Genesco (GCO) Senior VP Andrew Gray receives 34,579-share restricted stock grant

Rhea-AI Filing Summary

Genesco Inc. Senior VP Andrew Gray received a new equity award. On February 5, 2026, he was granted 34,579 shares of Genesco common stock as restricted stock under the Third Amended and Restated 2020 Equity Incentive Plan at a stated price of $0.00 per share, reflecting a compensation grant rather than an open-market purchase. Following this award, Gray beneficially owns 89,136 shares of Genesco common stock in direct form.

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)
02/05/2026

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	02/05/2026		A		34,579(1)	A	$0.00	89,136	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. Grant of restricted stock under the Third Amended and Restated 2020 Equity Incentive Plan.

	Scott E. Becker, Attorney-in-Fact	02/06/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Genesco (GCO) Senior VP Andrew Gray report in this Form 4?

Andrew Gray reported receiving 34,579 shares of Genesco common stock as a restricted stock grant. The award was made on February 5, 2026 under the Third Amended and Restated 2020 Equity Incentive Plan as part of his equity compensation.

How many Genesco (GCO) shares did Andrew Gray receive and at what price?

Andrew Gray received 34,579 shares of Genesco common stock at a stated transaction price of $0.00 per share. This zero-price entry indicates a compensatory grant of restricted stock rather than a market purchase, consistent with equity incentive plan awards.

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

After the reported grant, Andrew Gray beneficially owns 89,136 shares of Genesco common stock. The Form 4 lists these holdings as directly owned, reflecting his total direct common stock position following the restricted stock award.

What is the source of the restricted stock granted to Andrew Gray at Genesco (GCO)?

The restricted stock granted to Andrew Gray comes from Genesco’s Third Amended and Restated 2020 Equity Incentive Plan. This plan authorizes equity-based compensation awards, and the footnote explains that the February 5, 2026 grant was made under this specific incentive program.

Is Andrew Gray’s Genesco (GCO) equity reported as directly or indirectly owned?

The Form 4 indicates that Andrew Gray’s 89,136 Genesco common shares are held with direct ownership. The ownership form column shows “D” for direct, and no separate entity or indirect beneficial ownership structure is described in the filing excerpt.

What does a transaction code “A” mean in Andrew Gray’s Genesco (GCO) Form 4?

Transaction code “A” on the Form 4 indicates an acquisition of securities, not a sale. In this case, it reflects the award of 34,579 restricted shares to Andrew Gray as part of his compensation rather than a purchase in the open market.