Genius Sports Ltd 6-K, filed Nov 6, 2026
Genius Sports Ltd (GENI)
About this 6-K
Genius Sports Ltd filed this 6-K on November 6, 2026.
Genius Sports Limited will hold its 2026 AGM on December 8, 2026, seeking approval of director reappointments, KPMG LLP as auditor, and authority to buy up to 14.99% of shares in issue. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2026
Commission File Number: 001-40352
Genius Sports Limited
(Translation of registrant’s name into English)
Genius Sports Group
Seymour Mews House, Seymour Mews,
London, W1H 6BG
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Annual General Meeting of Shareholders
The 2026 Annual General Meeting of Shareholders (the “AGM”) of Genius Sports Limited (the “Company”) will be held starting at 2.00 p.m. Greenwich Mean Time on December 8, 2026 at Genius Sports, Seymour Mews House, Seymour Mews, London, W1H 6BG and virtually at https://www.cstproxy.com/geniussports/2026. The agenda for the Meeting and further details are set forth in the Notice of the 2026 Annual General Meeting, which is attached hereto as Exhibit 99.1. The form of proxy to be solicited by the Company is attached hereto as Exhibit 99.2.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GENIUS SPORTS LIMITED | ||||||
| Date: 6 November, 2026 | By: | /s/ Mark Locke | ||||
| Name: | Mark Locke | |||||
| Title: | Chief Executive Officer | |||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Notice of the 2026 Annual General Meeting | |
| 99.2 | Form of Proxy Card | |
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Exhibit 99.1
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO THE COMPANY ON WHICH YOU ARE BEING ASKED TO VOTE. If you are in any doubt about the action to be taken, you are recommended to immediately seek your own personal financial advice from an appropriately qualified adviser licensed pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 2020 (as amended) if you are in the Bailiwick of Guernsey, or from another appropriately authorised independent financial adviser if you are in a territory outside the Bailiwick of Guernsey.
If you have sold or transferred all of your Shares in the Company, please forward this document without delay to the purchaser, or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.
The Board encourages all Shareholders to appoint the Chair of the meeting as their proxy as early as possible in order to vote on the matters being considered at the AGM. All votes on the Resolutions contained in the Notice of AGM will be held by poll. Updates on any changes to the proceedings of the AGM will be published on the Company’s website at: WWW.GENIUSSPORTS.COM. The Company will announce, via a press release that will be furnished with the U.S. Securities and Exchange Commission (the “SEC”) on a Form 6-K, any change in the arrangements of the AGM which the Company believes in its sole discretion would be reasonable and practical to implement.
GENIUS SPORTS LIMITED
(Guernsey company number 68277)
(the “Company”)
Notice of the 2026 Annual General Meeting (the “AGM”)
To be held at Genius Sports, Seymour Mews House, Seymour Mews, London, W1H 6BG
at 2:00 p.m. GMT on December 8, 2026, which can be joined by Shareholders electronically as set out herein.
The definitions used in this document are set out on page 9.
This document should be read as a whole. Your attention is drawn to the letter from the Chair of the Company which is set out on page 5 of this document and which recommends you vote, as applicable, in favour of each of the Resolutions to be proposed at the AGM. Your attention is also drawn to the section entitled “Action to be Taken by Shareholders” on page 3 of this document.
The Resolutions described in this document are conditional on Shareholder approval at the AGM.
The Notice convening the AGM is set out on page 10 of this document.
To be valid, the Form of Proxy set out on page 12 of this document should be completed and returned to the Company Secretary as soon as possible so as to arrive, in any event, not later than 48 hours (excluding any part of a day that is not a Business Day) before the AGM.
CONTENTS
| Letter from the Chair |
Page 5 | |
| Definitions |
Page 9 | |
| Notice of AGM |
Page 10 | |
| Form of Proxy |
Page 12 | |
EXPECTED TIMETABLE OF EVENTS
| Latest time and date for receipt of Forms of Proxy for the AGM | 2:00 p.m. on December 4, 2026 | |
| AGM | 2:00 p.m. on December 8, 2026 | |
Note: All references to time in this document are to Greenwich Mean Time.
