Genesco (NYSE: GCO) CEO has 22,583 shares withheld for tax obligations

Rhea-AI Filing Summary

GENESCO INC director and Board Chair, President & CEO Mimi Eckel Vaughn had 22,583 shares of Common Stock withheld on April 2, 2026 to satisfy minimum tax withholding obligations tied to the vesting of restricted stock under the company’s 2020 Equity Incentive Plan.

The shares were valued at $28.39 per share for this tax-withholding disposition. After this non-market transaction, she directly holds 375,496 shares of Genesco common stock, reflecting her continuing equity stake in the company following the restricted stock vesting.

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	22,583	$28.39	$641K

Holdings After Transaction: Common Stock — 375,496 shares (Direct)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 22,583 shares Per-share value for withholding: $28.39 per share Shares held after transaction: 375,496 shares

3 metrics

Shares withheld for taxes 22,583 shares Tax-withholding disposition on April 2, 2026

Per-share value for withholding $28.39 per share Value applied to withheld shares

Shares held after transaction 375,496 shares Direct Common Stock ownership following withholding

Key Terms

restricted stock, minimum tax withholding liability, 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"

Equity Incentive Plan financial

"granted under the Third Amended and Restated 2020 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

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.

Form 4 Insider Transactions: What Each Field Means →

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)
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		22,583(1)	D	$28.39	375,496	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, Attorney-in-Fact	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)

FAQ

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

Genesco reported that Mimi Eckel Vaughn had 22,583 shares of Common Stock withheld to cover taxes on vested restricted stock. This tax-withholding disposition is a compensation-related event, not an open-market trade, and occurred at a value of $28.39 per share.

Was the Genesco (GCO) insider transaction a sale of shares on the open market?

No, the transaction was not an open-market sale. Shares were withheld to satisfy minimum tax withholding obligations when restricted stock vested under Genesco’s Third Amended and Restated 2020 Equity Incentive Plan, using a value of $28.39 per share for the withheld shares.

How many Genesco (GCO) shares does Mimi Eckel Vaughn hold after this transaction?

After the tax-withholding disposition of 22,583 shares, Mimi Eckel Vaughn directly holds 375,496 shares of Genesco Common Stock. This figure reflects her remaining direct ownership following the vesting of restricted stock and the related tax withholding event disclosed in the filing.

What caused the tax-withholding disposition reported for Genesco (GCO) CEO Mimi Eckel Vaughn?

The disposition arose because restricted stock granted to Mimi Eckel Vaughn vested, triggering tax obligations. To satisfy minimum tax withholding, 22,583 shares were withheld under Genesco’s Third Amended and Restated 2020 Equity Incentive Plan, rather than being sold in the open market.

At what price were the withheld Genesco (GCO) shares valued in this insider filing?

The withheld shares were valued at $28.39 per share for purposes of the tax-withholding disposition. This price was used to determine how many shares of Common Stock needed to be withheld to meet the minimum tax liability from the restricted stock vesting.