GCO US Equity☆

10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the Fiscal Year Ended January 31, 2026

for the transition period from to

Commission File No. 1-3083

Genesco Inc.

(Exact name of registrant as specified in its charter)

Nashville, Tennessee (Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code: (615) 367-7000

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of Exchangeon which Registered

Common Stock, $1.00 par value GCO New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:

Employees’ Subordinated Convertible Preferred Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer; an accelerated filer; a non-accelerated filer; a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒

Non-accelerated filer ☐ Smaller reporting company ☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter - $255,000,000. The market value calculation was determined using a per share price of $23.64, the price at which the common stock was last sold on the New York Stock Exchange on August 1, 2025, the last business day of the registrant’s most recently completed second fiscal quarter. For purposes of this calculation, shares of common stock held by nonaffiliates excludes only those shares beneficially owned by officers, directors, and shareholders owning 10% or more of the outstanding common stock (and, in each case, their immediate family members and affiliates).

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: As of March 13, 2026,10,858,224 shares of the registrant’s common stock were outstanding.

Documents Incorporated by Reference

Certain portions of registrant’s Definitive Proxy Statement for its 2026 Annual Meeting of Shareholders (which is expected to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended January 31, 2026) are incorporated by reference into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

Page

PART I

Item 1. Business 4

Item 1A. Risk Factors 13

Item 1B. Unresolved Staff Comments 27

Item 1C. Cybersecurity 28

Item 2. Properties 29

Item 3. Legal Proceedings 29

Item 4. Mine Safety Disclosures 29

PART II

Item 6. Reserved 31

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 42

Item 8. Financial Statements and Supplementary Data 43

Item 9A. Controls and Procedures 85

Item 9B. Other Information 85

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 86

PART III

Item 10. Directors, Executive Officers and Corporate Governance 86

Item 11. Executive Compensation 86

Item 14. Principal Accounting Fees and Services 87

PART IV

Item 15. Exhibits and Financial Statement Schedules 88

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Cautionary Notice Regarding Forward-Looking Statements

This Annual Report on Form 10-K (this "report") includes certain forward-looking statements, which include statements regarding our intent, belief or expectations and all statements other than those made solely with respect to historical fact. Actual results could differ materially from those reflected by the forward-looking statements in this report and a number of factors may adversely affect the forward-looking statements and our future results, liquidity, capital resources or prospects. These include, but are not limited to, adjustments to projections reflected in forward-looking statements, including those resulting from weakness in store, e-commerce and shopping mall traffic, restrictions on operations imposed by government entities and/or landlords, changes in public safety and health requirements and limitations on our ability to adequately staff and operate stores. Differences from expectations could also result from store closures and effects on the business as a result of the level of consumer spending on our merchandise and interest in our brands and in general; the level and timing of promotional activity necessary to maintain inventories at appropriate levels; our ability to pass on price increases to our customers; the imposition of tariffs (including the timing and amount thereof) on products imported by us or our vendors as well as the ability and costs to move production of products in response to tariffs; our ability to obtain from suppliers products that are in-demand on a timely basis and effectively manage disruptions in product supply or distribution, including disruptions as a result of pandemics or geopolitical events, including disruptions near crucial trade routes; unfavorable trends in fuel costs, foreign exchange rates, foreign labor and material costs, and other factors affecting the cost of products; a disruption in shipping or increase in cost of our imported products, and other factors affecting the cost of products; our dependence on third-party vendors and licensors for the products we sell; store closures and effects on the business as a result of civil disturbances; our ability to renew our license agreements; impacts of the ongoing geopolitical conflicts around the world; other sources of market weakness in the locations in which we operate; the effectiveness of our omni-channel initiatives; costs associated with changes in minimum wage and overtime requirements; wage pressures; labor shortages; the effects of inflation; the evolving regulatory landscape related to our use of social media; weakness in the consumer economy and retail industry; competition and fashion trends in our markets, including trends with respect to the popularity of casual and dress footwear; any failure to increase sales at our existing stores, given our high fixed expense cost structure, and in our e-commerce businesses; risks related to the potential for terrorist events; changes in buying patterns by significant wholesale customers; changes in consumer preferences; our ability to continue to complete and integrate acquisitions; our ability to expand our business and diversify our product base; impairment of goodwill in connection with acquisitions; payment related risks that could increase our operating cost, expose us to fraud or theft, subject us to potential liability and disrupt our business; retained liabilities associated with divestitures of businesses including potential liabilities under leases as the prior tenant or as a guarantor of certain leases; and changes in the timing of holidays or in the onset of seasonal weather affecting period-to-period sales comparisons. Additional factors that could cause differences from expectations include the ability to secure allocations to refine product assortments to address consumer demand; the ability to renew leases in existing stores and control or lower occupancy costs, to open or close stores in the number and on the planned schedule, and to conduct required remodeling or refurbishment on schedule and at expected expense levels; our ability to realize anticipated cost savings, including rent savings; our ability to realize anticipated cost savings in connection with the restructuring of our information technology functions; amount and timing of share repurchases; our ability to make our occupancy costs more variable; our ability to achieve expected digital gains and gain market share; deterioration in the performance of individual businesses or of our market value relative to our book value, resulting in impairments of fixed assets, operating lease right of use assets or intangible assets or other adverse financial consequences and the timing and amount of such impairments or other consequences; unexpected changes to the market for our shares or for the retail sector in general; costs and reputational harm as a result of disruptions in our business or information technology systems either by security breaches and incidents or by potential problems associated with the implementation of new or upgraded systems or as the result of the restructuring of our information technology functions; changes in tax laws and tax rates and our ability to realize any anticipated tax benefits in both the amount and timeframe anticipated; and the cost and outcome of litigation, investigations, environmental matters and other disputes that involve us. For a full discussion of risk factors, see Item 1A, "Risk Factors".

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PART I

ITEM 1. BUSINESS

General

Genesco Inc., incorporated in 1934 in the State of Tennessee, is a leading retailer and wholesaler of branded footwear, apparel and accessories with net sales for Fiscal 2026 of $2.4 billion. During Fiscal 2026, we operated four reportable business segments (not including corporate): (i) Journeys Group, comprised of the Journeys®, Journeys Kidz® and Little Burgundy® retail footwear chains and e-commerce operations; (ii) Schuh Group, comprised of the Schuh retail footwear chain and e-commerce operations; (iii) Johnston & Murphy Group, comprised of Johnston & Murphy® retail operations, e-commerce operations and wholesale distribution of products under the Johnston & Murphy® brand; and (iv) Genesco Brands Group, comprised of the licensed Dockers® ("Dockers")andLevi's® ("Levi's") brands, as well as other brands we license for footwear. We also source, design, market and distribute footwear, apparel and accessories at wholesale, primarily under our Johnston & Murphy brand, the licensed Dockers® brand, the licensed Levi's® brand and other brands that we license for footwear to over 900 retail accounts in the United States, including a number of leading department, discount, and specialty stores as well as e-commerce retailers. Our license with Levi's expires in May 2026 and we are in the process of exiting that business.

During the second quarter of Fiscal 2026, we signed a multi-year licensing agreement with Kontoor Brands, Inc. ("Kontoor") to design, source market and distribute men's, women's and children's footwear under the Wrangler® brand ("Wrangler"). We expect to launch the first Wrangler footwear collection under the licensing agreement in the Fall of calendar year 2026.

During the third quarter of Fiscal 2026, we announced the formation of the Journeys Global Retail Group which unites Journeys, Schuh and Little Burgundy. This alignment creates a powerful opportunity across our retail banners to position the business as the world’s leading style-led, youth footwear retail group, with a sharp focus on the female consumer. The Journeys Global Retail Group will boost our global voice, unlock greater growth potential for brand partners and elevate our world-class talent.

At January 31, 2026, we operated 1,236 retail footwear, apparel and accessory stores located primarily throughout the United States and Puerto Rico, including 63 footwear stores in Canada and 118 footwear stores in the United Kingdom ("U.K.") and the Republic of Ireland ("ROI"). We plan to open a total of approximately 23 new retail stores and to close approximately 75 retail stores in Fiscal 2027 as part of our ongoing store optimization efforts.

The following table sets forth certain additional information concerning our retail footwear, apparel and accessory stores during the five most recent fiscal years as we optimize our retail footprint and adapt to changing consumer shopping behavior:

Retail Stores

Shorthand references to fiscal years (e.g., “Fiscal 2026”) refer to the fiscal year ended on the Saturday nearest January 31st in the named year (e.g., January 31, 2026). Fiscal 2026 and 2025 were 52-week years and Fiscal 2024 was a 53-week year. The terms "Company," "Genesco," "we," "our" or "us" as used herein and unless otherwise stated or indicated by context refer to Genesco Inc. and its subsidiaries. All information contained in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is referred to in this Item 1 of this report, is incorporated by such reference in Item 1.

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Strategy

Across our company, we aspire to create and curate leading footwear brands that represent style, innovation and self-expression and to be the destination for our consumers' favorite fashion footwear. Each of our businesses has a strong strategic position grounded in a deep and ever-evolving understanding of the customers it serves. We strive to build enduring relationships with our target customers, leveraging our deep consumer and market insights. We seek to excite and constantly exceed customer expectations by delivering distinctive products and experiences, using our deep direct-to-consumer expertise across physical and digital channels. The strength of our concepts and the advantages we have built over time have established long-lasting leadership positions that make our footwear businesses outstanding on their own, but what they share through the benefit of synergies makes them even stronger together. We have evolved our strategy to focus more closely around the consumer with our footwear first strategy, comprised of four strategic growth drivers: 1) create and curate winning product, 2) elevate our distinctive retail and consumer brands, 3) deliver exceptional consumer experiences, and 4) build amazing teams. We anticipate continuing to optimize our store footprint in the future, concentrating on locations that we believe will be most productive, as well as closing certain stores, but improving productivity in our existing locations and investing in store remodels, technology and infrastructure to support omni-channel retailing.

We have made acquisitions, including the acquisitions of the Schuh Group in June 2011, Little Burgundy in December 2015 and Togast in January 2020. We expect to concentrate our efforts on opportunities to leverage our direct-to-consumer capabilities to grow our branded platform and leverage its strategies at the appropriate time going forward.

More generally, we work to develop strategies to mitigate the risks we view as material, including those discussed under the caption “Forward Looking Statements,” above, and those discussed in Item 1A, "Risk Factors". Among the most important of these factors are those related to consumer demand. Conditions in the economy can affect demand, resulting in changes in sales and, as prices are adjusted to drive sales and manage inventories, in gross margins. Because fashion trends influencing many of our target customers can change rapidly, we believe that our ability to react quickly to those changes has been important to our success. Even when we succeed in aligning our merchandise offerings with consumer preferences, those preferences may affect results, for example, by driving sales of products with lower average selling prices or products which are more widely available in the marketplace and thus more subject to competitive pressures than our typical offering. Moreover, economic factors, such as inflation, supply chain disruptions and increased logistics costs, and any future economic contraction, inflationary trends, and changes in tax and tariff policies, may reduce the consumer’s disposable income or willingness to purchase discretionary items, and thus may reduce demand for our merchandise, regardless of our skill in detecting and responding to fashion trends. We believe our experience and discipline in merchandising and the buying power associated with our relative size and importance in the industry segments in which we compete are important factors in our ability to mitigate risks associated with changing customer preferences and other changes in consumer demand.

Segments

Journeys Group

The Journeys Group accounted for 61% of our net sales in Fiscal 2026. Journeys stores target customers in the 13 to 22 year age group through the use of youth-oriented trends and multi-channel media. Journeys stores carry predominately branded merchandise across a wide range of prices. The Journeys Kidz stores sell footwear and accessories primarily for younger children, toddler age to 12 years old. Little Burgundy stores sell footwear and accessories to fashion-oriented men and women in the 21 to 34 year age group ranging from students to young professionals.

At January 31, 2026, Journeys Group operated 965 stores, including 741 Journeys stores, 194 Journeys Kidz stores and 30 Little Burgundy stores averaging approximately 2,100 square feet, located primarily in malls and factory outlet centers throughout the United States, Puerto Rico and Canada, selling footwear and accessories for children, teenagers and young adults. Journeys

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Group's e-commerce websites include the following: journeys.com, journeyskidz.com, journeys.ca and littleburgundyshoes.com. In Fiscal 2026, the Journeys Group closed a net of 41 stores.

Schuh Group

The Schuh Group accounted for 21% of our net sales in Fiscal 2026. Schuh Group stores target teenagers and young adults in the 16 to 24 year age group, selling a broad range of branded casual and athletic footwear. At January 31, 2026, Schuh Group operated 118 Schuh stores, averaging approximately 4,950 square feet, which include both street-level and mall locations in the U.K. and the ROI. Schuh Group's e-commerce websites are schuh.co.uk, schuh.ie and schuh.eu. In Fiscal 2026, Schuh Group closed a net of six stores.

Johnston & Murphy Group

The Johnston & Murphy Group accounted for 13% of our net sales in Fiscal 2026. All sales of Johnston & Murphy Group's retail and wholesale businesses are of the Genesco-owned Johnston & Murphy brand.

Johnston & Murphy Retail Operations. At January 31, 2026, Johnston & Murphy operated 153 retail shops and factory stores in the United States averaging approximately 1,950 square feet and selling footwear, apparel and accessories primarily for men in the 25 to 55 year age group. Johnston & Murphy retail shops are located primarily in higher-end malls and airports nationwide and sell a broad range of men’s casual and dress footwear, apparel and accessories. Women’s footwear, apparel and accessories are sold in select Johnston & Murphy locations. We also sell Johnston & Murphy products directly to consumers through the johnstonmurphy.com e-commerce website. Footwear accounted for 52% of Johnston & Murphy retail sales in Fiscal 2026, with the balance consisting primarily of apparel and accessories. Johnston & Murphy Group opened a net of five shops and factory stores, including three shops and two factory stores, in Fiscal 2026.

