Genesco (GCO) SVP Andrew Gray has shares withheld for taxes on vesting

Rhea-AI Filing Summary

GENESCO INC Senior VP Andrew Gray reported a routine tax-related share disposition. On the vesting of restricted stock granted under the Third Amended and Restated 2020 Equity Incentive Plan, 2,141 shares of common stock were withheld to cover minimum tax withholding liability at an implied value of $28.39 per share.

After this tax-withholding event, Gray directly holds 86,995 shares of GENESCO common stock. This was not an open-market sale but an automatic share withholding tied to equity compensation vesting.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gray Andrew

Role Senior VP

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,141	$28.39	$61K

Holdings After Transaction: Common Stock — 86,995 shares (Direct)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 2,141 shares Implied price per share: $28.39 per share Shares held after transaction: 86,995 shares

3 metrics

Shares withheld for taxes 2,141 shares Tax-withholding disposition on restricted stock vesting

Implied price per share $28.39 per share Value used for tax-withholding disposition

Shares held after transaction 86,995 shares Direct ownership following tax-withholding event

Key Terms

restricted stock, Third Amended and Restated 2020 Equity Incentive Plan, tax withholding liability, 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.

Third Amended and Restated 2020 Equity Incentive Plan financial

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

tax withholding liability financial

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

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^*

Gray Andrew

(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)
	Senior VP

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		2,141(1)	D	$28.39	86,995	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) Senior VP Andrew Gray report?

Andrew Gray reported an automatic tax-withholding disposition of 2,141 GENESCO common shares. These shares were withheld when restricted stock vested under the company’s 2020 equity plan, rather than sold on the open market, as part of covering required tax obligations.

Was Andrew Gray’s GENESCO (GCO) Form 4 a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy minimum tax withholding when restricted stock vested, a common administrative step in equity compensation programs.

How many GENESCO (GCO) shares were withheld for Andrew Gray’s taxes?

A total of 2,141 GENESCO common shares were withheld to cover Andrew Gray’s minimum tax withholding liability. The disposition price reported was $28.39 per share, reflecting the value used for this tax-related share withholding transaction.

How many GENESCO (GCO) shares does Andrew Gray hold after this Form 4?

Following the tax-withholding disposition, Andrew Gray directly holds 86,995 GENESCO common shares. This figure reflects his remaining direct ownership after 2,141 shares were withheld in connection with the vesting of restricted stock under the company’s equity incentive plan.

What plan governed the restricted stock in Andrew Gray’s GENESCO (GCO) filing?

The restricted stock that vested was granted under GENESCO’s Third Amended and Restated 2020 Equity Incentive Plan. When these shares vested, a portion was automatically withheld to satisfy minimum tax withholding requirements associated with the equity compensation award.