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Genius Sports Reports Fourth Quarter and Full-Year 2025 Results

Group Revenue and Adj. EBITDA Continue Accelerated Growth, Increasing 31% and 59%, Respectively in 2025, Representing a 20% Margin

Reaffirmed 2026 Standalone Guidance and Outlook For Legend Acquisition That Further Strengthens Genius’ Strategic and Financial Profile

•
Group Revenue of $240.5m in Q4 and $669.5m in the full year 2025, increasing 37% and 31% year-over-year, respectively
•
Group Net Loss of $20.6m in Q4 and $111.6m in the full-year 2025, representing a year-over-year improvement of $7.6m and decline of $48.5m, respectively
•
Group Adj. EBITDA of $48.3m in Q4 and $136.2m in the full year 2025, increasing 49% and 59% year-over-year, respectively
•
Group Adj. EBITDA Margin of 20.1% in Q4 and 20.4% in the full year 2025, representing year-over-year margin expansion of 170bps and 360bps, respectively
•
Reaffirming standalone 2026 guidance of approximately $810-820m in Group Revenue and $180-190m in Group Adj. EBITDA
•
After giving effect to the acquisition of Legend, the combination is expected to achieve approximately $1.1b in Group Revenue, $320-330m in Group Adj. EBITDA with 50% Free Cash Flow conversion on a 2026 annualized pro forma basis

LONDON & NEW YORK, March 4, 2026 – Genius Sports Limited (NYSE:GENI) (“Genius Sports” or the “Group”), the official data, technology and broadcast partner that powers the global ecosystem connecting sports, betting and media, today announced financial results for its fiscal fourth quarter and full year ended December 31, 2025.

“2025 was a year of accelerated Group Revenue growth and record Group Adj. EBITDA for Genius Sports. Our Betting business continues to outpace the broader industry, while our Media business is reaching a clear inflection point, with accelerating momentum and growing demand from the world’s largest brands and agencies,” said Mark Locke, Genius Sports Co-Founder and CEO. “Upon completion of the acquisition of Legend, we will further strengthen our position at the intersection of official data, fan identity, and real-time intent - continuing to build a scaled, cash-generative technology platform.”

 

$ in thousands

 

Q425

 

 

Q424

 

 

%

Group Revenue

 

 

240,496

 

 

 

175,531

 

 

 

37.0

%

 

Betting Technology, Content & Services

 

 

167,463

 

 

 

128,210

 

 

 

30.6

%

 

Media Technology, Content & Services

 

 

58,180

 

 

 

29,759

 

 

 

95.5

%

 

Sports Technology & Services

 

 

14,853

 

 

 

17,562

 

 

 

(15.4

%)

 

Group Net Loss

 

 

(20,621

)

 

 

(28,212

)

 

 

26.9

%

 

Group Adjusted EBITDA

 

 

48,336

 

 

 

32,373

 

 

 

49.3

%

 

Group Adjusted EBITDA Margin

 

 

20.1

%

 

 

18.4

%

 

 

170

 bps

 

 

 

 

 

 

 

 

 

 

 

 

$ in thousands

 

FY25

 

 

FY24

 

 

%

Group Revenue

 

 

669,489

 

 

 

510,894

 

 

 

31.0

%

 

Betting Technology, Content & Services

 

 

471,531

 

 

 

354,856

 

 

 

32.9

%

 

Media Technology, Content & Services

 

 

144,463

 

 

 

105,313

 

 

 

37.2

%

 

Sports Technology & Services

 

 

53,495

 

 

 

50,725

 

 

 

5.5

%

 

Group Net Loss

 

 

(111,581

)

 

 

(63,040

)

 

 

(77.0

%)

 

Group Adjusted EBITDA

 

 

136,249

 

 

 

85,739

 

 

 

58.9

%

 

Group Adjusted EBITDA Margin

 

 

20.4

%

 

 

16.8

%

 

 

360

 bps

 

 

 

 

 

 

 