Johnston & Murphy Wholesale Operations. Johnston & Murphy men’s and boy's footwear, apparel and accessories, along with women's footwear are sold at wholesale, primarily to better department stores, independent specialty stores and e-commerce retailers. Johnston & Murphy’s wholesale customers offer the brand’s footwear for dress, dress casual, and casual occasions, with the majority of styles offered in these channels selling from $100 to $195.

Genesco Brands Group

The Genesco Brands Group segment accounted for 5% of our net sales in Fiscal 2026. Genesco Brands Group designs and sources licensed footwear under the Wrangler, Dockers and Levi'sbrand names, among others. In the second quarter of Fiscal 2026, we signed a licensing agreement with Kontoor to design, source, market and distribute men's, women's and children's footwear under the Wrangler brand. The Wrangler product will be distributed through wholesale channels, including western specialty, farm and ranch, outdoor, sporting goods and premium family footwear retailers with suggested retail prices ranging from $50 to $180. The products will also be available through wrangler.com. During Fiscal 2026, Dockers footwear was marketed to men aged 30 to 55 through many of the same national retail chains that carry Dockers pants and sportswear and in department and specialty stores across the country. Suggested retail prices for Dockers footwear generally range from $40 to $90. Our license with Levi's expires in May 2026 and we are in the process of exiting that business. In the fourth quarter of Fiscal 2022, we signed a licensing agreement with STARTER to be their exclusive U.S. and Canadian footwear licensee for athletic footwear. We design and source the STARTER brand footwear for men, women and children with suggested retail prices ranging from $49 to $120. Genesco Brands Group e-commerce website is nashvilleshoewarehouse.com.

Manufacturing and Sourcing

We rely on independent third-party manufacturers for production of our footwear products sold at Johnston & Murphy Group and Genesco Brands Group. We source footwear and accessory products from foreign manufacturers located in Bangladesh,

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Brazil, Cambodia, China, India, Italy, Pakistan, Peru, Portugal, Sri Lanka, Turkey and Vietnam. Our Journeys Group and Schuh Group businesses sell primarily branded products from third parties who source primarily overseas.

Competition

Competition is intense in the footwear, apparel and accessory industries. Our retail footwear, apparel and accessory competitors range from small, locally owned stores to regional and national department stores, discount stores, specialty chains, our vendors with their own direct-to-consumer channels and online retailers. We also compete with hundreds of footwear wholesale operations in the United States and throughout the world, most of which are relatively small, specialized operations, but some of which are large, more diversified companies. Some of our competitors have resources that are not available to us. Our success depends upon our ability to remain competitive with respect to the key factors of style, price, quality, comfort, brand loyalty, customer service, store location and atmosphere, technology, infrastructure and speed of delivery to support e-commerce and the ability to offer relevant products.

Licenses

We own our Johnston & Murphy® brand and own or license the trade names of our retail concepts either directly or through wholly-owned subsidiaries. The Wrangler® footwear line, which will be introduced in the fall of calendar year 2026, will be sold under a license agreement granting us the exclusive right to sell men's, women's and children's footwear under the trademark in the U.S. and its territories and possessions, including Puerto Rico, and Canada. The Wrangler license agreement expires December 31, 2030, with a renewal term through December 31, 2035 if mutually agreed upon by April 1, 2029. In the first quarter of Fiscal 2027, we signed a new license agreement with Authentic Brands Group ("ABG") for the Dockers® footwear line which was first introduced in Fiscal 1993. The Dockers brand was previously owned by Levi Strauss & Co. Under the new license agreement, ABG is granting us the exclusive right to sell men’s, women's and children's footwear under the trademark in the U.S. and its territories and possessions, including Puerto Rico, and Canada.The new Dockers license agreement expires December 31, 2031. The STARTER license agreement expires December 31, 2026. Our license agreement with Levi Strauss & Co. expires May 30, 2026 and we are in the process of exiting that business. We license certain other footwear brands, mostly in foreign markets. License royalty income was not material in Fiscal 2026.

Wholesale Backlog

Most of the orders in our wholesale divisions are for delivery within 150 days. Historically, most of our business has been at-once, and as a result, the backlog at any one time has not necessarily been indicative of future sales. As of February 28, 2026, our wholesale operations had a backlog of orders, including unconfirmed customer purchase orders, amounting to approximately $55.9 million, compared to approximately $57.1 million as of March 1, 2025. The backlog is somewhat seasonal, reaching a peak in the spring.

Corporate Responsibility Initiatives

As a leading retailer and wholesaler of branded footwear, apparel and accessories, we strive to make a positive impact on our industry, our communities and our planet by committing to transparent, socially conscious, and sustainable business practices. We believe that our practices should serve our shareholders, employees, customers and business partners.

During Fiscal 2026, we completed our fourth measurements or baselines for our greenhouse gas emissions. We issued our second corporate responsibility report in Fiscal 2026 which can be found at www.genesco.com. Our website address is provided as an inactive textual reference only. The information provided on our website is not a part of this report, and therefore is not incorporated herein by reference.

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Environmental

We are committed to reducing our impact on the environment by focusing on sustainability initiatives in our operations and throughout our supply chain and product lifecycle. To this end, we belong to the Leather Working Group ("LWG"). The LWG is a not-for-profit organization responsible for the world's leading environmental certification for the leather manufacturing industry. As a member of the LWG, we apply holistic practices in the supply chain for leather manufacturing for our third-party manufacturers.

We also monitor chemicals and substances in our supply chain for compliance with legal and regulatory requirements consistent with our Environmental Policy and expect our contracted factories and suppliers to take a proactive stance in eliminating any hazardous chemicals or substances in the manufacture of our products.

Human Capital

Our Employees

We had approximately 16,000 employees as of January 31, 2026, with approximately 13,000 employed in the United States and Canada, and approximately 3,000 in the U.K. and the ROI. The majority of our workforce consists of retail-based, customer-facing employees with approximately 70% part-time and 30% full-time as of January 31, 2026.

We consider our employees to be core to our success. Our values include treating our customers and each other with integrity, trust and respect, and creating an unrivaled home for talent to grow and succeed.

Workplace Health & Safety

We conduct health and safety training with our retail and distribution employees to build knowledge and awareness of workplace conditions and hazards according to local, regional and national standards.

Benefits and Compensation

We offer a comprehensive benefits package designed to meet the diverse needs of our employees and their families. This package includes many benefits dedicated to our employees’ physical, mental and financial well-being.

We also provide valuable benefits based on the unique needs and interests of each individual employee such as domestic partner allowances, paid parental leave, family building benefits, education support, paid time for community service, financial assistance with emergencies, scholarship opportunities, matching gift contributions and a generous product discount.

Our compensation programs are designed to attract, retain and motivate employees. We provide short-term and long-term incentives to encourage and reward superior performance and also drive long-term shareholder value. We engage a nationally recognized outside compensation consulting firm to independently evaluate the effectiveness of our executive compensation programs and to provide benchmarking against our peers within the industry.

Empowering Our People

We are committed to continually strengthen our talent and to make a meaningful difference for our employees, our customers, and our communities.

We have enhanced our commitment to our people by building on our solid foundation. Through employee engagement and defined vision, we are focusing our attention on areas where we can make the most impact – our talent, our business practices and our communities. We have identified opportunities that will advance our efforts across our portfolio of brands, including

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expanded training and development programs, compensation studies, the launch of business resource groups and ongoing engagement through communication and events.

Employee Engagement

We conduct annual employee engagement surveys as well as other targeted surveys with various segments of our workforce to measure important aspects of the employee experience. The survey measures employee sentiment on a variety of topics including leadership, management, alignment, involvement, respect in the workplace, learning and development, social connection and work life balance, among others. The survey creates the opportunity to establish two-way communication and gives employees a direct voice in influencing change. Our results indicate high participation rates and strong engagement scores. We remain committed to listening to and learning from our employees.

Training and Development

We provide employees with the opportunity to grow their careers and be rewarded for their contributions. We have a strong promote from within culture and target training and development that is relevant to an employee’s current role as well as future roles to which they aspire.

Social Capital

We are committed to responsible sourcing practices in our supply chain. We depend on third-party vendors to produce the products we sell but strive to work only with those vendors who share our commitment to responsible practices, especially in their relationships with employees and their stewardship of the environment. Our supply chain and ethical practices policies are among the ways we seek to implement this commitment, including our Vendor Code of Conduct policy.

In 2025, we updated our comprehensive human rights policy with its commitment to respecting human rights and belief in fundamental standards that support our commitment to treat our employees, customers and business partners with integrity, trust and respect. Our human rights policy addresses our internal business ethics and code of conduct policies and principles embedded in our business operations, and is guided by the United Nations Guiding Principles on Business and Human Rights, the UN Universal Declaration of Human Rights, and the Organization for Economic Cooperation and Development ("OECD") Guidelines for Multi National Enterprises.

Information Security and Cybersecurity

As part of our retail and wholesale activities, marketing campaigns, customer relationship efforts and use of some third-party partners, we may handle and process certain non-public personal information that customers provide to purchase products, enroll in promotional or marketing programs, register on websites, or otherwise communicate to us in the course of providing support. This may include phone numbers, email addresses, physical addresses, contact preferences, personal information stored on electronic devices, and certain payment related information, including credit and debit card data. We have removed the transmission, processing, and storage of credit card data from our environment in North America through the use of hardware based end-to-end encryption along with tokenization.

We gather and retain information about our employees only as necessary to fulfill our responsibilities as an employer. We may share information about such persons with benefit and/or employee services vendors that assist with certain aspects of our human resources offering.

We maintain controls and safeguards to mitigate the risks to our systems and to protect this information and have made significant investments to improve our information security and privacy posture and keep pace with the ever changing and evolving risks to our systems and our information. For example, we have implemented hardware based end-to-end encryption with tokenization,

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multi-factor authentication protocols, next generation firewalls, comprehensive cloud email security and endpoint protection, detection, and response software, conducted continuous risk assessments, and established data security breach preparedness and response plans. We also promote security awareness with our employees and require all endpoint users to successfully complete our annual security awareness training.

In addition to information security, we must comply with increasingly complex and demanding regulatory standards enacted to protect the privacy of business and personal data in the United States, Europe and other jurisdictions. For example, the European Union adopted the General Data Protection Regulation (the “GDPR”), which went into effect on May 25, 2018; and California enacted the California Consumer Privacy Act (the "CCPA") which went into effect on January 1, 2020, and additional jurisdictions are considering proposing or adopting similar regulations. These privacy laws impose additional requirements on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is stored or processed.

We have implemented processes and systems to allow for the expedient response and resolution of data subject to access requests in accordance with existing privacy laws and regulations that are applicable to our business, including GDPR and CCPA.

Community

Building better communities is part of our everyday values. Our community outreach initiatives support underserved communities including our unique signature community outreach programs Cold Feet, Warm Shoes, the Make a Difference Charity Golf Tournament benefitting United Way and Schuh’s Do More Good program. In addition, the Company and our employees engage through community sponsorship and leadership, including actively supporting the United Way of Greater Nashville’s annual campaign, among other initiatives.

Governance

We have corporate governance mechanisms in place, along with internal controls over our financial reporting framework. We also have Enterprise Risk Management and Ethics and Compliance program frameworks, with annual updates provided to committees of our board of directors ("Board of Directors" or "Board") and our Board. To drive our efforts, we have established a corporate responsibility management and oversight framework under the direction of our Senior Vice President, Corporate Secretary and General Counsel. A subcommittee of the Nominating and Governance Committee of our Board oversees these efforts.

We are committed to bringing a wide range of skills, expertise and perspectives to our Board, which is comprised of 67% of members who are diverse in either gender and/or ethnicity as of January 31, 2026.

Seasonality

Our business is seasonal with our investment in working capital normally reaching peaks in the spring and fall of each year and a significant portion of our net sales and operating income generated during the fourth quarter. The wholesale backlog is somewhat seasonal, reaching a peak in the spring. We maintain in-stock programs for selected product lines with anticipated high-volume sales.

Environmental Matters

Our former manufacturing operations and the sites of those operations as well as the sites of our current operations are subject to numerous federal, state, and local laws and regulations relating to human health and safety and the environment. These laws and regulations address and regulate, among other matters, wastewater discharge, air quality and the generation, handling, storage, treatment, disposal, and transportation of solid and hazardous wastes and releases of hazardous substances into the environment. In addition, third parties and governmental agencies in some cases have the power under such laws and regulations to require

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remediation of environmental conditions and, in the case of governmental agencies, to impose fines and penalties. Several of the facilities owned by us in the past were located in industrial areas and have historically been used for extensive periods for industrial operations such as tanning, dyeing, and manufacturing. Some of these operations used materials and generated wastes that would be considered regulated substances under current environmental laws and regulations. We are currently involved in certain administrative and judicial environmental proceedings relating to our former facilities. See Note 15 to the Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data".

