6-K
Genius Group Ltd (GNS)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGEACT OF 1934
For the month of February, 2026
Commission File Number: 001-41353
GeniusGroup Limited
(Translation of registrant’s name into English)
3Temasek Avenue,
#18-01,Centennial Tower,
Singapore039190
(Address of principal executive offices)
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________.
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________.
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
ExhibitIndex
| Exhibit 99.1 | Press Release dated February 19, 2026 |
|---|
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 GROUP LIMITED | ||
|---|---|---|
| Date:<br> February 19, 2026 | ||
| By: | /s/ Roger Hamilton | |
| Name: | Roger<br> Hamilton | |
| Title: | Chief<br> Executive Officer | |
| (Principal Executive Officer) |
Exhibit 99.1
GeniusGroup Releases AI Powered Education Plan
andFinancial Outlook for 2026
Companyexpects 48% increase in annual revenue to $20-$22 million,
positiveadjusted EBITDA from operations of $1.5-$2.0 million in 2026
SINGAPORE,February 19, 2026 - Genius Group Limited (NYSE American: GNS) (“Genius Group”, “GNS” or the “Company”), a leading AI-powered, Bitcoin-first education group, today released its AI Powered Education Plan and Financial Outlook for 2026.
The Company has organized its business units under three business units in 2026: Genius School, Genius Academy and Genius Resorts. All three business units are expected to deliver operational profits in 2026, whilst the fourth business unit, Genius City, is under development with a target completion date by the end of 2027.
The Company expects a 48% increase in annual revenue to $20-$22 million from the $13.5 million in annual revenue in 2025, subject to final audit. Based on its current plans the Company expects positive adjusted EBITDA from operations of $1.5-$2.0 million in 2026.
GeniusSchool, led by Genius School General Manager, Angie Stead, is expected to achieve profitable operations with forecast revenue of over $6 million in 2026. Genius School delivers an AI Powered, Future School education from Preschool through to High School graduation, preparing students for a fast-changing future. Genius School’s 2026 Plans include:
| ● | Profitable<br> growth of the Company’s Education Angels Preschool Program |
|---|---|
| ● | Profitable<br> growth of the Company’s ProEd Primary and Middle School Program |
| ● | Establishing<br> the Company’s ProEd High School Program as a leading Future School |
| ● | Growth<br> of the Company’s Genius Educator Certification for parents and teachers |
| ● | Expansion<br> of the Company’s Genie AI mentor for students and teachers |
| ● | Launch<br> of the Company’s Starlink-connected Future School Space Capsules |
GeniusAcademy, led by Genius Academy General Manager, Chris Crofts, is also expected to achieve profitable operations with forecasted revenue of over $6 million in 2026. Genius Academy delivers AI Powered, accelerated learning programs for adults in entrepreneurship, investing and the ABCs of the Future (AI, Blockchain, Community). Genius Academy’s 2026 Plan includes:
| ● | Profitable<br> growth of the Company’s Property Investor Network courses and events |
|---|---|
| ● | Profitable<br> growth of the Company’s Entrepreneur Academy and Bitcoin Academy |
| ● | Expansion<br> of the Company’s Microcourses and Membership programs |
| ● | Growth<br> of the Company’s Bali-based AI Labs and Genius Masters Retreats |
| ● | Expansion<br> of the Company’s Genie AI mentor for investing and reskilling |
| ● | Launch<br> of Genius Studios’ AI Powered Educator Tools and Course Builders |
GeniusResorts, led by Genius Resorts General Manager, Shaun Duenhofen, is expected to achieve profitable operations with forecast revenue of over $8 million in 2026. Genius Resorts owns and manages resorts and beach clubs as learning centers for the Genius Community. Genius Resorts’ 2026 Plan include:
| ● | Profitable<br> growth of the Company’s operating resorts and beach clubs |
|---|---|
| ● | Growth<br> of the Company’s Genius Calendar of camps, workshops and retreats |
| ● | Launch<br> of new locations including Genius Beach at Genius City, Bali |
| ● | Phase<br> One development of Genius City’s Living Hub, Learning Hub and Student Hub |
| ● | Expansion<br> of the Company’s high tech, high touch model via licensing globally |
Genius Group’s CEO, Roger James Hamilton, said “We have begun 2026 with strong momentum and a clear focus towards profitablegrowth. The continuing acceleration of AI has resulted in high demand for AI powered education to prepare children and reskill adultsfor a rapidly changing future. We are looking forward to meeting this demand with our Genius curriculum and community.”
AboutGenius Group
Genius Group (NYSE: GNS) is a Bitcoin-first business delivering AI powered, education and acceleration solutions for the future of work. Genius Group serves 6 million users in over 100 countries through its Genius City model and online digital marketplace of AI training, AI tools and AI talent. It provides personalized, entrepreneurial AI pathways combining human talent with AI skills and AI solutions at the individual, enterprise and government level. To learn more, please visit https://www.geniusgroup.ai/
Non-IFRSFinancial Measure and Definitions
We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core business.
We calculate Adjusted EBITDA as net profit / loss for the period plus income taxes and social contribution plus / minus finance revenue /expense result plus depreciation and amortization plus impairments plus revaluation adjustment of contingent liabilities plus share-based compensation expenses plus bad debt provision.
Where the terms “profit” or “profitable” are used in this press release with respect to business units or operations, such terms refer to positive operating income at the business unit level before interest expense, taxes, depreciation and amortization, and other non-operating items, unless otherwise expressly stated. These references do not necessarily indicate net profit under IFRS at the consolidated Company level. All forward-looking statements regarding profitability are based on management’s current expectations and assumptions and are subject to risks and uncertainties as described herein.
Forward-LookingStatements
Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,” “will”, “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company’s Annual Reports on Form 20-F, as may be supplemented or amended by the Company’s Reports of a Foreign Private Issuer on Form 6-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise. No information in this press release should be construed as any indication whatsoever of the Company’s future revenues, results of operations, or stock price.
Contacts
For enquiries, contact investor@geniusgroup.ai