Q4 2025 Financial Highlights

•
Group Revenue: Group revenue increased $65.0 million year-over-year to $240.5 million, representing 31% growth.
o
Betting Technology, Content & Services: Revenue increased 31% year-over-year to $167.5 million, driven primarily by growth in business with existing customers as a result of price increases on contract renewals and renegotiations, expansion of value-add services, growth and expansion in existing markets, and new service offerings. Growth was also attributable to new customer acquisitions.
o
Media Technology, Content & Services: Revenue increased 96% year-over-year to $58.2 million, driven by growth in the Americas region, primarily for programmatic advertising services, a result of new partnerships with brands and advertising agencies such as PMG and Publicis Sports.
o
Sports Technology & Services: Revenue of $14.9 million, primarily driven by sales of products built on GeniusIQ technology.
•
Group Net Loss: Group net loss was ($20.6 million) in the fourth quarter ended December 31, 2025, representing a $7.6 million improvement compared to the ($28.2 million) loss in the fourth quarter ended December 31, 2024.
•
Group Adjusted EBITDA: Group Adjusted (non-GAAP) EBITDA was $48.3 million in the quarter, representing a $16.0 million increase from the $32.4 million reported in the fourth quarter ended December 31, 2024 and 170 basis points of margin expansion.

Full Year 2025 Financial Highlights

•
Group Revenue: Group revenue increased $158.6 million year-over-year to $669.5 million.
o
Betting Technology, Content & Services: Revenue increased $116.7 million year-over-year to $471.5 million, representing 33% growth. This increase was driven primarily by growth in business with existing customers as a result of price increases on contract renewals and renegotiations, expansion of value-add services, growth and expansion in existing markets, and new service offerings. Growth was also attributable to new customer acquisitions.
o
Media Technology, Content & Services: Revenue increased $39.2 million year-over-year to $144.5 million, representing 37% growth. This increase was driven by growth in the Americas region, a result of new partnerships with brands and advertising agencies such as PMG and Publicis Sports.
o
Sports Technology & Services: Revenue increased $2.8 million year-over-year to $53.5 million, representing 5% growth. This increase was driven by the sales of products built on GeniusIQ technology.
•
Group Net Loss: Group net loss was ($111.6 million) in the full year ended December 31, 2025, representing a $48.5 million decline compared to the ($63.0 million) loss in the full year ended December 31, 2024. This was primarily driven by a nonrecurring increase in stock-based compensation related to the warrants issued to the NFL, pursuant to the extended License Agreement as well as one-time equity awards issued to management and employees. This was also attributable to a nonrecurring increase in litigation and related costs.
•
Group Adjusted EBITDA: Group Adjusted (non-GAAP) EBITDA was $136.2 million in the full year ended December 31, 2025, representing a $50.5 million increase from the $85.7 million reported in the full year ended December 31, 2024 and 360 basis points of margin expansion.

Q4 2025 Business Highlights

•
Announced a global partnership with Publicis Sports to reshape the future of fan engagement through FANHub
•
Powered the EA SPORTS Madden NFL Cast on Peacock on Thanksgiving Night - a data-driven alternate broadcast merging live NFL action with a video game–style presentation, enabled by GeniusIQ
•
Announced partnership with CBF to implement Semi-Automated Offside Technology across Brasileiro Série A & Copa do Brasil
•
After the reporting period:
o
Entered into definitive agreement to acquire Legend, creating a digital sports and gaming media powerhouse
o
Partnered with WPP Media to pioneer holistic sports media advertising intelligence and launch WPP Brand Sports Momentum Score
o
Announced new partnership with Magnite, embedding official live sports moments into scaled programmatic infrastructure
o
Launched exclusive augmented advertising platform with NBC Sports Regional Networks, unlocking real-time AI-powered contextual advertising on NBA broadcasts
o
Launched BetVision for Tennis in partnership with Infront to enhance live betting experiences

 

 

 

 

 

Financial Outlook

Genius Sports expects to generate Group Revenue of approximately $810-820 million and Group Adjusted EBITDA of approximately $180-190 million in 2026 on a standalone basis. This implies year-over-year Group Revenue and Adj. EBITDA growth of 22% and 36%, respectively, at the midpoint.

After giving effect to the acquisition of Legend, the combination is expected to achieve approximately $1.1b in Group Revenue, $320-330m in Group Adj. EBITDA with 50% Free Cash Flow conversion on a 2026 annualized pro forma basis. The transaction is expected to close in the second quarter ending June 30, 2026.

