Genius Group Cancels 20,000,000 Company Shares, equivalent to 16% of Public Float

Genius Group (NYSE American:GNS) cancelled 20,000,000 Class A Ordinary Shares related to its Entrepreneur Resorts asset purchase, equal to 16% of its public float.

Rhea-AI Summary

Genius Group (NYSE American:GNS) cancelled 20,000,000 Class A Ordinary Shares related to its Entrepreneur Resorts asset purchase, equal to 16% of its public float. Combined with 6.6 million shares cancelled on June 12, 2026, issued share capital fell by 26.6 million shares, about 22% of float this week.

The 26.6 million shares represent 61% of the 43.3 million shares previously targeted for repurchase, return or retirement (around 36% of float). The company is focusing on increasing Net Asset Value per Share and may seek a new buyback mandate of up to 20% at the July 7, 2026 AGM.

Positive

• Cancellation of 20,000,000 shares, 16% of public float
• Total 26,600,000 shares cancelled this week, about 22% of float
• 26.6 million cancellations achieve 61% of 43.3 million targeted shares
• Company retains 100% ownership of Entrepreneur Resorts while reducing share count
• Strategy centered on increasing Net Asset Value per Share (NAVPS)
• Planned proposal for new buyback mandate up to 20% of issued Class A shares

Negative

• Timing and amount of any further repurchases or cancellations cannot be assured
• Existing shareholder-approved buyback mandate expires on July 6, 2026
• Portion of identified non-trading shares remains only in reserve, not yet cancelled

Argus Jun 17 session

+4.80% close to close Open Argus

Details

News Market Reaction – GNS

On Jun 17, the day this news came out, GNS closed 4.80% above the previous close.

Data tracked by StockTitan Argus for the Jun 17 session.

Key Figures

Shares cancelled today: 20,000,000 shares Portion of float cancelled: 16% of public float Total shares reduced this week: 26,600,000 shares +5 more

Shares cancelled today

20,000,000 shares

Class A Ordinary Shares cancelled related to ERL Asset Purchase Agreement

Portion of float cancelled

16% of public float

Today’s 20,000,000-share cancellation

Total shares reduced this week

26,600,000 shares

Combined June 12 repurchase and June 17 cancellation

Weekly float reduction

22% of public float

Issued share capital reduction this week

Shares targeted for actions

43.3 million shares

Identified for repurchase, return and/or retirement (~36% of float)

Shares identified in April

30.1 million shares

Targeted for retirement or removal from public float

Buyback mandate expiry

July 6, 2026

Current shareholder-approved buyback mandate end date

Proposed new buyback size

20% of issued Class A shares

Mandate to be voted at July 7, 2026 AGM

Historical Context

5 past events · Latest: Jun 15

5 events

1. Jun 15

   Share buyback execution

   24h Move

   +2.7%

   Repurchase and cancellation of 6.6M Class A shares under buyback mandate.

2. Jun 08

   Buyback authorization

   24h Move

   -0.5%

   Board approved buyback of up to 13.2M shares and adopted NAVPS metric.

3. Jun 05

   AI treasury roadmap

   24h Move

   -9.5%

   Published AI Treasury white paper and AGI Infinity Portfolio strategy roadmap.

4. Jun 02

   AI treasury deployment

   24h Move

   +1.9%

   Completed first AI Treasury investments for pre-IPO exposure to AI leaders.

5. Jun 01

   Investor call announcement

   24h Move

   +1.1%

   Announced investor call to discuss AI Treasury and AGI Infinity Portfolio.

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

Key Terms

Asset Purchase Agreement, public float, Net Asset Value per Share, NAVPS, +1 more

5 terms

Asset Purchase Agreement regulatory

"in relation to shares issued under the Company’s Asset Purchase Agreement with"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

public float financial

"The amount of shares cancelled is equivalent to 16% of 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.

Net Asset Value per Share financial

"on an arithmetic basis, increased its Net Asset Value per Share (NAVPS) for the"

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

"on an arithmetic basis, increased its Net Asset Value per Share (NAVPS) for the"

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.

buyback mandate financial

"further repurchases under the shareholder-approved buyback mandate, andgrowth"

A buyback mandate is formal authorization for a company to purchase its own shares up to a set amount or time period, usually approved by the board or shareholders. It matters to investors because buying back stock reduces the number of shares available, often boosting metrics like earnings per share and signaling management’s confidence, but it also uses cash that could have gone to growth or dividends—like a store removing items from shelves to raise their value.

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

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Brings This Week’s Total Reduction in Issued Capital to 26.6 Million Shares, Equivalent to Approximately 22% of Public Float.

