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~~August 186, 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 File Number)	(IRS Employer Identification No.)

11480 South Street, Suite 205 Cerritos, CA		90703
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (562) 356-9929

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Class A Common stock, par value $0.001 per share

     GENK

     The Nasdaq Stock Market LLC
(The Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition

~~The~~On ~~2025~~August ~~Annual~~6, ~~Meeting~~2025, ~~of Stockholders (the “Annual Meeting”) of~~ GEN Restaurant Group, Inc. (the “Company”) ~~was~~issued ~~held~~a ~~virtually~~press onrelease ~~June~~announcing ~~18,~~its ~~2025,~~financial atresults ~~10:00~~for ~~a.m.~~the ~~Pacific~~quarter ~~Time. Stockholders~~ended ~~considered~~June ~~two proposals at the meeting~~30, ~~which~~2025. ~~are~~A ~~described~~copy inof ~~more detail in~~ the ~~Company’s~~press ~~Definitive~~release ~~Proxy~~is ~~Statement~~furnished onas ~~Schedule~~Exhibit ~~14A~~99.1 ~~filed~~to ~~with~~this ~~the Securities and Exchange Commission on April 30, 2025~~report.

AtThe ~~the~~information ~~beginning~~included ofor ~~the~~incorporated ~~Annual~~by ~~Meeting,~~reference ~~there~~in ~~were~~this ~~5,038,461~~Item ~~shares of Class A common stock and 27~~2.02,~~761,515~~ ~~shares~~including ofExhibit ~~Class B common stock present at the Annual Meeting in person or by proxy~~99.1, ~~which~~is ~~represented~~being ~~99%~~furnished ofto the ~~combined~~Securities ~~voting~~and ~~power~~Exchange ofCommission (the ~~shares~~“SEC”) ofand ~~Class~~shall Anot ~~common~~be ~~stock~~deemed ~~and~~to ~~Class~~be B“filed” ~~common~~for ~~stock~~purposes ~~entitled~~of toSection ~~vote~~18 atof the ~~Annual~~Securities ~~Meeting~~Exchange ~~(voting~~Act ~~together~~of 1934, as aamended ~~single~~(the ~~class~~“Exchange Act”), ~~and~~or ~~which~~otherwise ~~constituted~~subject ato ~~quorum for~~ the ~~transaction~~liabilities of ~~business. Holders~~that ofsection, ~~the~~and ~~Company’s~~shall ~~Class~~not Abe ~~common~~deemed ~~stock~~incorporated ~~were~~by ~~entitled~~reference tointo ~~one~~any ~~vote~~filing ~~for~~under ~~each~~the ~~share~~Securities ~~held~~Act as of ~~the~~1933, ~~close~~as ~~of business on April 21~~amended, ~~2025~~or (the ~~“Record~~Exchange ~~Date”)~~Act, ~~and~~except ~~holders~~as ofshall ~~the~~be ~~Company’s~~expressly ~~Class~~set Bforth ~~common~~by ~~stock~~specific ~~were~~reference ~~entitled~~in tosuch ~~ten votes for each share held as of the Record Date~~filing.

~~The~~Item ~~final~~9.01 ~~voting~~Financial ~~results~~Statements ~~are~~and ~~reported below~~Exhibits.

~~Proposal~~(d) ~~One:~~Exhibits. ~~Election~~The offollowing ~~one~~exhibits ~~Class~~are ~~III~~filed ~~director, David Kim, to serve until the Company’s 2028 Annual Meeting of Stockholders~~herewith.

Name	For	Abstain	Broker Non-Votes
ExhibitNumber	Description
David Kim	277,653,664	201,799	1,670,039
99.1	Press release, dated August 6, 2025, issued by GEN Restaurant Group, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Proposal Two: Ratification of the appointment of CBIZ CPAs P.C. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

For		Against		Abstain
278,837,899		282,372		405,231

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GEN RESTAURANT GROUP, INC.
Date: June 20, 2025	By:	/s/ Thomas V. Croal
Date: August 6, 2025	By:	/s/ Thomas V. Croal
		Thomas V. Croal
		Chief Financial Officer

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