Genesco SVP has shares withheld for tax on vesting

GENESCO INC Senior VP Daniel E. Ewoldsen reported a routine tax-related share disposition.

Rhea-AI Filing Summary

GENESCO INC Senior VP Daniel E. Ewoldsen reported a routine tax-related share disposition. On the vesting of restricted stock granted under the company’s 2020 Equity Incentive Plan, 1,527 shares of common stock were withheld at $28.39 per share to satisfy minimum tax withholding obligations, leaving him with 44,749 directly owned shares.

Insights

Insider transactions analyst

Routine tax withholding on vested equity, not an open-market sale.

Senior VP Daniel E. Ewoldsen had 1,527 shares of GENESCO common stock withheld at $28.39 per share. The filing labels this as a tax-withholding disposition tied to restricted stock vesting, not a discretionary trade.

The footnote explains the shares were withheld to cover minimum tax liability upon vesting of restricted stock under the Third Amended and Restated 2020 Equity Incentive Plan. After this event, Ewoldsen still directly owns 44,749 shares, so the affected amount is small relative to his overall position.

Because this is a mechanistic tax event rather than a market sale, it carries limited informational value about Ewoldsen’s view of the stock. Future company filings may provide additional context on his overall equity compensation and any discretionary open-market activity.

Insider Trade Summary

Exercise Price or Tax Liability: 1,527 shares

Exercise Price or Tax Liability 1 txn

Insider Ewoldsen Daniel E

Role Senior VP

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,527	$28.39	$43K

Holdings After Transaction: Common Stock — 44,749 shares (Direct)

Footnotes (1)

1. F1. Shares withheld to satisfy minimum tax withholding liability upon the vesting of restricted stock granted under the Third Amended and Restated 2020 Equity Incentive Plan.

Key Figures

Shares withheld for taxes: 1,527 shares Withholding price per share: $28.39 per share Shares owned after transaction: 44,749 shares +1 more

4 metrics

Shares withheld for taxes 1,527 shares Tax-withholding disposition on 2026-04-02

Withholding price per share $28.39 per share Value used for tax-withholding shares

Shares owned after transaction 44,749 shares Direct holdings after tax withholding

Total tax-withholding transactions 1 event Form 4 transaction summary

Key Terms

restricted stock, minimum tax withholding liability, Equity Incentive Plan, tax-withholding disposition

4 terms

restricted stock financial

"upon the vesting of restricted stock granted under the Third Amended"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

minimum tax withholding liability financial

"Shares withheld to satisfy minimum tax withholding liability upon the vesting"

Equity Incentive Plan financial

"granted under the Third Amended and Restated 2020 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

What insider transaction did GENESCO (GCO) report for Daniel E. Ewoldsen?

GENESCO reported that Senior VP Daniel E. Ewoldsen had 1,527 shares of common stock withheld at $28.39 per share. The shares were retained by the company to cover minimum tax obligations triggered when his restricted stock awards vested under the 2020 Equity Incentive Plan.

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

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were automatically withheld to satisfy minimum tax liability upon vesting of restricted stock, as described in the footnote, rather than being voluntarily sold into the market by the executive.

How many GENESCO (GCO) shares were withheld for taxes from Ewoldsen’s award?

The filing states that 1,527 shares of GENESCO common stock were withheld. These shares were valued at $28.39 each and were used to cover Ewoldsen’s minimum tax withholding liability created when his restricted stock vested under the company’s equity incentive plan.

How many GENESCO (GCO) shares does Daniel E. Ewoldsen hold after this transaction?

After the tax-withholding disposition, Ewoldsen directly holds 44,749 GENESCO common shares. This post-transaction balance in the Form 4 shows that the number of shares withheld for taxes is relatively small compared with his remaining direct ownership position in the company.

What plan governed the restricted stock in this GENESCO (GCO) Form 4 filing?

The restricted stock that vested was granted under GENESCO’s Third Amended and Restated 2020 Equity Incentive Plan. The footnote clarifies that the 1,527 withheld shares were used to satisfy minimum tax withholding arising from those equity awards when they vested for the executive.

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

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Accepted by SEC EDGAR 04/06/2026 - 04:05 PM Learn about SEC filing dates

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^*

Ewoldsen Daniel E

(Last) (First) (Middle)

C/O GENESCO INC.

535 MARRIOTT DRIVE

(Street)

NASHVILLE TENNESSEE 37214

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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

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

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

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	04/02/2026		F		1,527(1)	D	$28.39	44,749	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 Third Amended and Restated 2020 Equity Incentive Plan.

	Scott E. Becker, Attorney-in-Fact	04/06/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)