Genesco extends credit facility, trims loan margins

Genesco Inc. amended its main credit agreement on January 16, 2026, primarily to extend the revolving credit facility’s maturity to January 16, 2031.

Rhea-AI Filing Summary

Genesco Inc. amended its main credit agreement on January 16, 2026, primarily to extend the revolving credit facility’s maturity to January 16, 2031. The amendment keeps the existing borrowing base calculations and collateral structure in place, so the way availability is measured does not change.

The company only has to meet a financial covenant if Excess Availability falls below the greater of $22.5 million or 10% of the loan cap, in which case it must maintain a fixed charge coverage ratio of at least 1.0:1.0. The amendment also replaces the Canadian Dollar Offered Rate with Term CORRA for Canadian borrowings and removes a credit spread adjustment, which lowers the Term SOFR interest rate on domestic borrowings. Updated pricing grids set Applicable Margins of 1.25%–1.75% for Term SOFR, Term CORRA and alternative currency loans, and 0.25%–0.75% for domestic and Canadian prime or index rate loans, based on average daily Excess Availability.

Insights

Credit markets and capital structure analyst

Genesco extends key credit facility to 2031 and modestly lowers interest costs while keeping covenants conditional on low availability.

The amendment pushes the revolving credit facility maturity out to January 16, 2031, which lengthens funding visibility and reduces near-term refinancing risk tied to this agreement. Importantly, the borrowing base mechanics and collateral package stay the same, so the way lenders calculate available liquidity is unchanged.

Financial covenants only apply when Excess Availability drops below the greater of $22.5 million or 10% of the loan cap. At that point, Genesco must keep a minimum fixed charge coverage ratio of 1.0:1.0, which can become binding if earnings weaken or cash outflows rise. The move from CDOR to Term CORRA for Canadian loans and removal of the credit spread adjustment on Term SOFR slightly reduce interest expense, while the updated pricing grid sets margins between 1.25% and 1.75% for benchmark-rate loans and 0.25% to 0.75% for prime and index-rate options.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

FAQ

What did Genesco Inc. (GCO) change in its credit agreement in January 2026?

On January 16, 2026, Genesco Inc. entered into a Fourth Amendment to its Fourth Amended and Restated Credit Agreement, extending the revolving credit facility’s maturity to January 16, 2031 and updating interest rate benchmarks and pricing grids.

Did the Genesco (GCO) amendment change the borrowing base or collateral?

No. The amendment states there were no changes to how the borrowing base is calculated for domestic or Canadian revolving credit facilities, and no changes to the collateral securing obligations under the credit agreement.

What financial covenant applies under Genesco’s amended credit facility?

Genesco is only required to meet a minimum fixed charge coverage ratio of at least 1.0:1.0 if Excess Availability falls below the greater of $22.5 million or 10% of the loan cap.

How did the interest rate benchmarks change for Genesco’s loans?

For Canadian borrowings, the amendment replaces the Canadian Dollar Offered Rate with the Canadian Overnight Repo Rate Average (Term CORRA). For domestic borrowings, it removes the credit spread adjustment, reducing the Term SOFR-based interest rate.

What are the new Applicable Margin ranges under Genesco’s revolving credit facility?

The Applicable Margin for Term SOFR, Term CORRA and alternative currency loans now ranges from 1.25% to 1.75%, while the margin for domestic prime, U.S. index and Canadian prime rate loans ranges from 0.25% to 0.75%, based on average daily Excess Availability.

Does Genesco’s amended credit facility add any new pricing levels?

Yes. The amendment adjusts the pricing grid for the Applicable Margin on the revolving credit facility by adding a new Level III, with margins still determined by average daily Excess Availability.

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

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Accepted by SEC EDGAR 01/21/2026 - 04:48 PM Learn about SEC filing dates

0000018498false00000184982026-01-212026-01-21

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): January 21, 2026

Genesco Inc.

(Exact name of Registrant as Specified in Its Charter)

Tennessee			1-3083	62-0211340
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
535 Marriott Drive
Nashville, Tennessee				37214
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 615 367-7000

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 par value		GCO		New York Stock Exchange

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 1.01 Entry into a Material Definitive Agreement.

On January 16, 2026, Genesco Inc., a Tennessee corporation (the “Company”), entered into a Fourth Amendment to Fourth Amended and Restated Credit Agreement (the “Fourth Amendment”) by and among the Company, certain subsidiaries of the Company party thereto (collectively with the Company, the “Borrowers”), the lenders party thereto (the “Lenders”), and Bank of America, N.A., as agent, amending the Fourth Amended and Restated Credit Agreement, dated as of January 31, 2018 (the “Credit Agreement”), by and among the Borrowers, the Lenders party thereto and Bank of America, N.A., as Agent. The Fourth Amendment modifies the Credit Agreement to, among other things, extend the maturity date to January 16, 2031.

There were no changes made to the calculations of the borrowing base for the revolving credit facility for domestic borrowings, the borrowing base for the revolving credit facility for Canadian borrowings or the collateral securing the payment and performance of the obligations under the Credit Agreement.

The Company is not required to comply with any financial covenants unless Excess Availability is less than the greater of $22.5 million or 10% of the loan cap. If and during such time as Excess Availability is less than the greater of $22.5 million or 10% of the loan cap, the Credit Agreement requires the Company to meet a minimum fixed charge coverage ratio of (a) an amount equal to consolidated EBITDA less capital expenditures and taxes paid in cash, in each case for such period, to (b) fixed charges for such period, of not less than 1.0:1.0. The term “Excess Availability” means, as of any given date, the excess (if any) of the loan cap over the outstanding credit extensions under the Credit Agreement.

The Fourth Amendment (i) makes conforming changes to replace the Canadian Dollar Offered Rate with the Canadian Overnight Repo Rate Average (“Term CORRA”) with respect to Canadian borrowings, and (ii) removes the credit spread adjustment and thereby reduces the Term SOFR (as defined in the Credit Agreement) interest rate with respect to domestic borrowings. The Fourth Amendment also adjusts the pricing grid for the Applicable Margin (as defined in the Credit Agreement) on the Company’s revolving credit facility by adding a new level III, with margins continuing to be based on average daily Excess Availability. The Applicable Margin for Term SOFR, Term CORRA and alternative currency loans ranges from 1.25% to 1.75%, while the Applicable Margin for domestic prime rate, U.S. index rate and Canadian prime rate loans ranges from 0.25% to 0.75%.

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith:

Exhibit No.	Description
10.1	Fourth Amendment to Fourth Amended and Restated Credit Agreement, dated January 16, 2026
104	Cover Page Interactive Data File (formatted as inline XBRL)

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.

			Genesco Inc.
Date:	January 21, 2026	By:	/s/ Scott E. Becker
			Scott E. Becker Senior Vice President, Corporate Secretary and General Counsel