Genius Group Board Approves Buyback of up to 13.2 Million Company Shares

Genius Group (NYSE American:GNS) authorized management to buy back up to 13.2 million Class A shares under its existing mandate, ahead of the June 30, 2026 expiry and before the July 7, 2026 AGM.

Rhea-AI Summary

Genius Group (NYSE American:GNS) authorized management to buy back up to 13.2 million Class A shares under its existing mandate, ahead of the June 30, 2026 expiry and before the July 7, 2026 AGM.

The Board also adopted Net Asset Value per Share (NAVPS) as a key metric, reporting audited FY 2025 NAVPS of $0.60, and plans quarterly NAVPS disclosures alongside ongoing share capital reductions.

Positive

• Authorization to repurchase up to 13.2 million Class A shares
• Audited FY 2025 NAVPS reported at $0.60 per share
• Board adopts NAVPS as key performance metric with quarterly reporting
• Planned retirement or removal of 30.1 million shares from public float
• Additional 10 million Class A shares already converted into Class C
• Plan to seek new 20% buyback mandate starting July 7, 2026

Negative

• None.

Argus Jun 8 session

-4.46% close to close Open Argus

Details

News Market Reaction – GNS

On Jun 8, the day this news came out, GNS closed 4.46% below the previous close.

Data tracked by StockTitan Argus for the Jun 8 session.

Key Figures

Buyback authorization: 13.2 million shares Original mandate capacity: 17.6 million shares Executed buybacks: 4.4 million shares +5 more

Buyback authorization

13.2 million shares

Additional buybacks authorized under existing mandate before June 30, 2026 expiry

Original mandate capacity

17.6 million shares

Maximum shares under 20% buyback mandate from 2025 AGM

Executed buybacks

4.4 million shares

Total repurchased in four buybacks between August and January 2026

NAVPS

$0.60

Net Asset Value per Share at end of Financial Year 2025 (audited)

Shares for retirement

30.1 million shares

Identified from ERL Share Count Exercise and ICC Arbitration Win

Class A to Class C conversion

10 million shares

Reduction of public float via conversion into Class C shares

Future buyback mandate

20% of shares

Proposed new share buyback mandate to be voted at 2026 AGM

Buyback window end

June 30, 2026

Expiration date of current shareholder buyback mandate

Previous Buybacks Reports

5 past events · Latest: Dec 10

Same Type 5 events

1. Dec 10

   Fourth buyback executed

   24h Move

   -1.4%

   Announced fourth 1,000,000-share buyback at $0.73, total 4.3M repurchased.

2. Sep 15

   Third buyback completed

   24h Move

   -8.3%

   Completed 1M-share buyback at $0.90 and detailed CEO restricted share awards.

3. Jul 10

   20% buyback initiated

   24h Move

   +12.9%

   Launched 20% buyback mandate and executed first 1M-share repurchase at $1.30.

4. Apr 09

   Buyback approval

   24h Move

   +19.0%

   Shareholders approved up to 20% buyback under Singapore law with 97.5% support.

5. Feb 12

   EGM buyback call

   24h Move

   +48.4%

   Called EGM to approve 20% buyback and canceled rights offering below market.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

net asset value per share, navps, bitcoin treasury, public float, +3 more

7 terms

net asset value per share financial

"Board Adopts Net Asset Value per Share (NAVPS) as Key Company Metric."

Net asset value per share is the total value of a fund’s assets minus its liabilities, divided by the number of outstanding shares, so it represents what each share would be worth if the fund sold everything and paid its debts. Investors use it like a per-share “break-up” price to compare against the market trading price — if shares trade below NAV per share they may be seen as discounted, above it as a premium.

navps financial

"Net Asset Value per Share (“NAVPS”) Further to the Company’s recently launched AI Treasury strategy"

Net Asset Value per Share (NAVPS) is the per‑share value of a fund or investment vehicle calculated by subtracting its liabilities from its total assets and dividing the result by the number of shares outstanding. Think of it as the price tag on each slice of a pie after paying off any debts. Investors use NAVPS to gauge a fund’s underlying worth, compare it to the market price, and judge whether they’re buying at a discount or premium.

bitcoin treasury financial

"alongside its Bitcoin Treasury. The Board set an initial US$100 million AI allocation"

A bitcoin treasury is a collection of bitcoin holdings owned by a company or organization, similar to how a savings account stores money. It represents a strategic reserve of digital currency that can be used for investments, operational costs, or future growth. For investors, a bitcoin treasury can signal financial strength or a company's confidence in cryptocurrencies as part of its long-term plans.

public float financial

"30.1 Million Shares identified by the Company ... to retire or remove from the Company’s public float."

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

share buyback mandate financial

"representing 100% utilisation of the buyback mandate approved by shareholders at the 2025 AGM."

A share buyback mandate is formal authorization allowing a company to repurchase its own shares from the market or shareholders. For investors, it matters because buying back shares reduces the number of shares outstanding, which can raise per‑share earnings and ownership percentage, signal that management thinks the stock is undervalued, and return cash to holders — similar to a retailer taking coupons out of circulation to make the remaining ones more valuable.

singapore companies act 1967 regulatory

"in accordance with the Singapore Companies Act 1967, SEC regulations and NYSE American listing rules."

A national law that sets the rules for creating, running, reporting and closing companies in Singapore; it defines directors’ duties, shareholder rights, required financial disclosure and the process for audits and corporate actions. For investors it matters because the law shapes how transparent and accountable companies must be, the legal protections available to shareholders, and the risks tied to governance — think of it as the rulebook that keeps businesses playing fair and clear.

nyse american listing rules regulatory

"in accordance with the Singapore Companies Act 1967, SEC regulations and NYSE American listing rules."