Information About Our Executive Officers

The officers of the Company are generally elected at the first meeting of the Board of Directors following the annual meeting of shareholders and hold office until their successors have been chosen and qualified or until their earlier death, resignation or removal. The name, age and office of each of the Company’s executive officers and certain information relating to the business experience of each are set forth below:

Mimi Eckel Vaughn, 59, Board Chair,President, Interim Chief Financial Officer and Chief Executive Officer. Ms. Vaughn joined the Company in September 2003 as vice president of strategy and business development. She was named senior vice president, strategy and business development in October 2006, senior vice president of strategy and shared services in April 2009 and senior vice president - finance and chief financial officer in February 2015. In May 2019, Ms. Vaughn was named senior vice president and chief operating officer and continued to serve as senior vice president - finance and chief financial officer until her replacement was appointed in June 2019. In October 2019, Ms. Vaughn was appointed to become president and a member of the Board of Directors. Ms. Vaughn was appointed chief executive officer of the Company on February 2, 2020. In July 2020, Ms. Vaughn was appointed Board chair of the Company. As of March 6, 2025, Ms. Vaughn became the Company's interim chief financial officer until the Company names a successor. Prior to joining the Company, Ms. Vaughn was executive vice president of business development and marketing, and acting chief financial officer from 2000 to 2001, for Link2Gov Corporation in Nashville. From 1993 to 1999, she was a consultant at McKinsey and Company in Atlanta.

Parag D. Desai, 51, Senior Vice President -Chief Strategy and Digital Officer. Mr. Desai joined the Company in 2014 as senior vice president of strategy and shared services. He was named chief strategy and digital officer in May 2021. Prior to joining the Company, Mr. Desai spent 14 years with McKinsey and Company, including seven years as a partner. Previously, Mr. Desai also held business development and technology positions at Outpace Systems and Booz Allen & Hamilton.

Cassandra E. Harris, 53, Principal Accounting Officer.Ms. Harris joined the Company in October 2024 as senior vice president of finance and chief financial officer. She was named the Company's principal accounting officer in December 2024. As previously announced, Ms. Harris resigned as senior vice president - finance and chief financial officer, effective March 6, 2026. Ms. Harris will continue to serve as the Company's principal accounting officer through the filing of this report. Ms. Harris has an extensive background of chief financial officer and finance leadership roles in retail and consumer brands companies. Prior to joining Genesco, she most recently served as chief financial officer for Artisan Design Group from 2023 to 2024. Previously, Ms. Harris was chief financial officer and chief operating officer of publicly-held Tupperware Brands Corporation from 2019 to 2022. Prior to joining Tupperware Brands Corporation, Ms. Harris spent almost 10 years at VF Corporation from 2008 to 2017 where she served in multiple senior leadership roles.

Scott E. Becker, 58, Senior Vice President - General Counsel and Corporate Secretary. In October 2019, Mr. Becker joined the Company as senior vice president, general counsel, and corporate secretary. Prior to joining the Company, Mr. Becker served in a variety of roles with increasing responsibility for Nissan Group of North America and Latin America since 2006. Since 2009, he was a senior vice president with responsibilities for Nissan’s legal, government affairs, finance, strategy and administration. From 2006 to 2009, he served as Nissan’s general counsel, corporate secretary and vice president, legal and government affairs. Prior to joining Nissan, Mr. Becker served in various legal roles at Sears Holdings Corporation. Mr. Becker began his legal career with several Chicago area law firms.

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Daniel E. Ewoldsen, 56, Senior Vice President. Mr. Ewoldsen is a 22-year Johnston & Murphy veteran. He joined Johnston & Murphy in 2003 as vice president store operations and was later promoted to vice president store and consumer sales in 2006. He was named executive vice president, Johnston & Murphy Retail and E-Commerce in 2013, president of Johnston & Murphy Group in February 2018 and named senior vice president of Genesco in July 2019. Prior to joining Genesco, Mr. Ewoldsen was with Wilsons Leather from 1996 to 2002 serving in roles with increasing responsibilities, including vice president of stores for the El Portal division.

Andrew I. Gray, 48, Senior Vice President. Mr. Gray joined the Company in January 2024 as senior vice president and president of the Journeys Group. He was named chief executive officer of the newly formed Journeys Global Retail Group in September 2025. Journeys Global Retail Group unites Journeys, Schuh and Little Burgundy under one leadership. Prior to joining Genesco, he served over two decades in several senior leadership positions at Foot Locker. Mr. Gray most recently served as executive vice president, global president of Foot Locker, Kids Foot Locker, Champs Sports and Sidestep, a position he held from June 2022 until his departure from the company in January 2023. Previously, Mr. Gray served as executive vice president, chief commercial officer from July 2020 to June 2022, chief merchandising officer from October 2017 to July 2020, general manager of Foot Locker and Lady Foot Locker North America from February 2016 to October 2017, and as vice president and general merchandise manager of Foot Locker Europe from July 2013 to February 2016. During his time at Foot Locker, he developed a multi-dimensional skill set spanning merchandising, general management, retail and digital, consumer insight, brand building and global leadership.

Matthew N. Johnson, 61, Vice President andTreasurer. Mr. Johnson joined the Company in 1993 as manager, corporate finance and was elected assistant treasurer in December 1993. He was elected treasurer in June 1996. He was named vice president finance in October 2006 and renamed treasurer in April 2011 after a period of service as chief financial officer of one of the Company's divisions. Prior to joining the Company, Mr. Johnson was a vice president in the corporate and institutional banking division of The First National Bank of Chicago.

Available Information

We file reports with the Securities and Exchange Commission (“SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other reports from time to time. We are an electronic filer and the SEC maintains an internet site at http://www.sec.gov that contains the reports, proxy and information statements, and other information filed electronically. Our website address, which is provided as an inactive textual reference only, is http://www.genesco.com. We make available free of charge through the website Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Copies of the charters of each of our Audit Committee, Compensation Committee, Nominating and Governance Committee as well as our Corporate Governance Guidelines and Code of Ethics along with position descriptions for our Board of Directors and Board committees are also available free of charge through the website. The information provided on our website is not part of this Annual Report on Form 10-K and is therefore not incorporated by reference unless such information is otherwise specifically incorporated elsewhere in this Annual Report on Form 10-K.

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ITEM 1A. RISK FACTORS

Our business is subject to a variety of risks which might have a material impact on our business. You should carefully consider the risks and uncertainties described below and the other information in this Annual Report on Form 10-K, including our Consolidated Financial Statements and the notes to those statements. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we do not presently know about or that we currently consider immaterial may also affect our business operations and financial performance. If any of the events described below occur, our business, financial condition, cash flows or results of operations could be adversely affected in a material way. This could cause the trading price of our stock to decline, perhaps significantly, and you may lose part or all of your investment.

Competitive, Demand-Related and Reputational Risks

Consumer spending is affected by poor and/or volatile economic conditions and other factors and may significantly harm our business, affecting our financial condition, liquidity, and results of operations.

The success of our business depends to a significant extent upon the level of consumer spending in general and on our product categories. A number of factors may affect the level of consumer spending on merchandise that we offer, including, among other things:

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general economic and industry conditions, including the risks associated with recessions or other macroeconomic conditions and pressures such as inflationary impacts and supply chain challenges;

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weather conditions;

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energy costs, which affect gasoline and home heating prices;

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the level of consumer debt;

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pricing of products, including the impact of the imposition of tariffs;

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interest rates;

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public health issues (including pandemics and quarantines);

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tax rates, refunds and policies;

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civil disturbances;

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war, terrorism and other geopolitical hostilities; and

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consumer confidence in future economic conditions.

Adverse economic conditions and any related decrease in consumer demand for discretionary items could have a material adverse effect on our business, results of operations and financial condition. We generally sell discretionary items. Reduced consumer confidence and spending may result in reduced demand for discretionary items and may force us to take inventory markdowns, which may decrease sales and gross margin and make expense leverage difficult to achieve. In addition, inflationary pressure on the products we sell might limit our ability to pass on cost increases to our customers resulting in gross margin impact or reduced demand. Demand can also be influenced by other factors beyond our control.

Moreover, while we believe that our operating cash flows and borrowing capacity under committed lines of credit will be adequate for our anticipated cash requirements, if the economy were to experience a downturn, if one or more of our revolving credit banks were to fail to honor its commitments under our credit lines or if we were unable to draw on our credit lines for any reason, we could be required to modify our operations for decreased cash flow or to seek alternative sources of liquidity, and such alternative sources might not be available to us on favorable terms, if at all. These same factors could impact our wholesale customers, limiting their ability to buy or pay for merchandise offered by us.

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A failure to increase sales at our existing stores, given our high fixed expense cost structure, and in our e-commerce businesses or an inability to reduce costs may adversely affect our results of operations which may adversely impact our stock price.

A number of factors have historically affected, and will continue to affect, our results and gross margin, including:

(i) consumer trends, such as less disposable income due to the impact of economic conditions, tax policies and other factors;

(ii) the lack of new fashion trends to drive demand in certain of our businesses and our ability to adjust to changes in fashion trends on a timely basis;

(iii) closing of department stores that anchor malls or a significant number of non-anchor mall formats;

(iv) competition;

(v) declining mall traffic due to changing customer preferences in the way they shop;

(vi) timing of holidays, including sales tax holidays and the timing of tax refunds;

(vii) general regional and national economic conditions;

(viii) inclement weather;

(ix) new merchandise introductions and changes in our merchandise mix;

(x) our ability to distribute merchandise efficiently to our stores;

(xi) timing and type of sales events, promotional activities or other advertising;

(xii) our ability to adapt to changing customer e-commerce preferences;

(xiii) access to allocated product from our vendors;

(xiv) our ability to realize anticipated cost reductions;

(xv) our ability to execute our business strategy effectively; and

(xvi) other external events beyond our control.

Our comparable sales have fluctuated in the past, including the composition of our comparable sales between store and digital, and we believe such fluctuations may continue. The unpredictability of our comparable sales may cause our revenue and results of operations to vary from quarter to quarter, and an unanticipated change in revenues or operating income may cause our stock price to fluctuate significantly.

Failure to protect our reputation could have a material adverse effect on our brand names.

Our success depends in part on the value and strength of the names of our business units. These names are integral to our businesses as well as to the implementation of our strategies for expanding our businesses. Maintaining, promoting, and positioning our brands will depend largely on the success of our marketing and merchandising efforts and our ability to provide high quality merchandise and a consistent, high quality customer experience. Our brands could be adversely affected if we fail to achieve these objectives or if our public image or reputation were to be tarnished by negative publicity or if adverse information concerning us is posted on social media platforms or similar mediums. Failure to comply, or accusation of failure to comply, with ethical, social, health, product, labor, data privacy, and environmental standards could also jeopardize our reputation and potentially lead to various adverse consumer, regulatory and employee actions. Any of these events could result in decreased revenue or otherwise adversely affect our business.

Our success depends on our ability to respond to changing consumer preferences, identify and interpret consumer trends, and successfully market new products.

The industry in which we operate is subject to rapid changes in fashion and consumer preferences. The continued popularity of our footwear and apparel and the development and selection of new lines and styles of footwear and apparel with widespread consumer appeal, requires us to accurately identify and interpret changing consumer trends and preferences and to effectively respond in a timely manner. Continuing demand and market acceptance for both existing and new products are uncertain and

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depend on substantial investment in product innovation, design and development, an ongoing commitment to product quality and significant and sustained marketing efforts and expenditures.

In assessing our response to anticipated changing consumer preferences and trends, we frequently must make decisions about product designs and marketing expenditures months in advance of the time when actual consumer acceptance can be determined. As a result, we may not be successful in responding to shifting consumer preferences and trends with new products. If we fail to identify and interpret changing consumer preferences and trends, or are not successful in responding to these changes with the timely development or sourcing of products, we could experience excess inventories and higher than normal markdowns, returns, order cancellations or an inability to profitably sell our products.

Our failure to appropriately address emerging sustainability matters could have a material adverse impact on our reputation and, as a result, our business.

There is uncertainty in the markets in which we operate regarding potential policies related to issues surrounding global environmental sustainability. Greenhouse gases may have an adverse effect on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. Such events could have a negative effect on our business. Changes in the legal or regulatory environment affecting responsible sourcing, transportation cost, supply chain transparency, the effects of climate change or environmental protection, among others, including regulations to increase disclosure related to greenhouse gas emissions, to limit carbon dioxide and other greenhouse gas emissions, to discourage the use of plastic or to limit or to impose additional costs on commercial water use may result in a material adverse effect on our business or increased compliance costs for us and our business partners.

Our results may be adversely affected by declines in consumer traffic in malls.

The majority of our stores are located within shopping malls and depend to varying degrees on consumer traffic in the malls to generate sales. We cannot control the success of malls, and an increase in store closures by other retailers may lead to reduced foot traffic, mall vacancies and mall bankruptcies. Declines in mall traffic may negatively impact our ability to maintain or grow our sales in existing stores, which could have an adverse effect on our financial condition or results of operations.

Our results of operations are subject to seasonal and quarterly fluctuations.

Our business is seasonal, with a significant portion of our net sales and operating income generated during the fourth quarter of our fiscal year, which includes the holiday shopping season. As a result, we have limited ability to compensate for shortfalls in fourth quarter sales or earnings by changing our operations or strategies in other quarters. Adverse events outside of our control, such as supply chain interruptions, increased labor costs and labor availability, decreased consumer traffic or deteriorating economic conditions could result in lower than expected sales during the holiday shopping season or other periods in which we anticipate higher net sales, which could materially adversely impact our financial condition and results of operations. Our quarterly results of operations also may fluctuate significantly based on other factors such as:

(i) the timing of new store openings and renewals;

(ii) the amount of net sales contributed by new and existing stores;

(iii) the timing of certain holidays and sales events;

(iv) changes in quarter end dates due to changes in the length of our fiscal year from year to year;

(v) changes in our merchandise mix;

(vi) weather conditions that affect consumer spending; and

(vii) actions of competitors.