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ACTION TO BE TAKEN BY SHAREHOLDERS
In relation to the AGM:
ALL SHAREHOLDERS ARE RECOMMENDED TO COMPLETE AND RETURN THEIR FORMS OF PROXY TO INDICATE HOW THEY WISH TO VOTE IN RELATION TO THE PROPOSALS. COMPLETION AND RETURN OF THE FORMS OF PROXY WILL NOT AFFECT A SHAREHOLDER’S RIGHT TO ATTEND AND VOTE AT THE AGM.
A Shareholder who is entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote and speak at the AGM instead of that Shareholder, provided that each proxy is appointed to exercise the rights attached to a different Share or Shares held by the Shareholder. A proxy need not be a Shareholder.
Shareholders are requested to complete and return their Forms of Proxy for the AGM as soon as possible and, in any event, not later than 48 hours (excluding any part of a day that is not a Business Day) before the AGM. Corporate Shareholders who plan to attend and vote at the AGM in person, must present an appropriate letter of representation and suitable identification of the person nominated to represent the corporation before the start of the AGM.
A list of Shareholders entitled to vote at the AGM as of the Record Date will be available for inspection during ordinary business hours by any Shareholder at least 10 days prior to the AGM.
You will find on page 12 of this document a Form of Proxy for use at the AGM. Shareholders are urged to return their relevant Forms of Proxy or to vote by Internet as set out therein and to vote in favour of the Resolutions.
We note that, as we are a foreign private issuer, as defined by the rules of the SEC, we are exempt from the rules and regulations under the Exchange Act and the NYSE related to the furnishing and content of proxy statements. In addition, as a foreign private issuer, we are generally not required to follow the voting requirements applicable to U.S. domestic issuers under the NYSE rules.
You are asked to complete the Form of Proxy in accordance with the instructions contained therein so as to be received by the Company Secretary not later than 2:00 p.m. on December 4, 2026.
Asking questions at the AGM
The Company recognizes the importance of being able to answer Shareholders’ questions. Shareholders are invited to email the Company Secretary at: COSEC@GENIUSSPORTS.COM, with any questions relating to any business at the AGM that they would like the Company to consider in accordance with Section 16.20 of the Company’s Memorandum and Amended and Restated Articles of Incorporation. The Company requests that questions be submitted no later than December 4, 2026. The Company will attempt to answer Shareholders’ questions in advance of the AGM. If the Company receives many questions on similar topics, it may group those questions and respond to those questions generally. Shareholders may also ask questions at the AGM through the electronic meeting facilities.
Electronic meeting
Shareholders may attend the meeting electronically by accessing the CST Proxy AGM website at https://www.cstproxy.com/geniussports/2026 or telephonically (listen-only) using the following details:
| • | Within the U.S. and Canada: 1 800-450-7155 (toll-free) |
| • | Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) |
| • | Conference ID: 7351232# |
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Accessing the CST Proxy website
The CST Proxy AGM website can be accessed using most internet browsers such as Internet Explorer (not compatible with versions 10 and below), Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. If you wish to access the AGM using this method, please visit https://www.cstproxy.com/geniussports/2026 on the day of the AGM.
Logging in
To access the AGM website, you will be asked to enter a Meeting ID, which is 7351232#. You will then be prompted to enter your unique 12 digit Investor Code (IVC) including any leading zeros, and ‘PIN’. Your PIN is the last 4 digits of your IVC. This will authenticate you as a Shareholder.
Your IVC can be found on your share certificate or proxy card or you can also obtain your IVC by contacting the Company’s transfer agent, Continental Stock Transfer and Trust, by calling +1-917-262-2373.
Access to the meeting via the website will be available beginning at 1:45 p.m. on December 8, 2026. However, please note that you will not be able to vote until the Chair formally declares the poll open.
Audio broadcast
The electronic meeting will be broadcast in audio format only. Once logged in, and the meeting starts, you will be able to listen to the meeting on your device and to speak.
Requirements
An active internet connection is required at all times to listen to the audiocast. It is the user’s responsibility to ensure he or she remains connected for the duration of the meeting.
