Genesco (NYSE: GCO) CEO reports tax withholding of 6,179 shares

Rhea-AI Filing Summary

Genesco Inc. Board Chair, President & CEO Mimi Eckel Vaughn reported a routine tax-related share withholding. On 02/01/2026, 6,179 shares of common stock were withheld at $28.93 per share to cover minimum tax obligations upon vesting of restricted stock awards.

Following this transaction, she directly beneficially owned 398,079 shares of Genesco common stock. The filing reflects administration of equity compensation under the Second Amended and Restated 2020 Equity Incentive Plan rather than an open-market sale.

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^*

VAUGHN MIMI ECKEL

(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
X	Officer (give title below)		Other (specify below)
	Board Chair, President & CEO

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		6,179(1)	D	$28.93	398,079	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, Attorney-in-Fact	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Genesco (GCO) report for Mimi Eckel Vaughn?

Genesco reported that Mimi Eckel Vaughn had 6,179 common shares withheld at $28.93 per share to cover minimum tax obligations on vested restricted stock. After this routine tax-related transaction, she directly beneficially owned 398,079 Genesco common shares.

Was the Genesco (GCO) Form 4 transaction an open-market sale by the CEO?

No, the Form 4 shows shares withheld to satisfy minimum tax withholding upon vesting of restricted stock, not a discretionary open-market sale. This is a standard equity plan mechanism under Genesco’s Second Amended and Restated 2020 Equity Incentive Plan.

How many Genesco (GCO) shares does Mimi Eckel Vaughn own after this Form 4?

After the reported tax-withholding transaction, Mimi Eckel Vaughn directly beneficially owned 398,079 shares of Genesco common stock. This figure reflects her holdings following the withholding of 6,179 shares tied to restricted stock vesting under the company’s equity incentive plan.

What is transaction code F in the Genesco (GCO) CEO’s Form 4 filing?

Transaction code F in this Form 4 indicates shares were withheld to pay taxes in connection with equity award vesting. Here, 6,179 Genesco common shares were withheld at $28.93 per share when restricted stock vested under the company’s 2020 equity incentive plan.

What role does Mimi Eckel Vaughn hold at Genesco (GCO) in this Form 4?

In this Form 4, Mimi Eckel Vaughn is identified as Genesco’s Board Chair, President and CEO, and a director. The filing records her beneficial ownership and a routine tax-withholding transaction related to the vesting of restricted stock under the company’s equity incentive program.