6-K
Genius Sports Ltd (GENI)
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 months of April and May, 2026
Commission file number 001-40352
Genius Sports Limited
(Translation of registrant’s name into English)
Genius Sports Group
1stFloor, 27 Soho Square
London, W1D-3QR
(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 ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Share Purchase Agreement
On April 30, 2026, Genius Sports Limited (the “Company” or “Genius”), Lion Bidco (Guernsey) Limited, a wholly-owned indirect subsidiary of Genius (the “Buyer”), Epos Capital Ltd (the “Seller”), Nicholas Kisberg (together with the Seller, the “Seller Parties”) and Zeal Ltd (“Legend”) consummated the previously announced acquisition by the Buyer of the entire issued share capital of Legend (the “Transaction”). Pursuant to the terms of the Share Purchase Agreement, dated February 5, 2026, between the Company, the Buyer, the Seller Parties and Legend (as may be amended from time to time, the “Agreement”), at the closing of the Transaction (the “Closing”) the Buyer paid to the Seller an aggregate consideration amount consisting of:
| • | $800,000,000 in cash, subject to certain customary adjustments related to cash, indebtedness and other debt-like<br>items, working capital and phantom-based awards and options granted under the Zeal Ltd Global Long Term Incentive Plan; and |
|---|---|
| • | 10,088,781 ordinary shares, par value $0.01 (“Ordinary Shares”), of the Company issued at the<br>Closing, calculated using a volume weighted average share price of the Company’s shares as described in the Agreement (the “Completion Stock”). |
| --- | --- |
The Buyer is also obligated to pay additional earn-out consideration, as and when required pursuant to the terms of the Agreement, as described in the Company’s Report on Form 6-K filed with the SEC on February 5, 2026 (File No. 001-40352). If additional earn-out consideration is payable, such consideration is payable, at the Buyer’s election, in cash or Ordinary Shares (such shares (if issued), together with the Completion Stock, the “ConsiderationStock”).
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Lock-UpAgreement
Pursuant to the Agreement and concurrently with the Closing, the Company, Buyer and the Seller Parties entered into a Lock-Up and Orderly Sell-Down Agreement (the “Lock-Up Agreement”). Under the terms of the Lock-Up Agreement, the Seller Parties are subject to a lock-up with respect to the Consideration Stock, pursuant to which, subject to certain exceptions, the Seller Parties may not sell, pledge, lend or otherwise transfer the Consideration Stock for a duration of six-months from the date of issuance of each tranche of Consideration Stock.
The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of the Lock-Up Agreement, a copy of which is attached hereto as Exhibit 4.2 and incorporated herein by reference.
Financing
On April 30, 2026, Lion Topco (Guernsey) Limited, a wholly-owned subsidiary of Genius (“Holdings”) and Lion Jersey Financing LP Limited, a wholly-owned indirect subsidiary of Genius (the “Borrower”), entered into that certain Credit Agreement, by and among, Holdings, the Borrower, U.S. Bank National Association, as administrative agent and collateral agent (the “Administrative Agent”), Goldman Sachs Bank USA, Deutsche Bank AG New York Branch and Citizens Bank N.A., as joint lead arrangers and joint bookrunners, the other lenders from time to time party thereto, and the guarantors referred to therein (“Guarantors”, together with the Borrower, the “Credit Parties”) (the “Credit Agreement”).
The Credit Agreement comprises a $825 million senior secured term loan facility, a $220 million senior secured revolving credit facility and, subject to certain conditions, the capacity to incur additional incremental facilities. The financing arrangements are secured by substantially all of the Credit Parties’ assets (subject to customary exceptions).
The maturity date of the Credit Agreement is April 30, 2031. Commencing with the fiscal quarter ending December 31, 2026, the initial term loan facility will amortize in equal quarterly installments in an amount equal to 1.25% of the original principal amount of the initial term loan facility, with the balance payable on the maturity date. Interest accrues on loans under the Credit Agreement at a rate per annum equal to the sum of the applicable reference rate and the applicable margin. The applicable margin on the date of the Credit Agreement for (each of the following capitalized terms is a reference rate and is defined in the Credit Agreement) (i) Term SOFR term loans is 3.50%, (ii) ABR term loans is 2.50%, (iii) Term SOFR, EURIBOR and SONIA revolving loans, 3.50% and (iv) ABR revolving loans, 2.50%. In each case, the applicable margin is subject to three 25 basis points step downs based upon achieving certain leverage ratios and the delivery of certain financial statements under the Credit Agreement. Additionally, the Borrower is required to pay a commitment fee to each revolving credit facility lender at an annual rate of 0.35% which is subject to three 5 basis points step downs based upon achieving certain leverage ratios and the delivery of certain financial statements under the Credit Agreement.
