GEN Restaurant reshuffles Board director classes

GEN Restaurant Group, Inc. reported changes to how its Board of Directors is divided among director classes, without adding or removing any directors.

Rhea-AI Filing Summary

GEN Restaurant Group, Inc. reported changes to how its Board of Directors is divided among director classes, without adding or removing any directors. Effective April 30, 2026, Jae Chang and David Park moved from Class II to Class III, while David Kim moved from Class III to Class II.

To implement this, each director formally resigned contingent on immediate reappointment to a different class, so their Board service is considered continuous. No committee assignments were changed, and the overall size and membership of the Board remain the same.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Effective date of Board changes: April 30, 2026 Contingent resignations date: April 29, 2026 Director class change: Class II to Class III +3 more

6 metrics

Effective date of Board changes April 30, 2026 Date the Board reclassification took effect

Contingent resignations date April 29, 2026 Date Chang and Park tendered contingent resignations

Director class change Class II to Class III Jae Chang and David Park reclassified

Director class change Class III to Class II David Kim reclassified

Trading symbol GENK Class A common stock on Nasdaq Global Market

Par value per share $0.001 per share Class A common stock par value stated

Key Terms

Board of Directors, Class II members, Class III members, contingent upon, +2 more

6 terms

Board of Directors financial

"the Board of Directors (the “Board”) of GEN Restaurant Group, Inc."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

Class II members financial

"the former Class II members of the Board, were appointed as Class III members"

Class III members financial

"David Kim, the former Class III member of the Board, was appointed as a Class II member"

contingent upon financial

"tendered their resignations as directors, contingent upon their reappointment to the Board"

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 5.02 regulatory

"Item 5.02 Departure of Directors or Certain Officers; Election of Directors"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Board changes did GENK disclose in this 8-K filing?

GEN Restaurant Group, Inc. disclosed a reclassification of Board seats among its existing directors. Jae Chang and David Park moved from Class II to Class III, while David Kim moved from Class III to Class II, with all service deemed continuous and no committee changes.

Did any GENK directors leave the Board in this April 2026 update?

No directors left the Board in this update. Jae Chang, David Park, and David Kim each submitted contingent resignations solely to allow reappointment into different Board classes, so their overall Board service is treated as uninterrupted after the changes.

When did GEN Restaurant Group’s Board reclassification become effective?

The Board reclassification became effective on April 30, 2026. On that date, the Board approved moving Jae Chang and David Park to Class III and David Kim to Class II, following their contingent resignations and immediate reappointments as directors.

Were GENK Board committee assignments affected by this change?

Committee assignments were not affected by this change. The filing states the Board did not make changes to the committee assignments of any director, meaning only the class designations of certain directors changed, not their committee roles.

Why did GEN Restaurant Group directors submit contingent resignations?

The directors submitted contingent resignations to legally facilitate reappointment into different Board classes. Each resignation was effective only upon reappointment, ensuring their Board service is considered continuous while allowing GEN Restaurant Group to adjust Class II and Class III composition.

Who signed GENK’s April 30, 2026 Board change report?

Chief Financial Officer Thomas V. Croal signed the report. The signature block shows GEN Restaurant Group, Inc. authorized the Form 8-K through Thomas V. Croal in his capacity as Chief Financial Officer on April 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 04:02 PM Learn about SEC filing dates

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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 29, 2026

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

On April 30, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of GEN Restaurant Group, Inc. (the “Company”) determined to change the Board’s composition as follows: (i) Jae Chang and David Park, the former Class II members of the Board, were appointed as Class III members of the Board, and (ii) David Kim, the former Class III member of the Board, was appointed as a Class II member of the Board, in each case effective immediately. In connection with this change, on April 29, 2026, Messrs. Chang and Park tendered their resignations as directors, contingent upon their reappointment to the Board as directors and members of Class III. On the Effective Date, Mr. Kim also tendered his resignation as a director, contingent upon his reappointment to the Board as a director and a member of Class II. The resignation and reappointment of each of Messrs. Kim, Chang and Park were effected solely to change the composition of Class II and Class III of the Board, and for all other purposes, the service on the Board of each of Messrs. Kim, Chang and Park is deemed to have continued uninterrupted. The Board did not make changes to the committee assignments of any director.

1

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: April 30, 2026		By:	/s/ Thomas V. Croal
			Thomas V. Croal
			Chief Financial Officer

2

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