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Changes in the retail industry could have a material adverse effect on our business or financial condition.

In recent years, the retail industry has experienced consolidation, store closures, bankruptcies and other ownership changes. In the future, retailers in the U.S. and in foreign markets may further consolidate, undergo restructurings or reorganizations, or realign their affiliations, any of which could decrease the number of stores that carry our products or our licensees’ products or increase the ownership concentration within the retail industry. Changing shopping patterns, including the rapid expansion of online retail shopping, have adversely affected customer traffic in mall and outlet centers. Growth in e-commerce competition could result in financial difficulties, including store closures, bankruptcies or liquidations for our brick-and-mortar stores and those of our wholesale customers who fail to compete effectively in the e-commerce market. A continuation or worsening of these trends could cause financial difficulties for one or more of our segments, which, in turn, could substantially increase our credit risk and have a material adverse effect on our results of operations, financial condition and cash flows.

Our future success will be determined, in part, on our ability to manage the impact of the rapidly changing retail environment and identify and capitalize on retail trends, including technology, enhanced digital capabilities, e-commerce and other process efficiencies that will better service our customers.

Our business is intensely competitive and increased or new competition could have a material adverse effect on us.

The retail footwear and accessory markets are intensely competitive. We currently compete against a diverse group of retailers, including regional and national specialty stores, department and discount stores, small independents and e-commerce retailers, and our own vendors who are increasingly selling the same or similar products direct-to-consumers. Our branded businesses, selling footwear at wholesale, also face intense competition, both from other branded wholesale vendors and from private label initiatives of their retailer customers. A number of different competitive factors could have a material adverse effect on our business, including:

(i) increased operational efficiencies of competitors;

(ii) competitive pricing strategies;

(iii) expansion by existing competitors;

(iv) expansion of direct-to-consumer selling by our vendors;

(v) entry by new competitors into markets in which we currently operate; and

(vi) adoption by existing retail competitors of innovative store formats or sales methods.

If our online e-commerce sites, or those of our customers, do not function effectively or meet the expectations or preferences of our customers, our business and financial results could be materially adversely affected.

An increasing amount of our products are sold on our e-commerce sites and third-party e-commerce sites. Consumers are also increasingly using mobile-based applications to engage with us and our competitors through digital experiences that are offered on mobile platforms, and we are increasingly using social media to interact with our consumers. Any failure to provide effective, reliable, user-friendly e-commerce platforms that offer a wide assortment of our products and that continually meet the evolving expectations of online shoppers or any failure to provide attractive digital experiences could place us at a competitive disadvantage, result in the loss of sales, and have a material adverse impact on our business and financial results. Our e-commerce business may be particularly vulnerable to cyber threats including unauthorized access and denial of service attacks. Sales in our e-commerce channel may also divert sales from our retail and wholesale channels.

Investments and Infrastructure Risks

We face a number of risks in opening new stores and renewing leases on existing stores.

We may open new stores, both in regional malls, where most of the operational experience of our U.S. businesses lies, and in other venues including outlet centers, airports and other off-mall locations. We cannot offer assurances that we will be able to

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open as many stores as we have planned, that any new store will achieve similar operating results to those of our existing stores or that new stores opened in markets in which we already operate will not have a material adverse effect on the revenues and profitability of our existing stores. In addition to the risks already discussed for existing stores, the success of any planned expansion or remodels is dependent upon numerous factors, many of which are beyond our control, including the following:

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our ability to identify suitable markets and individual store sites within those markets;

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the competition for suitable store sites;

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our ability to negotiate favorable lease terms for new stores and renewals (including rent and other costs) with landlords;

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our ability to obtain governmental and other third-party consents, permits and licenses necessary to the operation of our stores or otherwise;

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the ability to build and remodel stores on schedule and at acceptable cost;

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the availability of employees to staff new stores and our ability to hire, train, motivate and retain store personnel;

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the effect of changes to laws and regulations, including wage, over-time, and employee benefits laws on store expense;

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the availability of adequate management and financial resources to manage an increased number of stores;

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our ability to adapt our distribution and other operational and management systems to an expanded network of stores; and

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unforeseen events could prevent or delay store openings and impact our liquidity needed for store openings.

Additionally, the results we expect to achieve during each fiscal quarter are dependent upon opening new stores and renewing leases on existing stores on schedule and at expected costs. If we fall behind in our new store openings, we will lose expected sales and earnings between the planned opening date and the actual opening and may further complicate the logistics of opening stores, possibly resulting in additional delays, seasonally inappropriate product assortments, and other undesirable conditions.

Any acquisitions we make or new businesses we launch, as well as any dispositions of assets or businesses, involve a degree of risk.

Acquisitions have been a component of our growth strategy and we expect that in the future we may engage in acquisitions or launch new businesses to grow our revenues and meet our other strategic objectives. If acquisitions are not successfully integrated with our business, our ongoing operations could be adversely affected. Acquisitions or new businesses may also divert management's attention and may not achieve desired profitability objectives or result in any anticipated successful expansion of the businesses or concepts, causing lower than expected earnings and cash flow and potentially requiring impairment of goodwill and other intangibles. Although we review and analyze assets or companies we acquire, such reviews are subject to uncertainties and may not reveal all potential risks. Additionally, although we attempt to obtain protective contractual provisions, such as representations, warranties and indemnities, we cannot offer assurance that we can obtain such provisions in our acquisitions or that they will fully protect us from unforeseen costs or liabilities associated with the acquisitions. We may also incur significant costs and diversion of management time and attention in connection with pursuing possible acquisitions even if the acquisition is not ultimately consummated.

Additionally, we have in the past and may in the future divest assets or businesses. Following any such divestitures, we may retain or incur liabilities relating to our previous ownership of the assets or business that we sell. Any required payments on retained liabilities or indemnification obligations with respect to past or future asset or business divestitures could have a material adverse effect on our business or results of operations. Dispositions may also involve our continued financial involvement in the divested business, such as through guarantees. Under these arrangements, performance by the divested businesses or conditions outside our control could adversely affect our business and results of operations.

Further, acquisitions and dispositions are often structured such that the purchase price paid or received by us, as applicable, is subject to post-closing adjustments, whether as a result of net working capital adjustments, contingent payments (i.e., earn-outs) or otherwise. Any such adjustments could result in a material change in the consideration paid to or received by us, as applicable, in such transactions.

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Goodwill recorded with acquisitions is subject to impairment which could reduce the Company'sprofitability.

In connection with acquisitions, we record goodwill on our Consolidated Balance Sheets. This asset is not amortized, but is subject to an impairment test at least annually, where we have the option to assess qualitative factors to determine whether events and circumstances indicate that it is more likely than not that goodwill is impaired. If after such assessment we conclude that the asset is impaired, we are required to determine the fair value of the asset using a quantitative impairment test that is based on projected future cash flows from the acquired business discounted at a rate commensurate with the risk we consider to be inherent in our current business model. We perform the impairment test annually at the beginning of the fourth quarter of our fiscal year, or more frequently if events or circumstances indicate that the value of the asset might be impaired.

Deterioration in our equity market value, whether related to our operating performance or to disruptions in the equity markets or deterioration in the operating performance of the business unit with which goodwill is associated could cause us to recognize the impairment of some or all of the $9.5 million of goodwill on our Consolidated Balance Sheets at January 31, 2026, resulting in the reduction of net assets and a corresponding non-cash charge to earnings in the amount of the impairment.

Technology, Data Security and Privacy Risks

The operation of our business is heavily dependent on our information systems.

We depend on information technology systems for the efficient functioning of our business (including multiple e-commerce websites) and security of information. Much information essential to our business is maintained electronically, including competitively sensitive information and personal information about customers and employees.

Despite our preventative efforts, our information technology systems and websites may be vulnerable to damage or interruption from events such as computer viruses, security breaches, errors by third-party providers, power outages and difficulties in replacing or integrating the systems of acquired businesses. Any material disruption to our information systems could adversely affect our operations and financial results.

Our insurance policies may not cover business interruption, security breaches and similar incidents or may have limits inadequate for such losses. We rely on hardware and software vendors, including cloud-service providers, to maintain and upgrade many of these systems so that they can continue to support our business. The inability to maintain and upgrade these systems and software programs or the failure of third-party providers on which we rely could disrupt or reduce the efficiency of our operations. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations or leave us vulnerable to security breaches. In addition, we are transforming our information technology delivery mode, including transferring certain technology services to a third-party partner. These efforts involve risks, including delays, increased costs, service interruptions, challenges in managing third-party performance, and the possibility that expected benefits may not be realized.

We rely heavily on our information technology staff. Changes to our information technology organization in connection with the transformation of our information technology delivery model may result in employee attrition. If we cannot meet our staffing needs in this area, we may not be able to fulfill our technology initiatives or provide maintenance on existing systems. A disruption to our information systems or those of our third-party providers could result in lost sales and increased costs and could have a material adverse effect on our business and results of operations.

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Our Information Technology Restructuring Initiative May Not Achieve Expected Results and Could Disrupt Our Business Operations.

As part of our information technology transformation, we are transitioning certain information technology services to a third-party service provider. The services being transitioned include infrastructure, networking and technology operations, automation and AI, application development and support, quality assurance and testing, service desk operations, security operations support, and compliance support. We expect to retain a substantial amount of our current information technology staff to manage strategic functions and oversee third-party service providers. We expect this information technology restructuring initiative to be ongoing at least through Fiscal 2027. This transition involves significant operational changes and presents a number of risks, including:

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difficulties integrating third-party systems, technologies, and personnel with our existing operations;

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potential disruptions to our business operations during the transition period;

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our inability to maintain continuity and consistency of service levels during and after the transition;

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failure by third-party service providers to perform as expected or to meet contractual service level commitments;

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increased reliance on third-party service providers to maintain the security and integrity of our information systems, data and intellectual property, and our inability to directly control such providers' security and data protection practices;

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the loss or reallocation of institutional knowledge and the potential loss of key personnel;

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greater than anticipated resources associated with the transition;

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potential exposure to service interruptions arising from factors outside of our control, including failures by third-party service providers, their subcontractors, or other service providers in the supply chain; and

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challenges in effectively managing the retained information technology organization alongside third-party service providers, including potential difficulties coordinating activities and maintaining clear lines of responsibility.

We rely on third-party service providers to process, store, and manage substantial amounts of sensitive information, including proprietary business information, intellectual property, and confidential data. Although our agreements with third-party service providers include contractual provisions designed to protect privacy, security, and the appropriate use of AI, we have limited ability to directly control the practices of third parties. There can be no assurance that (i) such contractual protections will be effective or that our service providers will comply with them or (ii) we will be able to obtain licenses, services, or technology from these third-party providers on commercially acceptable terms. Evolving laws and standards governing AI may impose new contractual, technical, and reporting requirements that increase costs and limit how third-party service providers can process our data. Vulnerabilities, failures of safeguards, or security breaches at these third-party providers could compromise the confidentiality, integrity, or availability of our systems or data and lead to regulatory investigations, litigation, contractual liabilities, remediation expenses, and reputational damage. Cyber and professional liability insurance, whether ours or our service providers’, may not cover all types of losses, may be subject to significant deductibles, and may not be available on acceptable terms in the future. If the information technology restructuring initiative takes longer to accomplish than projected, does not achieve its intended benefits, results in higher than anticipated costs, or causes service disruptions, our business, financial condition, and results of operations could be materially adversely affected.

We are subject to payment-related risks that could increase our operating costs, expose us to fraud or theft, subject us to potential liability and disrupt our business.

As a retailer who accepts payments using a variety of methods, we are subject to rules, regulations, contractual obligations and compliance requirements, including payment network rules and operating guidelines, data security standards and certification requirements, and rules governing electronic funds transfers. The regulatory environment related to information security and privacy is increasingly rigorous, with new and constantly changing requirements applicable to our business, and compliance could result in additional costs or accelerate these costs with additional legal and financial exposure for noncompliance. For certain payment methods, we pay interchange and other fees, which can increase over time and raise our operating costs. We

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rely on third parties to provide payment processing services. If these companies become unable to provide these services to us, or if their systems are compromised, it could disrupt our business.

We are also subject to potential fraud and theft by persons who seek to obtain unauthorized access to or exploit weaknesses in payment systems. We completed the implementation of Europay, Mastercard and Visa ("EMV") technology and received certification in Fiscal 2018; however future upgrades to our systems could expose us to the fraudulent use of credit cards and increased costs, including possible fines and restrictions on our ability to accept payments by credit or debit cards, if we were not to receive recertification. Because we accept debit and credit cards for payment, we are also subject to industry data protection standards and protocols, such as the Payment Card Industry Data Security Standards (“PCI DSS”), issued by the Payment Card Industry Security Standards Council. Additionally, we have implemented technology in our stores to allow for the acceptance of EMV credit transactions and point-to-point encryption. Complying with PCI DSS standards and implementing related procedures, technology and information security measures require significant resources and ongoing attention. Even if we comply with PCI DSS standards and offer EMV and point-to-point encryption technology in our stores, we may be vulnerable to, and unable to detect and appropriately respond to, data security breaches and data loss, including cybersecurity attacks or other breach of cardholder data.

The Payment Card Industry (“PCI”) is controlled by a limited number of vendors who may impose changes in the fee structure and operational requirements on us without negotiation. Such changes may result in our failure to comply with PCI DSS, and cause us to incur significant unanticipated expenses.

A privacy breach, through a cybersecurity incident or otherwise, or failure to comply with privacy laws could materially adversely affect our business.