SINGAPORE, June 17, 2026 (GLOBE NEWSWIRE) -- Genius Group Limited (NYSE American: GNS) ("Genius Group", "GNS" or the "Company"), a leading AI-powered education group, today announced that it has returned and cancelled 20,000,000 Class A Ordinary Shares in relation to shares issued under the Company’s Asset Purchase Agreement with Entrepreneur Resorts Ltd (“ERL”). The amount of shares cancelled is equivalent to 16% of the Company’s public float.

Today’s cancellation follows the Company’s repurchase and cancellation of 6,600,000 Class A Ordinary Shares announced on June 12, 2026. Taken together, the two actions have reduced the Company’s issued share capital by 26,600,000 shares this week, equivalent to approximately 22% of the Company’s public float.

Background: Share Count Exercise and ERL Return

On April 23, 2026, the Company announced the completion of an internal share count exercise that identified up to 30.1 million Class A Ordinary Shares targeted for retirement or removal from the public float. The identified shares comprised, among other items, approximately 17.3 million unclaimed shares issued under the Company’s Asset Purchase Agreement with ERL and currently held at the Company’s transfer agent (VStock), and approximately 5.5 million shares payable to the Company in connection with its prior shareholding in ERL.

On June 16, 2026, the Board of Directors of ERL authorised the return to the Company of 20,000,000 of the Company’s Class A Ordinary Shares, and the Company’s Board of Directors voted to immediately cancel those shares. Further to the board votes, the Company gave a cancellation notice to its transfer agent, VStock Transfer. The balance of the identified shares will be maintained in reserve by the ERL board to meet any possible future claims from verified shareholders.

Roger James Hamilton, Founder and CEO of Genius Group, said “Through the actions taken this week, the Company has reduced its issued share capital by 26.6 million shares while retaining the value of the underlying assets the Company has acquired - namely 100% ownership of Entrepreneur Resorts Ltd. By reducing the share count while holding the asset side of the balance sheet, the Company has, on an arithmetic basis, increased its Net Asset Value per Share (NAVPS) for the benefit of all shareholders, and we believe the underlying assets will contribute to the long-term value of Genius Group.”

Continued Focus on NAVPS

Today’s cancellation forms part of the Company’s previously announced capital allocation strategy, which is focused on growing NAVPS through:

1. the retirement or removal of identified non-trading shares,
2. further repurchases under the shareholder-approved buyback mandate, and
3. growth in the Company’s net assets through its education businesses and dual-treasury strategy.
   

As per its announcement on June 15, 2026, the Company has identified an aggregate of up to 43.3 million shares targeted for repurchase, return and/or retirement, representing approximately 36% of the Company’s public float.

The 26.6 million shares cancelled this week represents 61% of the 43.3 million shares targeted.

While the timing and amount of any further repurchases or cancellations cannot be assured, the Company intends to act diligently and with best efforts to complete the residual capacity under the shareholder-approved buyback mandate prior to its expiry on July 6, 2026.

At the Company’s Annual General Meeting scheduled for July 7, 2026, shareholders will be invited to approve a further buyback mandate of up to 20% of the Company’s issued Class A Ordinary Shares, valid for the following twelve months. Details of the AGM are available in the Company’s SEC filings 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 did Genius Group (GNS) announce on June 17, 2026 about its share count?

Genius Group announced the cancellation of 20,000,000 Class A Ordinary Shares, equal to about 16% of its public float. According to the company, these shares were linked to its Entrepreneur Resorts asset purchase agreement.

How many Genius Group (GNS) shares have been cancelled in total this week?

Genius Group cancelled 26.6 million shares this week, including 6.6 million on June 12 and 20 million on June 17. According to the company, this equals approximately 22% of its public float.

How does the June 2026 share cancellation affect Genius Group’s public float and NAVPS?

The 20 million share cancellation reduces Genius Group’s public float by about 16%. According to the company, reducing issued shares while keeping acquired assets is expected, on an arithmetic basis, to increase Net Asset Value per Share (NAVPS).

What is Genius Group’s plan for the 43.3 million GNS shares targeted for reduction?

Genius Group has identified up to 43.3 million shares for repurchase, return, or retirement, about 36% of its public float. According to the company, the 26.6 million cancelled this week represent 61% of that targeted amount.

Will Genius Group (GNS) continue share repurchases under its current buyback mandate?

Genius Group intends to use best efforts to complete remaining buybacks before the current mandate expires on July 6, 2026. According to the company, the timing and total amount of additional repurchases cannot be assured.

What new share buyback authority will Genius Group seek at its July 7, 2026 AGM?

At the July 7, 2026 AGM, Genius Group plans to ask shareholders to approve a new buyback mandate of up to 20% of issued Class A Ordinary Shares. According to the company, this mandate would be valid for the following twelve months.

How are Entrepreneur Resorts shares involved in Genius Group’s June 2026 share cancellations?

The 20 million cancelled shares were issued under Genius Group’s asset purchase agreement with Entrepreneur Resorts. According to the company, ERL’s board authorized returning these shares, and Genius Group’s board then voted to cancel them.