GENESCO INC

Note 1

Summary of Significant Accounting Policies

Nature of Operations

Genesco Inc. and its subsidiaries' business includes the sourcing and design, marketing and distribution of footwear, apparel and accessories through retail stores in the U.S., Puerto Rico and Canada primarily under the Journeys®, Journeys Kidz®, Little Burgundy® and Johnston & Murphy® banners and under the Schuh banner in the U.K. and the ROI; through e-commerce websites including the following: journeys.com, journeyskidz.com, journeys.ca, schuh.co.uk, schuh.ie, schuh.eu, littleburgundyshoes.com, johnstonmurphy.com and nashvilleshoewarehouse.com as well as the Johnston & Murphy catalog and at wholesale, primarily under our Johnston & Murphy brand, the licensed Dockers® brand, the licensed Wrangler® brand, the licensed Levi's® brand, and other brands that we license for footwear. At January 31, 2026, we operated 1,236 retail stores in the U.S., Puerto Rico, Canada, the U.K. and the ROI.

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 and Levi's brands, as well as other brands we license for footwear. The license for the Levi's brand 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. to design, source, market and distribute footwear under the Wrangler® brand. We expect to launch the first Wrangler footwear collection in the fall of calendar year 2026.

Principles of Consolidation

All subsidiaries are consolidated in our Consolidated Financial Statements. All significant intercompany transactions and accounts have been eliminated.

Fiscal Year

Our fiscal year ends on the Saturday closest to January 31st in the named year. This reporting schedule is followed by many national retail companies and typically results in a 52-week fiscal year, but occasionally will contain an additional week resulting in a 53-week fiscal year. The periods presented in these financial statements each consisted of 52 weeks, except for Fiscal 2024, which consisted of 53 weeks. Fiscal 2026 ended on January 31, 2026, Fiscal 2025 ended on February 1, 2025 and Fiscal 2024 ended on February 3, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Cash and Cash Equivalents

Our foreign subsidiaries held cash of approximately$20.2 million and$13.9 million as of January 31, 2026 and February 1, 2025, respectively, which is included in cash and cash equivalents on the Consolidated Balance Sheets. Based upon evaluation of our worldwide operations and specific plans to remit foreign earnings back to the U.S., we can no longer assert that earnings from certain U.K. subsidiaries will be indefinitely reinvested and have recorded U.S. taxes in accordance with applicable U.S. tax rules and regulations.

There were$71.8 million and$7.5 million of cash equivalents at January 31, 2026 and February 1, 2025, respectively. Cash equivalents include highly-liquid financial instruments, which we define as those having an original maturity of three months or less. Our$71.8 million of cash equivalents at January 31, 2026 were invested in institutional money market funds which invest exclusively in highly rated, short-term securities that are issued, guaranteed or collateralized by the U.S. government or by U.S. government agencies and instrumentalities. The majority of payments due from banks for customer credit cards are classified as cash, as they generally settle within 24 to 48 hours.

At January 31, 2026 and February 1, 2025, outstanding checks drawn on zero-balance accounts at certain banks exceeded book cash balances at those banks by approximately$2.6 million and$3.2 million, respectively. These amounts are included in accounts payable in our Consolidated Balance Sheets.

Concentration of Credit Risk and Allowances on Accounts Receivable

Our wholesale businesses sell primarily to independent retailers and department stores across the United States. Receivables arising from these sales are not collateralized. Customer credit risk is affected by conditions or occurrences within the economy and the retail industry as well as by customer specific factors. In the wholesale businesses, one customer accounted for 22%, one customer accounted for 13% andtwo customers each accounted for 10% of our total trade receivables balance, whileno other customer accounted for more than 8% of our total trade receivables balance as of January 31, 2026.

We establish an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information, as well as customer specific factors. We also establish allowances for sales returns, customer deductions and co-op advertising based on specific circumstances, historical trends and projected probable outcomes.

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.

Property and Equipment

Property and equipment are recorded at cost and depreciated or amortized over the estimated useful life of related assets. We capitalize certain costs incurred in connection with developing or obtaining internal-use software. Capitalized software costs are included in property and equipment, net on the Consolidated Balance Sheets and are generally amortized over five years. Depreciation and amortization expense are computed principally by the straight-line method over the following estimated useful lives:

Depreciation expense related to property and equipment was approximately$52.8 million,$51.9 million and$48.9 million for Fiscal 2026, 2025 and 2024, respectively.

Leases

We recognize lease assets and corresponding lease liabilities for all operating leases on the Consolidated Balance Sheets as described under ASC 842. We evaluate renewal options and break options at lease inception and on an ongoing basis and include renewal options and break options that we are reasonably certain to exercise in our expected lease terms for calculations of the right-of-use assets and liabilities. Approximately 3% of our leases contain renewal options. To determine the present value of lease payments not yet paid, we estimate incremental borrowing rates corresponding to the reasonably certain lease term. As most of our leases do not provide a determinable implicit rate, we estimate our collateralized incremental borrowing rate based upon a synthetic credit rating and yield curve analysis at the lease commencement or modification date in

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determining the present value of lease payments. For lease payments in foreign currencies, the incremental borrowing rate is adjusted to be reflective of the risk associated with the respective currency. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment, if any, of operating lease assets. We test right-of-use assets for impairment in the same manner as long-lived assets.

Net lease costs are included within selling and administrative expenses on the Consolidated Statements of Operations.

Asset Retirement Obligations

An asset retirement obligation represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development, or normal operation of that long-lived asset. Our asset retirement obligations are primarily associated with leasehold improvements that we are contractually obligated to remove at the end of a lease to comply with the lease agreement. We recognize asset retirement obligations at the inception of a lease with such conditions if a reasonable estimate of fair value can be made. Asset retirement obligations are recorded in other long-term liabilities in our Consolidated Balance Sheets and are subsequently adjusted for changes in estimated asset retirement obligations. The associated estimated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over its useful life.

Our Consolidated Balance Sheets include asset retirement obligations related to leases in other long-term liabilities in the amount of$11.1 million and$10.9 million as of January 31, 2026 and February 1, 2025, respectively.

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.

We annually assess our goodwill and indefinite lived trade names for impairment and on an interim basis if indicators of impairment are present. Our annual assessment date of goodwill and indefinite lived trade names is the first day of the fourth quarter.