As part of normal operations, we and our third-party vendors and partners, receive and maintain confidential and personally identifiable information (“PII”) about our customers and employees, and confidential financial, intellectual property, and other information. We regard the protection of our customer, employee, and company information as critical. The regulatory environment surrounding information security and privacy is very demanding, with the frequent imposition of new and changing requirements some of which involve significant costs to implement and significant penalties if not followed properly. Despite our efforts to secure our computer network and systems, a cybersecurity breach, whether targeted, random, or inadvertent, and whether at the hands of cyber criminals, hackers, rogue employees or other persons, may occur and could go undetected for a period of time, resulting in a material disruption of our computer network, a loss of valuable information, including without limitation customer or employee PII, and/or theft. A similar cybersecurity breach to the systems of our third-party vendors and partners, including those that are cloud-based, over which we have no control, may occur, and could lead to a material disruption of our computer network and/or the areas of our business that are dependent on the support, services and other products provided by our third-party vendors and partners.

The rapid evolution and increased adoption of machine learning and artificial intelligence ("AI") is further increasing risks in this area, including by making fraud detection more difficult, particularly with detection devices that use voice recognition or authentication. Our computer networks and our business may be adversely affected by such a breach of our third-party vendors and partners, which could result in a decrease in our e-commerce sales and/or a loss of information valuable to our business, including PII of customers or employees. Such a cyber-incident could result in:

(i) theft, destruction, loss, misappropriation, or release of confidential financial and other data, intellectual property, customer awards, or customer or employee information, including PII such as payment card information, email addresses, passwords, social security numbers, home addresses, or health information;

(ii) operational or business delays resulting from the disruption of our e-commerce sites, computer networks or the computer networks of our third-party vendors and partners and subsequent material clean-up and mitigation costs and activities;

(iii) negative publicity resulting in material reputation or brand damage with our customers, vendors, third-party partners or industry peers;

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(iv) loss of sales, including those generated through our e-commerce websites; or

(v) governmental penalties, fines and/or enforcement actions, payment and industry penalties and fines and/or class action and other lawsuits.

Any of the above risks, individually or in aggregate, could materially damage our reputation and result in lost sales, governmental and payment card industry fines, and/or class action and other lawsuits. Although we carry cybersecurity insurance, that insurance may not be extensive enough or adequate in scope of coverage or amount to reimburse us for damages we may incur. A significant breach of privacy laws could have a material adverse effect on our reputation.

Data protection requirements are constantly evolving and these requirements could adversely affect our business and operating results.

We have access to collect or maintain information about our customers, and the protection of that data is critical to our business. The regulatory environment surrounding information security and privacy continues to evolve and new laws are increasingly giving customers the right to control how their personal data is used. One such law is the European Union's ("E.U.") GDPR. Our failure to comply with the GDPR and similar U.S. federal and state laws, including privacy laws in several states, could in the future result in significant penalties which could have a material adverse effect on our business and results of operations. Data protection compliance could also cause us to incur substantial costs, forego revenue or be subject to business risk associated with system changes and new business processes.

The utilization, expansion and management of machine learning and other types of artificial intelligence in our business could adversely affect our business, financial condition and results of operations.

We have been increasing our utilization of AI and anticipate that as AI technology advances, we may expand our application of AI, including generative AI. AI may become more important to our operations over time as we increase reliance on AI throughout our operations. The rapid evolution of AI technology and potential regulation of AI may require that we expend significant resources to develop, test and maintain our implementation of AI. Although we aim to implement AI technology according to responsible procedures and adequate safeguards, our current or future use of AI tools in our business operations could expose us to new or additional costs and risks, including the introduction of new vulnerabilities or cybersecurity risks within our information technology systems; the inadvertent or unauthorized release of our confidential or proprietary information resulting from the use of AI tools by our employees, contractors, agents, representatives, vendors or customers; the loss of our intellectual property rights or our infringement of the intellectual property rights of third parties resulting from the use of AI tools in our operations; and legal or reputational harms due to insufficient or flawed data, insufficient quality control, or unlawful bias or discrimination associated with the use of AI tools. In addition, the AI tools we may incorporate into certain aspects of our operations may not generate the intended efficiencies and may impact our business results. Our competitors may incorporate AI into their businesses faster or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. If the information generated through our use of AI is or is deemed to be deficient, inaccurate or biased, our reputation, business, financial condition, and results of operations may be adversely affected.

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Operational, Supply Chain and Third-Party Risks

Increased operating costs, including wage increases resulting from potential increases in the minimum wage or competitive pressures, could have an adverse effect on our results.

Increased operating costs, including wage increases resulting from potential increases in the minimum wage or wage increases reflecting competition in relevant labor markets, store occupancy costs, distribution center costs and other expense items, including healthcare costs, may reduce our operating margin, and make it more difficult to identify new store locations that we believe will meet our investment return requirements. In addition, other employment and healthcare law changes may increase the cost of provided retirement and healthcare benefits expenses. Increases in our overall employment costs could have a material adverse effect on the Company’s business, results of operations and financial and competitive position.

If we lose key members of management or are unable to attract and retain the talent required for our business, our operating results could suffer.

Our performance depends largely on the efforts and abilities of members of our management team. Our executives have substantial experience and expertise in our business and have made significant contributions to our growth and success. The unexpected future loss of services of one or more key members of our management team could have an adverse effect on our business. In addition, future performance will depend upon our ability to attract, retain and motivate qualified employees, including store personnel and field management. If we are unable to do so, our ability to meet our operating goals may be compromised. Finally, our stores are decentralized, are managed through a network of geographically dispersed management personnel and historically experience a high degree of turnover. If we are for any reason unable to maintain appropriate controls on store operations due to turnover or other reasons, including the ability to control losses resulting from inventory and cash shrinkage, our sales and operating margins may be adversely affected. There can be no assurance that we will be able to attract and retain the personnel we need in the future.

The loss of, or disruption in, one of our distribution centers and other factors affecting the distribution of merchandise, including freight cost, could materially adversely affect our business.

Each of our divisions uses a single distribution center or third-party logistics provider to handle all or a significant amount of its merchandise. Most of our operations’ inventory is shipped directly from suppliers to our operations' distribution centers or third-party logistics provider, where the inventory is then processed, sorted and shipped to our stores, our wholesale customers or our e-commerce customers. We depend on the orderly operation of this receiving and distribution process, which depends, in turn, on adherence to shipping schedules and effective management of the distribution centers. Although we believe that our receiving and distribution processes are efficient and well positioned to support our current business and potential expansions, we cannot offer assurance that we have anticipated all of the changing demands that our expanding operations, particularly our e-commerce operations, will impose on our receiving and distribution system, or that events beyond our control, such as disruptions in operations due to fire or other catastrophic events, labor disagreements or shortages or shipping problems (whether in our own or in our third-party vendors’ or carriers’ businesses), will not result in increased costs or in delays in the delivery of merchandise to our stores or to our wholesale customers or e-commerce/retail customers. In addition, to the extent we need to add capacity to distribution centers by either leasing or building new distribution centers or adding capacity at existing centers or make changes in our distribution processes to improve efficiency and maximize capacity, we cannot assure that these changes will not result in unanticipated delays or interruptions in distribution. We depend upon third parties for shipment of a significant amount of merchandise. Interruptions in the services provided by third parties may occasionally result from damage or destruction to our distribution centers; weather-related events; natural disasters; pandemics; trade policy changes or restrictions; tariffs or import-related taxes; third-party labor disruptions; shipping capacity constraints; third-party contract disputes; geopolitical events and military conflicts; acts of terrorism; or other factors beyond our control. An interruption in service by third parties for any reason could cause temporary disruptions in our business, a loss of sales and profits, and other material adverse effects.

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Our freight costs are impacted by changes in fuel prices, surcharges and other factors which can affect cost both on inbound freight from vendors to our distribution centers and outbound freight from distribution centers to our stores and customers. Increases in freight costs, including in connection with increased fuel prices, may increase our cost of goods sold and our selling and administrative expenses.

An increase in the cost or a disruption in the flow of our imported products could adversely affect our business.

Merchandise originally manufactured and imported from overseas makes up a large proportion of our total inventory. A disruption in the shipping of our imported merchandise or an increase in the cost of those products may significantly decrease our sales and profits. We may be unable to meet customer demands or pass on price increases to our customers. In addition, if imported merchandise becomes more expensive or unavailable, the transition to alternative sources may not occur in time to meet demand. Products from alternative sources may also be of lesser quality or more expensive than those we currently import. Risks associated with our reliance on imported products include:

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disruptions in the shipping and importation of imported products because of factors such as:

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raw material shortages, work stoppages, strikes, political unrest and civil disturbances;

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problems with shipping, including container shortages, disruptions to significant trade routes and delays in ports;

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increased customs inspections or other factors that could result in penalties causing delays in shipments;

•

economic crises, natural disasters, pandemics, international disputes, wars and geopolitical conflicts; and

•

increases in the cost of purchasing or shipping foreign merchandise resulting from:

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imposition of additional cargo or safeguard measures;

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denial by the United States of “most favored nation” trading status to or the imposition of quotas or other restriction on imports from a foreign country from which we purchase goods;

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changes in import duties, import quotas, tariffs and other trade sanctions; and

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increases in shipping rates.

Some of the inventory we sell is imported from Vietnam, China and India, which have recently been subject to efforts to increase duty or tariff rates or to impose restrictions on imports of certain products.

If we or our suppliers or licensees are unable to source raw materials or finished goods from the countries where we or they wish to purchase them, either because of a regulatory change or for any other reason, or if the cost of doing so should increase, it could have a material adverse effect on our sales and earnings.

A small portion of the products we buy abroad is priced in foreign currencies and, therefore, we are affected by fluctuating currency exchange rates. We may not be able to effectively protect ourselves in the future against currency rate fluctuations. Even dollar-denominated foreign purchases may be affected by currency fluctuations to reflect appreciation in the local currency against the dollar in the price of the products that they provide. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information about our foreign currency exchange rate exposure and any hedging activities.

We are dependent on third-party vendors and licensors for the merchandise we sell.

We do not manufacture the merchandise we sell, and our Genesco Brands Group business is dependent on third-party licenses. Accordingly, our product supply is subject to our ability to renew our license agreements or identify new licenses and the ability and willingness of third-party suppliers to deliver merchandise we order on time and in the quantities and of the quality we need. In addition, a material portion of our retail footwear sales consists of products marketed under brands belonging to unaffiliated vendors, which have fashion significance to our customers. If those vendors were to decide not to sell to us or to limit the availability of their products to us, or if they become unable because of economic conditions, pandemics, work stoppages, labor shortages, strikes, political unrest and civil disturbances, raw materials supply disruptions, or any other reason to supply us with

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products, we could be unable to offer our customers the products they wish to buy and could lose their business. Additionally, manufacturers are required to remain in compliance with certain wage, labor and environment-related laws, regulations and policies. Delayed compliance or failure to comply with such laws, regulations and policies by our vendors could adversely affect our ability to obtain products generally or at favorable costs, affecting our overall ability to maintain and manage inventory levels.

The manufacture of our products and our distributing operations are subject to the risks of doing business abroad which could affect our ability to obtain products from foreign suppliers or control the costs of our products.

We have been diversifying our sourcing base to ensure that we are not too concentrated in any single country. As we source some of our products from China, the possibility of adverse changes in trade or political relations with China, political instability, increases in labor costs, the occurrence of prolonged adverse weather conditions or a natural disaster such as an earthquake or typhoon, or the outbreak of infectious diseases in China could severely interfere with the manufacturing and/or shipment of our products and would have a material adverse effect on our operations. Our ability to source products from China may be adversely affected by changes in laws and regulations (or the interpretation thereof), including those relating to taxation, import and export tariffs, relations with the U.S. government, raw materials, environmental regulations, land use rights, property and other matters. Policy changes in China could adversely affect our interests through, among other factors: changes in laws and regulations, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. In addition, electrical shortages, labor shortages or work stoppages may extend the production time necessary to produce our orders. There may be circumstances in the future where we may have to incur higher freight charges to expedite the delivery of product to our customers which could negatively affect our gross profit if we are unable to pass on those charges to our customers.

Tax, Legal, Regulatory, Global and Other External Risks

Changes in tax laws may result in increased volatility in our effective tax rates.

Our financial results are significantly impacted by the effective tax rates of both our domestic and international operations. Future changes in tax laws could materially impact our effective tax rate. Other factors, such as changes in the mix of earnings in countries with differing statutory tax rates, changes in permitted deductions, interpretations, policies and treaties and the outcome of income tax audits in various jurisdictions, may result in higher taxes, lower profitability and increased volatility in our financial results.

In addition, changes in the tax laws of foreign jurisdictions may arise as a result of the Pillar Two (“Pillar Two”) Global Anti-Base Erosion model rules that were released by the Organization for Economic Cooperation and Development ("OECD") in 2021. Numerous countries have enacted legislation that implemented certain aspects of Pillar Two effective January 1, 2024, or adopted legislation that became effective in 2025, while additional jurisdictions may enact similar legislation in the future. In January 2026, the OECD issued further administrative guidance introducing a side-by-side framework under Pillar Two, largely exempting U.S.-headquartered companies from the application of Pillar Two. The OECD and implementing countries are expected to continue to make further revisions to their legislation and release additional guidance intended to adopt this side-by-side framework into law in each of the member countries. Additionally, administrative guidance with respect to tax law can be incomplete or vary from legislative intent, and therefore the application of tax law is uncertain. While we believe our reported positions comply with relevant tax laws and regulations, taxing authorities could interpret the application of certain laws and regulations differently.

