[Form 4] Genesco Inc. Insider Trading Activity

Rhea-AI Filing Summary

Peapack-Gladstone Financial Corporation (ticker: PGC) has filed a Form S-8 with the SEC to register shares that will be issued under its new 2025 Long-Term Incentive Plan. The filing incorporates by reference the company’s most recent Form 10-K, 10-Q, and certain 8-K items, thereby making those reports part of the prospectus delivered to plan participants. Key provisions include:

• Plan scope: Covers equity awards such as Restricted Stock Units (RSUs) and Performance RSUs for employees and non-employee directors (Exhibits 10.2-10.4).
• Indemnification & Exculpation: Article VI of the certificate of incorporation and New Jersey corporate law permit indemnification and advancement of expenses for directors and officers, subject to customary limitations (e.g., bad faith, breach of loyalty, or improper personal benefit).
• Required undertakings: Standard S-8 undertakings to file post-effective amendments, reflect material changes, and remove unsold securities.
• Exhibits: Legal opinion (Exhibit 5), auditor consent (Exhibit 23.2) and a power of attorney are provided; corporate charter and by-laws are incorporated by reference.

The document is administrative in nature—there are no revenue, earnings, or share-count amounts disclosed. Investors should monitor subsequent filings (Rule 424(b) prospectus or 10-K/10-Q updates) to gauge any dilution once awards are granted and issued.

Positive

• Alignment of interests: Establishing a 2025 Long-Term Incentive Plan can motivate management and directors toward long-term value creation.
• Standard legal protections: Indemnification, exculpation, and D&O insurance provisions reduce personal risk for qualified leaders, aiding talent retention.

Negative

• Potential dilution: Issuance of new equity under the plan will increase outstanding shares once awards vest, though the magnitude is currently unknown.
• Lack of quantitative detail: The S-8 omits the exact share count and overall dilution percentage, leaving investors without key metrics.

Insights

Securities Analyst

TL;DR: Routine S-8 registers equity for the 2025 LTIP; limited immediate impact, but potential dilution once awards vest.

The S-8 simply places shares on file so equity incentives can be granted under the new 2025 Long-Term Incentive Plan. Because the filing does not specify the number of shares or the potential dilution percentage, investors cannot yet quantify the prospective effect on share count. Nevertheless, equity-based compensation aligns employee incentives with shareholder interests and is typical for publicly traded banks of PGC’s size. No financial statements, capital raises, or strategic transactions are introduced in this document; therefore the short-term market impact is likely neutral. Future proxy statements and quarterly reports will reveal actual award levels and dilution.

Corporate Governance Expert

TL;DR: Filing formalizes LTIP and details robust indemnification; governance standards appear conventional.

From a governance perspective, the company employs industry-standard indemnification and exculpation clauses that protect directors and officers, mirroring New Jersey corporate statutes. The inclusion of advance-expense provisions and D&O insurance disclosure is consistent with peer practices. Adoption of a new LTIP, supported by tailored RSU and PRSU agreements, suggests an emphasis on performance-based pay structures. Provided the plan received shareholder approval (implied by proxy reference), the governance impact is neutral-to-positive, contingent on clear disclosure of award metrics in future filings.

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^*

Lambros John F

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		A		5,393(1)	A	$0.00	19,800	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	06/30/2025
	** 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 is Peapack-Gladstone Financial Corporation registering on Form S-8?

PGC is registering shares to be issued under its 2025 Long-Term Incentive Plan for employees and non-employee directors.

Does the filing disclose how many shares are being registered?

No. The provided excerpt does not state the number of shares or dollar value in the filing-fee table.

Will the new incentive plan cause dilution for existing PGC shareholders?

Yes, equity awards under the plan will eventually increase the share count, but the extent of dilution is not specified in this document.

Are there any financial results or earnings figures in this Form S-8?

No. The document is administrative; it incorporates previously filed 10-K and 10-Q reports for financial information.

What legal protections does PGC provide to its directors and officers?

Article VI of the charter offers indemnification and exculpation, and the company carries D&O insurance, subject to standard legal limits.