Genesco SVP has 486 shares withheld for taxes

GENESCO INC executive Scott E. Becker, SVP, Secretary & General Counsel, reported a routine share disposition related to equity compensation.

Rhea-AI Filing Summary

GENESCO INC executive Scott E. Becker, SVP, Secretary & General Counsel, reported a routine share disposition related to equity compensation. 486 shares of common stock were withheld at $36.18 per share to cover minimum tax obligations when restricted stock vested under the Third Amended and Restated 2020 Equity Incentive Plan. After this tax-withholding event, Becker directly holds 66,672 shares of Genesco common stock. This was not an open-market purchase or sale but an administrative step tied to stock-based compensation.

Insider Trade Summary

Exercise Price or Tax Liability: 486 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	486	$36.18	$18K

Holdings After Transaction: Common Stock — 66,672 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: 486 shares Withholding price: $36.18 per share Shares held after transaction: 66,672 shares

3 metrics

Shares withheld for taxes 486 shares Withheld to satisfy minimum tax liability on restricted stock vesting

Withholding price $36.18 per share Value used for shares withheld for tax obligations

Shares held after transaction 66,672 shares Direct Genesco common stock ownership after tax withholding event

Key Terms

restricted stock, minimum tax withholding liability, Third Amended and Restated 2020 Equity Incentive Plan, Common Stock

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

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

Common Stock financial

"Shares withheld to satisfy minimum tax withholding liability upon the vesting of restricted stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

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

What did Genesco (GCO) executive Scott E. Becker report in this Form 4?

Scott E. Becker reported that 486 Genesco common shares were withheld to pay taxes on vested restricted stock. This was an administrative tax-withholding event, not an open-market trade, and it adjusted his holdings under the company’s equity incentive plan.

Was the Genesco (GCO) Form 4 transaction a stock sale in the market?

No, the Form 4 shows shares withheld for taxes, not a market sale. The 486 shares were retained by the company to satisfy minimum tax withholding when restricted stock vested under Genesco’s equity incentive plan.

How many Genesco (GCO) shares were involved in Scott Becker’s tax withholding?

The filing reports that 486 shares of Genesco common stock were withheld at $36.18 per share. These shares covered Becker’s minimum tax liability triggered by the vesting of restricted stock granted under the company’s 2020 equity incentive plan.

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

After the tax-withholding transaction, Scott E. Becker directly holds 66,672 shares of Genesco common stock. This figure reflects his remaining direct ownership following the withholding of 486 shares to satisfy tax obligations on vested restricted stock.

What equity plan is referenced in Scott Becker’s Genesco (GCO) Form 4 filing?

The Form 4 references the Third Amended and Restated 2020 Equity Incentive Plan. Restricted stock granted under this plan vested, creating a tax liability that was settled by withholding 486 shares of Genesco common stock instead of using cash.

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

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Accepted by SEC EDGAR 06/29/2026 - 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)
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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/26/2026		F		486(1)	D	$36.18	66,672	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	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)