In accordance with ASC 350, we have the option first 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 not impaired, no further action is required. However, if we conclude otherwise, we are required to determine the fair value of the asset using a quantitative impairment test. The quantitative impairment test for goodwill compares the fair value of each reporting unit with the carrying value of the reporting unit with which the goodwill is associated. If the fair value of the reporting unit is less than the carrying value of the reporting unit, an impairment charge would be recorded for the amount, if any, in which the carrying value exceeds the reporting unit's fair value. We estimate fair value using the best information available, and compute the fair value derived by a combination of the market and income approach. The market approach is

Note 1

based on observed market data of comparable companies to determine fair value. The income approach utilizes a projection of a reporting unit’s estimated operating results and cash flows that are discounted using a weighted-average cost of capital that reflects current market conditions. A key assumption in our fair value estimate is the weighted average cost of capital utilized for discounting our cash flow projections in our income approach. The projection uses our best estimates of economic and market conditions over the projected period including growth rates in sales, costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements.

Fair Value

The Fair Value Measurements and Disclosures Topic of the Codification defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. This Topic defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Revenue Recognition

Revenue is recognized upon satisfaction of all contractual performance obligations and transfer of control to the customer. Revenue is measured as the amount of consideration we expect to be entitled to in exchange for corresponding goods. The majority of our sales are single performance obligation arrangements for retail sale transactions for which the transaction price is equivalent to the stated price of the product, net of any stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a product at the point of sale. Revenue from retail sales is recognized at the point of sale, is net of estimated returns, and excludes sales and value added taxes. Revenue from catalog and internet sales is recognized at estimated time of delivery to the customer, is net of estimated returns, and excludes sales and value added taxes. Wholesale revenue is recorded net of estimated returns and allowances for markdowns, damages and miscellaneous claims when the related goods have been shipped and legal title has passed to the customer. Actual amounts of markdowns have not differed materially from estimates. Shipping and handling costs charged to customers are included in net sales. We exclude sales and value added tax collected on behalf of third parties from the transaction price.

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A provision for estimated returns is provided through a reduction of sales and cost of goods sold in the period that the related sales are recorded. Estimated returns are based on historical returns and claims. Actual returns and claims in any future period may differ from historical experience. Revenue from gift cards is deferred and recognized upon the redemption of the cards. These cards have no expiration date. Income from unredeemed cards is recognized on the Consolidated Statements of Operations within net sales in proportion to the pattern of rights expected to be exercised by the customer in future periods. We perform an evaluation of historical redemption patterns from the date of original issuance to estimate future period redemption activity.

Our Consolidated Balance Sheets include an accrued liability for gift cards of$6.1 million and$5.0 million as of January 31, 2026 and February 1, 2025, respectively. Gift card breakage recognized as revenue was$1.5 million,$1.2 million and$1.1 million for Fiscal 2026, 2025 and 2024, respectively. During Fiscal 2026, we recognized$3.7 million of gift card redemptions and gift card breakage revenue that were included in the gift card liability as of February 1, 2025.

Cost of Sales

For our retail operations, the cost of sales includes actual product cost, the cost of transportation to our warehouses from suppliers, the cost of transportation from our warehouses to the stores and the cost of transportation from our warehouses to the customer. Additionally, the cost of our distribution facilities inclusive of the related depreciation and amortization allocated to our retail operations is included in cost of sales.

For our wholesale operations, the cost of sales includes the actual product cost and the cost of transportation to the Company’s warehouses from suppliers.

Selling and Administrative Expenses

Selling and administrative expenses include all operating costs excluding (i) those related to the transportation of products from the supplier to the warehouse, (ii) for our retail operations, those related to the transportation of products from the warehouse to the store and from the warehouse to the customer and (iii) costs of our distribution facilities which are allocated to our retail operations. Wholesale costs of distribution are included in selling and administrative expenses on our Consolidated Statements of Operations in the amounts of$10.6 million,$11.1 million and$12.1 million for Fiscal 2026, 2025 and 2024, respectively.

We record buying, merchandising and occupancy costs in selling and administrative expense. Because we do not include these costs in cost of sales, our gross margin may not be comparable to other retailers that include these costs in the calculation of gross margin. Retail occupancy costs recorded in selling and administrative expense were$296.5 million,$298.2 million and$309.8 million for Fiscal 2026, 2025 and 2024, respectively.

Shipping and Handling Costs

Shipping and handling costs related to inventory purchased from suppliers are included in the cost of inventory and are charged to cost of sales in the period that the inventory is sold. All other shipping and handling costs are charged to cost of sales in the period incurred except for wholesale costs of distribution and shipping costs for product shipped from stores, which are included in selling and administrative expenses in our Consolidated Statements of Operations.

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Advertising Costs

Advertising costs are predominantly expensed as incurred. Advertising costs were$141.5 million,$132.8 million and$124.7 million for Fiscal 2026, 2025 and 2024, respectively.

Consideration to Resellers

In our wholesale businesses, we do not have any written buy-down programs with retailers, but we have provided certain retailers with markdown allowances for obsolete and slow-moving products that are in the retailer’s inventory. We estimate these allowances and provide for them as reductions to revenues at the time revenues are recorded. Markdowns are negotiated with retailers and changes are made to the estimates as agreements are reached. Actual amounts for markdowns have not differed materially from estimates.

Vendor Allowances

From time to time, we negotiate allowances from our vendors for markdowns taken or expected to be taken. These markdowns are typically negotiated on specific merchandise and for specific amounts. These specific allowances are recognized as a reduction in cost of sales in the period in which the markdowns are taken. Markdown allowances not attached to specific inventory on hand or already sold are applied to concurrent or future purchases from each respective vendor.

We receive support from some of our vendors in the form of reimbursements for cooperative advertising for the launch and promotion of certain products. The reimbursements are agreed upon with vendors and represent specific, incremental, identifiable costs incurred by us to sell the vendor’s specific products. Such costs and the related reimbursements are accumulated and monitored on an individual vendor basis, pursuant to the respective cooperative advertising agreements with vendors. Such cooperative advertising reimbursements are recorded as a reduction of selling and administrative expenses in the same period in which the associated expense is incurred. If the amount of cash consideration received exceeds the costs being reimbursed, such excess amount would be recorded as a reduction of cost of sales.

