Genius Group Sets ERL Share Count Date for February 13, 2026

Rhea-AI Summary

Genius Group (NYSE: GNS) set a share count date of February 13, 2026 to resolve a large discrepancy tied to its 2023 ERL spin-off. The APA converts 16.7 million ERL shares into 50 million GNS shares. A DTCC/ broker discrepancy left 20.4 million GNS shares (40.9%) unallocated from the original August 31, 2023 count; the share count aims to identify owners and report findings.

16.7 million verified shares will be added to the Bitcoin Loyalty Payment Program, raising participation from 2.3M to 19.0M shares; shareholders may withdraw between Feb 13 and May 28, 2026.

Positive

• Share count date set for Feb 13, 2026
• 16.7M verified ERL shares will enter loyalty program
• Loyalty participation increases 726% to 19.0M GNS shares

Negative

• 20.4M GNS shares unallocated (40.9% of related shares)
• Two-year verification connected only 32% of broker-held shares
• Unaccounted shares may be held in ERL treasury, reducing float

News Market Reaction

-2.76%

1 alert

-2.76% News Effect

On the day this news was published, GNS declined 2.76%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Share discrepancy: 68% ERL APA distribution: 50,000,000 GNS shares Unaccounted GNS shares: 37,000,000 shares +5 more

8 metrics

Share discrepancy 68% Discrepancy between GNS shares reportedly held by brokers and verified holders at August 2023 spin-off

ERL APA distribution 50,000,000 GNS shares Total GNS shares to be distributed to ERL shareholders under Asset Purchase Agreement

Unaccounted GNS shares 37,000,000 shares GNS shares reportedly held by brokers but not verified at August 2023 spin-off share count

Unallocated ERL shares 6,814,979 ERL shares ERL shares corresponding to unaccounted broker-held GNS shares

Bitcoin loyalty bonus $0.10 per share Loyalty payment per qualifying GNS share, payable in Bitcoin or cash

Annualized loyalty return 32% Return implied by $0.10 bonus vs GNS share price of $0.63 on January 9, 2026

Loyalty program expansion 2.3M to 19.0M shares Increase in shares participating in Bitcoin Loyalty Payment Program after adding verified ERL-related shares

Share Count Date February 13, 2026 New share count date to resolve GNS share discrepancy and allocate ERL-related shares

Market Reality Check

Price: $0.5900 Vol: Volume 459,245 is 0.54x t...

low vol

$0.5900 Last Close

Volume Volume 459,245 is 0.54x the 20-day average of 850,324, indicating subdued pre-news activity. low

Technical Price 0.6347 is trading below the 200-day MA of 0.73, reflecting a pressured longer-term trend.

Peers on Argus

GNS slipped -0.98% while key education peers were mixed: SKIL gained 7.78%, AACG...

GNS slipped -0.98% while key education peers were mixed: SKIL gained 7.78%, AACG rose 1.8%, CHGG fell -2.55%, and others were flat to slightly positive. Moves do not show a unified sector direction, pointing to stock-specific dynamics around GNS’s share-count and loyalty program news.

Historical Context

5 past events · Latest: Jan 06 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 06	Project expansion	Positive	-0.7%	Expanded Genius City and Future School plans with higher target revenues and profits.
Dec 23	Acquisition	Positive	-4.3%	Acquisition of Lighthouse Studios to create Genius Studios as a content hub.
Dec 18	Dual listing step	Positive	+2.1%	Engaged DLA Piper to advance a proposed ASX dual listing via CDIs.
Dec 10	Share buyback	Positive	-1.4%	Fourth buyback of 1,000,000 shares returned to treasury under approved mandate.
Dec 04	Bitcoin treasury update	Positive	-5.8%	Increased Bitcoin holdings and realized $1.0M profit while reducing flexible-term debt.

Pattern Detected

Recent positive strategic and capital actions often met with negative next-day price reactions, with only the ASX dual-listing headline aligning positively.

Recent Company History

Over the last months, GNS reported multiple strategic steps, including Bitcoin treasury optimization, a 1,000,000-share buyback, progress toward an ASX dual listing, the Lighthouse Studios acquisition, and expanded Genius City plans targeting Year 3 revenue of $19.8M. Despite generally constructive narratives, four of five events saw negative 24-hour price reactions. Today’s focus on resolving a 68% share-count discrepancy and expanding the Bitcoin Loyalty Program fits this pattern of shareholder-structure initiatives.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-07-07

GNS has an active F-3 shelf filed on 2025-07-07, expiring 2028-07-07, with at least one reported usage via a 424B5. The shelf is currently marked as not effective in this context, limiting immediate use unless made effective.

