Genius Group Offers Shareholders $0.10 Per Share Bitcoin Loyalty Payment for Shares Held in Book Entry

Rhea-AI Summary

Genius Group (NYSE American: GNS) announced a $0.10 per share Bitcoin loyalty payment for shareholders who move and keep their shares in book entry via VStock. The company set a Record Date of Nov 28, 2025 at 4:30 PM and a Qualifying Date of May 28, 2026 at 4:30 PM; shareholders must keep shares in book entry for six months to qualify. Payment will be made in Bitcoin or by cash bank transfer after shareholders provide a Bitcoin wallet or bank details. VStock reported 60.3% of issued shares in book entry and 39.7% at brokers as of Sep 23, 2025. Shares under the ERL asset purchase are eligible; Directors, officers and employees are excluded.

Positive

• $0.10 per share loyalty payment payable in Bitcoin
• Record Date Nov 28, 2025 and Qualifying Date May 28, 2026 (six-month hold)
• 60.3% of issued shares already held in book entry as of Sep 23, 2025

Negative

• Shareholders must hold shares in book entry for six months, limiting near-term liquidity
• 39.7% of shares remained at brokers as of Sep 23, 2025, reducing immediate control

Insights

Capital Markets Analyst

Genius Group offers a $0.10 per-share Bitcoin-or-cash loyalty payment for shares moved to book entry and held to May 28, 2026.

The program ties a cash-equivalent payment to Direct Registration System (DRS) placement and a six-month holding period. Shareholders who have shares in book entry with VStock by the Record Date of November 28, 2025 and who keep them until the Qualifying Date of May 28, 2026 will receive $0.10 per share, payable in Bitcoin (recommended) or by cash bank transfer; Directors, Officers and Employees are excluded. The company reports VStock already held 60.3% of issued shares in book entry as of September 23, 2025, with 39.7% remaining at brokers.

The mechanics are straightforward: instruct a broker to DRS-transfer shares to VStock and remain on record in book entry from the Record Date through the Qualifying Date to qualify. Key dependencies include shareholders completing DRS transfers by November 28, 2025 and maintaining book-entry status for six months. Watch whether the company successfully contacts qualifying holders for Bitcoin wallet details and whether participation materially increases the book-entry percentage by the Qualifying Date; the indicative time horizon for observing outcomes is the six-month holding window ending on May 28, 2026.

SINGAPORE, Oct. 23, 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 it is offering shareholders who move their shares to book entry a $0.10 per share loyalty payment, payable in Bitcoin.

Roger Hamilton, CEO of Genius Group said “We have previously encouraged our long-term shareholders to maintain their shares in book entry with our transfer agent, VStock, in order to minimize the risk of their shares being lent to short sellers. We are delighted to now offer this loyalty bonus as an additional reward to our shareholders who choose to DRS their shares.”

The Company has reported that as a result of company buybacks, insider purchases of shares and actions of investors choosing to move their shares via the Direct Registration System (DRS) to book entry, VStock reported 60.3% of the Company’s issued shares in book entry, with 39.7% remaining at brokers as of September 23, 2025. With this Bitcoin Loyalty Payment, the Company anticipates the percent of the Company’s issued shares in book entry will increase further.

How shareholders can participate in the $0.10 per share loyalty bonus

Genius has set a record date and time of Friday, November 28, 2025 at 4.30pm (the “Record Date”), at which all shareholders who have their shares in book entry at the Company’s transfer agent, VStock, are eligible to qualify for the loyalty bonus.

To qualify for the loyalty bonus, shareholders must maintain their shares for six months in book entry, and all shareholders whose shares remain on record in book entry on May 28, 2026 at 4.30pm (the “Qualifying Date”) will automatically receive the loyalty bonus of $0.10 per share.

All eligible shareholders will be contacted prior to the Qualifying Date to provide their Bitcoin Wallet address or their Bank Account, and the loyalty bonus will be paid to all qualifying shareholders either in Bitcoin, which is the Company’s recommended payment method, or by cash bank transfer.

In addition, all shareholders of Entrepreneur Resorts Ltd (“ERL”) who are due Genius Group shares as part of the Company’s Asset Purchase Agreement with ERL (“ERL APA”), are also eligible for the Loyalty Payment. The shares related to the ERL APA are currently restricted for six months and held at VStock. All ERL shareholders will also be contacted prior to the release date of their shares and can opt to keep their shares in book entry until the Qualifying Date.

The loyalty bonus will not apply to Directors, Officers or Employees of the company.

How shareholders can move their shares to book entry

For shareholders who choose to move their shares to book entry by the Record Date of November 28, 2025 and qualify for the loyalty bonus, they can request their broker to transfer their shares via the Direct Registration System (DRS) to the Company’s transfer agent, Vstock, where they can be held in safekeeping by Vstock in book entry under the name of the shareholder, until the Qualifying Date of May 28, 2026.

Shareholders who choose to DRS transfer their shares can do so by instructing their Broker to transfer their shares under their name to Vstock Transfer via DRS, and the individual shareholder would contact their broker for details on how to facilitate this instruction.

For ease of reference, Vstock’s details are:
Company Name: Vstock Transfer LLC
Vstock DTC number: 7924
Website: https://www.vstocktransfer.com/
Webpage on DRS: https://www.vstocktransfer.com/drs-transfer
Contact details: https://www.vstocktransfer.com/contact

Whilst in book entry, shareholders’ shares cannot be lent out to third parties without the shareholder’s consent. The shares can also be transferred back to the shareholders’ respective brokers via DRS transfer, with the process both ways being simple and fast. However shares must be kept in book entry from the Record Date to the Qualifying Date in order to qualify for the loyalty bonus.

About Genius Group

Genius Group (NYSE: GNS) is an AI powered education group with a Bitcoin-first treasury, delivering education and acceleration solutions for the future of work. Genius Group serves six 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 Genius Group: investor@geniusgroup.ai

FAQ

What is the Genius Group (GNS) loyalty payment amount and currency?

Genius Group offers a $0.10 per share loyalty payment payable in Bitcoin or by cash bank transfer.

What are the Record Date and Qualifying Date for the GNS Bitcoin loyalty payment?

The Record Date is Nov 28, 2025 at 4:30 PM and the Qualifying Date is May 28, 2026 at 4:30 PM.

How long must GNS shareholders keep shares in book entry to qualify for the loyalty payment?

Shareholders must maintain their shares in book entry for six months from the Record Date to the Qualifying Date.

How do GNS shareholders move shares to book entry to qualify for the bonus?

Shareholders instruct their broker to transfer shares via DRS to VStock Transfer under the shareholder's name.

Are all Genius Group shareholders eligible for the Bitcoin loyalty payment?

All shareholders with shares in book entry by the Record Date may be eligible; Directors, officers and employees are excluded, and ERL-related shares held at VStock are eligible.

What percentage of GNS shares were in book entry before the loyalty payment offer?

VStock reported 60.3% of issued shares in book entry and 39.7% remaining at brokers as of Sep 23, 2025.