Vendor reimbursements of cooperative advertising costs recognized as a reduction of selling and administrative expenses were$13.9 million,$9.0 million and$13.1 million for Fiscal 2026, 2025 and 2024, respectively. During Fiscal 2026, 2025 and 2024, our vendor reimbursements of cooperative advertising received were not in excess of the costs incurred.

Share-Based Compensation

We have a share-based compensation plan, the Genesco Inc. Third Amended and Restated 2020 Equity Incentive Plan (the "2020 Plan"), which originally became effective June 25, 2020, was amended and restated on June 22, 2023 and further amended and restated on June 25, 2024 and June 26, 2025. Under the 2020 Plan, we may grant non-qualified stock options, restricted stock awards ("RSAs"), restricted stock units ("RSUs") and performance-based share units ("PSUs") and other stock-based awards to our key employees, non-employee directors and consultants. Outstanding PSUs are subject to performance conditions that include either total Company performance metrics or business unit performance metrics along with a requirement that a recipient's service with the Company continue through the end of the performance period. The fair value of RSAs, RSUs and PSUs is determined based on the closing price of our common stock on the date of grant. Forfeitures for these awards are recognized as they occur. Compensation expense for RSAs, RSUs and PSUs, net of forfeitures, is recognized on a straight-line basis over the requisite service period. For PSUs, at the end of each reporting period, compensation expense is

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updated for our expected performance level against the performance goals, which involves judgment as to the achievement of certain performance metrics.

Foreign Currency Translation

The functional currency of our foreign operations is the applicable local currency. The translation of the applicable foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date. Income and expense accounts are translated at monthly average exchange rates. The unearned gains and losses resulting from such translation are included as a separate component of accumulated other comprehensive loss within shareholders' equity. Gains and losses from foreign currency transactions were not material for Fiscal 2026, 2025 and 2024.

Note 2

New Accounting Pronouncements

New Accounting Pronouncements Adopted

In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. We adopted ASU 2023-09 for the year ended January 31, 2026 on a prospective basis. The adoption did not have a material impact on our Consolidated Financial Statements, but it did require increased income tax disclosures within the notes to our Consolidated Financial Statements. See Note 11, "Income Taxes" for additional information.

New Accounting Pronouncements Not Yet Adopted

In September 2025, the FASB issued ASU 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)." The ASU is intended to modernize the accounting for internal-use software costs with how software is developed today, clarify when to begin capitalizing costs and enhance disclosure requirements. The ASU is effective on either a retrospective, prospective or modified prospective basis for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the adoption of this ASU on our financial disclosures but do not expect it to have a material impact on our Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The ASU is intended to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The ASU is required to be adopted for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied on either a prospective basis to financial statements issued for reporting periods after the effective date of the update, or on a retrospective basis to any or all prior periods presented in the financial statements.

Note 2

New Accounting Pronouncements, Continued

We are currently evaluating the impact of adoption on our financial disclosures but do not expect this ASU to have a material impact on our Consolidated Financial Statements.

Note 3

Goodwill and Other Intangible Assets

Goodwill

The change in the carrying amount of goodwill for Journeys Group was as follows:

Goodwill Valuation (Genesco Brands Group)

As required under ASC 350, "Intangibles - Goodwill and Other," we annually assess our goodwill and indefinite lived trade names for impairment and on an interim basis if indicators of impairment are present. Our annual assessment date of goodwill and indefinite lived trade names is the first day of the fourth quarter. In accordance with ASC 350, when indicators of impairment are present on an interim basis, we must assess whether it is “more likely than not” (i.e., a greater than 50% chance) that an impairment has occurred.

Due to a dispute during the second quarter of Fiscal 2024 with a Genesco Brands Group licensor regarding renewal of their current license in the normal course, which was resolved in Fiscal 2025, and based on the requirements of ASC 350, we identified indicators of impairment in the second quarter of Fiscal 2024 and determined that it was "more likely than not" that an impairment had occurred and performed a full valuation of our Togast reporting unit. Consistent with our Fiscal 2023 annual assessment, our analyses included preparing an income approach and a market approach model. The fair value estimates under the income approach were sensitive to significant assumptions required to develop prospective financial information related to growth rates in sales, costs, and estimates of future expected changes in operating margins. Other significant assumptions related to estimating the weighted average cost of capital utilized for discounting cash flow estimates and terminal period growth rates. These significant assumptions were affected by expectations about future market or economic conditions. The market approach model considered valuations of comparable companies as an input in the determination of the value of the reporting unit.

Based upon the results of these analyses, we concluded the goodwill attributed to Togast was fully impaired. As a result, we recorded a non-cash impairment charge of$28.5 million in the second quarter of Fiscal 2024.

Note 3

Goodwill and Other Intangible Assets, Continued

Other intangibles by major classes were as follows:

(1)

Includes a$23.0 million trademark at January 31, 2026 related to Schuh Group and$3.2 million related to Journeys Group.

(2)

Includes$5.1 million for the Togast acquisition.

(3)

Backlog for Togast.

The amortization of intangibles was$0.6 million for each of Fiscal 2026, Fiscal 2025 and Fiscal 2024. Currently, amortization of intangibles is expected to be$0.6 million for each of the next two years,$0.5 million in three years andno intangible amortization expected after Fiscal 2029.

Note 4

Asset Impairments and Other Charges

Asset impairment charges are reflected as a reduction of the net carrying value of property and equipment and operating lease right of use assets, in asset impairments and other, net in the accompanying Consolidated Statements of Operations.

We recorded a pretax charge to earnings of$8.1 million in Fiscal 2026, including$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.

We recorded a pretax charge to earnings of$3.2 million in Fiscal 2025, including$1.8 million for severance and$1.4 million for asset impairments.

We recorded a pretax charge to earnings of$1.8 million in Fiscal 2024, including$1.1 million for severance and$1.0 million for asset impairments, partially offset by a$0.3 million insurance gain.

Note 5

Inventories

Note 6

Property and Equipment and Other Current Accrued Liabilities

Note 7

Fair Value

The carrying amounts and fair values of our financial instruments at January 31, 2026 and February 1, 2025 are:

Debt fair values were determined using a discount cash flow analysis based on current market interest rates for similar types of financial instruments and would be classified in Level 2 within the fair value hierarchy.

Carrying amounts reported on our Consolidated Balance Sheets for cash, receivables and accounts payable approximate fair value due to the short-term maturity of these instruments.