The Credit Agreement includes voluntary and mandatory prepayment provisions, representations and warranties, affirmative and negative covenants, events of default and other customary terms for financings of this type. The affirmative covenants include among others (i) the delivery of financial statements, (ii) maintenance of insurance, (iii) payment of taxes and (iv) the preservation of existence. The negative covenants include, among others, restrictions on (i) indebtedness, (ii) liens, (iii) fundamental changes, (iv) sale of assets and (v) certain payments, in each case, subject to certain de minimis thresholds, exceptions and baskets. The Credit Agreement also contains two financial covenants, a maximum total net leverage ratio covenant and an interest coverage ratio covenant, which are tested quarterly. The events of default include among others (i) non-payment, (ii) breaches of representations and covenants, (iii) cross-defaults with respect to material indebtedness, (iv) certain bankruptcy or insolvency events, (v) material judgments and (vi) a change of control, with certain events of default subject to notice and cure periods.
The description above is only a summary of the material provisions of the Credit Agreement. A copy of the Credit Agreement will be filed with the Company’s Annual Report on Form 20-F for the year ending December 31, 2026.
Press Release
On May 1, 2026 the Company issued a press release announcing the Closing. A copy of the press release is attached hereto as Exhibit 99.1. Exhibit 99.1 to this report, furnished on Form 6-K, is furnished, not filed, and will not be incorporated by reference into any registration statement filed by the registrant under the Securities Act.
The information contained in this Form 6-K, but excluding Exhibit 99.1, is incorporated by reference into the Company’s registration statements on Form F-3 (No. 333-265466), Form F-3ASR (No. 333-279227) and Form S-8 (Nos. 333-264254, 333-266904, 333-269093, 333-285829 and 333-294381).
Forward-Looking Statements
This report contains forward-looking statements as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements, including but not limited to statements relating to the results of the combined company and the benefits from Transaction. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Although the Company believes that the forward-looking statements contained in this report are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: the outcome of any legal proceedings related to the Transaction or otherwise, including the risk of shareholder litigation in connection with the Transaction, including resulting expense; the ability of the combined company to successfully manage legal, tax and regulatory risks relating to the Transaction; difficulties and delays in integrating Legend’s business into that of the Company’s business; failing to fully realize anticipated cost savings and other anticipated benefits of the Transaction when expected or at all; business
disruptions from the Transaction that will harm the combined company’s business, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the completion of the Transaction; the ability of the combined company to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the long-term value of the Ordinary Shares of the Company following the Transaction, including the dilution caused by the Company’s issuance of additional shares as earn-out consideration; the continued availability of capital and financing following the Transaction; the effects of global economic, political, market, and social events or other conditions; risks related to our reliance on relationships with sports organizations and the potential loss of such relationships or failure to renew or expand existing relationships; fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians; risks related to changes in domestic and foreign laws and regulations or their interpretation; compliance with applicable data protection and privacy laws; pending litigation and investigations; the failure to protect or enforce our proprietary and intellectual property rights; claims for intellectual property infringement; our reliance on information technology; elevated interest rates and inflationary pressures, including fluctuating foreign currency and exchange rates; risks related to domestic and international political and macroeconomic uncertainty; and other factors included under the heading “Risk Factors” in its Annual Report on Form 20-F for the year ended December 31, 2025.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements contained in this report, or the documents or communications to which we refer readers in this report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
EXHIBITS
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: May 1, 2026 | By: | /s/ Mark Locke |
| Name: | Mark Locke | |
| Title: | Chief Executive Officer |
EX-4.2
Exhibit 4.2
April 30, 2026
Genius SportsLimited
C/O Genius Sports Group
1st Floor, 27 Soho Square,
London, England, W1D 3QR
Re: Lock-Up and Orderly Sell-Down Agreement (“Agreement”)
Ladies and Gentlemen:
Reference is made to the Share Purchase Agreement, dated February 5, 2026 (the “Acquisition Agreement”), with Genius Sports Limited, a company incorporated under the laws of Guernsey (the “Company”), amongst others, providing for, among other things, the acquisition (the “Acquisition”) by Lion Bidco (Guernsey) Limited (“Buyer”) of the entire issued share capital of Zeal Ltd from Epos Capital Ltd (“Seller”). Nicholas Kisberg is the Seller Guarantor under the Acquisition Agreement (the Seller Guarantor, together with the Seller, the “Seller Parties”). Capitalized terms used and not defined herein have the meaning given to such terms in the Acquisition Agreement.
