Genesco (NYSE: GCO) SVP uses 3,854 shares to cover tax bill

Rhea-AI Filing Summary

Genesco Inc. senior vice president Andrew Gray reported a routine tax-related share withholding. On 02/01/2026, 3,854 shares of Genesco common stock were withheld at $28.93 per share to cover minimum tax obligations triggered by the vesting of restricted stock granted under the company’s 2020 equity incentive plan. After this transaction, he directly owned 54,557 Genesco shares.

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)
02/02/2026

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		3,854(1)	D	$28.93	54,557	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
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FAQ

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

Andrew Gray reported a tax-related share withholding, not an open-market trade. On February 1, 2026, 3,854 Genesco common shares were withheld to cover minimum tax obligations arising from vested restricted stock, as part of the company’s 2020 equity incentive plan.

How many Genesco (GCO) shares were involved in Andrew Gray’s Form 4?

The filing shows 3,854 Genesco common shares were withheld. These shares were used to satisfy minimum tax withholding obligations tied to the vesting of restricted stock, rather than being sold in the open market for discretionary purposes.

At what price were Andrew Gray’s Genesco (GCO) shares withheld?

The shares were withheld at $28.93 per Genesco share. This price was applied to 3,854 shares to cover Andrew Gray’s minimum tax liability upon vesting of restricted stock awarded under the Second Amended and Restated 2020 Equity Incentive Plan.

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

Following the tax withholding transaction, Andrew Gray directly owned 54,557 Genesco common shares. This post-transaction balance reflects his remaining beneficial ownership after 3,854 shares were withheld to meet tax obligations on vested restricted stock.

Was Andrew Gray’s Genesco (GCO) Form 4 a market sale or tax withholding?

The Form 4 reflects tax withholding, not a discretionary market sale. Shares were withheld by Genesco to satisfy Andrew Gray’s minimum tax liability when restricted stock vested under the company’s equity incentive plan, a common administrative transaction for equity awards.

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

The transaction relates to the Second Amended and Restated 2020 Equity Incentive Plan. Under this plan, restricted stock vested for Andrew Gray and Genesco withheld 3,854 shares to cover required taxes instead of him paying the tax liability in cash.