As of January 31, 2026 and February 1, 2025, we have$3.9 million and$9.9 million, respectively, of long-lived assets held and used which were measured using Level 3 inputs within the fair value hierarchy.

As of January 31, 2026 and February 1, 2025, we have$7.0 million and$6.7 million, respectively, of investments which were measured using Level 1 inputs within the fair value hierarchy.

Note 8

Long-Term Debt

Credit Facility

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 Fourth Amendment also adjusts the pricing grid for the Applicable Margin (as defined in the Credit Agreement) on our revolving credit facility by adding a new level III, with margins continuing to be based on average daily excess availability. The Total Commitments (as defined in the Credit Agreement) for the revolving loans remains at$332.5 million.

The Credit Facility continues to be secured by certain assets of the Company and certain subsidiaries of the Company, including accounts receivable, inventory, payment intangibles and deposit accounts. Equity interests, certain equipment, intellectual property and most leasehold interests are specifically excluded. The Credit Facility continues to provide for the borrowing base to include real estate as those assets are added or maintained as collateral and contains customary real estate covenants. As of January 31, 2026, we had outstanding revolver borrowings under the Credit Facility of$3.4 million (CAD$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.

Deferred financing costs incurred in Fiscal 2026 of$1.6 million related to the amended Credit Facility were capitalized and are being amortized over the term of the new agreement. The remaining balance of deferred financing costs incurred related to the previous Credit Facility are being amortized over the term of the new agreement. These costs are included in other noncurrent assets on the Consolidated Balance Sheets.

The Credit Facility is a revolving credit facility in the aggregate principal amount of$332.5 million, including (i) for the Company and other borrowers formed in the U.S., a$70.0 million sublimit for the issuance of letters of credit and a domestic swingline subfacility of up to$45.0 million, (ii) for GCO Canada ULC, a revolving credit subfacility in an amount not to exceed$70.0 million, which includes a$5.0 million sublimit for the issuance of letters of credit and a swingline subfacility of up to$5.0 million, and (iii) for Genesco (UK) Limited, a revolving credit subfacility in an aggregate amount not to exceed$100.0 million, which includes a$10.0 million sublimit for the issuance of letters of credit and a swingline subfacility of up to$10.0 million. Any swingline loans and any letters of credit and borrowings under the Canadian and U.K. subfacilities will reduce the availability under the Credit Facility on a dollar for dollar basis. We have the option, from time to time, to increase the availability under the Credit Facility by an aggregate amount of up to$200.0 million subject to, among other things, the receipt of commitments for the increased amount. In connection with this increased facility, the Canadian revolving credit subfacility may be increased by no more than$15.0 million and the UK revolving credit subfacility may be increased by no more than$100.0 million. The aggregate amount of the loans made and letters of credit issued under the Credit Facility are limited to the lesser of the facility amount ($332.5 million or, if increased as described above, up to$532.5 million) or the "Borrowing Base", as defined in the Credit Agreement.

Note 8

Long-Term Debt, Continued

We are required to pay a commitment fee on the actual daily unused portions of the Credit Facility at a rate of 0.25% per annum.

The Credit Facility also permits us to incur senior debt in an amount up to the greater of$500.0 million or an amount that would not cause our ratio of consolidated total indebtedness to consolidated EBITDA to exceed 5.0:1.0 as of the date of incurrence (and after giving effect to any such incurrence), provided that certain terms and conditions are met.

In addition, the Credit Facility contains certain covenants that, among other things, restrict additional indebtedness, liens and encumbrances, loans and investments, acquisitions, dividends and other restricted payments, transactions with affiliates, asset dispositions, mergers and consolidations, prepayments or material amendments to certain material documents and other matters customarily restricted in such agreements.

The Credit Facility does not require us to comply with any financial covenants unless Excess Availability, as defined in the Credit Agreement, is less than the greater of$22.5 million or 10% of the loan cap. If and during such time as Excess Availability is less than the greater of$22.5 million or 10% of the loan cap, the Credit Facility requires us to have a fixed charge coverage ratio of not less than 1.0:1.0. Excess Availability was$305.7 million at January 31, 2026.

The Credit Facility contains customary events of default, which if any of them occurs, would permit or require the principal of and interest on the Credit Facility to be declared due and payable as applicable.

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

U.K. Facility Agreement

On November 2, 2022, Schuh entered into the Facility Agreement with 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 didnot have any borrowings under the Schuh Facility Agreement and werein compliance with all the relevant terms and conditions of the Facility Agreement as of January 31, 2026.

Note 9

Leases

We lease our office space and all of our retail store locations, transportation equipment and other equipment under various noncancelable operating leases. The leases have varying terms and expire at various dates through 2037. The store leases in the United States, Puerto Rico and Canada typically have initial terms of approximately 10 years. The store leases in the U.K. and the ROI typically have initial terms of between 10 and 15 years. Our lease portfolio includes 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 rentals based on a defined consumer price index or percentage. Generally, most of the leases require us to pay taxes, insurance, maintenance costs and contingent rentals based on sales. We evaluate renewal options and break options at lease inception and on an ongoing basis, and include renewal options and break options that we are reasonably certain to exercise in our expected lease terms for calculations of our right-of-use assets and lease liabilities. Approximately 3% of our leases contain renewal options. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Under ASC 842, for store, office and equipment leases beginning in Fiscal 2020 and later, we have elected to not separate fixed lease components and non-lease components. Accordingly, we include fixed rental payments, common area maintenance costs, promotional advertising costs and other fixed costs in our measurement of lease liabilities.

Our leases do not provide an implicit rate, so the incremental borrowing rate, based on the information available at commencement or modification date, is used in determining the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. For operating leases that commenced prior to the date of adoption of the new lease accounting guidance, we used the incremental borrowing rate that corresponded to the initial lease term as of the date of adoption.

Net lease costs are included within selling and administrative expenses on the Consolidated Statements of Operations. The table below presents the components of lease cost for operating leases for the years ended January 31, 2026, February 1, 2025 and February 3, 2024.

Note 9

Leases

The following table reconciles the maturities of undiscounted cash flows to our operating lease liabilities recorded on the Consolidated Balance Sheets at January 31, 2026:

Our weighted-average remaining lease term and weighted-average discount rate for operating leases as of January 31, 2026 and February 1, 2025 are:

As of January 31, 2026, we have additional operating leases and lease renewals that have not yet commenced with estimated right of use liabilities of$55.8 million. These leases will commence in Fiscal 2027 and Fiscal 2028 with lease terms of 1 to 10 years.

