GEN Restaurant Group may sell up to $25M, subject to limits

The facility's reported sales amount is $0 USD, and $25,000,000 USD remains to be sold.

Rhea-AI Filing Summary

GEN Restaurant Group, Inc. reported a committed equity facility giving it the right, in its sole discretion, to sell up to an aggregate of $25,000,000 of its common stock to an investor, subject to certain limitations. $0 USD had been sold, and $25,000,000 USD remained to be sold. The stated first sale date is September 29, 2026, and the offering claims the Rule 506(b) exemption.

Filing Explained

If the company sells common stock under this facility, those issued shares would increase the share count and reduce existing holders’ percentage ownership, absent offsetting changes.

Key Figures

Committed equity facility: $25,000,000 Total amount sold: $0 USD Total remaining to be sold: $25,000,000 USD +2 more

5 metrics

Committed equity facility $25,000,000 Aggregate amount of common stock the issuer may sell, subject to certain limitations.

Total amount sold $0 USD Amount sold under the offering.

Total remaining to be sold $25,000,000 USD Remaining amount stated for the offering.

Finders' fees $0 USD Expenses stated for finders' fees.

Date of first sale September 29, 2026 Date stated for the offering's first sale.

Key Terms

committed equity facility, Rule 506(b), Regulation D exemption

3 terms

committed equity facility financial

"offering is a committed equity facility"

A committed equity facility is a formal agreement in which a financial institution or investor promises to buy newly issued shares from a company up to a set limit over a fixed period, providing a reliable source of capital on demand. For investors, it matters because it gives the company a predictable funding backup—like a credit line but paid with stock—reducing financing risk while potentially diluting existing shareholders and signaling management’s access to growth or restructuring resources.

Rule 506(b) regulatory

"Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D exemption regulatory

"claiming a Regulation D exemption for the offering"

FAQ

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

How much can GENK sell under its equity facility?

GEN Restaurant Group, Inc. may sell up to an aggregate of $25,000,000 of its common stock to an investor, in its sole discretion and subject to certain limitations.

When was the first sale under GENK's equity facility?

The stated first sale date is September 29, 2026. The offering claims the Rule 506(b) exemption.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/14/2026 - 12:09 PM EDT Accepted by SEC EDGAR 10/14/2026 - 12:09 PM EDT Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001891856

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

GEN Restaurant Group, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
GEN Restaurant Group, Inc.
Street Address 1		Street Address 2
11480 SOUTH ST.		SUITE 205
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
CERRITOS	CALIFORNIA	90703	(562) 356-9929

3. Related Persons

Last Name	First Name	Middle Name
Kim	David
Street Address 1	Street Address 2
11480 South Street	Suite 205
City	State/Province/Country	ZIP/PostalCode
Cerritos	CALIFORNIA	90703

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Hewko	Luke
Street Address 1	Street Address 2
11480 South Street	Suite 205
City	State/Province/Country	ZIP/PostalCode
Cerritos	CALIFORNIA	90703

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Gregory	Jonathan
Street Address 1	Street Address 2
11480 South Street	Suite 205
City	State/Province/Country	ZIP/PostalCode
Cerritos	CALIFORNIA	90703

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Chang	Jae
Street Address 1	Street Address 2
11480 South Street	Suite 205
City	State/Province/Country	ZIP/PostalCode
Cerritos	CALIFORNIA	90703

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cowan	Michael	B.
Street Address 1	Street Address 2
11480 South Street	Suite 205
City	State/Province/Country	ZIP/PostalCode
Cerritos	CALIFORNIA	90703

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Park	David
Street Address 1	Street Address 2
11480 South Street	Suite 205
City	State/Province/Country	ZIP/PostalCode
Cerritos	CALIFORNIA	90703

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

X

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-09-29				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$25,000,000	USD	or Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold	$25,000,000	USD	or Indefinite

Clarification of Response (if Necessary):

Offering is a committed equity facility under which the issuer has the right, in its sole discretion, to sell to the investor up to an aggregate of $25,000,000 of the issuer's common stock from time to time, subject to certain limitations.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
GEN Restaurant Group, Inc.	/s/ Luke Hewko	Luke Hewko	Chief Financial Officer	2026-10-14

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.