In addition, on July 4, 2025, H.R. 1, a bill to provide for reconciliation pursuant to title II of H. Con. Res. 14, informally known as the One Big Beautiful Bill Act ("OBBBA"), which includes several measures affecting corporations and other business entities, was signed into law. The OBBBA introduces changes to certain corporate tax rules that could affect our tax obligations, effective tax rate, and financial results. The scope, interpretation, and application of certain provisions of the OBBBA remain subject to further regulatory guidance and administrative interpretation. As a result, the ultimate impact of the OBBBA on our business and

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results of operations remains uncertain and could differ materially from our current expectations. Further discussion of the impacts of the OBBBA is included in “Note 11, Income Taxes” of the Notes to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10‐K.

We continue to expect the United States Treasury and the Internal Revenue Service ("IRS") to issue regulations and other guidance that could have a material impact on our effective tax rate in future periods.

Our ability to source our merchandise profitably or at all could be negatively impacted if new trade restrictions are imposed, existing trade restrictions become more burdensome or disruptions occur at our suppliers or at the ports.

Trade restrictions, including increased tariffs, safeguards or quotas, on footwear, apparel and accessories could increase the cost or reduce the supply of merchandise available to us. We source footwear, apparel and accessory products from foreign manufacturers located in Bangladesh, Brazil, Cambodia, China, India, Italy, Pakistan, Peru, Portugal, Sri Lanka, Turkey and Vietnam. Our retail operations, excluding Johnston & Murphy, sell primarily branded products from third parties who source primarily overseas. The investments we are making to develop our sourcing capabilities may not be successful and may, in turn, have an adverse impact on our financial position and results of operations.

There are quotas and trade restrictions on certain categories of goods and apparel from China and countries that are not subject to the applicable World Trade Organization Agreement, which could have a significant impact on our sourcing patterns in the future. In addition, political uncertainty in the United States may result in significant changes to U.S. trade policies, treaties and tariffs, including trade policies and tariffs regarding goods imported from China, Canada, Mexico and other countries. Increases to existing tariffs and the imposition of new tariffs on certain imported products could result in an increase in prices for those products. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade. Any of these factors could depress economic activity, restrict our sourcing from suppliers and have a material adverse effect on our business, financial condition and results of operations. We cannot predict whether any of the countries in which our merchandise is currently or may be manufactured in the future will be subject to additional trade restrictions imposed by the U.S. and foreign governments, nor can we predict the likelihood, type or effect of any such restrictions. Trade restrictions, including increased tariffs or quotas, embargoes, safeguards and customs restrictions against items we source from foreign manufacturers could increase the cost, delay shipping or reduce the supply of products available to us or may require us to modify our current business practices, any of which could hurt our profitability.If we are unable to pass along increased costs to our customers, our gross margins could be adversely affected. Additionally, tariffs may cause us to shift production to other countries, resulting in significant costs and disruption to our business.

We rely on our suppliers to manufacture and ship the products they produce for us in a timely and cost-effective manner. We also rely on the free flow of goods through open and operational ports worldwide. Labor disputes and other disruptions at various ports or at our suppliers could increase costs for us and delay our receipt of merchandise, particularly if these disputes result in work slowdowns, lockouts, strikes or other disruptions.

The impact of climate change, extreme weather, infectious disease outbreaks, and other unexpected events could result in an interruption to our business, as well as to the operations of our third-party partners, and have a material adverse impact on our business.

The operations of our retail stores, corporate offices, distribution centers, digital operations and supply chain, as well as the operations of our third-party partners, including vendors and manufacturers, are vulnerable to disruption from climate change, natural disasters, pandemics and other infectious disease outbreaks and other unexpected events. In addition to impacts on global operations, these events could result in the potential loss of customers and revenues due to mandatory or voluntary store closures, delay or cancellation of merchandise deliveries, reduced consumer confidence or changes in consumers’ discretionary spending habits.

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These events could reduce the availability or quality of the materials used to manufacture our merchandise, which could cause delays in responding to consumer demand resulting in the potential loss of customers and revenues or we may incur increased costs to meet demand and may not be able to pass all or a portion of higher costs on to our customers, which could adversely affect our gross margin and results of our operations.

In addition, historically, our operations have been seasonal, and extreme weather conditions, including natural disasters, unseasonable weather or changes in weather patterns, may diminish demand for our seasonal merchandise and could also influence consumer preferences and fashion trends, consumer traffic and shopping habits. In addition, we may incur costs that exceed our applicable insurance coverage for any necessary repairs to property damage or business disruption resulting from climate or weather conditions.

Establishing and protecting our intellectual property is critical to our business.

Our ability to remain competitive is dependent upon our continued ability to secure and protect trademarks, patents and other intellectual property rights in the U.S. and internationally for all of our businesses. We rely on a combination of trade secret, patent, trademark, copyright and other laws, license agreements and other contractual provisions and technical measures to protect our intellectual property rights; however, some countries do not protect intellectual property rights to the same extent as the U.S.

Our business could be significantly harmed if we are not able to protect our intellectual property, or if a court found us to be infringing on others’ intellectual property rights. Any future intellectual property lawsuits or threatened lawsuits in which we are involved, either as a plaintiff or as a defendant, could cost us a significant amount of time and money and distract management’s attention from operating our business. If we do not prevail on any intellectual property claims, then we may have to change our manufacturing processes, products or trade names, any of which could reduce our profitability.

The scope of our non-U.S. operations exposes our performance to risks including foreign, political, legal and economic conditions and exchange rate fluctuations.

Our performance depends in part on general economic conditions affecting all countries in which we do business. Although the U.K. and the E.U. entered into the E.U.-U.K. Trade and Cooperation Agreement on December 30, 2020, uncertainty remains about the impact on our business in the U.K. and ROI, including impact on tariffs, shipping costs, consumer demand and currency fluctuations.

In addition, across all of our markets, we could be adversely impacted by changes in trade policies, labor, tax or other laws and regulations, intellectual property rights and supply chain logistics. We are also dependent on foreign manufacturers for the products we sell, and our inventory is subject to cost and availability of foreign materials and labor. In addition to the other risks disclosed herein, demand for our product offering in our non-U.S. operations is also subject to local market conditions.

As we expand our international operations, we also increase our exposure to exchange rate fluctuations. Sales from stores outside the U.S. are denominated in the currency of the country in which these operations or stores are located and changes in foreign exchange rates affect the translation of the sales and earnings of these businesses into U.S. dollars for financial reporting purposes. Additionally, inventory purchase agreements may also be denominated in the currency of the country where the vendor resides.

If the U.S. dollar strengthens relative to foreign currencies, our revenues and profits are reduced when converted into U.S. dollars and our margins may be negatively impacted by the increase in product costs. Although we typically have sought to mitigate the negative impacts of foreign currency exchange rate fluctuations through price increases and further actions to reduce costs, we may not be able to fully offset the impact, if at all.

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We are subject to regulatory proceedings and litigation and to regulatory changes that could have an adverse effect on our financial condition and results of operations.

We are party to certain lawsuits, governmental investigations, and regulatory proceedings, including the proceedings arising out of alleged environmental contamination relating to historical operations of the Company and various suits involving current operations as disclosed in Item 3, "Legal Proceedings" and Note 15 to the Consolidated Financial Statements. If these or similar matters are resolved against us, or if we incur significant costs to pursue claims against third parties, our results of operations, our cash flows, or our financial condition could be adversely affected. The costs of prosecuting or defending such lawsuits and responding to such investigations and regulatory proceedings may be substantial and their potential to distract management from day-to-day business is significant. Moreover, with retail operations in the United States, Puerto Rico, Canada, the U.K., and the ROI, we are subject to federal, state, provincial, territorial, local and foreign regulations, which impose costs and risks on our business. Numerous states and municipalities as well as the federal government of the U.S. are proposing or have implemented changes to minimum wage, overtime, employee leave, employee benefit requirements and other requirements that will increase costs. Changes in regulations could make compliance more difficult and costly, and failure to comply with these requirements, including even a seemingly minor infraction, could result in liability for damages or penalties.

Actions of activist shareholders have caused, and could cause us in the future to incur substantial costs, divert management’s attention and resources, and have an adverse effect on our business.

Our shareholders may from time to time engage in proxy solicitations, advance shareholders proposals or otherwise attempt to affect changes or acquire control over the Company. Activist shareholder activities could adversely affect our business because responding to proxy contests and reacting to other actions by activist shareholders can be costly and time-consuming, disrupt our operations and divert the attention of management and our employees. We have retained, and may in the future, retain the services of various professionals to advise us on activist shareholder matters, including legal, financial and communication advisors, the costs of which may negatively impact our future financial results. Perceived uncertainties as to our future direction, strategy or leadership created as a consequence of activist shareholders initiatives may harm our reputation, result in the loss of potential business opportunities, harm our ability to attract new investors, customers, and employees, and cause our stock price to experience periods of volatility or stagnation.

Financial Risks

Our indebtedness is subject to floating interest rates.

Borrowings under our credit facility bear interest at varying rates and expose us to interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness referred to above would increase even if the principal amount borrowed remained the same, and our net income and cash flows will correspondingly decrease. Additionally, in connection with the Intercontinental Exchange Benchmark Administration’s announced phase-out of the London Inter-Bank Offered Rate ("LIBOR"), we amended our credit facility to, among other things, replace LIBOR with the Secured Overnight Financing Rate (“SOFR”), the Sterling Overnight Index Average (“SONIA”) and the Euro Interbank Offered Rate.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 1C. CYBERSECURITY

Cybersecurity is one of our most critical risks. For many activities important to our business, we depend on the confidentiality, integrity and availability of information systems and data, some of which are provided or managed by third parties. We have strategically integrated cybersecurity risk management into our broader enterprise risk management function to promote a company-wide culture of cybersecurity risk management.

Management is responsible for the day-to-day handling of risks facing the Company, while the Board of Directors, as a whole and through its committees, oversees risk management, including cybersecurity risks. The Board has delegated certain risk management responsibilities with respect to cybersecurity to the Audit Committee.

On behalf of the Board, the Audit Committee provides oversight of our management of cybersecurity risk. The Audit Committee regularly reviews our cybersecurity risks, incidents, audits, assessments, crisis readiness, awareness activities and compliance with cybersecurity and privacy laws and regulations.Our Vice President, Information Security and Privacy jointly with our Senior Vice President, Chief Strategy and Digital Officer brief the Audit Committee quarterly, and more often, if necessary, on active and emerging cybersecurity threats and efforts to strengthen our defenses against these threats.

Our Information Security and Privacy teams reduce first and third-party risk by maintaining a proactive security posture aligned with current threats, detecting cybersecurity events and responding quickly, and building procedures to rapidly recover. These teams are managed by the Vice President, Information Security and Privacy, who reports to the Senior Vice President, Chief Strategy and Digital Officer. Our cybersecurity leaders collectively have more than 25 years of relevant experience and multiple professional certifications.

Internal and third-party risks are reviewed, monitored, and managed by our Cybersecurity and Privacy teams, audited by an Internal Audit team and various external experts, and tracked within an Enterprise Risk Management framework. We regularly engage third-party experts to assess the effectiveness of our cybersecurity programs. Biennially, an external independent consultancy team conducts an assessment of our cybersecurity program using the inputs from accepted Cybersecurity Frameworks. Targeted assessments are conducted regularly by internal and third-party experts to ensure compliance with specific federal and state laws and regulations. We continue to participate in the VISA TIP program and AMEX STEP program around our PCI DSS compliance.

Our processes for identifying and managing first and third-party risks from cybersecurity threats include:

•Continuous monitoring of our systems and network for cybersecurity events;

•Regular testing of our Security Incident Response Plan, Business Continuity plans, and Disaster Recovery plans;

•Required annual security training for our employees with access to email, as well as tailored training for employees in more sensitive roles. Periodic testing to ensure the security training is effective.

External managed security services providers and industry-leading security tools continuously monitor our systems and network for cybersecurity threats. Our cybersecurity teams evaluate the escalated threats, and if necessary, take steps to contain and recover from pervasive threats in accordance with our Security Incident Response Plan. The plan includes reporting and escalation procedures to inform the Executive Committee, Audit Committee, and full Board, as appropriate to enable them to carry out their oversight responsibilities, and to ensure timely compliance with applicable reporting rules. Our Business Continuity Management and Disaster Recovery plans include procedures for business recovery and are tested regularly.

No risks from cybersecurity threats or previous cybersecurity incidents have materially affected our business strategy, results of operations, or financial condition. However, there can be no assurance that our controls and procedures in place to monitor and mitigate the risks of cyber threats will be sufficient and/or timely and that we will not suffer material losses or consequences in

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the future. Additionally, while we have in place insurance coverage designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all insured losses or all types of claims that may arise.

ITEM 2. PROPERTIES

At January 31, 2026, we operated 1,236 retail footwear, apparel and accessory stores throughout the United States, Puerto Rico, Canada, the U.K. and the ROI. New shopping center store leases in the United States, Puerto Rico and Canada typically have initial terms of approximately 10 years. New store leases in the U.K. and the ROI typically have initial terms of between 10 and 15 years. We have leases with fixed base rental payments, rental payments based on a percentage of retail sales over contractual amounts and others with predetermined fixed escalations of the minimum rental payments based on a defined consumer price index or percentage.