Note 10

Equity

Non-Redeemable Preferred Stock

Note 10

Equity, Continued

Employees’ Subordinated Convertible Preferred Stock:

Stated and liquidation values are 88 times the average quarterly per share dividend paid on common stock for the previous eight quarters (if any), but in no event less than$30 per share. Each share of this issue of preferred stock is convertible intoone share of common stock and hasone vote per share.

Subordinated Serial Preferred Stock:

Our charter permits the Board of Directors to issue Subordinated Serial Preferred Stock (3,000,000 shares, in aggregate, are authorized) in as many series, each with as many shares and such rights and preferences as the Board may designate. We have shares authorized for$2.30 Series 1,$4.75 Series 3,$4.75 Series 4, Series 6 and$1.50 Subordinated Cumulative Preferred stocks in amounts of 64,368 shares,40,449 shares,53,764 shares,800,000 shares and 5,000,000 shares, respectively. All of these preferred stocks were mandatorily redeemed by us in Fiscal 2014. As a result, there are no outstanding shares for any preferred issues of stock other than Employees' Subordinated Convertible Preferred stock shown in the table above.

Common Stock:

Common stock-$1 par value. Authorized:80,000,000 shares; issued: January 31, 2026 –11,277,257 shares; February 1, 2025 –11,773,352 shares. There were 488,464 shares held in treasury as of January 31, 2026 and February 1, 2025, respectively. Each outstanding share is entitled toone vote. At January 31, 2026, common shares were reserved as follows:27,830 shares for conversion of preferred stock and 766,794 shares for the 2020 Plan.

For the year ended January 31, 2026, shares of common stock were issued as follows: (i)143,178 restricted shares as part of the 2020 Plan; (ii)43,144 shares to directors in exchange for their services; (iii)64,529 shares withheld for taxes on restricted stock vested in Fiscal 2026; (iv)13,372 shares of restricted stock forfeited in Fiscal 2026 and (v)15 shares were issued in miscellaneous conversions of Employees’ Subordinated Convertible Preferred Stock. In addition, the Company repurchased and retired 604,531 shares of common stock at an average weighted market price of$20.79 for a total of$12.6 million.

For the year ended February 1, 2025, shares of common stock were issued as follows: (i)301,222 restricted shares as part of the 2020 Plan; (ii)36,320 shares to directors in exchange for their services; (iii)89,942 shares withheld for taxes on restricted stock vested in Fiscal 2025; and (iv)35,408 shares of restricted stock forfeited in Fiscal 2025. In addition, we repurchased and retired 399,633 shares of common stock at an average weighted market price of$24.49 for a total of$9.8 million.

For the year ended February 3, 2024, shares of common stock were issued as follows: (i)257,744 restricted shares as part of the 2020 Plan; (ii)38,284 shares to directors in exchange for their services; (iii)86,179 shares withheld for taxes on restricted stock vested in Fiscal 2024; (iv)76,633 shares of restricted stock forfeited in Fiscal 2024; and (v)90 shares were issued in miscellaneous conversions of Employees’ Subordinated Convertible Preferred Stock. In addition, we repurchased and retired 1,261,295 shares of common stock at an average weighted market price of$25.39 for a total of$32.0 million.

Note 10

Equity, Continued

Restrictions on Dividends and Redemptions of Capital Stock:

Our charter provides that no dividends may be paid and no shares of capital stock acquired for value if there are dividend or redemption arrearages on any senior or equally ranked stock. We do not pay dividends and therefore, there are no redemption arrearages. Exchanges of subordinated serial preferred stock for common stock or other stock junior to such exchanged stock are permitted.

Note 11

Income Taxes

The components of earnings (loss) from continuing operations before income taxes is comprised of the following:

Note 11

Income tax expense from continuing operations is comprised of the following:

Note 11

Reconciliation of the United States federal statutory rate to our effective tax rate from continuing operations for Fiscal 2026 is as follows:

(1)Texas makes up the majority of the state tax effect.

Note 11

Reconciliation of the United States federal statutory rate to our effective tax rate from continuing operations for Fiscal 2025 and Fiscal 2024 is as follows:

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. Among these measures, the OBBBA modifies and permanently extends certain expiring provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”), including the restoration of 100% bonus depreciation, which was scheduled to phase out in 2027 under the TCJA. The OBBBA also permits immediate expensing of research and development expenditures previously capitalized under the TCJA and modifies various components of the international tax framework. The legislation has multiple effective dates, with some provisions taking effect in 2025 and others phased in through 2027. In accordance with ASC 740,“Income Taxes,” we recognized effects of the OBBBA during the second quarter of Fiscal 2026 for the provisions enacted at that point in time. For the fiscal year ended January 31, 2026, we had a material decrease in our U.S. jurisdiction to both the current tax liability and the effective income tax rate as a result of the enactment of income tax law changes under the OBBBA and their interaction with our valuation allowance in the U.S. jurisdiction. Including the impact of the OBBBA tax law changes, we recorded an effective income tax rate of(5.4)% in Fiscal 2026.

We are subject to a tax on global intangible low-tax income (“GILTI”). GILTI taxes foreign income in excess of deemed return on tangible assets of a foreign corporation and we elected to treat this tax as a period cost. The impact from GILTI was not material for Fiscal 2026, 2025 or 2024.

Note 11

Deferred tax assets and liabilities are comprised of the following:

The deferred tax balances have been classified in our Consolidated Balance Sheets as follows:

As of January 31, 2026 and February 1, 2025, we had net state net operating loss carryforwards of$11.3 million and$11.2 million, respectively. We provided a valuation allowance against these attributes of$11.3 million as of January 31, 2026 and$11.2 million as of February 1, 2025. Expiration of these attributes will occur in various years through 2046.

As of each of January 31, 2026 and February 1, 2025, we had state tax credits of$0.6 million. We provided a valuation allowance against these attributes of$0.6 million as of each of January 31, 2026 and February 1, 2025 and$0.6 million of these credits have a remaining carryforward period of 5 years or less.

