GEN Restaurant Group Inc-A美股招股说明书(2026-08-10版)

GEN RESTAURANT GROUP, INC. ClassA Common Stock We have entered into a sales agreement (the “Sales Agreement”), with Roth Capital Partners, LLC (“Roth”), as our sales agent, relating to the sale of shares of our ClassAcommon stock, par value $0.001 per share (our “common stock”), offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of theSales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $3,740,000 from time to time through Roth as sales agent orprincipal. Our common stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “GENK.” On August6, 2026, the last reported sale price of our common stock on Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by any method that is deemed to be an “at the marketoffering” as defined in Rule415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). Roth is not required to sell any specific amount, but will act as our salesagent using commercially reasonable efforts to sell on our behalf all of the common stock requested to be sold by us, consistent with its normal trading and sales practices, onmutually agreed terms between Roth and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. We will pay Roth a commission of up to 3% of the aggregate gross proceeds we receive from each sale of our shares of common stock pursuant to the Sales Agreement. See“Plan of Distribution” for additional information regarding the compensation to be paid to Roth. In connection with the sale of the common stock on our behalf, Roth will bedeemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Roth will be deemed to be underwriting commissions or discounts. We have alsoagreed to provide indemnification and contribution to Roth with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934,as amended (the “Exchange Act”). The aggregate market value of our outstanding common stock held bynon-affiliatesis $11,339,596, based on 5,364,808 shares of our common stock outstanding on July30,2026, of which 4,908,916 shares were held bynon-affiliates,and a price of $2.31 per share, the closing price of our common stock on June11, 2026. We have not sold anysecurities pursuant to General Instruction I.B.6 of FormS-3during the 12 calendar months prior to and including the date of this prospectus supplement. INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE S-8 OF THISPROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED BY REFERENCE IN THIS PROSPECTUSSUPPLEMENT AND THE ACCOMPANYING PROSPECTUS CONCERNING FACTORS YOU SHOULD CONSIDERBEFORE INVESTING IN OUR COMMON STOCK. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense. You should assume that the information appearing or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writingprospectus prepared by us or on our behalf is accurate only as of their respective dates or on the date or dates which are specified in such documents, and that anyinformation in documents that we have incorporated by reference is accurate only as of the date of such document incorporated by reference. Our business, financialcondition, liquidity, results of operations and prospects may have changed since those dates. Roth Capital Partners The date of this prospectus supplement is August10, 2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCEPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONCERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCKPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSTHE COMPANYGENERAL INFORMATIONWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCERISK FACTORSCAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICY DESCRIPTION OF CAPITAL STOCK PLAN OF DISTRIBUTION Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the“SEC”) using a “shelf” registration process. By using a shelf registration statement, we may offer shares of our common stock having an aggregateoffering price of up to $3,740,000 from time to time under this prospectus supplement at prices and on