Tax withholding trims Genesco (NYSE: GCO) CAO stake to 7,822

Rhea-AI Filing Summary

GENESCO INC vice president and chief accounting officer Marie Randolph reported a small share disposition related to taxes. On the vesting of restricted stock granted under the company’s Third Amended and Restated 2020 Equity Incentive Plan, 57 shares of common stock were withheld to satisfy minimum tax withholding liability. After this tax-withholding event, Randolph directly owns 7,822 shares of Genesco common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Randolph Ashley Marie

Role VP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	57	$36.18	$2K

Holdings After Transaction: Common Stock — 7,822 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 57 shares Withholding reference price: $36.18 per share Shares owned after transaction: 7,822 shares

3 metrics

Shares withheld for taxes 57 shares Tax withholding on vesting of restricted stock

Withholding reference price $36.18 per share Value used for tax-withholding disposition

Shares owned after transaction 7,822 shares Direct holdings after tax withholding

Key Terms

restricted stock, minimum tax withholding liability, Third Amended and Restated 2020 Equity Incentive Plan, tax-withholding disposition

4 terms

restricted stock financial

"upon the vesting of restricted stock granted under the Third Amended and Restated 2020 Equity Incentive Plan"

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 of restricted stock"

Third Amended and Restated 2020 Equity Incentive Plan financial

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

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:02 PM Accepted by SEC EDGAR 07/02/2026 - 04:02 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^*

Randolph Ashley Marie

(Last) (First) (Middle)

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)
	VP, Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

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	06/26/2026		F		57(1)	D	$36.18	7,822	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	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did GENESCO INC (GCO) report for Marie Randolph?

GENESCO INC reported that VP and Chief Accounting Officer Marie Randolph had 57 common shares withheld to cover taxes when restricted stock vested, under the company’s 2020 Equity Incentive Plan. This was a tax-withholding event rather than an open-market stock sale.

How many GENESCO INC (GCO) shares were withheld for taxes in this Form 4?

The Form 4 shows 57 shares of GENESCO INC common stock were withheld to satisfy minimum tax withholding liability. This occurred upon the vesting of restricted stock granted under the Third Amended and Restated 2020 Equity Incentive Plan, not through market trading.

Does the GENESCO INC (GCO) Form 4 show an open-market sale by Marie Randolph?

The Form 4 does not show an open-market sale. It reports a tax-withholding disposition where 57 shares were withheld to pay required taxes on vested restricted stock. This type of transaction is administrative and tied to equity compensation rather than discretionary selling.

How many GENESCO INC (GCO) shares does Marie Randolph hold after the reported transaction?

After the tax-withholding transaction, Marie Randolph directly owns 7,822 shares of GENESCO INC common stock. This figure reflects her position following the withholding of 57 shares to cover minimum tax obligations tied to vested restricted stock awards under the equity plan.

What GENESCO INC (GCO) equity plan is referenced in this Form 4 filing?

The filing references the Third Amended and Restated 2020 Equity Incentive Plan. The 57 shares were withheld to meet minimum tax withholding obligations when restricted stock granted under this plan vested, illustrating how the company administers taxes on equity compensation awards.