Note 11

Based upon evaluation of our worldwide operations and specific plans to remit foreign earnings back to the U.S., we can no longer assert that earnings from certain U.K. subsidiaries will be indefinitely reinvested. As of January 31, 2026, we believe there are no deferred taxes applicable to the accumulated undistributed earnings of those foreign operations beyond the amounts recorded for deemed repatriation of such earnings, as required in the TCJA. The earnings of our remaining foreign operations are indefinitely reinvested, and accordingly, deferred taxes have not been provided. If changes occur in future investment opportunities and plans, those changes will be reflected when known and may result in providing residual U.S. deferred taxes on unremitted international earnings. If our unremitted international earnings were not considered indefinitely reinvested as of January 31, 2026, an immaterial amount of additional deferred taxes would have been provided.

As of January 31, 2026, foreign tax credit carryforwards of approximately$2.3 million were available to reduce possible future U.S. income taxes and expire from 2028 to 2031. As a result of the TCJA, we may no longer utilize certain U.S. foreign tax credit carryforwards. A valuation allowance of$2.3 million has been established against these credits.

As of January 31, 2026 and February 1, 2025, we had gross foreign net operating loss carryforwards of$54.2 million and$40.0 million, respectively, which have a carryforward period of at least 13 years.

The benefit relating to operating loss and credit carryforwards discussed above as of January 31, 2026, consisted of the following:

We regularly evaluate the need for a valuation allowance against our deferred tax assets. In making this determination, we consider all available evidence, both positive and negative, including but not limited to earnings history, projected future outcomes, industry and market trends and the nature of each of the deferred tax assets in assessing the extent to which a valuation allowance should be applied against our U.S. and foreign deferred tax assets. Based on this assessment, as of January 31, 2026 and February 1, 2025, we provided a total valuation allowance of approximately$71.2 million and$72.4 million, respectively, on U.S. and foreign deferred tax assets for which management has determined it is more likely than not that the deferred tax assets will not be realized.

Note 11

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits.

The amount of unrecognized tax benefits which would impact the annual effective tax rate if recognized were$0.7 million as of January 31, 2026,$0.7 million as of February 1, 2025 and$0.8 million as of February 3, 2024. The amount of unrecognized tax benefits may change during the next twelve months but we do not believe the change, if any, will be material to our consolidated financial position or results of operations.

We recognize interest expense and penalties related to the above unrecognized tax benefits within income tax expense on the Consolidated Statements of Operations and it was not material for Fiscal 2026, 2025 or 2024. We recorded$0.9 million,$2.9 million and$2.7 million of interest income within income tax expense, net on the Consolidated Statements of Operations for the years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively, primarily related to our outstanding federal refund request.

We file income tax returns in federal and in many state and local jurisdictions as well as foreign jurisdictions. With few exceptions, our state and local income tax returns for fiscal years ended January 28, 2023 and beyond remain subject to examination. In addition, we have subsidiaries in various foreign jurisdictions that have statutes of limitation generally ranging fromtwo tosix years. As part of the IRS audit of our federal income tax return for the fiscal year ended January 30, 2021, we have extended the statute of limitations for our fiscal years February 1, 2020, forward through March 31, 2026.

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, which proposed a 15% global minimum tax applied on a country-by country basis. 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. We recorded$0.3 million of additional tax expense under the Pillar Two rules in Fiscal 2026 and do not expect the Pillar Two rules to have a material impact on our tax provision or effective tax rate in future periods.

Note 11

For the fiscal year ended January 31, 2026, income taxes paid included a$60.1 million refund, including interest, from the IRS for our Fiscal 2014 to Fiscal 2021 tax periods and$1.1 million for our fiscal 2023 tax period. In addition, income taxes paid included$2.0 million of non-U.S. tax payments and$0.5 million of U.S. state and local income tax payments, for a total net income tax refund of$58.7 million in Fiscal 2026. No income taxes paid to any specific jurisdiction, outside of the IRS refunds, exceeded 5% of the total net income tax refund in Fiscal 2026.

Note 12

Other Postretirement Benefit Plans

We provide health care benefits for early retirees that meet certain age and years of service criteria and life insurance benefits for certain retirees. Under the health care plan, early retirees are eligible for benefits until age 65. Employees who met certain requirements are eligible for life insurance benefits. We accrue such benefits during the period in which the employee renders service.

As of December 31, 2018, the early retiree medical plan was frozen to new entrants. The grandfathered group of employees as of December 31, 2018 were those that had reached age 45 and had at least 10 years of service with the Company and retire at age 55 or older and have at least 15 years of service with the Company.

The measurement date of the assets and liabilities for postretirement medical and life insurance plans is the month-end date that is closest to our fiscal year end.

Our Consolidated Balance Sheets include other postretirement medical and life insurance liabilities of$7.0 million and$6.2 million as of January 31, 2026 and February 1, 2025, respectively. The amount recognized in accumulated other comprehensive loss on the Consolidated Balance Sheets was$3.5 million and$2.4 million as of January 31, 2026 and February 1, 2025, respectively. Our Consolidated Statement of Operations includes net periodic benefit cost for other postretirement benefits of$0.6 million,$0.4 million and$0.5 million in Fiscal 2026, 2025 and 2024, respectively.

Section 401(k) Savings Plan

We have a Section 401(k) Savings Plan available to all employees in the U.S, including retail employees who have completed 500 hours of service within the first six months of employment, and are age 18 or older. There is a similar savings plan available to U.K. employees.

Since January 1, 2005, we began matching 100% of each U.S. employee’s contribution of up to 3% of salary and 50% of the next 2% of salary. In addition, for those employees hired before December 31, 2004, who were eligible for our cash balance retirement plan before it was frozen, we annually make an additional contribution of 2.5% of salary to each employee’s account. Participants are immediately vested in their contributions and our matching contribution plus actual earnings thereon. Our contribution expense for matching programs in the U.S. and U.K. was approximately$6.9 million for Fiscal 2026,$7.0 million for Fiscal 2025 and$6.9 million for Fiscal 2024.

Note 13

Earnings Per Share

Basic earnings per share excludes dilution and is computed by dividing earnings available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities to issue common stock were exercised or converted to common stock.

Weighted-average number of shares used for earnings per share is as follows:

Common stock equivalents of 0.2 million shares and 0.1 million shares are excluded for Fiscal 2025 and Fiscal 2024, respectively, due to the loss from continuing operations.

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 didnot repurchase any shares.