Questions
If you have questions about the Resolutions or if you need additional copies of this proxy statement or the enclosed proxy card you should contact the Company’s proxy solicitor:
Sodali & Co
333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902
Individuals call toll-free: +1 (800) 662-5200
Banks and brokers call: +1 (203) 658-9400
Email: GENI.INFO@INVESTOR.SODALI.COM
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PART 1
LETTER FROM THE CHAIR
GENIUS SPORTS LIMITED
(Guernsey company number 68277)
(the “Company”)
| Directors | Registered office | |
| Robert Joseph Bach | ||
| Kimberly Ann Bradley | Redwood House | |
| Daniel Burns | St. Julian’s Avenue | |
| Kenneth J. Kay | St Peter Port | |
| Mark Locke | Guernsey | |
| Claire Linda Nooriala | GY1 1WA | |
November 6, 2026
Dear Shareholder,
Notice Convening the 2026 Annual General Meeting of the Company
I am pleased to write to you with details of the AGM of the Company, which is being held at Genius Sports, Seymour Mews House, Seymour Mews, London, W1H 6BG at 2:00 p.m. GMT on December 8, 2026, which can be joined by Shareholders electronically as set out herein.
The purpose of this letter is to explain the business to be considered at the AGM.
At the AGM Shareholders will consider and, if thought fit, adopt the following Resolutions:
| 1. | an ordinary resolution that the annual report, the audited financial statements, the Directors’ report, and the Auditor’s report for the financial year ended December 31, 2025 be received and approved; |
| 2. | an ordinary resolution seeking approval of the re-appointment of Robert Joseph Bach as a Class II Director of the Company for a term of three years to expire at the third annual general meeting of the Company’s shareholders following such election and until he ceases to serve in his office in accordance with the Company’s Amended and Restated Articles of Incorporation or any law, whichever is earlier; |
| 3. | an ordinary resolution seeking approval of the re-appointment of Claire Linda Nooriala as a Class II Director of the Company for a term of three years to expire at the third annual general meeting of the Company’s shareholders following such election and until she ceases to serve in her office in accordance with the Company’s Amended and Restated Articles of Incorporation or any law, whichever is earlier; |
| 4. | an ordinary resolution for the appointment of KPMG LLP as Auditor of the Company with respect to its accounts filed with the SEC from the end of the AGM until the completion of the SEC audit for the financial year ended December 31, 2026; |
| 5. | an ordinary resolution for the appointment of KPMG LLP as Auditor of the Company with respect to its Guernsey statutory accounts from the end of the AGM until the end of the next annual general meeting of the Company; |
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| 6. | an ordinary resolution authorising the Directors of the Company to determine the remuneration of each Auditor; |
| 7. | an ordinary resolution that the Company be and is hereby generally and unconditionally authorised, in accordance with section 315 of the Companies Law, subject to all applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Shares, on such terms and in such manner as the Directors may from time to time determine and which may be cancelled or held as treasury shares in accordance with the Companies Law, provided that: |
| a. | the maximum aggregate number of Shares authorised to be purchased under this authority shall not exceed 14.99% of the Shares in issue (excluding Shares held in treasury) as at the date this resolution is passed; |
| b. | the minimum price (exclusive of expenses) which may be paid for a Share shall be 1% of the average market value of a Share for the three Business Days prior to the day the purchase is made; |
| c. | the maximum price (exclusive of expenses) which may be paid for a Share shall be not more than 105% of the average market value of a Share for the three Business Days prior to the day the purchase is made; and |
such authority shall expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the annual general meeting of the Company to be held in 2027 (unless previously renewed, revoked or varied by the Company by ordinary resolution), save that the Company may make a contract to acquire Shares under this authority before its expiry, which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Shares pursuant to such a contract.
Director Appointment Resolutions
The term of office of each of Robert Joseph Bach and Claire Linda Nooriala will expire immediately following the close of this AGM. It is proposed that they each be re-appointed as Class II Directors of the Company for a term of three years to expire at the third annual general meeting of the Company’s shareholders following such election and until they cease to serve in their office in accordance with the Company’s Amended and Restated Articles of Incorporation or any law, whichever is earlier. They have each confirmed that they are able to dedicate sufficient time to fulfil their obligations as Directors.
Robert Joseph Bach and Claire Linda Nooriala’s biographical information, including their principal occupation, business experience, qualifications and other information, is as follows:
Robert Joseph Bach
Robert Joseph Bach is a member of Genius’ Board of Directors and was appointed in October 2024. Mr. Bach previously worked at Microsoft for 22 years, where he held various marketing and business management roles, including President of the Entertainment and Devices Division. Mr. Bach supported the successful launch and expansion of Microsoft Office and led the creation and development of the Xbox and Xbox Live franchises. Mr. Bach serves extensively on both public and private sector boards, has published three books, and speaks nationally at universities and corporate events. He previously served as a board member of Sonos Inc., Brooks Running Company, the US Olympic and Paralympic Committee, and Magic Leap. Mr. Bach was an Arjay Miller Scholar at the Stanford Graduate School of Business where he earned his MBA, and a Morehead Scholar at the University of North Carolina where he earned his degree in economics.