 

Financial Statements & Reconciliation Tables

 

Genius Sports Limited

Condensed Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except share and per share data)

 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

$

240,496

 

 

$

175,531

 

 

$

669,489

 

 

$

510,894

 

Cost of revenue

 

 

172,063

 

 

 

128,081

 

 

 

515,647

 

 

 

382,187

 

Gross profit

 

 

68,433

 

 

 

47,450

 

 

 

153,842

 

 

 

128,707

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

16,805

 

 

 

9,880

 

 

 

56,162

 

 

 

37,411

 

Research and development

 

 

8,472

 

 

 

4,893

 

 

 

31,087

 

 

 

24,576

 

General and administrative

 

 

63,267

 

 

 

40,156

 

 

 

207,972

 

 

 

123,011

 

Transaction expenses

 

 

4,497

 

 

 

(278

)

 

 

9,949

 

 

 

2,246

 

Total operating expenses

 

 

93,041

 

 

 

54,651

 

 

 

305,170

 

 

 

187,244

 

Loss from operations

 

 

(24,608

)

 

 

(7,201

)

 

 

(151,328

)

 

 

(58,537

)

Interest (expense) income, net

 

 

(861

)

 

 

(80

)

 

 

(6

)

 

 

921

 

Gain (loss) on disposal of assets

 

 

7

 

 

 

(129

)

 

 

33

 

 

 

(147

)

Gain on fair value remeasurement of contingent consideration

 

 

—

 

 

 

1,024

 

 

 

—

 

 

 

1,024

 

Gain (loss) on foreign currency

 

 

1,845

 

 

 

(26,709

)

 

 

33,567

 

 

 

(9,519

)

Total other income (expense)

 

 

991

 

 

 

(25,894

)

 

 

33,594

 

 

 

(7,721

)

Loss before income taxes

 

 

(23,617

)

 

 

(33,095

)

 

 

(117,734

)

 

 

(66,258

)

Income tax benefit (expense)

 

 

2,194

 

 

 

3,895

 

 

 

2,496

 

 

 

(509

)

Gain from equity method investment

 

 

802

 

 

 

988

 

 

 

3,657

 

 

 

3,727

 

Net loss

 

$

(20,621

)

 

$

(28,212

)

 

$

(111,581

)

 

$

(63,040

)

Loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.08

)

 

$

(0.12

)

 

$

(0.44

)

 

$

(0.27

)

Weighted average common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

259,563,131

 

 

 

229,654,827

 

 

 

254,757,802

 

 

 

229,509,169

 

 

 

 

 

Genius Sports Limited

Condensed Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

 

 

 

(Unaudited)

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2025

 

 

2024

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

280,559

 

 

$

110,213

 

Restricted cash, current

 

 

—

 

 

 

25,026

 

Accounts receivable, net

 

 

130,340

 

 

 

85,491

 

Contract assets

 

 

57,358

 

 

 

30,632

 

Prepaid expenses

 

 

66,150

 

 

 

27,333

 

Other current assets

 

 

15,276

 

 

 

9,902

 

Total current assets

 

 

549,683

 

 

 

288,597

 

Property and equipment, net

 

 

32,322

 

 

 

19,016

 

Intangible assets, net

 

 

144,203

 

 

 

115,539

 

Operating lease right-of-use assets

 

 

28,321

 

 

 

7,488

 

Goodwill

 

 

338,049

 

 

 

326,011

 

Deferred tax asset

 

 

1,643

 

 

 

1,192

 

Investments

 

 

32,585

 

 

 

31,717

 

Other assets

 

 

3,481

 

 

 

2,706

 

Total assets

 

$

1,130,287

 

 

$

792,266

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

112,246

 

 

$

36,661

 

Accrued expenses

 

 

118,017

 

 

 

79,172

 

Deferred revenue

 

 

97,098

 

 

 

73,388

 

Current debt

 

 

—

 

 

 

19

 

Operating lease liabilities, current

 

 

5,024

 

 

 

3,003

 

Other current liabilities

 

 

20,498

 

 

 

9,327

 

Total current liabilities

 

 

352,883

 

 

 

201,570

 

Deferred tax liability

 

 

7,186

 

 

 

13,802

 

Operating lease liabilities, non-current

 

 

25,471

 

 

 

4,489

 

Other liabilities

 

 

20,272

 

 

 

—

 

Total liabilities

 

 

405,812

 

 

 

219,861

 

Shareholders’ equity

 

 

 

 

 

 

