Genius Group Executes Fourth Buyback of One Million Shares

Rhea-AI Summary

Genius Group (NYSE: GNS) announced a fourth open-market buyback of 1,000,000 shares at an average price of $0.73 per share on December 9, 2025. The repurchased shares were returned to treasury.

The company has repurchased 4.3 million shares over the last six months, representing 30% of the approved buyback mandate (approved in July 2025 to repurchase up to 20% of issued shares). Separately, 2.3 million shares were moved into book-entry at Vstock and are eligible for a $0.10 per share Bitcoin Loyalty Payment if they remain in book-entry through May 28, 2026.

Positive

• 1,000,000 shares repurchased at an average price of $0.73
• Total repurchases of 4.3 million shares in six months
• Repurchased shares returned to treasury, reducing outstanding float
• 2.3 million shares enrolled in DRS and eligible for loyalty payment

Negative

• This buyback required approximately $730,000 cash outlay
• 2.3 million shares eligible for $0.10 loyalty payment through May 28, 2026

Key Figures

Latest buyback size 1,000,000 shares Open-market repurchase on December 9, 2025

Average buyback price $0.73 per share Fourth buyback tranche on December 9, 2025

Total shares repurchased 4.3 million shares Repurchased in the last six months under buyback mandate

Mandate utilization 30% of permitted shares Portion of approved buyback capacity used to date

Buyback authorization Up to 20% of issued ordinary shares Shareholder and board-approved mandate from July 2025

Bitcoin Loyalty Payment $0.10 per share Bonus in Bitcoin for eligible DRS shares

DRS eligible shares 2.3 million shares Shares moved into book entry via DRS by November 30, 2025

Holding requirement 6 months through May 28, 2026 Condition for Bitcoin Loyalty Payment eligibility

Market Reality Check

$0.7100 Last Close

Volume Volume 1,100,755 is about 16% of the 6,788,356 20-day average, indicating muted pre-news trading. low

Technical Price at $0.71 is trading slightly above the $0.70 200-day MA.

Peers on Argus

Peers show mixed moves with most slightly negative (e.g., AACG -8.51%, CHGG -2.66%) while GNS was up 2.31%, pointing to stock-specific factors rather than a sector trend.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 04	Bitcoin treasury update	Positive	-5.8%	Increased Bitcoin holdings, realized BTC profit, and debt reduction.
Nov 24	Analyst report	Positive	+2.2%	Analyst update highlighting guidance lift and Bitcoin loyalty program.
Nov 14	Litigation announcement	Neutral	+2.9%	Federal class action complaint alleging multi‑year market manipulation.
Nov 12	Project design mandate	Positive	-1.6%	Appointment of Inspiral Architects to design Genius City in Bali.
Nov 10	JV and acquisition	Positive	+8.3%	51% stake in Bali projects with projected revenue and profit contribution.

Pattern Detected

Recent company-specific news has produced mixed reactions, with both positive and negative moves following generally constructive operational and strategic updates.

Recent Company History

Over the last month, GNS has reported multiple strategic initiatives, including Bitcoin treasury adjustments, analyst coverage, litigation alleging market manipulation, architectural planning for Genius City, and a Bali joint venture projecting >$20M annual revenue within four years. Price reactions around these events ranged from -5.77% to +8.25%, indicating that news flow has driven noticeable but inconsistent moves. Today’s buyback update fits into this pattern of active capital and project management.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-07-07

GNS has an active F-3 shelf filed on 2025-07-07, expiring on 2028-07-07. It is not yet effective and shows 1 recorded usage via a 424B5 filing, indicating the company has a pre-established mechanism for potential future capital raises.

Market Pulse Summary

This announcement details GNS’s fourth one‑million‑share buyback at $0.73, bringing total repurchases to 4.3 million shares, or 30% of the capacity under its 20% mandate. It also quantifies engagement with the $0.10 Bitcoin Loyalty Payment, with 2.3 million shares moved into DRS by the November 30, 2025 record date. Investors may track further buybacks under the mandate, ongoing DRS migration, and any use of the active F-3 shelf filed in 2025.

Key Terms

rule 10b-18 regulatory

"followed the guidelines in Rule 10b-18 and Rule 10b-5 under the Securities"

Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

rule 10b-5 regulatory

"guidelines in Rule 10b-18 and Rule 10b-5 under the Securities Exchange Act"

A U.S. securities rule that makes it illegal to lie, omit important facts, or use deceptive practices when buying or selling stocks and other securities. Think of it as a sports referee rule that keeps the playing field fair: investors rely on truthful information to decide whether to buy or sell, and violations can lead to lawsuits, fines, or forced returns of profits, which can affect a company’s stock price and investor confidence.

direct registration system technical

"via the Direct Registration System (DRS) into book entry form as at"

A direct registration system allows investors to register their ownership of securities directly with the issuing company or its transfer agent, rather than holding shares through a broker or intermediary. This setup gives investors more control over their holdings and simplifies the process of buying or selling shares. It is important because it can reduce costs, increase transparency, and provide a clearer record of ownership.

AI-generated analysis. Not financial advice.

SINGAPORE, Dec. 10, 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 $0.73 per share, on December 9, 2025.

The buyback is the fourth 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 4.3 million shares in the last six months representing 30% of the permitted shares to be repurchased based on the approved share buyback 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.

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.

In addition, the Company has also been informed by its transfer agent, Vstock Transfer (“Vstock”) that further to the Company’s announcement of a $0.10 per share Bitcoin Loyalty Payment program for investors that move their shares from their broker account to book entry at Vstock by the record date of November 30, 2025, the number of shares that have been moved by investors via the Direct Registration System (DRS) into book entry form as at the record date is 2.3 million shares.

These 2.3 million shares are eligible for the $0.10 per share bonus provided they remain in book entry form for six months through to May 28, 2026. (This total excludes insider shares held at Vstock, which are not eligible for the Loyalty Payment program). The Company and its board express thanks to the Company’s shareholders who took part in this program and continues to encourage long term investors to DRS their shares to restricted book entry form to prevent their shares being loaned out to short sellers without their knowledge.

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 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/

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

What did Genius Group (GNS) announce on December 10, 2025?

Genius Group announced it repurchased 1,000,000 shares on December 9, 2025 at an average price of $0.73 per share.

How many shares has Genius Group (GNS) repurchased in the last six months?

The company repurchased a total of 4.3 million shares in the last six months.

What portion of the approved buyback mandate has GNS used?

The repurchases represent 30% of the permitted shares under the July 2025 buyback authorization.

How many Genius Group (GNS) shares are eligible for the $0.10 Bitcoin Loyalty Payment?

2.3 million shares moved to book-entry at Vstock by the November 30, 2025 record date are eligible if they remain in book-entry through May 28, 2026.

Will Genius Group (GNS) execute more buybacks?

The company said it may execute further buybacks within the approved mandate, subject to funding facilities, market dynamics, and share price considerations.

What immediate cash cost did the December 9, 2025 buyback create for GNS?

The buyback of 1,000,000 shares at $0.73 per share implies an approximate cash outlay of $730,000.