Genesco (NYSE: GCO) SVP share withholding to cover tax on vesting

Rhea-AI Filing Summary

Genesco Inc. executive Andrew Gray reported a routine tax-related share withholding. On January 12, 2026, 2,060 shares of Genesco common stock were withheld at $32.43 per share to cover minimum tax obligations triggered by the vesting of restricted stock under the Second Amended and Restated 2020 Equity Incentive Plan.

After this withholding, Gray beneficially owned 58,411 shares of Genesco common stock, held directly. This event reflects administrative settlement of taxes on equity compensation rather than an open-market sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gray Andrew

(Last) (First) (Middle)

C/O GENESCO INC.

535 MARRIOTT DRIVE

(Street)

NASHVILLE TN 37214

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GENESCO INC [ GCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior VP

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/12/2026		F		2,060(1)	D	$32.43	58,411	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to satisfy minimum tax withholding liability upon the vesting of restricted stock granted under the Second Amended and Restated 2020 Equity Incentive Plan.

	Scott E. Becker, Attorney-in-Fact	01/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Genesco (GCO) report for Andrew Gray?

Andrew Gray, a Senior VP of Genesco Inc., reported a Form 4 transaction where 2,060 shares of common stock were withheld on January 12, 2026 to cover tax obligations related to vesting restricted stock.

Was the Genesco (GCO) Andrew Gray Form 4 an open-market sale?

No. The Form 4 shows shares were withheld (transaction code F) to satisfy minimum tax withholding liability upon the vesting of restricted stock, not an open-market sale.

How many Genesco (GCO) shares were withheld for Andrew Gray’s taxes?

A total of 2,060 Genesco common shares were withheld at a price of $32.43 per share to cover tax withholding on vested restricted stock.

How many Genesco (GCO) shares does Andrew Gray own after this transaction?

Following the reported withholding, Andrew Gray beneficially owned 58,411 shares of Genesco common stock, held directly.

What equity plan is referenced in Andrew Gray’s Genesco (GCO) Form 4?

The transaction relates to restricted stock granted under the Second Amended and Restated 2020 Equity Incentive Plan, which provided the shares that vested and triggered the tax withholding.

What does transaction code F mean in the Genesco (GCO) Form 4?

Transaction code F indicates shares were withheld by the issuer to pay taxes due upon the vesting or exercise of equity awards, rather than a discretionary market sale.