Claire Linda Nooriala
Claire Nooriala is a member of Genius’ Board of Directors and was appointed in June 2024. She is also the Chief Growth Officer at Plessey, responsible for policy, communications, marketing, people and culture, and for
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shaping the company’s engagement with government, industry and partners. Ms. Nooriala brings over 26 years of leadership experience across the technology, media and digital industries and is a co-founder of Haylo Ventures. She previously served as Vice President for Snap Inc.’s EMEA region and held senior leadership roles at Meta (formerly Facebook), Weve, O2 Media and Telefonica.
AGM
Set out on page 10 of this document is a Notice convening the AGM to be held at 2:00pm on December 8, 2026 at Genius Sports, Seymour Mews House, Seymour Mews, London, W1H 6BG, which can be joined by Shareholders electronically as set out herein.
The quorum for the AGM is at least two Shareholders present in person or represented by proxy holding in aggregate not less than a simple majority of all voting share capital in the Company in issue. If, within fifteen minutes after the time appointed for the AGM, a quorum is not present, then the AGM will stand adjourned for seven days at the same time and place.
The agenda for the AGM will be as follows:
| 1. | appointment of the Chair of the Meeting; |
| 2. | to present to the Shareholders and to consider the annual report, the audited financial statements, the Directors’ report, and the Auditor’s report for the financial year ended December 31, 2025; and |
| 3. | to consider and, if thought fit, pass the Resolutions set out in the Notice. |
If you are in any doubt about the action to be taken, you are recommended to immediately seek your own personal financial advice from an appropriately qualified adviser.
Action to be taken
Please see the instructions on page 3 of this document.
Recommendation
The Board considers the passing of the Resolutions to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions proposed at the AGM. Certain of the Directors own Shares in the Company, and all of the Directors who hold Shares intend to vote all of their Shares in favour of the Resolutions.
Yours sincerely,
/s/ Kenneth J. Kay
Kenneth J. Kay
Chair of the Board of Directors
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PART 2
ADDITIONAL INFORMATION
Documents available for Inspection
Copies of the following documents are available for inspection on the Company’s website WWW.GENIUSSPORTS.COM:
| 1. | the Directors’ Report, the Annual Report and the audited financial statements contained therein filed on Form 20-F for the year ended December 31, 2025 and the Auditor’s Report; |
| 2. | the current Memorandum and Articles of Incorporation of the Company; |
| 3. | the Company’s 2025 statutory accounts as approved on September 30, 2026; |
| 4. | any of our public filings with the SEC; and |
| 5. | this document. |
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DEFINITIONS
The following definitions apply throughout this document, unless the context requires otherwise:
| “AGM” | the 2026 annual general meeting of the Company to be held at 2:00 p.m. on December 8, 2026, or any adjournment thereof | |
| “Articles” | the articles of incorporation of the Company, as in force on the date of this document | |
| “Auditor” | means the duly appointed auditor or auditors of the Company (or any of them) | |
| “Board” or “Directors” | the directors of the Company | |
| “Business Day” | means a day, excluding Saturdays or Sundays, on which banks in New York and Guernsey are open for general banking business throughout their normal business hours | |
| “Chair” | Kenneth J. Kay | |
| “Companies Law” | the Companies (Guernsey) Law, 2008 (as amended) | |
| “Company” | Genius Sports Limited (Guernsey company number 68277) | |
| “Company Secretary” | Thomas Russell (solicitor: England and Wales); | |
| “Exchange Act” | United States Securities Exchange Act of 1934, as amended | |
| “Form of Proxy” | the form of proxy set out on page 12 of this document for use by Shareholders in connection with the AGM | |
| “GMT” | Greenwich Mean Time | |
| “Memorandum” | the memorandum of incorporation of the Company | |
| “Notice” | the notice of the AGM set out on page 10 of this document | |
| “NYSE” | the New York Stock Exchange | |
