Genesco SVP reports tax withholding on vested shares

GENESCO INC senior vice president and general counsel Scott E. Becker reported a routine tax-related stock transaction.

Rhea-AI Filing Summary

GENESCO INC senior vice president and general counsel Scott E. Becker reported a routine tax-related stock transaction. On April 2, 2026, 1,946 shares of common stock were withheld at $28.39 per share to cover minimum tax obligations upon vesting of restricted stock.

After this tax-withholding disposition, Becker directly holds 57,255 shares of Genesco common stock. The filing indicates the shares relate to restricted stock granted under the company’s Third Amended and Restated 2020 Equity Incentive Plan, and does not reflect an open-market sale.

Insider Trade Summary

Exercise Price or Tax Liability: 1,946 shares

Exercise Price or Tax Liability 1 txn

Insider Becker Scott E

Role SVP, Secretary & Gen Counsel

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,946	$28.39	$55K

Holdings After Transaction: Common Stock — 57,255 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: 1,946 shares Tax withholding price: $28.39 per share Shares owned after transaction: 57,255 shares +1 more

4 metrics

Shares withheld for taxes 1,946 shares Tax-withholding disposition on April 2, 2026

Tax withholding price $28.39 per share Value used for restricted stock tax withholding

Shares owned after transaction 57,255 shares Direct common stock holdings post-transaction

Tax-withholding transactions 1 transaction, 1,946 shares Summary of Form 4 tax-withholding activity

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"

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"

Third Amended and Restated 2020 Equity Incentive Plan financial

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did GENESCO INC (GCO) report for Scott E. Becker?

Genesco reported that Scott E. Becker had 1,946 common shares withheld to cover taxes upon restricted stock vesting. This was a tax-withholding disposition, not an open-market sale, and reflects routine equity compensation processing under the company’s 2020 Equity Incentive Plan.

Was the GENESCO (GCO) insider transaction a stock sale on the open market?

No, the transaction was not an open-market sale. The 1,946 shares were withheld by the company to satisfy minimum tax withholding obligations triggered by restricted stock vesting, a common administrative feature of equity compensation plans rather than a discretionary share sale.

At what price were the GENESCO (GCO) shares withheld for Scott E. Becker’s taxes?

The shares were valued at $28.39 per share for tax-withholding purposes. This price was applied to 1,946 common shares that were retained by the company to cover Becker’s minimum tax liability when his restricted stock vested under the 2020 Equity Incentive Plan.

How many GENESCO INC (GCO) shares does Scott E. Becker hold after this transaction?

Following the tax-withholding transaction, Scott E. Becker directly holds 57,255 shares of Genesco common stock. This balance reflects his remaining ownership after 1,946 shares were withheld by the company to satisfy minimum tax obligations tied to restricted stock vesting.

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

The restricted stock came from grants under Genesco’s Third Amended and Restated 2020 Equity Incentive Plan. Shares withheld in the filing were used to cover minimum tax withholding liabilities when the restricted stock vested, consistent with standard plan mechanics for equity-based compensation.

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

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Accepted by SEC EDGAR 04/06/2026 - 04:05 PM EDT 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^*

Becker Scott 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)
	SVP, Secretary & Gen Counsel

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		1,946(1)	D	$28.39	57,255	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	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)