In consideration of, and as a condition to, the consummation of the various transactions contemplated under the Acquisition Agreement, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Seller Parties agree that, during the Lock-Up Period (as defined below), the Seller Parties shall not, and shall not cause or direct any of their Affiliates (as defined below) to, directly or indirectly: (i) offer, sell, lease, assign, contract to sell, pledge, lend or otherwise dispose of or transfer (by operation of law or otherwise), the applicable Consideration Stock, or grant any option to purchase the applicable Consideration Stock, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the Seller Parties or someone other than the Seller Parties), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of the applicable Consideration Stock, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of the applicable Consideration Stock or other securities, in cash or otherwise (any of the transactions described in the forgoing clause (i) and (ii), a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any Transfer of applicable Consideration Stock. The Seller Parties represent and warrant that the Seller Parties are not, and have not caused or directed any of their Affiliates to be or become, a party to any agreement, arrangement or understanding that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer of applicable Consideration Stock during the Lock-Up Period. Each Seller Party agrees that during the Lock-Up Period it shall not, and shall not cause or direct any of its Affiliates to become a party to any agreement, arrangement or understanding that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer of applicable Consideration Stock during the Lock-Up Period.
Notwithstanding the foregoing, the Seller Parties may Transfer (each such Transfer, a “Permitted Transfer”) the Consideration Stock (i) to any Affiliate of the Seller Parties, (ii) pursuant to a Change of Control of the Company approved by the Company’s board of directors (the “Board”), provided that in the event that the Change of Control is not completed, the Consideration Stock owned by the Seller Parties shall remain subject to the restrictions contained herein, (iii) to the Company and (iv) to satisfy any tax payment obligations arising in respect of the issuance of the Tranche 1 Earn-Out Stock and the Tranche 2 Earn-Out Stock; provided, that in the case of any Transfer of Consideration Stock pursuant to clause (i) each transferee (each such transferee, a “Permitted Transferee”) shall automatically be bound by the restrictions set forth herein and, upon request, shall agree to be bound in writing by the restrictions set forth herein. For purposes of this Agreement, (A) “Affiliate” of any particular person means any other person controlling, controlled by or under common control with such person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a person whether through the ownership of voting securities or otherwise, (B) “Change of Control” shall mean the transfer in response to a bona fide third party tender offer, merger, consolidation or similar transaction the result of which any person (as defined in the Acquisition Agreement) or group of persons, other than the Company, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of more than 50% of total voting power of the voting stock of the Company, and (C) “Lock-Up Period” means with respect to (w) the Completion Stock, the period beginning from the date of the issuance of such shares to the Seller and continuing to and including the date that is 180 days following the date of such issuance, (x) the Tranche 1 Earn-Out Stock, the period beginning from the date of the issuance of such shares to the Seller and continuing to and including the date that is 180 days following the date of such issuance and (y) the Tranche 2 Earn-Out Stock, the period beginning from the date of the issuance of such shares to the Seller and continuing to and including the date that is 180 days following the date of such issuance.
Following the expiry of the Lock-Up Period applicable to the Completion Stock, and until the earlier of (i) the date that is thirty-six (36) months following the expiration of the Lock-Up Period applicable to the Completion Stock and (ii) such time that the Seller Parties or any Permitted Transferee ceases to hold or own any of the Consideration Stock, the maximum number of shares of Consideration Stock that the Seller Parties may Transfer on any day shall not exceed 411,416 shares of Genius Common Stock; provided, however, that the foregoing restriction shall not apply to Permitted Transfers, so long as the Permitted Transferee, if applicable, shall agree to be bound in writing by the restrictions set forth herein.
