8-K
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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): June 1, 2026
GEN Restaurant Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-41727 |
87-3424935 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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11480 South Street, Suite 205
Cerritos, CA |
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90703 |
(Address of Principal Executive Offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A Common stock, par value $0.001 per share |
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GENK |
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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 June 1, 2026, Thomas V. Croal notified GEN Restaurant Group, Inc. (the “Company”) of his decision to retire from his position as Chief Financial Officer, Secretary, principal financial officer and principal accounting officer of the Company, effective at the close of business on June 1, 2026. Mr. Croal’s retirement follows discussions with the Company over the past several months regarding his planned transition and the Company’s succession planning for the role. Mr. Croal’s decision to retire is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including any matter relating to the Company’s accounting principles, financial statements, or internal controls.
Following a review of succession options by Mr. Kim and the Board of Directors, on June 1, 2026, the Board appointed Luke A. Hewko as Chief Financial Officer, Secretary, principal financial officer and principal accounting officer, effective upon Mr. Croal’s retirement. To support an orderly transition, Mr. Croal shall remain an employee of the Company until June 30, 2026, and following such date, Mr. Croal has agreed to remain available to the Company in a consulting capacity to assist Mr. Hewko following his retirement. No changes have been made to Mr. Croal’s existing compensation, and following his retirement, Mr. Croal is expected to receive compensation of $250 per hour for his provision of any consulting services.
Mr. Hewko, age 33, most recently served as Chief Financial Officer of Westcliff Technologies, Inc. from 2021 to November 2025, where he built the finance function from inception through the sale of the company’s assets to Bitcoin Depot Inc. Earlier in his career, Mr. Hewko held finance and operating roles at Haas Automation, Inc. and began his career at Ernst & Young LLP. He holds an M.S. and B.S. in Accounting (cum laude) from Pepperdine University and is a Certified Public Accountant licensed in California.
On June 1, 2026, Mr. Hewko entered into an offer letter with the Company (the “Offer Letter”), pursuant to which Mr. Hewko will receive an annual base salary of $300,000 and will be eligible to participate in the Company's standard employee benefit plans. The Offer Letter also provides that a separate agreement regarding stock options will be discussed and drafted at a later date. Mr. Hewko's employment is at-will and subject to a mutual arbitration provision.
There are no arrangements or understandings between Mr. Hewko and any other person pursuant to which he was appointed, no family relationships requiring disclosure under Item 401(d) of Regulation S-K, and no transactions requiring disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 3, 2026, the Company issued a press release announcing Mr. Hewko’s appointment and Mr. Croal’s retirement. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information included or incorporated by reference in this Item 7.01, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith.
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.
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GEN RESTAURANT GROUP, INC. |
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Date: June 3, 2026 |
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By: |
/s/ Luke A. Hewko |
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Luke A. Hewko |
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Chief Financial Officer |
EX-10.1
GEN RESTAURANT GROUP, INC 11480 South Street, Suite 205, Cerritos, CA 90703
Date: June 1, 2026 Dear Luke Hewko, Congratulations!
We are pleased to extend an offer of employment with Gen Restaurant Group, Inc (hereinafter “GEN”). We are confident that your expertise and leadership will be a valuable asset to our organization, and we look forward to the contributions you will make to our continued success.
You will serve in the role of Chief Financial Officer. In this capacity, you will oversee all functions of the accounting department and play a key leadership role in financial operations. Additionally, you will work closely with the Chief Executive Officer and President of Operations on accounting matters and consumer packaged goods (CPG) initiatives.
During your employment, your compensation will be paid in regular installments in accordance with the Company’s payroll process, and subject to applicable tax and other withholdings. This position is classified as exempt under federal and state wage and hour laws, which means you are not eligible for overtime pay. Your salary is intended to provide compensation for all hours worked each week.
As a Company employee, you are expected to adhere to Company policies and procedures. You will be required to sign and comply with a Confidentiality and Proprietary Information and Inventions Agreement, which prohibits unauthorized use or disclosure of Company proprietary information. You will also be expected to respect confidentiality obligations with prior employers and third parties.
Stock Options
Stock options have been discussed with the board, and a separate agreement will be discussed and drafted.
At-Will Employment
Your employment with GEN is on an at-will basis. This means that either you or the Company may terminate your employment at any time, with or without cause, and with or without prior notice. Additionally, the terms and conditions of your employment may be modified at the sole discretion of the Company, with or without cause and with or without notice.
Outside Employment
By accepting this offer, you agree to dedicate your full business time, attention, and best efforts to GEN during your employment period. As an exempt employee, you may be required to work additional hours depending on your work assignments and the needs of the Company.
Key Details of Your Employment
Location: 11480 South St. Suite 205, Cerritos, CA 90703
Start Date: June 1, 2026
Employment Status: Full Time
Classification Status: Exempt
Pay
Your starting rate will be $300,000 annually. Payroll is processed bi-weekly on Fridays.
Benefits
As part of your employment benefits, you will be provided with the opportunity to enroll in medical benefits with Kaiser or United Healthcare, and dental and vision benefits with MetLife. You are eligible to receive benefits on the 1st of the month following your first 30 days.
For the employees’ portion of medical coverage, the employer pays 50% for Kaiser or 70% for UHC. Dependent cost is the sole responsibility of the employee.
Arbitration
As a condition of your employment with GEN, you agree that any dispute, claim, or controversy arising out of or relating to your employment, the terms of this offer letter, or the termination thereof, shall be resolved exclusively through final and binding arbitration. This includes, but is not limited to, claims for wages, breach of contract, wrongful termination, discrimination, harassment, and any claims under federal, state, or local laws.