| “Record Date” | the close of business on October 30, 2026, being the record date for the determination of Shareholders that shall be entitled to receive notice of, and to attend and vote at, the AGM in accordance with article 15.2 of the Articles | |
| “Register” | the register of Shareholders of the Company kept pursuant to the Companies Law | |
| “Resolutions” | the resolutions to be proposed at the AGM as set out in the Notice | |
| “Shareholder” | a registered holder of shares in the Company | |
| “Shares” |
the shares in the Company | |
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GENIUS SPORTS LIMITED
(Guernsey company number 68277)
(the “Company”)
NOTICE OF THE 2026 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of the Company (the “AGM”) will be held at Genius Sports, Seymour Mews House, Seymour Mews, London, W1H 6BG at 2:00 p.m. GMT on December 8, 2026 for the purpose of considering, and if thought fit, adopting the following resolutions:
ORDINARY RESOLUTIONS
| 1. | an ordinary resolution that the annual report, the audited financial statements, the Directors’ report, and the Auditor’s report for the financial year ended December 31, 2025 be received and approved; |
| 2. | an ordinary resolution seeking approval of the re-appointment of Robert Joseph Bach as a Class II Director of the Company for a term of three years to expire at the third annual general meeting of the Company’s shareholders following such election and until he ceases to serve in his office in accordance with the Company’s Amended and Restated Articles of Incorporation or any law, whichever is earlier; |
| 3. | an ordinary resolution seeking approval of the re-appointment of Claire Linda Nooriala as a Class II Director of the Company for a term of three years to expire at the third annual general meeting of the Company’s shareholders following such election and until she ceases to serve in her office in accordance with the Company’s Amended and Restated Articles of Incorporation or any law, whichever is earlier; |
| 4. | an ordinary resolution for the appointment of KPMG LLP as Auditor of the Company with respect to its accounts filed with the SEC from the end of the AGM until the completion of the SEC audit for the financial year ended December 31, 2026; |
| 5. | an ordinary resolution for the appointment of KPMG LLP as Auditor of the Company with respect to its Guernsey statutory accounts from the end of the AGM until the end of the next annual general meeting of the Company; |
| 6. | an ordinary resolution authorising the Directors of the Company to determine the remuneration of each Auditor; |
| 7. | an ordinary resolution that the Company be and is hereby generally and unconditionally authorised, in accordance with section 315 of the Companies Law, subject to all applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Shares, on such terms and in such manner as the Directors may from time to time determine and which may be cancelled or held as treasury shares in accordance with the Companies Law, provided that: |
| a. | the maximum aggregate number of Shares authorised to be purchased under this authority shall not exceed 14.99% of the Shares in issue (excluding Shares held in treasury) as at the date this resolution is passed; |
| b. | the minimum price (exclusive of expenses) which may be paid for a Share shall be 1% of the average market value of a Share for the three Business Days prior to the day the purchase is made; |
| c. | the maximum price (exclusive of expenses) which may be paid for a Share shall be not more than 105% of the average market value of a Share for the three Business Days prior to the day the purchase is made; and |
such authority shall expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the annual general meeting of the Company to be held in 2027 (unless previously renewed, revoked or varied by the Company by ordinary resolution), save that the Company may make a contract to acquire Shares under this authority before its expiry, which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Shares pursuant to such a contract.
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If this meeting should be adjourned on the basis that there is not a quorum of Shareholders of the Company, in person or by proxy, the adjourned meeting will stand adjourned for seven days at the same time and place.