Without limiting the foregoing, and notwithstanding anything herein to the contrary, each Seller Party agrees that it will not Transfer any Consideration Stock, except pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and, as and if applicable, in compliance with any applicable state and foreign securities laws.
With a view to making available to the Seller Parties the benefits of Rule 144 under the Securities Act (or its successor rule) (“Rule 144”) that may permit the Seller Parties to sell shares of Consideration Stock to the public without registration, the Company covenants and agrees to, until such time that the Seller Parties or any Permitted Transferee ceases to hold or own any of the Consideration Stock: (I) use commercially reasonable efforts to, (i) to the extent the Company is not then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, make and keep adequate current public information available, as those terms are understood and defined in Rule 144, or (ii) to the extent the Company is then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, file with the U.S. Securities and Exchange Commission (the “SEC”) in a timely manner all reports and other documents required of the Company under the Exchange Act; (II) furnish electronically to the applicable Seller Party upon written request, a written statement by the Company that it has complied with the requirements of the foregoing clause (I); and (III) to the extent the Company becomes aware it is not in compliance with the foregoing clause (I), promptly notify the Seller Parties of such noncompliance. In addition, in connection with any Transfer of shares of Consideration Stock by the Seller Parties pursuant to Rule 144 or pursuant to any other exemption under the Securities Act and in compliance with the requirements of this Agreement, if requested by the Seller Parties in writing, the Company shall promptly instruct, and use commercially reasonable efforts to cause, the Company’s transfer agent and registrar to promptly remove any restrictive legends related to the book entry position representing such shares of Consideration Stock and make a new, unlegended entry for such book entry shares of Consideration Stock sold or disposed of without restrictive legends, which instruction shall include delivery of any customary opinion requested by the Company’s transfer agent and registrar; provided that the Company has timely received from the applicable transferor Seller Party and such Seller Party’s broker or other agent for the sale customary representations and other documentation reasonably acceptable to the Company and the Company’s transfer agent and registrar in connection therewith.
The Seller Parties agree and consent to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of the Seller Parties’ Consideration Stock except in compliance with the foregoing restrictions. In addition, the Seller Parties acknowledge and accept that the Company shall place restrictive legends on the certificates or book-entry positions of the Consideration Stock reflecting such instructions and shall be in substantially the following form, in addition to any other applicable legends:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWSAND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCHACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE LOCK-UP AND ORDERLY SELL DOWN AGREEMENT, DATED AS OF APRIL 30, 2026, BY AND BETWEEN THE COMPANY, BUYER, THE HOLDER OF SUCH SECURITIES, AND SELLER GUARANTOR. A COPY OF AGREEMENT WILL BE FURNISHED WITHOUT CHARGEBY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”
Any Transfer or attempted Transfer of Consideration Stock in violation of this Agreement shall be of no effect and null and voidab initio, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, and the Company may determine not to, and may instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of the Company.
The Seller Parties acknowledge and agree that neither the Company nor the Buyer has made any recommendation or provided any investment advice to the Seller Parties with respect to this Agreement or the subject matter hereof, and the Seller Parties has consulted his own legal, accounting, financial, regulatory and tax advisors with respect to this Agreement and the subject matter hereof to the extent the Seller Parties has deemed appropriate.
The Seller Parties understand that the Company and the Buyer are relying upon this Agreement in consummating the Acquisition. The Seller Parties further understand that this Agreement is irrevocable and shall be binding upon the Seller Parties’ heirs, legal representatives, successors, and permitted assigns. The Seller Parties hereby represent and warrant that the Seller Parties have full power and authority to enter into this Agreement.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflict of laws that would result in the application of any law other than the laws of the State of New York. THE SELLER PARTIES, THE BUYER AND THE COMPANY HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT. THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the parties hereto, to the extent it may do so under applicable law, hereby irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement.
This Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any governmental entity, the remaining provisions of this Agreement, to the extent permitted by law shall remain in full force and effect.
| Very truly yours,<br> <br><br><br><br>Epos Capital Ltd | |
|---|---|
| By: | /s/ Daniel Lezala |
| --- | --- |
| Name: | Daniel Lezala |
| Title: | |
| By: | /s/ Nicholas Kisberg |
| --- | --- |
| Name: | Nicholas Kisberg |
Agreed and acknowledged:
| Genius Sports Limited | |
|---|---|
| By: | /s/ Thomas Russell |
| Name: | Thomas Russell |
| Title: | Chief Legal Officer |
| Lion Bidco (Guernsey) Limited | |
| --- | --- |
| By: | /s/ Thomas Russell |
| Name: | Thomas Russell |
| Title: | Chief Legal Officer |
EX-99.1
Exhibit 99.1
Genius Sports Announces Close of Acquisition of Legend
Continues to expect Acquisition to be immediately accretive to Group Adjusted EBITDA margins and Free Cash Flow conversion.