Common stock, $0.01 par value, unlimited shares authorized, 250,412,239 shares issued and 246,306,291 shares outstanding at December 31, 2025; unlimited shares authorized, 215,261,974 shares issued and 211,156,026 shares outstanding at December 31, 2024

 

 

2,504

 

 

 

2,153

 

B Shares, $0.0001 par value, 22,500,000 shares authorized, 10,000,000 shares issued and outstanding at December 31, 2025; 22,500,000 shares authorized, 18,500,000 shares issued and outstanding at December 31, 2024

 

 

1

 

 

 

2

 

Additional paid-in capital

 

 

1,992,257

 

 

 

1,700,065

 

Treasury stock, at cost, 4,105,948 shares at December 31, 2025 and December 31, 2024

 

 

(17,653

)

 

 

(17,653

)

Accumulated deficit

 

 

(1,199,108

)

 

 

(1,087,527

)

Accumulated other comprehensive loss

 

 

(53,526

)

 

 

(24,635

)

Total shareholders’ equity

 

 

724,475

 

 

 

572,405

 

Total liabilities and shareholders’ equity

 

$

1,130,287

 

 

$

792,266

 

 

 

 

Genius Sports Limited

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Amounts in thousands)

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Cash Flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(111,581

)

 

$

(63,040

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

70,519

 

 

 

72,572

 

(Gain) loss on disposal of assets

 

 

(33

)

 

 

147

 

Gain on fair value remeasurement of contingent consideration

 

 

—

 

 

 

(1,024

)

Stock-based compensation

 

 

148,542

 

 

 

54,475

 

Non-cash consideration, net

 

 

(2,461

)

 

 

(2,283

)

Non-cash interest expense, net

 

 

1,482

 

 

 

—

 

Non-cash lease expense

 

 

4,916

 

 

 

4,604

 

Loss on lease abandonment and impairment

 

 

195

 

 

 

—

 

Amortization of contract costs

 

 

1,426

 

 

 

1,280

 

Deferred income taxes

 

 

(7,068

)

 

 

(2,724

)

Allowance for expected credit losses

 

 

1,908

 

 

 

1,630

 

Gain from equity method investment

 

 

(3,657

)

 

 

(3,727

)

(Gain) loss on foreign currency remeasurement

 

 

(33,296

)

 

 

9,238

 

Changes in operating assets and liabilities

 

 

 

 

 

 

Effect of business combinations

 

 

(4,399

)

 

 

—

 

Accounts receivable

 

 

(44,296

)

 

 

(15,860

)

Contract assets

 

 

(26,726

)

 

 

8,170

 

Prepaid expenses

 

 

(30,923

)

 

 

(101

)

Other current assets

 

 

(5,998

)

 

 

(754

)

Other assets

 

 

(1,475

)

 

 

(1,014

)

Accounts payable

 

 

75,585

 

 

 

(20,718

)

Accrued expenses

 

 

31,345

 

 

 

22,841

 

Deferred revenue

 

 

23,711

 

 

 

27,603

 

Other current liabilities

 

 

2,021

 

 

 

(4,727

)

Operating lease liabilities

 

 

(3,342

)

 

 

(4,727

)

Net cash provided by operating activities

 

 

86,395

 

 

 

81,861

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(21,851

)

 

 

(12,293

)

Capitalization of internally developed software costs

 

 

(56,967

)

 

 

(51,963

)

Distributions from equity method investments

 

 

2,787

 

 

 

1,561

 

Purchases of intangible assets

 

 

(2,076

)

 

 

—

 

Acquisition of business, net of cash acquired

 

 

(14,841

)

 

 

—

 

Proceeds from disposal of assets

 

 

40

 

 

 

10

 

Net cash used in investing activities

 

 

(92,908

)

 

 

(62,685

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from issuance of common shares, net of equity issuance costs

 

 

144,000

 

 

 

—

 

Repayment of loans and mortgage

 

 

(21

)

 

 

(22

)

Repayment of promissory notes

 

 

—

 

 

 

(7,575

)

Net cash provided by (used in) financing activities

 

 

143,979

 

 

 

(7,597

)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

 

7,854

 

 

 

(2,133

)

Net increase in cash, cash equivalents and restricted cash

 

 

145,320

 

 

 

9,446

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

135,239

 

 

 

125,793

 

