GEN Restaurant Group, Inc.
For the period ended Mar 31, 2025. Filed May 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 13, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-12.
0000950170-24-125450
Unregistered Sales of Equity Securities Use of Proceeds and Issuer Purchases of Equity SecuritiesDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0000950170-25-070379
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 8 previous paragraphs and 20 current paragraphs.
5 unchanged; 1 reworded; 14 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
There have been no material changes from the risk factors associated with our business previously disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ending December 31, 2024.
Current report
A summary of common stock repurchases for the three months ended March 31, 2025 is as follows:
Current report
(1) Represents the number of shares repurchased through the $5.0 million Class A common stock repurchase program authorized by our Board of Directors and announced on March 13, 2025. During the three months ended March 31, 2025, we repurchased 33,388 shares of our Class A common stock at an aggregate cost of $200 thousand under the repurchase program. The repurchase program has no duration and may be suspended or discontinued at any time.
Current report
We are providing the following information in lieu of reporting on a Current Report on Form 8-K under Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” and Item 9.01 “Financial Statements and Exhibits”.
Current report
On May 12, 2025, we entered into an amended employment agreement with Mr. Kim (the “Employment Agreement”) to serve as our Chief Executive Officer for an additional five-year period, subject to subsequent one-year extensions unless either party gives written notice of non-extension at least 60 days prior to the expiration of the then-current term. Pursuant to the Employment Agreement, Mr. Kim is entitled to an annual base salary of $750,000 and an annual cash bonus targeted at 100% of his base salary, or at such other amount determined by the board of directors or a committee thereof. He also is eligible to receive equity incentive awards as determined by the board of directors or a committee thereof.
Current report
Upon Mr. Kim’s termination by the Company without cause of his voluntary termination for good reason (a “Covered Termination”) at any time other than during the period beginning three months prior to a change in control and ending six months after a change in control (the "CIC Protection Period"), Mr. Kim will receive (i) an amount equal to six months of his base salary at the time of his termination (or before any diminution that is the basis of his termination for good reason); (ii) a pro-rata portion of his annual bonus for the fiscal year in which his termination occurs based on actual achievement of the applicable bonus objectives and/or conditions determined by the board of directors or a committee thereof for such year; (iii) the amount of any annual bonus earned, but not yet paid, for the fiscal year prior to his termination; and (iv) six months of COBRA continuation coverage.
Current report
If Mr. Kim is subject to a Covered Termination during the CIC Protection Period, he will receive an additional amount equal to six months of his base salary at the time of his termination (or before any diminution that is the basis of his termination for good reason).
Current report
The Employment Agreement also includes customary confidentiality and non-competition provisions.
Current report
On May 12, 2025, we granted Mr. Kim 52,127 shares of our Class A common stock pursuant to the GEN Restaurant Group, Inc. 2023 Equity Incentive Plan and our form of Stock Bonus Award Agreement.
Current report
The foregoing descriptions of the Employment Agreement and our form of Stock Bonus Award agreement are not complete and are qualified by reference to the full text of the Employment Agreement and the form of Stock Bonus Award Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Current report
None of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, modified, orterminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fiscal quarter ended March 31, 2025.
Removed paragraphs (2)
Reworded paragraphs (1)
Previous wording
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
Current wording
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds