|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
GENESCO INC (Name of Issuer) |
Common Stock, $1.00 par value (Title of Class of Securities) |
(CUSIP Number) |
BRADLEY L. RADOFF 2727 Kirby Drive, Unit 29L, Houston, TX, 77098 713-482-2196 CHRISTOPHER MARTIN JUMANA CAPITAL INVESTMENTS LLC, 1717 St. James Place, Suite 335 Houston, TX, 77056 281-915-2704 RYAN NEBEL OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/03/2026 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Radoff Bradley Louis | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
480,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Jumana Capital Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
535,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Martin Christopher Ross | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
535,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $1.00 par value |
| (b) | Name of Issuer:
GENESCO INC |
| (c) | Address of Issuer's Principal Executive Offices:
535 MARRIOTT DRIVE, 12TH FLOOR, NASHVILLE,
TENNESSEE
, 37214. |
| Item 2. | Identity and Background |
| (a) | Item 2(a) is hereby amended to add the following:
On August 3, 2026, the Reporting Persons mutually agreed in writing to cease the coordination of their activities with respect to the Issuer (the "Termination Agreement"). In connection with the Termination Agreement, which is attached as Exhibit 99.1 hereto and incorporated herein by reference, the Reporting Persons are no longer members of a Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 3 to the Schedule 13D. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The Shares directly owned by Mr. Radoff were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 480,000 Shares directly owned by Mr. Radoff is approximately $13,776,359, including brokerage commissions.
The Shares purchased by Jumana Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 535,000 Shares directly owned by Jumana Capital is approximately $16,438,218, including brokerage commissions. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based on 11,106,973 Shares outstanding as of June 11, 2026, which is the total number of Shares outstanding as disclosed in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 15, 2026.
As of the date hereof, Mr. Radoff directly beneficially owned 480,000 Shares, constituting approximately 4.3% of the Shares outstanding.
As of the date hereof, Jumana Capital directly beneficially owned 535,000 Shares, constituting approximately 4.8% of the Shares outstanding. Mr. Martin, as the Manager of Jumana Capital, may be deemed the beneficial owner of the 535,000 Shares owned by Jumana Capital, constituting approximately 4.8% of the Shares outstanding.
Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
The transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market unless otherwise noted therein. |
| (e) | Item 5(e) is hereby amended and restated to read as follows:
As of August 3, 2026, effective upon the Termination Agreement, the Reporting Persons ceased to collectively beneficially own over 5% of the Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
On August 3, 2026, the Reporting Persons executed the Termination Agreement, thereby terminating the coordination of their activities with respect to the Issuer. A copy of the Termination Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
1 - Transactions in Securities.
99.1 - Termination Agreement, dated August 3, 2026. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
Exhibit 1
Transactions in the Securities of the Issuer Since the Filing of Amendment No. 2 to the Schedule 13D
| Nature of the Transaction |
Amount of Securities Purchased/(Sold) |
Price ($) |
Date of Purchase/Sale |
BRADLEY L. RADOFF
| Purchase of Common Stock | 10,000 | 33.8401 | 06/30/2026 |
| Purchase of Common Stock | 10,000 | 34.1478 | 07/01/2026 |
JUMANA CAPITAL INVESTMENTS LLC
| Purchase of Common Stock | 10,000 | $33.8160 | 06/30/2026 |
| Purchase of Common Stock | 11,479 | $34.2463 | 07/01/2026 |
| Purchase of Common Stock | 3,521 | $34.4400 | 07/02/2026 |
Exhibit 99.1
TERMINATION AGREEMENT
August 3, 2026
Each of the undersigned was a party to that certain Amended and Restated Group Agreement, dated as of April 24, 2026, as amended on June 8, 2026 (the “Group Agreement”), with respect to Genesco Inc. (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Group Agreement.
WHEREAS, pursuant to Section 11 of the Group Agreement, the Group Agreement terminated upon the certification of the results of the Annual Meeting;
WHEREAS, notwithstanding the certification of the results of the Annual Meeting, Radoff and Jumana elected to remain as members of a “group” (as such term is defined in Section 13(d)(3) of the Exchange Act) and to continue to coordinate their activities with respect to the Company; and
WHEREAS, Radoff and Jumana now desire to cease the coordination of their activities with respect to the Company and to no longer be members of a “group” with respect to the Company.
NOW, THEREFORE, Radoff and Jumana hereby agree that they are no longer coordinating their activities or acting as a “group” with respect to the Company effective immediately.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be executed as of the day and year first above written.
| The Radoff Family Foundation | |||
| By: |
/s/ Bradley L. Radoff | ||
| Name: | Bradley L. Radoff | ||
| Title: | Director | ||
|
/s/ Bradley L. Radoff | |
| Bradley L. Radoff |
| Jumana Capital Investments LLC | |||
| By: |
/s/ Christopher R. Martin | ||
| Name: | Christopher R. Martin | ||
| Title: | Manager | ||
|
/s/ Christopher R. Martin | |
| Christopher R. Martin |