Genesco (GCO) counsel covers tax bill via 1,062-share withholding

Rhea-AI Filing Summary

Genesco Inc. SVP, Secretary & General Counsel Scott E. Becker reported an automatic tax withholding of 1,062 shares of common stock on February 1, 2026. The shares were withheld at $28.93 each to cover minimum tax due on vesting of restricted stock under the company’s Second Amended and Restated 2020 Equity Incentive Plan. After this withholding, he directly holds 59,201 Genesco common 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^*

Becker Scott E

(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)
	SVP, Secretary & Gen Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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		1,062(1)	D	$28.93	59,201	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	02/02/2026
	** Signature of Reporting Person	Date
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FAQ

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

Genesco reported that Scott E. Becker had 1,062 common shares withheld to cover taxes. The withholding occurred on February 1, 2026, in connection with vesting of restricted stock granted under the Second Amended and Restated 2020 Equity Incentive Plan.

Was the Genesco (GCO) Scott E. Becker Form 4 a discretionary stock sale?

No, the Form 4 shows an automatic tax withholding transaction coded "F" rather than an open-market sale. Shares were retained by the company to satisfy minimum tax obligations tied to restricted stock vesting under Genesco’s 2020 equity incentive plan.

How many Genesco (GCO) shares were withheld from Scott E. Becker and at what price?

A total of 1,062 Genesco common shares were withheld from Scott E. Becker at $28.93 per share. This withholding satisfied minimum tax liabilities triggered by the vesting of restricted stock awarded under the company’s Second Amended and Restated 2020 Equity Incentive Plan.

How many Genesco (GCO) shares does Scott E. Becker own after this Form 4 transaction?

After the reported transaction, Scott E. Becker directly owns 59,201 Genesco common shares. This figure reflects his holdings following the 1,062-share tax withholding tied to restricted stock vesting, as disclosed in the insider trading report filed under Section 16.

What role does Scott E. Becker hold at Genesco (GCO) in this Form 4 filing?

In this filing, Scott E. Becker is identified as an officer of Genesco, serving as SVP, Secretary & General Counsel. His status as an executive makes him a reporting person required to disclose equity-related transactions in company stock on Form 4.