| By order of the Board | ||
| Registered Office | ||
| Redwood House | ||
| Thomas Russell | St Julian’s Avenue | |
| Chief Legal Officer | St Peter Port | |
| Date: November 6, 2026 | Guernsey | |
| GY1 1WA | ||
NOTES:
| 1. | A Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote instead of him. The proxy need not be a Shareholder in the Company. To be effective, a Form of Proxy, and any power of attorney or other authority under which it is signed (or a notarized copy of any such authority), must be completed, signed, marked, dated and returned in the postage-paid envelope provided or submitted electronically not less than 48 hours (excluding any part of a day that is not a Business Day) before the time appointed for holding the AGM or adjourned meeting at which the person named in the instrument proposes to vote. |
| 2. | A Form of Proxy for use at the AGM and which will remain valid for any adjournment thereof is enclosed. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person. |
| 3. | The quorum for the AGM is at least two Shareholders present in person or represented by proxy holding in aggregate not less than a simple majority of all voting share capital in the Company in issue. |
| 4. | To be passed: ordinary resolutions require the approval of a simple majority of the votes cast in favour of each such ordinary resolution. |
| 5. | If within 15 minutes from the time appointed for the AGM a quorum of Shareholders is not present then the meeting shall stand adjourned for seven days at the same time and place, or such other time or place as is determined by the Directors. |
| 6. | Once passed by the requisite majority, the Resolutions will be binding on all Shareholders, irrespective of how or whether they have voted. |
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Form of proxy for shaeholders YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK ??? EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail GENIUS SPORTS LIMITED 2026 Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on December 6, 2026. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. VOTE AT THE MEETING – If you plan to attend the virtual online annual general meeting, you will need your 12 digit control number to vote electronically at the annual general meeting. To attend the annual general meeting, visit: https://www.cstproxy.com/geniussports/2026 MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. ? FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ? PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS GENIUS SPORTS LIMITED ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 8, 2026 The undersigned appoints Kenneth J. Kay and Thomas Russell, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the ordinary shares of Genius Sports Limited held of record by the undersigned at the close of business on October 30, 2026 at the Annual General Meeting of Shareholders of Genius Sports Limited to be held at Genius Sports, Seymour Mews House, Seymour Mews, London, W1H 6BG and virtually at: https://www.cstproxy.com/geniussports/2026 on December 8, 2026 at 2:00 p.m. GMT or at any adjournment or postponement thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1 THROUGH 7, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued and to be marked, dated and signed on the other side
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2026 Important Notice Regarding the Internet Availability of Proxy Materials for the Annual General Meeting of Shareholders The Notice and Annual Report to Shareholders are available at: https://www.cstproxy.com/geniussports/2026 PROXY THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS. 1. an ordinary resolution that the annual report, the FOR AGAINST ABSTAIN Please mark your votes like this X FOR AGAINST ABSTAIN audited financial statements, the Directors’ report, and the Auditor’s report for the financial year ended December 31, 2025 be received and approved; 2. an ordinary resolution seeking approval of the re appointment of Robert Joseph Bach as a Class II Director of the Company for a term of three FOR AGAINST ABSTAIN years to expire at the third annual general meeting of the Company’s shareholders following such election and until he ceases to serve in his office in accordance with the Company’s Amended and Restated Articles of Incorporation or any law, whichever is earlier; 3. an ordinary resolution seeking approval of the re appointment of Claire Linda Nooriala as a Class II Director of the Company for a term of three FOR AGAINST ABSTAIN years to expire at the third annual general meeting of the Company’s shareholders following such election and until she ceases to serve in her office in accordance with the Company’s Amended and Restated Articles of Incorporation or any law, whichever is earlier; 4. an ordinary resolution for the appointment of KPMG LLP as Auditor of the Company with FOR AGAINST ABSTAIN respect to its accounts filed with the SEC from the end of the AGM until the completion of the SEC audit for the financial year ended December 31, 2026; FOR AGAINST ABSTAIN 5. an ordinary resolution for the appointment of KPMG LLP as Auditor of the Company with respect to its Guernsey statutory accounts from the end of the AGM until the end of the next annual general meeting of the Company; 6. an ordinary resolution authorising the Directors of the Company to determine the remuneration of each Auditor; FOR AGAINST ABSTAIN 7. an ordinary resolution that the Company be and is hereby generally and unconditionally authorised, in accordance with section 315 of the Companies Law, subject to all applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Shares, on such terms and in such manner as the Directors may from time to time determine and which may be cancelled or held as treasury shares in accordance with the Companies Law, provided that: a. the maximum aggregate number of Shares authorised to be purchased under this authority shall not exceed 14.99% of the Shares in issue (excluding Shares held in treasury) as at the date this resolution is passed; b. the minimum price (exclusive of expenses) which may be paid for a Share shall be 1% of the average market value of a Share for the three Business Days prior to the day the purchase is made; c. the maximum price (exclusive of expenses) which may be paid for a Share shall be not more than 105% of the average market value of a Share for the three Business Days prior to the day the purchase is made; and such authority shall expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the annual general meeting of the Company to be held in 2027 (unless previously renewed, revoked or varied by the Company by ordinary resolution), save that the Company may make a contract to acquire Shares under this authority before its expiry, which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Shares pursuant to such a contract. CONTROL NUMBER Signature_________________________________ Signature, if held jointly_________________________________ Date___________2026. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both must sign. When signing as attorney, executor, administrator, trustee,
