Genesco (GCO) CEO Mimi Vaughn settles tax liability with 4,847 withheld shares

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GENESCO INC Board Chair, President & CEO Mimi Eckel Vaughn reported a routine tax-related share disposition. On June 26, 2026, 4,847 shares of common stock were withheld at $36.18 per share to cover minimum tax withholding upon the vesting of restricted stock granted under the Third Amended and Restated 2020 Equity Incentive Plan. After this withholding, she directly holds 445,481 shares of GENESCO common stock. This event reflects compensation-related tax settlement rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider VAUGHN MIMI ECKEL

Role Board Chair, President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	4,847	$36.18	$175K

Holdings After Transaction: Common Stock — 445,481 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for tax: 4,847 shares Tax withholding share value: $36.18 per share Shares held after transaction: 445,481 shares +1 more

4 metrics

Shares withheld for tax 4,847 shares Withheld to satisfy minimum tax withholding on restricted stock vesting

Tax withholding share value $36.18 per share Valuation used for 4,847 withheld shares

Shares held after transaction 445,481 shares Direct GENESCO common stock holdings after tax-withholding disposition

Tax-withholding shares count (summary) 4,847 shares Reported as taxWithholdingShares in transaction summary

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 04:06 PM Accepted by SEC EDGAR 06/29/2026 - 04:05 PM

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^*

VAUGHN MIMI ECKEL

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Board Chair, President & CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/26/2026		F		4,847⁽¹⁾	D	$36.18	445,481	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	06/29/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

GENESCO reported that Board Chair, President & CEO Mimi Eckel Vaughn had 4,847 shares of common stock withheld. The shares were used to satisfy minimum tax withholding obligations triggered by the vesting of restricted stock granted under the company’s Third Amended and Restated 2020 Equity Incentive Plan.

Was the GENESCO (GCO) insider transaction an open-market sale of shares?

No, the GENESCO transaction was not an open-market sale. The 4,847 shares were withheld by the company to cover minimum tax withholding when restricted stock vested, a common administrative step tied to equity compensation rather than a discretionary sale in the market.

How many GENESCO (GCO) shares does Mimi Eckel Vaughn hold after this Form 4?

After the tax-withholding disposition, Mimi Eckel Vaughn directly holds 445,481 shares of GENESCO common stock. This post-transaction holding reflects her remaining equity stake following the withholding of 4,847 shares to satisfy tax obligations related to the vesting of restricted stock awards.

What price was used for the GENESCO (GCO) tax-withholding shares?

The 4,847 GENESCO shares withheld for tax purposes were valued at $36.18 per share. This price is used solely for calculating the tax-withholding disposition associated with the vesting of restricted stock and does not describe an open-market trading price in this context.

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

The restricted stock that vested, triggering the tax withholding, was granted under GENESCO’s Third Amended and Restated 2020 Equity Incentive Plan. This plan provides equity-based compensation, such as restricted stock, to executives and other participants as part of their overall compensation package.