The arbitration shall be conducted in accordance with the rules of the American Arbitration Association (AAA) or another mutually agreed-upon arbitration organization, in the state of California, before a neutral arbitrator. Both you and the Company shall share the costs of arbitration as permitted by applicable law, except that the Company will bear any costs unique to arbitration that you would not otherwise incur in a court proceeding.
By signing this offer letter, you acknowledge that you are waiving any right to a trial by jury or to participate in a class or collective action against the Company, except as prohibited by applicable law. This agreement to arbitrate does not prevent you from filing a claim or charge with an administrative agency such as the Equal Employment Opportunity Commission (EEOC) or pursuing other remedies as provided by law.
This arbitration clause shall be governed by and construed in accordance with the Federal Arbitration Act (FAA) and applicable California laws.
Acknowledgment
Please confirm your acceptance of this offer by signing. We look forward to welcoming you to GEN and are excited about the great work we will accomplish together.
/s/ Luke A. Hewko
Chief Financial Officer
EX-99.1
GEN Restaurant Group Appoints Luke A. Hewko as Chief Financial Officer to Accelerate CPG and Multi-Channel Growth
Planned CFO succession brings a CPA and operator who built a direct-to-consumer business from the ground up and led a fintech platform through its sale to a Nasdaq-listed buyer, positioning GEN’s finance organization for expansion across CPG, retail, and online
CERRITOS, Calif., June 3, 2026: GEN Restaurant Group, Inc. (“GEN” or the “Company”) (Nasdaq: GENK), owner and operator of GEN Korean BBQ, today announced the appointment of Luke A. Hewko, CPA, as Chief Financial Officer, principal financial officer, and principal accounting officer, effective June 1, 2026. Mr. Hewko succeeds Thomas V. Croal, who is retiring following a planned CFO succession process.
“This was a planned leadership transition, and we are grateful to Tom for his service, leadership, and partnership,” said David Kim, Chairman and Chief Executive Officer of GEN. “Luke is exactly the finance leader we wanted for GEN’s next chapter. He built a direct-to-consumer e-commerce business from the ground up into the foundation for a platform that grew to more than $100 million in annual revenue, then built a finance organization and led it through a successful sale to a Nasdaq-listed buyer. His consumer scale-up experience is precisely what we need as we expand GEN’s opportunity across retail and online channels.”
Mr. Hewko joins at a pivotal moment. As GEN extends its brand beyond the dining room into consumer packaged goods, retail, and online commerce, his appointment brings the finance leadership the Company needs to build the systems, reporting, inventory controls, and margin visibility that scalable, multi-channel growth requires. As part of this next chapter, GEN expects to continue building out its leadership team, including hiring additional executives to lead and scale its consumer packaged goods (CPG) division.
Mr. Hewko most recently served as Chief Financial Officer of Westcliff Technologies, Inc., where he built the finance function from inception into a platform with five completed GAAP audits and led the company through the sale of its assets to Bitcoin Depot Inc. He expanded operating margins through cost discipline and operational improvements, while overseeing financial reporting, treasury, tax, strategic finance, and investor communications.
That experience traces back to Haas Automation, Inc., where he created the company’s e-commerce business and its financial and operational backbone. He led cross-functional buildout across finance, operations, and systems, designed an ASC 606-compliant revenue recognition framework, architected the general ledger and reporting, and stood up scalable infrastructure across inventory, payments, and tax. It is the same playbook GEN intends to run as it brings products to retail shelves and directly to consumers online.
“GEN is a powerful brand with a clear opportunity to reach guests wherever they are: in our restaurants, on retail shelves, and online,” said Mr. Hewko. “Scaling a CPG and direct-to-consumer business comes down to the financial foundation. Revenue recognition, inventory discipline, tax compliance, payment flows, margin analytics, forecasting, and KPI reporting all have to work together. I have built that foundation before, and I am excited to bring that builder’s mindset to GEN’s next stage of growth.”
Mr. Hewko began his career at Ernst & Young LLP. He holds a Master of Science in Accounting and a Bachelor of Science in Accounting, cum laude, from Pepperdine University, and is a Certified Public Accountant licensed in California.
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About GEN Restaurant Group, Inc.
GEN Restaurant Group, Inc. (Nasdaq: GENK) owns and operates GEN Korean BBQ, a full-service Korean BBQ dining concept. The Company is focused on delivering a differentiated guest experience across its restaurant platform while pursuing opportunities to extend the GEN brand across consumer packaged goods, retail, and digital channels.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements may be identified by the use of words such as “believe,” “intend,” “expect”, “will,” “may”, and other similar words or expressions that predict or indicate future events. All statements that are not statements of historical fact are forward-looking statements, including any statements regarding our strategy, future operations, and growth prospects, including expectations relating to the Company’s CPG division, any statements regarding the amount or timing of future revenue or revenue growth, any statements regarding future economic conditions or performance, any statements of belief or expectation, and any statements of assumptions underlying any of the foregoing or other future events. Forward-looking statements are based on current information available at the time the statements are made and on management’s reasonable belief or expectations with respect to future events, and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual performance or results to differ materially from the belief or expectations expressed in or suggested by the forward-looking statements. Additional factors or events that could cause actual results to differ may also emerge from time to time, and it is not possible for the Company to predict all of them. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law. Investors are referred to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in our subsequent filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.