Market Pulse Summary

This announcement details a new February 13, 2026 share-count date to address a reported 68% discrep...

Analysis

This announcement details a new February 13, 2026 share-count date to address a reported 68% discrepancy in GNS shares held at brokers and to finalize allocation of 50M GNS shares tied to ERL. It also expands the Bitcoin Loyalty Payment Program from 2.3M to 19.0M shares with a $0.10 per-share bonus. Investors may track updates on unaccounted shares, resulting float changes, and actual participation levels in the loyalty program.

Key Terms

asset purchase agreement, depository trust & clearing corporation, rule 144, stock transfer agent, +4 more

8 terms

asset purchase agreement financial

"related to Genius Group shares associated with the Company’s Asset Purchase Agreement (“APA”)"

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.

depository trust & clearing corporation regulatory

"according to the Depository Trust & Clearing Corporation (“DTCC”)"

A depository trust & clearing corporation is the central organization that records ownership of stocks and bonds, moves securities and money between buyers and sellers, and guarantees that trades are completed on time. Think of it as the post office and referee for the markets: it holds records, nets many trades into a single payment, and reduces the chance one side’s failure disrupts the entire system, which helps protect liquidity and investor confidence.

rule 144 regulatory

"has been holding the 50 million GNS shares in restricted form under Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

stock transfer agent financial

"in book entry form via its Stock Transfer Agent, Vstock Transfer LLC"

A stock transfer agent is a third-party firm that keeps the official list of who owns a company’s shares and handles changes when shares are bought, sold, lost or reissued. Think of it as the company’s record-keeper and mailroom combined: it makes sure dividends and shareholder communications reach the right people, processes share transfers and replacements, and supports voting and other corporate actions — all of which protect investors’ rights and ensure smooth trading.

drs technical

"shareholders who move their shares from their broker via DRS to book entry"

DRS (Direct Registration System) is a way for investors to hold company shares electronically in their own name on the company’s official records, rather than as a bare position in a brokerage account or as a paper certificate. It matters because it gives clearer proof of ownership, direct access to dividends and voting rights, and can reduce some custody fees—like keeping a house deed in your name instead of letting an agent hold it—though it may make quick trading slightly less convenient.

book entry technical

"move their shares from their broker via DRS to book entry form"

A book entry is an electronic record that shows who owns a share, bond or other financial asset without issuing a paper certificate, like keeping money in a bank account instead of carrying cash. It matters to investors because it makes buying, selling and proving ownership faster, cheaper and less risky—reducing lost or forged certificates and simplifying transfers and record-keeping for dividends, votes and tax reporting.

bitcoin wallet technical

"provide their Bitcoin Wallet address or their Bank Account"

A bitcoin wallet is a digital tool that stores the secret codes needed to access and move bitcoin on the blockchain; it does not hold coins like a bank account but holds the keys that prove ownership. For investors, the wallet is critical because whoever controls those keys controls the funds—security, backup, and custody choices determine the risk of loss, theft, or inability to trade, much like choosing a safe or a bank for cash.

treasury financial

"held in ERL’s treasury, effectively reducing the total share float"

The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.

AI-generated analysis. Not financial advice.

Share Count Exercise designed to resolve discrepancy on 68% of GNS shares reportedly held by brokers at time of ERL spinoff.

SINGAPORE, Jan. 12, 2026 (GLOBE NEWSWIRE) -- Genius Group Limited (NYSE American: GNS) (“Genius Group”, “GNS” or the “Company”), a leading AI-powered, Bitcoin-first education group, today announced that it has set a share count date for February 13, 2026, related to Genius Group shares associated with the Company’s Asset Purchase Agreement (“APA”) with Entrepreneur Resorts Ltd (“ERL”).

The Company believes that the Share Count will have a positive impact for current Genius Group shareholders and ERL shareholders for the following two reasons:

Resolution of the 68% discrepancy of GNS shares reportedly held by brokers according to the Depository Trust & Clearing Corporation (“DTCC”): Out of the total of 50 million GNS shares to be distributed to ERL shareholders as part of the APA, there is currently a significant discrepancy of 68% between the 54.4 million GNS shares reportedly held by brokers according to the DTCC at the time of the spin-off share count date in August 2023, and the 17.4 million GNS shares verified to be owned by Genius Group investors via brokers at the time of the spin-off share count date, with the remaining 37.0 million GNS shares currently unaccounted for. The Share Count Exercise is designed to resolve this discrepancy.