NEW YORK, US 1 ^st^ May 2026 – Genius Sports Limited (“Genius Sports”) (NYSE:GENI), a global leader in real-time sports data, today announced it has completed its previously announced acquisition of Legend, a global, digital sports and gaming media network.
Legend provides a scaled media platform*,* with world-class marketing technology powering owned and operated digital properties including Covers.com, Casino.org and Casino Guru. In 2025, Legend generated 320 million annual visits from 118 million unique visitors, with more than two-thirds returning on a regular basis.
With the acquisition of Legend, Genius Sports is uniquely positioned as the only company operating two synergistic businesses across official sports data, and media and advertising.
“Genius Sports has spent years building the data infrastructure behind modern sport. With Legend, we now extend that into the moment where fans choose to participate and act,” said Mark Locke, CEO of Genius Sports. “This combination not only strengthens our core sports business but also expands our ability to monetize new audiences in iGaming, increasing the economic value of our platform across both verticals and driving significant cash flow.”
Genius Sports plans to provide additional details and updates during its upcoming earnings call on Thursday, May 7, 2026.
ENDS
About Genius Sports
Genius Sports is the official data, technology and broadcast partner that powers the global sports, betting and media ecosystem. Our technology is used in over 150 countries worldwide, creating highly immersive products that enrich fan experiences across the entire sports industry.
We are the trusted partner to over 1,000 sports organizations, including many of the world’s largest leagues, teams, sportsbooks, brands and broadcasters, such as the NFL, English Premier League, NCAA, DraftKings, FanDuel, bet365, Coca-Cola, EA Sports, CBS, NBC and ESPN.
Genius Sports is uniquely positioned through AI, computer vision and big data to power the future of sports fan experiences. From delivering augmented broadcasts and enhanced highlights, to automated officiating tools, immersive betting solutions and personalized marketing activations, we connect the entire sports value chain from the rights holder all the way through to the fan.
Forward-Looking Statements
This press release contains forward-looking statements as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements, including but not limited to statements relating to the results of the combined company and the benefits from the Legend acquisition. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Although Genius Sports believes that the forward-looking statements contained in this press release are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: the outcome of any legal proceedings related to the acquisition or otherwise, including the risk of shareholder litigation in connection with the acquisition, including resulting expense; the ability of the combined company to successfully manage legal, tax and regulatory risks relating to the acquisition; difficulties and delays in integrating Legend’s business into that of Genius Sports’s business; failing to fully realize anticipated cost savings and other anticipated benefits of the acquisition when expected or at all; business disruptions from the acquisition that will harm the combined company’s business, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the completion of the acquisition; the ability of the combined company to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the long-term value of the ordinary shares of Genius Sports following the acquisition, including the dilution caused by Genius Sports’s issuance of additional shares as
earn-out consideration; the continued availability of capital and financing following the acquisition; the effects of global economic, political, market, and social events or other conditions; risks related to our reliance on relationships with sports organizations and the potential loss of such relationships or failure to renew or expand existing relationships; fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians; risks related to changes in domestic and foreign laws and regulations or their interpretation; compliance with applicable data protection and privacy laws; pending litigation and investigations; the failure to protect or enforce our proprietary and intellectual property rights; claims for intellectual property infringement; our reliance on information technology; elevated interest rates and inflationary pressures, including fluctuating foreign currency and exchange rates; risks related to domestic and international political and macroeconomic uncertainty; and other factors included under the heading “Risk Factors” in its Annual Report on Form 20-F for the year ended December 31, 2025.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Genius Sports undertakes no obligation to publicly update or revise any forward-looking statements contained in this press release, or the documents or communications to which we refer readers in this press release, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
Contact
Media
George Smith, Head of Communications
+44 (0) 7375 087 125
Investors
Brandon Bukstel, Investor Relations Manager
+1 (954)-554-7932