The general location, use and approximate size of our principal properties are set forth below:

Location Owned/Leased Segment Use ApproximateAreaSquareFeet

Bathgate, Scotland Owned Schuh Group Distribution warehouse 244,644

Chapel Hill, TN Owned Genesco Brands Group Distribution warehouse 182,000

Fayetteville, TN Owned Johnston & Murphy Group Distribution warehouse 178,500

Fayetteville, TN Leased Johnston & Murphy Group Distribution warehouse 91,580

Nashville, TN Leased Various Corporate headquarters 182,078

We believe that all leases of properties that are material to our operations may be renewed, or that alternative properties are available, on terms not materially less favorable to us than existing leases.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we are subject to legal and/or administrative proceedings incidental to our business. It is the opinion of management that the outcome of pending legal and/or administrative proceedings will not have a material effect on our financial position and results of operations.

Further information with respect to this item may be found in Note 15 to the Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data," which is incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES

Market Information

Our stock is traded on the New York Stock Exchange under the symbol "GCO".

There were approximately 1,200 common shareholders of record on March 13, 2026.

We have not paid cash dividends to our holders of our Common Stock since 1973 and we do not currently anticipate paying cash dividends in the foreseeable future. Our ability to pay cash dividends to our holders of common stock is subject to various restrictions. See Note 10 to the Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data" for information regarding restrictions on dividends and redemption of capital stock.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

ISSUER PURCHASES OF EQUITY SECURITIES

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Equity Compensation Plan Information

Refer to Part III, Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" included elsewhere in this report.

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our Consolidated Financial Statements and related Notes and other financial information appearing elsewhere in this Annual Report on Form 10-K, and with Part II, Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, filed with the SEC on March 26, 2025, which provides a discussion of our financial condition and results of operations for Fiscal 2025 compared to our Fiscal 2024.

Summary of Results of Operations

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Net sales increased 4.8% to $2.4 billion in Fiscal 2026 compared to Fiscal 2025.

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Journeys Group sales increased 7% and Schuh Group sales increased 4%, partially offset by a sales decrease of 4% at Genesco Brands Group, while Johnston & Murphy Group sales were flat for Fiscal 2026 as compared to Fiscal 2025.

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Total comparable sales increased 6% for Fiscal 2026, including a 6% increase in same store sales and a 4% increase in comparable e-commerce sales.

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Gross margin decreased 90 basis points as a percentage of net sales from 47.2% in Fiscal 2025 to 46.3% in Fiscal 2026.

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Selling and administrative expenses decreased 120 basis points as a percentage of net sales from 46.4% in Fiscal 2025 to 45.2% in Fiscal 2026.

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Operating margin increased 10 basis points as a percentage of net sales from 0.6% in Fiscal 2025 to 0.7% in Fiscal 2026.

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The effective income tax rate decreased from 309.6% in Fiscal 2025 to (5.4)% in Fiscal 2026 as a result of the impact of the One Big Beautiful Bill Act ("OBBBA") in Fiscal 2026 and a $26.2 million valuation allowance in Fiscal 2025.

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Diluted earnings per share from continuing operations was $1.25 per share in Fiscal 2026 compared to a diluted loss per share from continuing operations of $1.80 per share in Fiscal 2025.

Key Performance Indicators

In assessing the performance of our business, we consider a variety of performance and financial measures. The key performance indicators we use to evaluate the financial condition and operating performance of our business are comparable sales, net sales, gross margin, operating income and operating margin. These key performance indicators should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the U.S. GAAP financial measures presented herein. These measures may not be comparable to similarly-titled performance indicators used by other companies.

Comparable Sales

We consider comparable sales to be an important indicator of our current performance, and investors may find it useful as such. Comparable sales results are important to achieve leveraging of our costs, including occupancy, selling salaries, depreciation, etc. Comparable sales also have a direct impact on our total net revenue, working capital and cash. We define "comparable sales" as sales from stores open longer than one year, beginning with the first day a store has comparable sales (which we refer to in

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this report as "same store sales"), and sales from websites operated longer than one year and direct mail catalog sales (which we refer to in this report as "comparable e-commerce sales"). Temporarily closed stores are excluded from the comparable sales calculation if closed for more than seven days. Expanded stores are excluded from the comparable sales calculation until the first day an expanded store has comparable prior year sales. Current year foreign exchange rates are applied to both current year and prior year comparable sales to achieve a consistent basis for comparison.

Results of Operations—Fiscal 2026 Compared to Fiscal 2025

Our net sales for Fiscal 2026 increased 4.8% to $2.4 billion compared to $2.3 billion in Fiscal 2025. The net sales increase for Fiscal 2026 reflected a 6% increase in comparable sales, including a 6% increase in same store sales and a 4% increase in e-commerce comparable sales, and a favorable foreign exchange impact, partially offset by 42 net store closings and decreased wholesale sales. The consumer environment remains selective and intentional. Consumers tend to engage during key shopping moments and reduce discretionary spending outside of key shopping moments. Journeys Group had a strong year with comparable sales up 9%, fueled by strength in product assortment and other initiatives. Schuh Group comparable sales were flat for the year, reflecting the challenging retail environment in the U.K. Johnston & Murphy Group comparable sales were flat for the year reflecting lower store sales. Journeys Group sales increased 7% and Schuh Group sales increased 4%, partially offset by a sales decrease of 4% at Genesco Brands Group, reflecting the wind-down of Levis and other licenses, while Johnston & Murphy Group sales were flat for Fiscal 2026 compared to Fiscal 2025. Schuh Group's sales were flat on a local currency basis for Fiscal 2026.

Gross margin increased 2.7% to $1.127 billion in Fiscal 2026 from $1.097 billion in Fiscal 2025. Gross margin decreased 90 basis points as a percentage of net sales from 47.2% in Fiscal 2025 to 46.3% in Fiscal 2026, reflecting decreased gross margin as a percentage of net sales in Schuh Group and Genesco Brands Group, while gross margin as a percentage of net sales was flat in both Journeys Group and Johnston & Murphy Group. The overall decrease in gross margin as a percentage of net sales reflects increased promotional activity at Schuh Group and lower margins at Genesco Brands Group related to the exit of licenses and ongoing tariff pressure.

Selling and administrative expenses in Fiscal 2026 increased 2.0% to $1.101 billion compared to $1.080 billion in Fiscal 2025. Selling and administrative expenses decreased 120 basis points as a percentage of net sales from 46.4% in Fiscal 2025 to 45.2% in Fiscal 2026, reflecting decreased expenses as a percentage of net sales at Journeys Group and Genesco Brands Group, partially offset by increased expenses as a percentage of net sales at Schuh Group and Johnston & Murphy Group. The overall decrease in expenses as a percentage of net sales in Fiscal 2026 reflects a decrease in occupancy costs and selling salaries along with other expenses as part of our cost savings initiatives. Explanations of the changes in results of operations are provided by business segment in discussions following these introductory paragraphs.

Operating margin was 0.7% in Fiscal 2026 compared to 0.6% in Fiscal 2025 reflecting improved operating margin at Journeys Group, partially offset by decreased operating margin at Schuh Group, Johnston & Murphy Group and Genesco Brands Group. The overall improvement in operating margin in Fiscal 2026 primarily reflects decreased selling and administrative expenses as a percentage of net sales, partially offset by decreased gross margin as a percentage of net sales and higher asset impairment and other charges in Fiscal 2026 compared to Fiscal 2025.

Earnings from continuing operations before income taxes (“pretax earnings") for Fiscal 2026 were $12.6 million, compared to $9.3 million for Fiscal 2025. Pretax earnings for Fiscal 2026 included asset impairment and other charges of $8.1 million which included $3.9 million for store restructuring, $2.9 million for costs associated with information technology transformation, $0.7 million for asset impairments and $0.6 million for severance. Pretax earnings for Fiscal 2025 included asset impairment and other charges of $3.2 million which included $1.8 million for severance and $1.4 million for asset impairments.

The effective income tax rate was (5.4)% for Fiscal 2026 compared to 309.6% for Fiscal 2025. The lower effective tax rate for Fiscal 2026 compared to Fiscal 2025 reflects the impact of the enactment of income tax law changes under the OBBBA in Fiscal 2026 and their interaction with our valuation allowance in the U.S. jurisdiction coupled with a tax benefit associated with our

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losses generated in our U.K. tax jurisdiction. Conversely, the higher effective tax rate for Fiscal 2025 reflects a $26.2 million U.S. valuation allowance recorded in Fiscal 2025, reflecting the uncertainty regarding our ability to realize the benefit of our general tax attributes in the U.S. See Item 8, Note 11, "Income Taxes", to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information.

Net earnings for Fiscal 2026 were $13.3 million, or $1.25 diluted earnings per share compared to a net loss of $18.9 million, or $1.74 diluted loss per share for Fiscal 2025. The net loss for Fiscal 2025 includes a $1.2 million ($0.9 million, net of tax) gain from insurance proceeds related to legacy environmental matters.

Journeys Group

Fiscal Year Ended %

(dollars in thousands)

Operating margin 4.0 % 1.9 %

Net sales from Journeys Group increased 6.8% to $1.49 billion for Fiscal 2026 compared to $1.40 billion for Fiscal 2025. The increase in net sales was primarily due to a total comparable sales increase of 9% primarily reflecting increased store sales, partially offset by a 5% decrease in the average number of Journeys stores for Fiscal 2026 due to 41 net store closures. The increase in comparable sales in Fiscal 2026 was fueled by strength in Journeys Group's product assortment with brands across both casual and athletic posting gains. Journeys Group drove strong gains in conversion and transaction size. We continue to elevate the product assortment and invest in the Journeys brand to improve the customer experience.

The store count for Journeys Group was 965 stores at the end of Fiscal 2026, including 194 Journeys Kidz stores, 33 Journeys stores in Canada and 30 Little Burgundy stores in Canada, compared to 1,006 stores at the end of Fiscal 2025, including 211 Journeys Kidz stores, 35 Journeys stores in Canada and 30 Little Burgundy stores in Canada.

The 210 basis point improvement in operating margin for Journeys Group in Fiscal 2026 compared to Fiscal 2025 was primarily due to decreased selling and administrative expenses as a percentage of net sales reflecting leverage of expense as a result of increased revenue in Fiscal 2026, especially occupancy expense and selling salaries, and also reflecting our cost savings initiatives. The decrease in selling and administrative expense as a percentage of net sales demonstrates the impact of our cost savings initiatives and closing underperforming stores. Gross margin as a percentage of net sales was flat in Fiscal 2026 as changes in product mix were offset by lower markdowns and decreased shipping and warehouse expense.

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Schuh Group

Fiscal Year Ended %

(dollars in thousands)

Operating income (loss) $ (4,545 ) $ 10,199 NM

Operating margin (0.9 )% 2.1 %

Net sales from Schuh Group increased 4.2% to $500.0 million for Fiscal 2026 compared to $479.9 million for Fiscal 2025. Net sales in Fiscal 2026 included a favorable impact of $21.2 million in sales due to changes in foreign exchange rates and an increase in e-commerce comparable sales, partially offset by decreased stores sales. Total comparable sales were flat for Schuh Group in Fiscal 2026. Schuh Group's sales were flat on a local currency basis for Fiscal 2026. Schuh Group performance was impacted by the ongoing challenging U.K. retail environment in Fiscal 2026. The e-commerce business remains a key channel for consumer engagement, accounting for over 45% of its sales in Fiscal 2026. Schuh Group operated 118 stores at the end of Fiscal 2026 compared to 124 stores at the end of Fiscal 2025.

The 300 basis point decrease in operating margin for Fiscal 2026 compared to Fiscal 2025 reflects decreased gross margin as a percentage of net sales reflecting increased promotional activity, including increased loyalty redemptions and promotions to match the competitive environment, partially offset by decreased shipping and warehouse expenses. In addition, selling and administrative expenses increased as a percentage of net sales, reflecting deleverage of expenses, especially marketing expense and selling salaries, partially offset by decreased compensation expense.

Johnston & Murphy Group

Fiscal Year Ended %

(dollars in thousands)

Operating margin 1.4 % 2.6 %

Johnston & Murphy Group net sales were flat at $320.2 million for Fiscal 2026 and Fiscal 2025. Total comparable sales were flat in Fiscal 2026 and the average number of Johnston & Murphy stores decreased 1% for Fiscal 2026 which was offset by a small increase in wholesale sales. Retail operations accounted for 77.9% of Johnston & Murphy Group's sales in Fiscal 2026, down from 78.3% in Fiscal 2025. The store count for Johnston & Murphy retail operations at the end of Fiscal 2026 was 153 Johnston & Murphy shops and factory stores, compared to 148 Johnston & Murphy shops and factory stores at the end of Fiscal 2025.

The 120 basis point decrease in operating margin for Johnston & Murphy Group for Fiscal 2026 compared to Fiscal 2025 reflects increased selling and administrative expenses as a percentage of net sales for Fiscal 2026, reflecting increased depreciation,

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occupancy and compensation expenses, partially offset by decreased marketing expense. Gross margin as a percentage of net sales was flat in Fiscal 2026 compared to Fiscal 2025 as better initial margins at retail were offset by lower wholesale margins due primarily to tariff impacts.

Genesco Brands Group

Fiscal Year Ended %

(dollars in thousands)

Operating income (loss) $ (66 ) $ 6,806 NM

Operating margin (0.1 )% 5.4 %

Net sales for Genesco Brands Group decreased 3.8% to $121.2 million for Fiscal 2026 from $126.0 million for Fiscal 2025, primarily due to decreased sales of Levi's as we exit that business, partially offset by increased sales of private label footwear.