Note 14

Share-Based Compensation Plans

We have a share-based compensation plan, the 2020 Plan, which became effective June 25, 2020. Under the 2020 Plan, we may grant non-qualified stock options, RSAs, RSUs and PSUs and other stock-based awards to our key employees, non-employee directors and consultants for up to 1.8 million shares of common stock. Under the 2020 Plan, as amended and restated on June 26, 2025, June 25, 2024 and June 22, 2023, an additional 0.3 million shares,0.6 million shares and 0.5 million shares of common stock, respectively, were authorized for such grants. Outstanding PSUs are subject to performance conditions that include either total Company performance metrics or business unit performance metrics along with a requirement that a recipient's service with the Company continue through the end of the performance period. The fair value of RSAs, RSUs and PSUs is determined based on the closing price of our common stock on the date of grant. Forfeitures for these awards are recognized as they occur. The 2020 Plan replaced our Second Amended and Restated 2009 Equity Incentive Plan (the “2009 Plan”). There will be no future awards under the 2009 Plan.

Stock Options and Cash Incentive Plans

Under both the 2009 and 2020 Plans, the exercise price of each stock option equals the market price of our stock on the date of grant, and an option’s maximum term is 10 years. Stock options granted under both plans primarily vest 25% per year over four years. We did not capitalize any share-based compensation expense.

Note 14

In addition, we established the 2020 Restricted Cash Incentive Program (the “2020 Program”) in Fiscal 2021 and adopted the 2024 Restricted Cash Program in Fiscal 2025 (the "2024 Program" and collectively with the 2020 Program, the "Programs") to attract and retain executive officers and key employees. Officers and employees of the Company or its subsidiaries are eligible to receive grants under the Programs. Total cash of$5.6 million and$5.0 million was granted in Fiscal 2026 and Fiscal 2025, respectively, under the 2024 Program. Cash granted under the 2024 Program will primarily vest 33% per year over three years. Total cash of$2.7 million was granted in June 2020 under the 2020 Program that vested 25% per year over four years. The compensation paid under the Programs is taxable and subject to applicable tax withholding requirements. Compensation expense recognized in selling and administrative expenses in the accompanying Consolidated Statements of Operations for these cash grants was$2.8 million,$1.6 million and$0.5 million for Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively.

Restricted Stock Incentive Plans

Director Restricted Stock

The 2020 Plan permits grants to non-employee directors on such terms as the Board of Directors may approve. Restricted stock awards were made to independent directors on the date of the annual meeting of shareholders in each of Fiscal 2026, 2025 and 2024. The shares granted in each award vested on the earlier of the first anniversary of the grant date and the date of the next annual meeting of shareholders, subject to the director's continued service through that date. The grants for Fiscal 2026, Fiscal 2025 and Fiscal 2024 were valued at$120,000 per director. For Fiscal 2026, 2025 and 2024, we issued 43,144 shares,36,320 shares and 37,264 shares, respectively, of director restricted stock. In addition, we issued 1,020 shares to newly elected directors in Fiscal 2024. We didnot issue any shares to new directors in Fiscal 2026 or Fiscal 2025. We recognized$0.9 million,$0.9 million and$1.0 million of director restricted stock related share-based compensation in Fiscal 2026, 2025 and 2024 in selling and administrative expenses in the accompanying Consolidated Statements of Operations.

Employee Restricted Stock Awards and Units

Under the 2020 Plan, we issued 142,258 shares,300,157 shares and 256,866 shares of RSAs in Fiscal 2026, 2025 and 2024, respectively. Shares of RSAs issued in Fiscal 2026, 2025 and 2024 primarily vest 33% per year over three years, provided that on such date the grantee has remained continuously employed by the Company since the date of grant. Under the original 2020 Plan, restricted share grants depleted the shares available for future grants at a ratio of 1.72 shares per restricted share granted. Under the 2020 Plan, as amended and restated, restricted share grants made (i) after March 24, 2023 and on or before March 31, 2024, deplete the shares available for future grants at a ratio of 1.52 shares per restricted share granted, (ii) after March 31, 2024 and on or before April 15, 2025, deplete shares available for future grants at a ratio of 1.35 shares per restricted share granted and (iii) after April 15, 2025 deplete the shares available for future grants at a ratio of 1.51 shares per restricted share granted.

Additionally, we issued 920,1,065 and 878 RSUs in Fiscal 2026, 2025 and 2024, respectively, to certain employees at no cost that vest over three years. The fair value of RSAs and RSUs is charged against income as compensation expense over the vesting period. Compensation expense recognized in selling and administrative expenses in the accompanying Consolidated Statements of Operations for these shares was$8.7 million,$10.7 million and$12.6 million for Fiscal 2026, 2025 and 2024, respectively.

Note 14

A summary of the status of our nonvested shares of our RSAs as of January 31, 2026 is presented below:

The number of restricted stock awards issued on the date the stock awards vest is net of shares withheld to satisfy the minimum statutory tax withholding requirements, which we pay on behalf of our employees. Although shares withheld are not issued, they are treated similar to common stock repurchases as they reduce the number of shares that would have been issued upon vesting.

As of January 31, 2026, we had$7.8 million of total unrecognized compensation expense related to nonvested RSAs discussed above. That cost is expected to be recognized over a weighted average period of 1.55 years.

Performance-Based Share Units

In Fiscal 2026, 2025 and 2024, we granted 171,503 PSUs,153,602 PSUs and 96,866 PSUs, respectively, (assuming target level achievement) to certain members of senior management. The actual number of shares that will be issued will be based on actual performance and can range from 50% to 200% or result in 0% of the shares granted. Performance conditions include both total Company and business unit performance metrics along with a requirement that a recipient's service with the Company continue through the end of the performance period. Compensation expense for PSUs, net of forfeitures, is recognized on a straight-line basis over the requisite service period and is updated for our expected performance level against performance goals at the end of each reporting period, which involves judgment as to the achievement of those goals. If performance goals are achieved, the PSUs will be issued based on the achievement level and will cliff vest in full at the end of the three-year performance period. Any portion of the PSUs that are not earned by the end of the three year period will be forfeited. Under the 2020 Plan, as amended and restated, PSUs granted in Fiscal 2026 deplete the shares available for future

Note 14

grants at a ratio of 1.51 shares per PSU granted, PSUs granted in Fiscal 2025 deplete the shares available for future grants at a ratio of 1.35 shares per PSU granted and PSUs granted in Fiscal 2024 deplete the shares available for future grants at a ratio of 1.52 shares per PSU granted. During the twelve months ended January 31, 2026, we estimated the probable outcome of the performance goals for each PSU grant and the corresponding expense for the year ended January 31, 2026 is reflected in PSU compensation expense. Compensation expense recognized in selling and administrative expenses in the accompanying Consolidated Statements of Operations for PSUs was$2.6 million,$1.3 million and$0.3 million for Fiscal 2026, 2025 and 2024, respectively.