Cash, cash equivalents and restricted cash at end of period

 

$

280,559

 

 

$

135,239

 

Supplemental disclosure of cash activities:

 

 

 

 

 

 

Cash paid during the period for interest

 

$

3,967

 

 

$

1,224

 

Cash paid during the period for income taxes

 

$

4,606

 

 

$

2,478

 

 

 

 

Genius Sports Limited

Reconciliation of U.S. GAAP Net loss to Adjusted EBITDA

(Unaudited)

(Amounts in thousands)

 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net loss

 

$

(20,621

)

 

$

(28,212

)

 

$

(111,581

)

 

$

(63,040

)

Adjusted for:

 

 

 

 

 

 

 

 

 

 

 

 

Net, interest expense (income)

 

 

861

 

 

 

80

 

 

 

6

 

 

 

(921

)

Income tax (benefit) expense

 

 

(2,194

)

 

 

(3,895

)

 

 

(2,496

)

 

 

509

 

Amortization of acquired intangibles (1)

 

 

2,517

 

 

 

2,183

 

 

 

9,453

 

 

 

24,136

 

Other depreciation and amortization (2)

 

 

17,911

 

 

 

13,522

 

 

 

62,492

 

 

 

49,716

 

Stock-based compensation (3)

 

 

32,327

 

 

 

21,098

 

 

 

160,493

 

 

 

55,657

 

Transaction expenses

 

 

4,497

 

 

 

(278

)

 

 

9,949

 

 

 

2,246

 

Litigation and related costs (4)

 

 

13,273

 

 

 

1,932

 

 

 

36,786

 

 

 

7,575

 

Gain on fair value remeasurement of contingent consideration

 

 

—

 

 

 

(1,024

)

 

 

—

 

 

 

(1,024

)

(Gain) loss on foreign currency

 

 

(1,845

)

 

 

26,709

 

 

 

(33,567

)

 

 

9,519

 

Other (5)

 

 

1,610

 

 

 

258

 

 

 

4,714

 

 

 

1,366

 

Adjusted EBITDA

 

$

48,336

 

 

$

32,373

 

 

$

136,249

 

 

$

85,739

 

 

(1)
Includes amortization of intangible assets generated through business acquisitions (inclusive of amortization for marketing products, acquired technology, and historical data rights related to the acquisition of a majority interest in Genius in 2018).
(2)
Includes depreciation of Genius’ property and equipment, amortization of contract costs, and amortization of internally developed software and other intangible assets. Excludes amortization of intangible assets generated through business acquisitions.
(3)
Includes restricted shares, stock options, equity-settled restricted share units, cash-settled restricted share units and equity-settled performance-based restricted share units granted to employees and directors (including related employer payroll taxes) and equity-classified non-employee awards issued to suppliers.
(4)
Includes litigation and related costs incurred by the Company relating to discrete and non-routine legal proceedings that are not part of the normal operations of the Company’s business. For the three and twelve months ended December 31, 2025 and 2024, legal proceedings included Sportscastr litigation, dMY litigation, and Volleystation litigation (see Note 17 "Commitments and Contingencies" to the Company's condensed consolidated financial statements included in the Company's Current Report on Form 6-K furnished with the U.S. Securities and Exchange Commission (the "SEC") on November 4, 2025), and Spirable litigation (see Item 3.D "Risks Related to Legal Matters and Regulations" in the Company's Annual Report on Form 20-F filed with the SEC on March 14, 2025 for further details). All other legal proceedings are expensed as part of our on-going operations and included in general and administrative expenses.
(5)
Includes severance costs and non-recurring compensation payments, one-time marketing costs, loss on impairment of property leases, professional fees for finance transformation project, gain/loss on disposal of assets, and expenses incurred related to earn-out payments on historical acquisitions.

Webcast and Conference Call Details

Genius Sports management will host a conference call and webcast today at 8:00AM ET to discuss the Group’s fourth quarter results.

The live conference call and webcast may be accessed on the Genius Sports investor relations website at investors.geniussports.com along with Genius’ earnings press release and related materials. A replay of the webcast will be available on the website within 24 hours after the call.

About Genius Sports

Genius Sports is the official data, technology and broadcast partner that powers the global sports, betting and media ecosystem. As the operating system of modern sport, 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.

Non-GAAP Financial Measures

This press release includes non-GAAP financial measures not presented in accordance with U.S. GAAP.