The 550 basis point decrease in operating margin for Genesco Brands Group in Fiscal 2026 was primarily due to decreased gross margin as a percentage of net sales due to the impact of tariffs and higher closeout sales related to the exit of Levi's and other licenses as well as an unfavorable change in sales mix. Gross margin included an inventory write-down related to the exit of licenses in Fiscal 2026 and a charge for a distribution model transition in Fiscal 2025. The decrease in gross margin was partially offset by decreased selling and administrative expenses as a percentage of net sales in Fiscal 2026 primarily reflecting decreased performance-based compensation, freight and other expenses, partially offset by increased royalty expense, due to a reversal of royalty expense last year resulting from an amendment to the Levi's license agreement.

Corporate, Interest Expenses and Other Charges

Corporate and other expense for Fiscal 2026 increased 14% to $43.2 million compared to $37.8 million for Fiscal 2025. Corporate and other expense in Fiscal 2026 included an $8.1 million charge in asset impairments and other which included $3.9 million for store restructuring, $2.9 million for costs associated with information technology transformation, $0.7 million for asset impairments and $0.6 million for severance. Corporate and other expense in Fiscal 2025 included a $3.2 million charge in asset impairment and other charges which included $1.8 million for severance and $1.4 million for asset impairments. The corporate expense increase, excluding asset impairment and other charges in Fiscal 2026 and Fiscal 2025, primarily reflects an increase in compensation expense, partially offset by a decrease in professional fees in Fiscal 2026 compared to Fiscal 2025.

Net interest expense decreased 3.6% or $0.2 million to $4.1 million in Fiscal 2026 from $4.3 million in Fiscal 2025 primarily reflecting decreased revolver borrowings in the U.S. in Fiscal 2026 compared to Fiscal 2025, partially offset by increased revolver borrowings in the U.K. in Fiscal 2026.

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Liquidity and Capital Resources

Working Capital

Our business is seasonal, with our investment in inventory and accounts receivable normally reaching peaks in the spring and fall of each year. Historically, cash flow from operations has been generated principally in the fourth quarter of each fiscal year.

Cash flow changes: Fiscal Year Ended

(in thousands) January 31, 2026 February 1, 2025 Increase(Decrease)

Effect of foreign exchange rate fluctuations on cash 1,009 (900 ) 1,909

Reasons for the major variances in cash provided by (used in) the table above are as follows:

Cash provided by operating activities was $57.9 million higher in Fiscal 2026 compared to Fiscal 2025, reflecting primarily the following factors:

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a $123.5 million increase in cash flow from changes in prepaids and other current assets, partially offset by a $56.1 million decrease in cash flow from changes in other assets and liabilities, primarily reflecting the receipt of a $59.3 million income tax refund; and

•

a $47.9 million increase in cash flow from changes in inventory, reflecting a $1.2 million increase in inventory in Fiscal 2026 versus Fiscal 2025 compared to a $49.1 million increase in inventory in Fiscal 2025 versus Fiscal 2024; partially offset by

•

a $67.5 million decrease in cash flow from changes in accounts payable, primarily reflecting changes in timing of rent payments and changes in buying and receipt patterns in Fiscal 2026.

Cash used in investing activities was $20.9 million higher in Fiscal 2026 compared to Fiscal 2025 reflecting increased capital expenditures primarily related to investments in retail stores, primarily renovations.

Cash used in financing activities was $33.7 million lower in Fiscal 2026 as compared to Fiscal 2025 primarily reflecting higher net payments in Fiscal 2025 compared to Fiscal 2026.

Sources of Liquidity and Future Capital Needs

We have three principal sources of liquidity: cash flow from operations, cash on hand and our credit facilities discussed in Item 8, Note 8, "Long-Term Debt", to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

On January 16, 2026, we entered into the Fourth Amendment (the "Fourth Amendment") to the Fourth Amended and Restated Credit Agreement dated as of January 31, 2018 (as amended, the "Credit Facility" or the "Credit Agreement") by and among us, certain of our subsidiaries, the lenders party thereto and Bank of America, N.A. as agent, to, among other things, extend the maturity date to January 16, 2031. In addition, the Fourth Amendment (i) makes conforming changes to replace the Canadian Dollar Offered Rate with the Canadian Overnight Repo Rate Average ("CORRA") with respect to Canadian borrowings and (ii) removes the credit spread adjustment and thereby reduces the Term SOFR (as defined in the Credit Agreement) interest rate with respect to domestic borrowings. The Total Commitments (as defined in the Credit Agreement) for the revolving loans remains at $332.5 million. As of January 31, 2026, we had outstanding revolver borrowings under the Credit Facility of $3.4 million (CAD

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$4.6 million) related to GCO Canada ULC. We had outstanding letters of credit of $6.2 million under the Credit Facility at January 31, 2026. These letters of credit support insurance and lease indemnifications.

On November 2, 2022, Schuh entered into a facility agreement (the "Facility Agreement") with Lloyds Bank PLC (“Lloyds”) for a £19.0 million revolving credit facility. The Facility Agreement was extended through February 28, 2026 and bears interest at 2.35% over the SONIA Rate. The Facility Agreement was amended during the first quarter of Fiscal 2027 on February 20, 2026 to, among other things, increase the commitment of the credit facility to £20.0 million, extend the maturity date to August 20, 2027, and it will bear interest at 1.75% over the SONIA Rate. This Facility Agreement replaced Schuh's Facility Letter. The Facility Agreement includes certain financial covenants specific to Schuh. Following certain customary events of default outlined in the Facility Agreement, payment of outstanding amounts due may be accelerated or the commitments may be terminated. The Facility Agreement is secured by charges over all of the assets of Schuh, and Schuh's subsidiary, Schuh (ROI) Limited. Pursuant to a Guarantee in favor of Lloyds in its capacity as security trustee, Genesco Inc. has guaranteed the obligations of Schuh under the Facility Agreement and certain existing ancillary facilities on an unsecured basis. As of January 31, 2026, we did not have any borrowings under the Schuh Facility Agreement.

We were in compliance with all the relevant terms and conditions of the Credit Facility and Facility Agreement as of January 31, 2026.

We believe that cash on hand, cash provided by operations and borrowings under our amended Credit Facility and the Schuh Facility Agreement will be sufficient to support our liquidity needs in Fiscal 2027 and the foreseeable future.

In the fourth quarter of Fiscal 2021, we implemented tax strategies allowed under the 5-year carryback provisions in the CARES Act which we believed would generate approximately $55 million of net tax refunds. We received approximately $26 million of such net tax refunds in Fiscal 2022 and anticipated receipt of the remaining outstanding net tax refund in Fiscal 2023. However, in the third quarter of Fiscal 2023, we were notified that the IRS would conduct an audit of the periods related to the outstanding net tax refund. As a result, the timing of the net tax refund was extended due to the audit process. On January 17, 2025, we executed Form 870 with the IRS exam team and began the process of completing the separate Joint Committee on Taxation ("JCT") review of our outstanding U.S. Federal tax refund claim for the Fiscal 2014 to Fiscal 2021 tax periods. During the first quarter of Fiscal 2026, the JCT finalized their review with no changes to the claim and the IRS began the process of issuing the refund. The balance outstanding increased as a result of additional accrued interest. We received a total refund of $60.1 million, including interest, in Fiscal 2026.

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Contractual Obligations

The following table sets forth aggregate contractual obligations as of January 31, 2026.

(in thousands)

Contractual Obligations Total Current Long-Term

Long-Term Debt Obligations $ 3,379 $ — $ 3,379

(1) Operating lease obligations excludes $55.8 million for leases signed but not yet commenced.

We issue inventory purchase orders in the ordinary course of business, which represent authorizations to purchase that are cancelable by their terms. We do not consider purchase orders to be firm inventory commitments. If we choose to cancel a purchase order, we may be obligated to reimburse the vendor for unrecoverable outlays incurred prior to cancellation.

Capital Expenditures

Capital expenditures were $62.1 million and $41.1 million for Fiscal 2026 and 2025, respectively. The $21.0 million increase in Fiscal 2026 capital expenditures as compared to Fiscal 2025 is primarily due to increased store renovations and new stores.

We expect total capital expenditures for Fiscal 2027 to be approximately $65-$70 million of which approximately 90% is for new stores and renovations and 10% is for other initiatives. We do not currently have any longer-term capital expenditures or other cash requirements other than as set forth in the contractual obligations table. We also do not currently have any off-balance sheet arrangements.

Common Stock Repurchases

We repurchased 604,531 shares during Fiscal 2026 at a cost of $12.6 million or an average of $20.79 per share. We were operating under a $100.0 million repurchase authorization from February 2022. In June 2023, we announced an additional $50.0 million share repurchase authorization. As of January 31, 2026, we have $29.8 million remaining under the expanded share repurchase authorization. We repurchased 399,633 shares during Fiscal 2025 at a cost of $9.8 million or an average of $24.49 per share. We repurchased 1,261,295 shares during Fiscal 2024 at a cost of $32.0 million or an average of $25.39 per share. During the first quarter of Fiscal 2027, through March 25, 2026, we did not repurchase any shares.

Environmental and Other Contingencies

We are subject to certain loss contingencies related to environmental proceedings and other legal matters, including those disclosed in Item 8, Note 15, "Legal Proceedings", to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

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Financial Market Risk

The following discusses our exposure to financial market risk.

Outstanding Debt – We have outstanding revolver borrowings of $3.4 million (CAD $4.6 million) related to GCO Canada ULC, at an average interest rate of 4.7% as of January 31, 2026. A 100 point basis point increase in interest rates would increase annual interest less than $0.1 million on the $3.4 million revolver borrowings.

Cash and Cash Equivalents – Our cash and cash equivalent balances are held in our bank accounts and are invested primarily in institutional money market funds. We did not have significant exposure to changing interest rates on invested cash at January 31, 2026. As a result, we consider the interest rate risk implicit in these investments at January 31, 2026 to be low. We had cash equivalents of $71.8 million at January 31, 2026.

Summary – Based on our overall market interest rate exposure at January 31, 2026, we believe that the effect, if any, of reasonably possible near-term changes in interest rates on our consolidated financial position, results of operations or cash flows for Fiscal 2027 would not be material.

Accounts Receivable – Our accounts receivable balance at January 31, 2026 is concentrated in our wholesale businesses, which sell primarily to department stores and independent retailers across the United States. In the wholesale businesses, one customer accounted for 22%, one customer accounted for 13% and two customers each accounted for 10% of our total trade receivables balance, while no other customer accounted for more than 8% of our total trade receivables balance as of January 31, 2026. We monitor the credit quality of our customers and establish an allowance for doubtful accounts based upon factors surrounding credit risk of specific customers, historical trends and other information, as well as customer specific factors; however, credit risk is affected by conditions or occurrences within the economy and the retail industry, as well as company-specific information.

Foreign Currency Exchange Risk – We are exposed to translation risk because certain of our foreign operations utilize the local currency as their functional currency and those financial results must be translated into United States dollars. As currency exchange rates fluctuate, translation of our financial statements of foreign businesses into United States dollars affects the comparability of financial results between years. Schuh Group's net sales for Fiscal 2026 were positively impacted by $21.2 million and the operating loss for Fiscal 2026 was negatively impacted by $0.2 million due to the change in foreign exchange rates.

New Accounting Principles

Descriptions of recently issued accounting pronouncements, if any, and the accounting pronouncements adopted by us during Fiscal 2026 are included in Note 2, "New Accounting Pronouncements", to the Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data".

Critical Accounting Estimates

Inventory Valuation

In our footwear wholesale operations and our Schuh Group segment, cost for inventory that we own is determined using the first-in, first-out ("FIFO") method. Net realizable value is determined using a system of analysis which evaluates inventory at the stock number level based on factors such as inventory turn, average selling price, inventory level, and selling prices reflected in future orders for footwear wholesale. We provide a valuation allowance when the inventory has not been marked down to net realizable value based on current selling prices or when the inventory is not turning and is not expected to turn at satisfactory levels.

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In our retail operations, other than the Schuh Group segment, we employ the retail inventory method, applying average cost-to-retail ratios to the retail value of inventories. Under the retail inventory method, valuing inventory at the lower of cost or market is achieved as markdowns are taken or accrued as a reduction of the retail value of inventories.

Inherent in the retail inventory method are subjective judgments and estimates about the recoverability of the inventory and its market value, including merchandise mark-on, markups, markdowns and shrinkage. These judgments and estimates, coupled with the fact that the retail inventory method is an averaging process, could produce a range of cost figures. To reduce the risk of inaccuracy and to ensure consistent presentation, we employ the retail inventory method in multiple subclasses of inventory with similar gross margins. We analyze markdown requirements at the stock number level based on factors such as inventory turn, average selling price and inventory age and we accrue markdowns as necessary. These additional markdown accruals reflect all of the above factors as well as current agreements to return products to vendors and vendor agreements to provide markdown support. In addition to markdown allowances, we maintain reserves for shrinkage and damaged goods based on historical rates.

Inherent in the analysis of both wholesale and retail inventory valuation are subjective judgments about current market conditions, fashion trends and overall economic conditions as well as expectations surrounding future sales. Failure to make appropriate conclusions regarding these factors may result in an overstatement or understatement of inventory value. A change of 10% from the recorded amounts for markdowns, shrinkage and damaged goods would have changed inventory by $0.9 million at January 31, 2026.

Impairment of Long-Lived Assets

We periodically assess the recoverability of our long-lived assets, other than goodwill, and evaluate such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Asset impairment is determined to exist if an asset's fair value is less than the carrying amount. Fair value of our long-lived assets is determined by estimated future cash flows, undiscounted and without interest charges, and comparable market rents. Inherent in the analysis of impairment are subjective judgments about future cash flows. Failure to make appropriate conclusions regarding these judgments may result in an overstatement or understatement of the value of long-lived assets.