A summary of the status of nonvested shares of our PSUs as of January 31, 2026 is presented below:

(1)Assumes 100% target level achievement of the relative performance goal. The actual number of shares that will be issued, which may be higher or lower than the target, will be determined by the level of achievement of the relative performance goal.

(2) Shares adjusted at the end of Fiscal 2026 for PSUs that did not vest as a result of not achieving the required performance metrics as of January 31, 2026.

As of January 31, 2026, we had$4.9 million of total unrecognized compensation expense related to non-vested PSUs discussed above. That cost is expected to be recognized over a weighted average period of 1.86 years. There were no modifications to PSUs in Fiscal 2026. No shares vested in the periods ended January 31, 2026, February 1, 2025 or February 3, 2024.

Note 15

Legal Proceedings

Environmental Matters

The Company has legacy obligations including environmental monitoring and reporting costs related to: (i) a 2016 consent judgment entered into with the United States Environmental Protection Agency involving the site of a knitting mill operated by a former subsidiary of ours from 1965 to 1969 in Garden City, New York; and (ii) a 2010 consent decree with the Michigan Department of Natural Resources and Environment relating to our former Volunteer Leather Company facility in Whitehall, Michigan. We do not expect that future obligations related to either of these sites will have a material effect on our financial condition or results of operations.

During the fourth quarter of Fiscal 2025 and Fiscal 2024, we received insurance proceeds totaling$1.2 million ($0.9 million, net of tax) and$9.4 million ($7.2 million, net of tax), respectively, related to legacy environmental matters discussed above. The insurance proceeds are included in gain (loss) from discontinued operations, net of tax on the Consolidated Statements of Operations in Fiscal 2025 and Fiscal 2024.

Accrual for Environmental Contingencies

Related to all outstanding environmental contingencies, we hadaccrued $1.9 million as of January 31, 2026,$2.1 million as of February 1, 2025 and$2.0 million as of February 3, 2024. All such provisions reflect our estimates of the most likely cost (undiscounted, including both current and noncurrent portions) of resolving the contingencies, based on facts and circumstances as of the time they were made. There is no assurance that relevant facts and circumstances will not change, necessitating future changes to the provisions. Such contingent liabilities are included in the liability arising from provision for discontinued operations on the accompanying Consolidated Balance Sheets because it relates to former facilities operated by us. We have made pretax accruals for certain of these contingencies, including less than$0.1 million in Fiscal 2026, approximately$0.4 million in Fiscal 2025 and$0.5 million in Fiscal 2024. These charges are included in gain (loss) from discontinued operations, net in the Consolidated Statements of Operations and represent changes in estimates.

In addition to the matters specifically described in this Note, we are a party to other legal and regulatory proceedings and claims arising in the ordinary course of our business. While management does not believe that our liability with respect to any of these other matters is likely to have a material effect on our financial statements, legal proceedings are subject to inherent uncertainties and unfavorable rulings could have a material adverse impact on our financial statements.

During the first quarter of Fiscal 2027, we received$13.4 million (net of legal fees) related to payment card interchange fee litigation.

Note 16

Business Segment Information

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

Our reportable segments are based on management's organization of the segments in order to make operating decisions and assess performance along types of products sold. Journeys Group and Schuh Group sell primarily branded products from other companies while Johnston & Murphy Group and Genesco Brands Group sell primarily our owned and licensed brands. Our chief operating decision maker ("CODM") is our President and Chief Executive Officer. The CODM assesses performance of and allocates resources to each business segment based on segment results without allocating corporate expenses. These corporate expenses include corporate overhead, bank fees, interest expense, interest income, goodwill impairment, asset impairment charges and other, including severance, insurance gains, a gain on the termination of the pension plan, major litigation and major lease terminations. Reconciling items between segment operating income (loss) and earnings (loss) from continuing operations consist of unallocated corporate expenses. The CODM uses segment operating income (loss) as a measure of profit or loss.

The measure of segment assets is reported on our Consolidated Balance Sheets as total assets. Corporate assets include cash, domestic prepaid rent expense, prepaid income taxes, deferred income taxes, deferred note expense on revolver debt, corporate fixed assets, corporate operating lease right of use assets and miscellaneous investments.

(1)Net sales in North America and in the United Kingdom, which includes the Republic of Ireland, accounted for 79% and 21%, respectively, of our net sales for Fiscal 2026.

(2)Asset impairments and other includes a$3.9 million charge for store restructuring, including$3.6 million in Journeys Group and$0.3 million in Schuh Group,$2.9 million for costs associated with information technology transformation,$0.7 million charge for asset impairments in Schuh Group and$0.6 million for severance.

Note 16

Business Segment Information, Continued

(1) Of our$710.5 million of long-lived assets,$85.7 million and$15.1 million relate to long-lived assets in the U.K. and Canada, respectively.

(1)Net sales in North America and in the United Kingdom, which includes the Republic of Ireland, accounted for 79% and 21%, respectively, of our net sales for Fiscal 2025.

(2)Asset impairments and other includes$1.8 million for severance and$1.4 million charge for asset impairments, of which$0.8 million is in Journeys Group and$0.6 million is in Schuh Group.

(1)Of our$666.3 million of long-lived assets,$90.3 million and$9.3 million relate to long-lived assets in the U.K. and Canada, respectively.

Note 16

Business Segment Information, Continued

(1)

Net sales in North America and in the United Kingdom, which includes the Republic of Ireland, accounted for 79% and 21%, respectively, of our net sales for Fiscal 2024.

(2)

Goodwill impairment of$28.5 million is related to Genesco Brands Group.

(3)

Asset impairments and other includes$1.1 million for severance and$1.0 million charge for asset impairments in Journeys Group, partially offset by a$0.3 million insurance gain.

(1)Of our$677.2 million of long-lived assets,$89.4 million and$12.3 million relate to long-lived assets in the U.K. and Canada, respectively.