: i. GEN Restaurant Group, Inc., a Delaware corporation (the “Cor

Consent of Jonathan Gregory, as director nominee.

Exhibit 99.2 CONSENT TO BE NAMED I hereby confirm my consent to being named as a person who will become a director of GEN Restaurant Group, Inc. (the “Company”), in the Registration Statement on Form S-1, including any all amendments and post-effective amendments thereto and any amendments filed under Rule 462(b) increasing the number of shares for which registration is sought (collectively, the “

Consent of Michael B. Cowan, as director nominee.

Exhibit 99.1 CONSENT TO BE NAMED I hereby confirm my consent to being named as a person who will become a director of GEN Restaurant Group, Inc. (the “Company”), in the Registration Statement on Form S-1, including any all amendments and post-effective amendments thereto and any amendments filed under Rule 462(b) increasing the number of shares for which registration is sought (collectively, the “

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of the Registrant Name of the Subsidiary State or Other Jurisdiction of Incorporation or Organization GEN Restaurant Group, LLC California JC Group International Inc. California GEN Restaurant Investment, LLC California GEN California, LLC California GEN Arizona, LLC Arizona GEN Nevada, LLC Nevada GEN Alhambra, LLC Delaware GEN Cerritos, LLC Delaware GEN Torrance, LLC Del

May 26, 2023

CORRESP May 26, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street N.E. Washington, D.C. 20549 Attention: Jennie Beysolow and Erin Jaskot Re: Comment Letter dated May 17, 2023 regarding GEN Restaurant Group, Inc. Amendment No. 4 to Draft Registration Statement on Form S-1 Submitted April 19, 2023 File No. 377-05692 Dear Ms

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GEN Restaurant Group, Inc.

CONSENT TO BE NAMED

EX-99.2 3 filename3.htm Exhibit 99.2 CONSENT TO BE NAMED I hereby confirm my consent to being named as a person who will become a director of GEN Restaurant Group, Inc. (the “Company”), in the Registration Statement on Form S-1, including any all amendments and post-effective amendments thereto and any amendments filed under Rule 462(b) increasing the number of shares for which registration is sou

Peter Wardle

DRSLTR Peter Wardle Direct: +1 213.229.7242 Fax: +1 213.229.6242 [email protected] APRIL 19, 2023 CONFIDENTIAL SUBMISSION VIA EDGAR Draft Registration Statement U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Re: GEN Restaurant Group, Inc. Registration Statement on Form S-1 Draft Registration Statement Submitted Confidentially on April 19, 2023 Dear Ladies and Gen

CONSENT TO BE NAMED

EX-99.1 Exhibit 99.1 CONSENT TO BE NAMED I hereby confirm my consent to being named as a person who will become a director of GEN Restaurant Group, Inc. (the “Company”), in the Registration Statement on Form S-1, including any all amendments and post-effective amendments thereto and any amendments filed under Rule 462(b) increasing the number of shares for which registration is sought (collectivel

As confidentially submitted to the Securities and Exchange Commission on April 19, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein is strictly confidential.

Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 19, 2023.

As confidentially submitted to the Securities and Exchange Commission on March 24, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein is strictly confidential.

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on March 24, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein is strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 3 to F

March 24, 2022

March 24, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street N.E. Washington, D.C. 20549 Attention: Jennie Beysolow Re: Comment Letter dated February 10, 2022 regarding GEN Restaurant Group, Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted January 26, 2022 File No. 377-05692 Dear Ms. Beysolow: GEN

As confidentially submitted to the Securities and Exchange Commission on January 26, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein is strictly confidential.

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on January 26, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein is strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 2 to

January 26, 2022

January 26, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street N.E. Washington, D.C. 20549 Attention: Jennie Beysolow Re: Comment Letter dated January 21, 2022 regarding GEN Restaurant Group, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted December 27, 2021 File No. 377-05692 Dear Ms. Beysolow: G

As confidentially submitted to the Securities and Exchange Commission on December 23, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein is strictly confidential.

DRS/A 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on December 23, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein is strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 1 t

December 23, 2021

December 23, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street N.E. Washington, D.C. 20549 Attention: Jennie Beysolow Re: Comment Letter dated December 10, 2021 regarding GEN Restaurant Group, Inc. Draft Registration Statement on Form S-1 Submitted November 12, 2021 File No. 377-05692 Dear Ms. Beysolow: GEN Restaurant Gro

As confidentially submitted to the Securities and Exchange Commission on November 12, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein is strictly confidential.

DRS 1 filename1.htm Table of Contents As confidentially submitted to the Securities and Exchange Commission on November 12, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein is strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-1 REGISTRATI