A set of standards and requirements that companies must meet to be listed and remain listed on the NYSE American stock exchange, covering financial thresholds, corporate governance, public disclosure, and trading procedures. Investors use these rules as a baseline for assessing a company's transparency, financial health, and the likelihood of continued trading access—similar to how a driver's license program sets minimum safety and skill standards to help others judge who can legally drive on the road.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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      Approval for additional buybacks with the timing and amount to be decided by Management prior to Company’s Annual General Meeting on July 7, 2026.

Approval for 100% Utilisation of the Shareholders’ Buyback Mandate.

Board Adopts Net Asset Value per Share (NAVPS) as Key Company Metric.

SINGAPORE, June 08, 2026 (GLOBE NEWSWIRE) -- Genius Group Limited (NYSE American: GNS) ("Genius Group", "GNS" or the "Company"), a leading AI-powered education group, today announced that its Board of Directors has authorized management to buy back up to 13.2 million Class A Ordinary Shares prior to the Company’s Annual General Meeting on July 7, 2026, representing 100% utilisation of the buyback mandate approved by shareholders at the 2025 AGM.

The Board’s authorization, made on June 7, 2026, is pursuant to Proposal 7 of the Company’s 2025 AGM held on July 7, 2025, in which shareholders approved a buyback of up to 20% of issued Class A Ordinary Shares (a maximum of approximately 17.6 million shares). Between August and January 2026, the Company executed four separate buybacks totalling 4.4 million shares, leaving 13.2 million shares of authorised capacity under the mandate, which expires on June 30, 2026.

Buybacks may be effected, at management’s discretion as to timing and amount, in one or more transactions on the NYSE American or in off-market purchases, up to the authorized amount in accordance with the Singapore Companies Act 1967, SEC regulations and NYSE American listing rules.

Roger James Hamilton, Founder and CEO of Genius Group, said “Genius Group is currently trading at a meaningful discount to its Net Asset Value. Returning that value to our shareholders by reducing the share count is one of the highest-conviction capital allocation decisions this Board can take. We are aligned with our shareholders in building the balance sheet through our education businesses and dual-treasury strategy, and in communicating that value through our NAVPS metric. We thank our Board for today’s approval, and we are committed to utilising as high a proportion of this mandate as we can within the one-month window.”

Company’s Key Metric Focus on Net Asset Value per Share (“NAVPS”)

Further to the Company’s recently launched AI Treasury strategy, the Board has also voted to make Net Asset Value per Share (“NAVPS”) a key metric for the Company. NAVPS is defined as the Company’s total assets less total liabilities, divided by the total number of outstanding shares.

The Company’s NAVPS was $0.60 at the end of Financial Year 2025 (audited). The Board believes the combination of (i) growing the Company’s net assets through its education businesses and dual-treasury strategy, and (ii) reducing the share count through buybacks and previously announced retirements, will compound NAVPS growth in 2026 and beyond.

Going forward, the Company intends to publish NAVPS quarterly, with publicly held securities in the AI Treasury marked to market at each quarter end, and Bitcoin in the Bitcoin Treasury marked to market once Bitcoin purchases recommence.

Future Anticipated Share Capital Reduction and Future Buybacks

Any and all reduction in share capital from the Board’s buyback approval and management’s subsequent actions are in addition to the previously announced 30.1 Million Shares identified by the Company from its ERL Share Count Exercise and ICC Arbitration Win that it intends to retire or remove from the Company’s public float. The amount also excludes the reduction of 10 million Class A ordinary shares as a result of the conversion of 10 million Class A shares to Class C shares previously disclosed by the Company.

Furthermore, shareholders will vote for a further 20% share buyback mandate at the upcoming AGM, valid for the next twelve months commencing July 7, 2026.

Details of the upcoming AGM are available on the Company’s 6-K here.

About Genius Group

Genius Group (NYSE: GNS) is a global education group 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 geniusgroup.ai

Forward-Looking Statements 

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share buyback did Genius Group (GNS) approve on June 7, 2026?

Genius Group’s Board authorized management to repurchase up to 13.2 million Class A shares. According to Genius Group, this utilizes the remaining capacity under the 2025 shareholder buyback mandate, which expires on June 30, 2026, with timing and amount at management’s discretion.

How many Genius Group (GNS) shares are covered by the current buyback mandate?

The current mandate allows buybacks of up to 17.6 million Class A shares. According to Genius Group, 4.4 million shares were already repurchased across four buybacks, leaving 13.2 million additional shares now authorized for potential repurchase before the mandate expires.

What is Genius Group’s NAVPS and why is it important for GNS investors?

Genius Group reported audited FY 2025 Net Asset Value per Share (NAVPS) of $0.60. According to Genius Group, the Board adopted NAVPS as a key company metric and plans quarterly NAVPS publication, reflecting asset growth and share-count changes from buybacks and share retirements.

How does Genius Group’s dual-treasury and education business strategy affect NAVPS?

Genius Group aims to grow NAVPS by increasing net assets and reducing share count. According to Genius Group, net assets are driven by its education businesses and AI/Bitcoin treasury holdings, while buybacks and share retirements are expected to support NAVPS compounding in 2026 and beyond.

What future share capital reductions has Genius Group (GNS) outlined?

Genius Group plans additional share capital reductions beyond the new buyback authorization. According to Genius Group, it intends to retire or remove 30.1 million shares from public float and has already reduced 10 million Class A shares via conversion to Class C.

Will Genius Group seek a new buyback mandate after June 2026 for GNS shares?

Yes. Genius Group shareholders will vote on a further 20% buyback mandate at the July 7, 2026 AGM. According to Genius Group, this new mandate would be valid for twelve months starting July 7, 2026, enabling potential additional repurchases.