Genesco (GCO) SVP Parag Desai has 1,193 restricted shares withheld for taxes

Rhea-AI Filing Summary

Genesco Inc. insider Parag Desai, SVP and Chief Strategy & Digital Officer, reported a routine tax-related share withholding. On February 1, 2026, 1,193 shares of common stock were withheld at $28.93 per share to cover minimum tax obligations upon vesting of restricted stock. After this transaction, Desai directly beneficially owned 100,185 shares of Genesco common stock.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Desai Parag

(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)
	SVP, Chief Strat & Dig Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		F		1,193(1)	D	$28.93	100,185	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	02/02/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Genesco (GCO) report for Parag Desai?

Genesco reported that executive Parag Desai had 1,193 shares of common stock withheld on February 1, 2026. The shares were withheld to satisfy minimum tax withholding obligations when restricted stock vested under the company’s Second Amended and Restated 2020 Equity Incentive Plan.

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

No, the Form 4 for Genesco shows a tax withholding event, not an open-market sale. Shares were withheld at $28.93 per share to cover minimum tax liabilities tied to vesting restricted stock granted under the 2020 equity incentive plan.

How many Genesco (GCO) shares does Parag Desai own after this Form 4?

After the reported tax withholding transaction, Parag Desai beneficially owns 100,185 shares of Genesco common stock directly. This figure reflects his holdings following the withholding of 1,193 shares related to the vesting of restricted stock awards.

What does transaction code "F" mean in Genesco (GCO) insider filings?

In this Genesco Form 4, transaction code "F" indicates shares were withheld to pay taxes on equity compensation. Specifically, 1,193 shares were withheld upon vesting of restricted stock to satisfy minimum tax withholding requirements under the company’s equity incentive plan.

At what price were the Genesco (GCO) shares withheld for taxes?

The Form 4 reports that 1,193 Genesco common shares were withheld at $28.93 per share. This price is used solely for the tax withholding calculation related to the vesting of restricted stock, rather than reflecting an open-market transaction.

What equity plan is referenced in the Genesco (GCO) Form 4 footnote?

The footnote explains that shares were withheld under the Second Amended and Restated 2020 Equity Incentive Plan. Restricted stock granted through this plan vested, triggering a minimum tax withholding requirement that was satisfied by withholding 1,193 Genesco common shares.