Genius Group executes buyback of one million shares, increases company shares in book entry to 60.3%

Rhea-AI Summary

Genius Group (NYSE American: GNS) has completed its third share buyback, purchasing 1 million shares at an average price of $0.90 per share between August 28-September 11, 2025. This represents 21% of the permitted shares under the July 2025 buyback mandate of up to 20% of issued ordinary shares.

The company's Board approved issuing restricted shares to CEO Roger Hamilton for reaching the first milestone of $100M market cap. Hamilton will receive 7.1 million restricted shares (5% of issued share capital), plus 4.2 million shares related to the Entrepreneur Resorts Ltd Asset Purchase Agreement. Hamilton currently holds 12.7 million Ordinary A shares and 6 million Ordinary C shares.

Following recent actions and shareholder participation in the Direct Registration System, 60.3% of company shares will be held in book entry at Vstock Transfer, with 39.7% remaining in broker accounts.

Positive

• Achieved significant milestone of $100M market capitalization
• Successfully executed third share buyback at $0.90 per share
• 60.3% of shares now held in book entry, reducing potential for naked short selling
• CEO demonstrates confidence through personal share purchases and intention to buy more

Negative

• Significant share dilution through issuance of 11.3M new restricted shares to CEO
• Company's buyback price of $0.90 indicates relatively low share price

SINGAPORE, Sept. 15, 2025 (GLOBE NEWSWIRE) -- Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading AI-powered, Bitcoin-first education group, today announced that the Company bought back one million shares of its stock on the open market at an average price of $0.90 per share, in the period from August 28 to September 11, 2025.

The buyback is the third buyback the Company has executed further to receiving shareholder and board approval for a share buyback of up to 20% of the Company’s issued ordinary shares in July 2025. The Company has now repurchased three million shares representing 21% of the permitted shares to be repurchased based on the approved share buy back mandate. The repurchased shares have been returned to the Company’s treasury.

In executing the buy back, the Company and the Company’s broker followed the guidelines in Rule 10b-18 and Rule 10b-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to ensure compliance and a non-exclusive safe harbor in relation to the repurchase of its shares.

Further to the increase in the share price and market capitalization of the Company, the Company’s Board has approved the issuance of restricted shares to the Company’s CEO, Roger Hamilton, for reaching the first milestone of $100 million market capitalization, in accordance with the previously approved founder compensation plan. The new issuance is subject to SLAP approval by NYSE. The milestone is the first of ten milestones up to $1 billion market capitalization, with all ten milestones targeted to be achieved by 2030 as per the founder compensation plan

Further to the Board approval for the issuance of 7.1 million restricted shares to the CEO, equivalent to 5% of the Company’s issued share capital related to achieving the first milestone, an additional 4.2 million restricted shares to the CEO related to the closing of the Entrepreneur Resorts Ltd Asset Purchase Agreement and Mr. Hamilton’s previously announced purchase of 650,000 shares on the open market, Mr. Hamilton currently holds 12.7 million Ordinary A shares and 6 million Ordinary C shares of the Company. Mr. Hamilton has expressed to the Company his intention to purchase further shares of the Company on the open market once the Company’s 2025 H1 financial results are announced and the current blackout period has ended. The Company anticipates the release of its 2025 H1 financial results within the next two weeks.

As a result of the Company’s recent actions and the participation of shareholders in utilising the Direct Registration System (DRS) to move their shares from their broker account to the Company’s transfer agent, Vstock Transfer (“Vstock”), once Vstock has accounted for the recent actions in the coming week, 60.3% of the Company’s issued, ordinary shares will be held in book entry at vStock with 39.7% remaining in broker accounts.

Genius Group Board Director and Chair of the Company’s Compensation Committee, Gary Wilde, said “We are pleased that Genius Group’s share price and market capitalization has increased significantly in the last twelve months. We credit Roger Hamilton’s decisions as CEO, together with the confidence from our shareholders, for this growth. We are looking forward to the Company progressing through each of the next nine milestones as we fulfil Genius Group’s targets of teaching 100 million students and reaching $1 billion market capitalization.”

The Company provided instructions for shareholders interested in transferring their shares via DRS to vStock in its press release dated July 17, 2025.

The Company may elect to execute further buy backs within the parameters of its approved mandate, balanced with prudent and accretive use of its approved funding facilities, in such manner, proportion and timing as it deems most appropriate to preserve shareholder value based on economic and market dynamics, together with the Company’s share price relative to the Company’s current and anticipated enterprise value and net asset value.

About Genius 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 5.8 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/

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

How many shares did Genius Group (GNS) buyback in September 2025?

Genius Group bought back 1 million shares at an average price of $0.90 per share between August 28 and September 11, 2025.

What is the total number of shares Genius Group (GNS) can repurchase under its current buyback program?

The company received approval to buyback up to 20% of its issued ordinary shares in July 2025. They have currently repurchased 3 million shares, representing 21% of the permitted amount.

How many restricted shares will Genius Group's CEO receive for reaching the $100M market cap milestone?

CEO Roger Hamilton will receive 7.1 million restricted shares (5% of issued share capital) for the $100M milestone, plus 4.2 million additional shares related to the Entrepreneur Resorts Ltd Asset Purchase Agreement.

What percentage of Genius Group (GNS) shares are held in book entry at Vstock Transfer?

60.3% of Genius Group's issued ordinary shares will be held in book entry at Vstock Transfer, with the remaining 39.7% in broker accounts.

What are the market cap milestones set for Genius Group (GNS) by 2030?

Genius Group has set ten milestones from $100M to $1B market capitalization, targeted to be achieved by 2030 as per the founder compensation plan.