EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 1,200,000 shares of common stock, par value $1.00 per share (“Common Stock”), of Genesco Inc. (the “Company” or the “Registrant”), which may be issued pursuant to awards under the Genesco Inc. Fourth Amended and Restated 2020 Equity Incentive Plan (the “Fourth Amended and Restated Plan”). The Company previously registered (i) 1,040,814 shares of Common Stock with respect to the Genesco Inc. 2020 Equity Incentive Plan (the “2020 Plan”) on a prior Registration Statement on Form S-8 filed by the Company (Registration No. 333-248715), (ii) an additional 480,000 shares of Common Stock with respect to the Genesco Inc. Amended and Restated 2020 Equity Incentive Plan (the “Amended and Restated Plan”) on a prior Registration Statement on Form S-8 filed by the Company (Registration No. 333-274394), (iii) an additional 560,000 shares of Common Stock with respect to the Genesco Inc. Second Amended and Restated 2020 Equity Incentive Plan (the “Second Amended and Restated Plan”) on a prior Registration Statement on Form S-8 filed by the Company (Registration No. 333-282063) and (iv) an additional 300,000 shares of Common Stock with respect to the Genesco Inc. Third Amended and Restated 2020 Equity Incentive Plan (the “Third Amended and Restated Plan”) on a prior Registration Statement on Form S-8 filed by the Company (Registration No. 333-290298) (collectively, the “Prior Registration Statements”).
At the Company’s 2026 Annual Meeting of Shareholders, the Company’s shareholders approved the Fourth Amended and Restated Plan, which amended and restated the Third Amended and Restated Plan to, among other things, authorize the issuance of an aggregate of (a) 1,623,147 shares (which includes (i) 1,200,000 additional shares authorized pursuant to the Fourth Amended and Restated Plan, and (ii) 423,147 shares authorized and available for grant as of April 30, 2026, under the Third Amended and Restated Plan), less (b) any shares (adjusted based on the fungible share counting provision of the Fourth Amended and Restated Plan) granted under the Third Amended and Restated Plan after April 30, 2026 and prior to July 21, 2026. As a result, prior to the registration of the additional 1,200,000 shares of Common Stock authorized under the Fourth Amended and Restated Plan, 423,147 shares of Common Stock are currently available and reserved for issuance under the Fourth Amended and Restated Plan.
In accordance with General Instruction E to Form S-8, the Company hereby incorporates herein by reference the contents of the Prior Registration Statements, together with all exhibits filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference and shall be deemed to be a part hereof from the date of filing of such document:
(1)The Registrant’s Annual Report on Form 10-K (File No. 1-3083) for the fiscal year ended January 31, 2026, filed with the Commission on March 25, 2026, as amended by the Registrant’s Annual Report on Form 10-K/A (File No. 1-3083) for the fiscal year ended January 31, 2026, filed with the Commission on June 1, 2026; (2)The portions of the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on June 15, 2026 that were incorporated by reference into Part III of the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026;