We present Group adjusted EBITDA, Group adjusted EBITDA margin, Free Cash Flow, and Free Cash Flow Conversion, non-GAAP performance measures, to supplement our results presented in accordance with U.S. GAAP. Group Adjusted EBITDA is defined as earnings before interest, income tax, depreciation and amortization and other items that are unusual or not related to Genius’ revenue-generating operations, including but not limited to stock-based compensation expense (including related employer payroll taxes), litigation and related costs, transaction expenses and gain or loss on foreign currency. Group adjusted EBITDA margin is defined as Group adjusted EBITDA as a percentage of Group Revenue. Free Cash Flow is defined as Group adjusted EBITDA less capitalization of internally developed software costs, purchases of property and equipment, changes in net working capital, and taxes. Free Cash Flow conversion is defined as Free Cash Flow as a percentage of Group adjusted EBITDA.

Group Adjusted EBITDA, Group adjusted EBITDA margin, Free Cash Flow and Free Cash Flow Conversion are used by management to evaluate Genius’ core operating performance on a comparable basis and to make strategic decisions. Genius believes these measures are useful to investors for the same reasons as well as in evaluating Genius’ operating performance against competitors, which commonly disclose similar performance measures. However, Genius’ calculation of Group Adjusted EBITDA, Group adjusted EBITDA margin, Free Cash Flow and Free Cash Flow Conversion may not be comparable to other similarly titled performance measures of other companies. These measures are not intended to be a substitute for any US GAAP financial measure.

We do not provide a reconciliation of non-GAAP measures on a forward-looking basis because we are unable to forecast certain items required to develop meaningful comparable GAAP financial measures without unreasonable efforts. These items are difficult to predict and estimate and are primarily dependent on future events. The impact of these items could be significant to our projections.

Forward-Looking Statements

This press release contains forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, 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 proposed acquisition of Legend and the results of the combined company and our updated financial outlook. 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 we believe 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: 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; our share repurchase program; as well as risks related to the acquisition of Legend; the occurrence of any event, change or other circumstances that could give rise to the right of one or more of the parties to terminate the acquisition agreement; the outcome of any legal proceedings related to the proposed acquisition or otherwise, including the risk of shareholder litigation in connection with the proposed acquisition, including resulting expense or delay; the ability of Genius Sports and/or Legend to successfully manage legal, tax and regulatory risks in connection with their respective business or relating to the proposed acquisition; the ability to obtain regulatory approvals and meet other closing conditions to the proposed acquisition on a timely basis or at all, including the risk that regulatory approvals required for the proposed acquisition are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect Genius Sports following the proposed acquisition or the expected benefits of the proposed acquisition; risks related to the financing in connection with the proposed acquisition; difficulties and delays in integrating Legend’s business into that of Genius Sports’ business; failing to fully realize anticipated cost savings and other anticipated benefits of the proposed acquisition when expected or at all; business disruptions from the proposed acquisition that will harm Genius Sports’ or Legend’s businesses, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed acquisition; the ability of Genius Sports or Legend 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 proposed 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 proposed acquisition; the effects of global economic, political,

 

 

market, and social events or other conditions; and other factors included under the heading “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on March 14, 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. We undertake no obligation to publicly update or revise any forward-looking statements contained in this press release, or the documents 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.

Important Cautionary Note about Combined Financial Information and Projections

The projected financial information for the combined businesses of Genius Sports and Legend is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. This information is provided for illustrative purposes only and should not be considered in isolation from, or as a substitute for, the historical financial statements of Genius Sports.

Our independent auditors have not audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation and, accordingly, have not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this press release. The assumptions and estimates underlying the projected information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projected information. Various factors could cause actual future results to differ materially from those currently estimated by management, including, but not limited to, the risks described above and in Genius Sports's filings with the SEC. Accordingly, there can be no assurance that our actual results will not differ materially from those presented in the projected information. Inclusion of the projected information in this press release should not be regarded as a representation by any person that the results contained in the projected information will be achieved

 

 

Contact:

Media

Chris Dougan, Chief Communications Officer

+1 (202) 766-4430

chris.dougan@geniussports.com

Investors

Brandon Bukstel , Investor Relations Manager

+1 (954)-554-7932

brandon.bukstel@geniussports.com