Form 8-K

8-K — GENESCO INC

Accession: 0001193125-26-336643

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0000018498

SIC: 5661 (RETAIL-SHOE STORES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — gco-20260806.htm (Primary)

EX-99.1 (gco-ex99_1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 06, 2026

Genesco Inc.

(Exact name of Registrant as Specified in Its Charter)

Tennessee

1-3083

62-0211340

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

535 Marriott Drive

Nashville, Tennessee

37214

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 615 367-7000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

GCO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 5, 2026, Genesco Inc. (the “Company”) and Parag D. Desai, the Company’s Senior Vice President, Chief Strategy and Digital Officer, entered into a transition agreement (the “Transition Agreement”) providing for Mr. Desai’s transition from full-time employment and his subsequent retirement from the Company.

Pursuant to the Transition Agreement, effective August 7, 2026, Mr. Desai’s employment with the Company will transition from full-time to part-time status, at which time he will cease to serve as an executive officer of the Company (including for purposes of Section 16 of the Securities Exchange Act of 1934, as amended). Mr. Desai will retain the title of Senior Vice President and Chief Strategy and Digital Officer for transition purposes from August 7, 2026 until Mr. Desai's retirement from the Company, which is expected to be effective as of October 31, 2026 (the “Transition Period”).

During the Transition Period, Mr. Desai is expected to devote a limited number of hours per month to Company matters, including transitioning his responsibilities, assisting with the onboarding of certain Company executives and transitioning external relationships. Mr. Desai will receive compensation of $10,000 per month for up to 32 hours of work per month, which amount will not be reduced in the event the Company requests fewer than 32 hours of work in any given month. Any work performed by Mr. Desai in excess of 32 hours per month will be compensated on a pro rata basis.

Under the Transition Agreement, Mr. Desai will remain eligible to participate in the Company’s Fiscal 2027 Short-Term Incentive Plan with a target bonus of $338,000, notwithstanding his part-time or consulting status and reduced compensation. Mr. Desai’s individual strategic objectives under the plan will be deemed fully achieved as of August 7, 2026. Mr. Desai’s outstanding performance share unit awards (granted on April 4, 2024 and July 30, 2025) will receive retirement treatment under the applicable equity incentive plans and Mr. Desai's transition to part-time employment will not be treated as a termination of employment for purposes of those plans.

Following his retirement from the Company on October 31, 2026, Mr. Desai will provide consulting services to the Company from November 1, 2026 through January 31, 2027, as reasonably requested by the Company and subject to Mr. Desai’s availability. Mr. Desai will be compensated at a rate of $2,400 per day for up to eight hours of consulting services per day.

The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which will be filed as an exhibit to a subsequent filing with the Securities and Exchange Commission.

Item 7.01 Regulation FD Disclosure.

A press release issued by the Company announcing Mr. Desai’s transition is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated August 6, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Genesco Inc.

Date:

August 6, 2026

By:

/s/ Scott E. Becker

Scott E. Becker

Senior Vice President, Corporate Secretary and General Counsel

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EX-99.1

EXHIBIT 99.1

GENESCO ANNOUNCES RETIREMENT OF CHIEF STRATEGY AND DIGITAL OFFICER PARAG DESAI

NASHVILLE, Tenn., Aug. 6, 2026 — Genesco Inc. (NYSE: GCO) today announced that Parag D. Desai, Senior Vice President, Chief Strategy and Digital Officer, will retire effective October 31, 2026, after more than a decade of transformative leadership. Desai's responsibilities will transition to other experienced members of the Company's senior leadership team.

Desai joined Genesco in 2014 as Senior Vice President, Strategy and Shared Services, and was named Senior Vice President, Chief Strategy and Digital Officer in April 2021. Over the past decade, he made significant contributions in shaping Genesco’s strategic direction and played a pivotal role in many of the Company’s most important initiatives. Under his leadership, the Company also transformed its technology platforms and data insights capabilities while helping establish a next-generation technology operating model.

“Parag has been an exceptional leader, trusted advisor and valued member of our executive team,” said Mimi E. Vaughn, Genesco’s Board Chair, President and Chief Executive Officer. “His remarkable ability to connect strategy with execution and people across functional areas has helped shape Genesco’s evolution over the past decade. From leading critical strategic initiatives to transforming our technology capabilities, Parag has contributed to the strengthening of our business and successful execution of our Footwear First strategy. We are grateful for his outstanding leadership and commitment to ensuring a thoughtful transition.”

EXHIBIT 99.1

GENESCO INC. – Page 2

“It has been a privilege to work alongside the talented people of Genesco during a period of tremendous transformation,” said Desai. “Together, we strengthened the Company's strategic foundation and built capabilities that position Genesco well for the future. The progress we have made has been the result of our people working together with a shared commitment to serving our customers and creating value for our shareholders. I leave with deep confidence in the team, the strategy, and the opportunities ahead, and I look forward to watching Genesco continue building on this momentum.”

About Genesco Inc.

Genesco Inc. (NYSE: GCO) is a footwear first company with distinctively positioned retail and lifestyle brands and proven omnichannel capabilities offering customers the footwear they desire in engaging shopping environments, including more than 1,200 retail stores and branded e-commerce websites. Its Journeys, Little Burgundy and Schuh brands serve teens, kids and young adults with on-trend fashion footwear that inspires youth culture in the U.S., Canada and the U.K. Johnston & Murphy serves successful, affluent men and women with premium footwear, apparel and accessories in the U.S. and Canada, and Genesco Brands Group sells branded lifestyle footwear to leading retailers under licensed brands including Wrangler, Dockers and Starter. Founded in 1924, Genesco is based in Nashville, Tennessee. For more information on Genesco and its operating divisions, please visit www.genesco.com.

Genesco Media Contact

Claire S. McCall, Director, Corporate Relations

(615) 367-8283 / cmccall@genesco.com

Genesco Financial Contact

Darryl MacQuarrie, Senior Director, FP&A & Investor Relations

(615) 308-5629 / dmacquarrie@genesco.com

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