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GEN Restaurant Group, Inc.

For the period ended Jun 23, 2026. Filed Apr 30, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 23, 2026 · Filed Apr 30, 2026

Use the contents to explore the available documents and sections.

GENK$1.27-2.3%Stored close · as of Nov 6, 2026
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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)-(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under § 240.14a-12

(name of registrant as specified in its charter)

(name of person(s) filing proxy statement, if other than registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

11480 South Street, Suite 205

Cerritos, CA 90703

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Tuesday, June 23, 2026

10:00 a.m. Pacific Time

Online atwww.proxydocs.com/GENK

GEN Restaurant Group, Inc., a Delaware corporation (the “Company,” “we” or “us”) is holding its 2026 annual meeting of stockholders virtually by live webcast at 10:00 a.m., Pacific Time, on Tuesday, June 23, 2026, for the following purposes:

to elect two Class III directors to hold office until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

to ratify the appointment of CBIZ CPAs P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026; and

to transact such other business as may be properly presented at the meeting or any adjournment or postponement of the meeting.

The Board recommends that you vote“FOR”the election of the director nominees, and“FOR”the ratification, on an advisory basis, of the appointment of CBIZ CPAs P.C. (“CBIZ”) as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

Stockholders of record at the close of business on April 24, 2026 are entitled to notice of and to vote at the meeting.

We have elected to use the notice and access rules adopted by the Securities and Exchange Commission (the “SEC”) to provide our stockholders access to our proxy materials and 2025 Annual Report by notifying them of the availability of our proxy materials and 2025 Annual Report via the Internet. The notice and access model gives the Company a fast, efficient and lower-cost way to furnish stockholders with their proxy materials and reduces our impact on the environment. As a result, on or about May 7, 2026, we will mail to our stockholders an “Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on Tuesday, June 23, 2026” (the “Notice”) with instructions on how to access our proxy materials and the 2025 Annual Report via the Internet and how to vote online. On the date of mailing of the Notice, all stockholders may access our proxy materials on a website referred to, and at the URL address included in, the Notice and in our proxy statement. Our proxy materials are available free of charge.

Stockholders of record as of April 24, 2026 will be able to participate in our virtual annual meeting by visitingwww.proxydocs.com/GENK. To participate in our virtual annual meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Our virtual annual meeting will begin promptly at 10:00 a.m., Pacific Time, on Tuesday, June 23, 2026. Online check-in will begin at 9:45 a.m., Pacific Time, on Tuesday, June 23, 2026, and you should allow ample time for the online check-in procedures. Appropriate questions may be submitted at any time during the meeting, and they will be addressed at the conclusion of the Company’s prepared remarks.

By Order of the Board of Directors of the Company,

Thomas V. Croal, Chief Financial Officer & Corporate Secretary

April 30, 2026

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on June 23, 2026

This Notice of Annual Meeting, the proxy statement and our 2025 Annual Report are available on the Internet at

www.proxydocs.com/GENK

These materials are also available on our website at www.genkoreanbbq.com under: Investor Relations.

The other information on our corporate website does not constitute part of this Notice of Annual Meeting or the accompanying proxy statement.

PROXY STATEMENT

For the Annual Meeting of

Stockholders To Be Held on Tuesday, June 23, 2026

TABLE OF CONTENTS

Introduction1
Voting and Other Information2
Proposal No. 1 – Election of Directors5
Director Nominees5
Continuing Directors5
Board Composition7
Director Independence7
Insider Trading Policy7
Director Election Standard7
Vote Required8
Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm9
Change in Auditors9
Audit Fees10
Vote Required10
Board Matters11
Family Relationships11
Director Compensation11
Directors' 2025 Compensation11
Corporate Governance Matters12
Board Leadership Structure12
Role of Our Board in Risk Oversight12
Clawback Policy12
Related Person Transactions13
Committees of the Board18
Audit Committee18
Compensation and Human Capital Committee19
Nominating and Governance Committee19
Board and Stockholder Meeting Attendance20
Compensation Committee Interlocks and Insider Participation20
Non-Board Advisor
Stockholder Communication with our Board of Directors20
Code of Business Conduct and Ethics20
Delinquent Section 16(a) Reports
Report of the Audit Committee21
Executive Compensation22
Information About our Executive Officers22
2025 Summary Compensation Table22
Narrative Disclosure to Summary Compensation Table22
Base Salary22
Annual Bonus22
Employment Agreements23
Stock Subject to 2023 Plan24
Limits on Non-Employee Director Compensation24
Types of Awards24
Equity Grant Timing Policies24
Outstanding Equity Awards at 2025 Fiscal Year-End25
Principal Stockholders26
Security Ownership of Certain Beneficial Owners and Management26
Equity Compensation Plan Information27
Stockholder Proposals and Nominations for 2027 Annual Meeting28
Inclusion of Proposals in the Company’s 2027 Proxy Statement and Proxy Card Under SEC Rules28

PROXY STATEMENT

For the 2026 Annual Meeting of Stockholders

Tuesday, June 23, 2026

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.