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Exhibit 99.2
Form of proxy for shareholders YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK ??? EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail GENIUS SPORTS LIMITED 2026 Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on December 6, 2026. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. VOTE AT THE MEETING – If you plan to attend the virtual online annual general meeting, you will need your 12 digit control number to vote electronically at the annual general meeting. To attend the annual general meeting, visit: https://www.cstproxy.com/geniussports/2026 MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. ? FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ? PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS GENIUS SPORTS LIMITED ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 8, 2026 The undersigned appoints Kenneth J. Kay and Thomas Russell, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the ordinary shares of Genius Sports Limited held of record by the undersigned at the close of business on October 30, 2026 at the Annual General Meeting of Shareholders of Genius Sports Limited to be held at Genius Sports, Seymour Mews House, Seymour Mews, London, W1H 6BG and virtually at: https://www.cstproxy.com/geniussports/2026 on December 8, 2026 at 2:00 p.m. GMT or at any adjournment or postponement thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1 THROUGH 7, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued and to be marked, dated and signed on the other side
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2026 Important Notice Regarding the Internet Availability of Proxy Materials for the Annual General Meeting of Shareholders The Notice and Annual Report to Shareholders are available at: https://www.cstproxy.com/geniussports/2026 PROXY THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS. 1. an ordinary resolution that the annual report, the FOR AGAINST ABSTAIN Please mark your votes like this X FOR AGAINST ABSTAIN audited financial statements, the Directors’ report, and the Auditor’s report for the financial year ended December 31, 2025 be received and approved; 2. an ordinary resolution seeking approval of the re appointment of Robert Joseph Bach as a Class II Director of the Company for a term of three FOR AGAINST ABSTAIN years to expire at the third annual general meeting of the Company’s shareholders following such election and until he ceases to serve in his office in accordance with the Company’s Amended and Restated Articles of Incorporation or any law, whichever is earlier; 3. an ordinary resolution seeking approval of the re appointment of Claire Linda Nooriala as a Class II Director of the Company for a term of three FOR AGAINST ABSTAIN years to expire at the third annual general meeting of the Company’s shareholders following such election and until she ceases to serve in her office in accordance with the Company’s Amended and Restated Articles of Incorporation or any law, whichever is earlier; 4. an ordinary resolution for the appointment of KPMG LLP as Auditor of the Company with FOR AGAINST ABSTAIN respect to its accounts filed with the SEC from the end of the AGM until the completion of the SEC audit for the financial year ended December 31, 2026; FOR AGAINST ABSTAIN 5. an ordinary resolution for the appointment of KPMG LLP as Auditor of the Company with respect to its Guernsey statutory accounts from the end of the AGM until the end of the next annual general meeting of the Company; 6. an ordinary resolution authorising the Directors of the Company to determine the remuneration of each Auditor; FOR AGAINST ABSTAIN 7. an ordinary resolution that the Company be and is hereby generally and unconditionally authorised, in accordance with section 315 of the Companies Law, subject to all applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Shares, on such terms and in such manner as the Directors may from time to time determine and which may be cancelled or held as treasury shares in accordance with the Companies Law, provided that: a. the maximum aggregate number of Shares authorised to be purchased under this authority shall not exceed 14.99% of the Shares in issue (excluding Shares held in treasury) as at the date this resolution is passed; b. the minimum price (exclusive of expenses) which may be paid for a Share shall be 1% of the average market value of a Share for the three Business Days prior to the day the purchase is made; c. the maximum price (exclusive of expenses) which may be paid for a Share shall be not more than 105% of the average market value of a Share for the three Business Days prior to the day the purchase is made; and such authority shall expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the annual general meeting of the Company to be held in 2027 (unless previously renewed, revoked or varied by the Company by ordinary resolution), save that the Company may make a contract to acquire Shares under this authority before its expiry, which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Shares pursuant to such a contract. CONTROL NUMBER Signature_________________________________ Signature, if held jointly_________________________________ Date___________2026. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both must sign. When signing as attorney, executor, administrator, trustee,
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