An increase of up to 726% participation in the Company’s Bitcoin Loyalty Payment Program: Out of the total of 50 million GNS shares to be distributed to ERL shareholders as part of the APA, there is currently 16.7 million shares whose ownership has been verified against GNS investors (excluding the Company and insiders). Following the Share Count Date of February 13, 2026, these 16.7 million shares are automatically being added to the Company’s Bitcoin Loyalty Payment Program, increasing the number of shares in the program by 726% from 2.3 million to 19.0 million GNS shares. Investors may voluntarily withdraw from the program and forfeit the $0.10 per share bonus at any time between February 13 to May 28, 2026, so the final number of qualifying shares may be lower by the end of May 2026 depending on withdrawals.

Details of 68% Share Discrepancy

In August 2023, Genius Group completed a court-approved spin-off of its subsidiary ERL, with shares of ERL being distributed on a pro-rata basis to all GNS shareholders at the time of the Share Count Date of August 31, 2023. The Company attempted a full share count at the time. The share count was intended to identify both the number of ERL shares to be distributed to each GNS shareholder as well as any discrepancy between GNS shares claimed to exist under the street name of brokers versus actual shares issued by the Company.

Whilst the distribution of ERL shares occurred, a full share count was not possible at the time as the Depository Trust & Clearing Corporation (DTCC), which provides clearing, settlement and trade reporting services with all brokers, was only able to provide a total amount of GNS shares with brokers but not the list of exact GNS shareholders and their GNS shareholdings with each broker.

As a result, ERL had to verify directly with all GNS shareholders what their GNS shareholdings were as of the share count date. ERL conducted this verification with the support of Upstream Exchange from August 2023 to August 2025. However, after two years of verification the Company has only been able to connect 32% of shares reportedly held by brokers to actual GNS shareholders.

Out of a total share count of 74.0 million issued shares of Genius Group at August 31, 2023, a total of 54.4 million GNS shares (accounting for 74% of the total share issuance) was reported to be held in broker accounts by investors via DTCC. These 54.4 million GNS shares should have converted to a total of 9.97 million ERL shares. However, as only 32% of GNS shares reportedly held by brokers have been verified, this has resulted in a total of 6.8 million ERL shares out of 16.7 million ERL shares (accounting for 40.9% of all ERL shares) remaining as unallocated.

As of January 9, 2026, the breakdown of ERL shares that qualify for GNS shares are:

ERL Shareholder	ERL Shares issued	GNS Shares to receive	%
Genius Group	749,969	2,249,907	4.5	%
Directors & Officers (Insiders)	3,524,128	10,572,384	21.1	%
Investors (Book Entry - Verified)	2,421,843	7,265,529	14.5	%
Investors (Brokers - Verified)	3,155,748	9,467,244	18.9	%
Discrepancy (Brokers – Unaccounted)	6,814,979	20,444,936	40.9	%
Total	16,666,667	50,000,000	100	%

In July 2025, Genius Group announced the Asset Purchase Agreement transaction with ERL by which the previously spun off ownership of ERL would return to Genius Group with all ERL shareholders receiving three GNS shares for each one ERL share, with a total of 16.7 million ERL shares converting to 50 million GNS shares.

Further to the completion of the APA, ERL has been holding the 50 million GNS shares in restricted form under Rule 144. Further to the Share Count Date of February 13, 2026, ERL will distribute all GNS shares, in book entry form via its Stock Transfer Agent, Vstock Transfer LLC (“Vstock”), to each verified ERL investor. Due to the current discrepancy, 40.9% of these GNS shares cannot be distributed as they have no verified owners, resulting in 20.4 million unallocated GNS shares.

By setting a new Share Count Date of February 13, 2026, the Company now seeks to resolve the discrepancy resulting from the August 2023 share count, and to identify the reasons for the discrepancy. The Company has formally informed the DTCC of the discrepancy and requested a full account of GNS shareholders and GNS shares held in order that the discrepancy can be resolved by that date.

Any investors who held GNS shares at the original Share Count date of August 31, 2023 and who has not claimed their shares through the Company’s verification process can still do so up until the Share Count date of February 13, 2026. If you believe you are one of these investors, complete the verification process by emailing investor@geniusgroup.ai with your details and broker statement from August 31, 2023.

Further to the Share Count date, the Company will report on its findings. Any remaining unaccounted GNS shares will be publicly reported and held in ERL’s treasury, effectively reducing the total share float of the Company available for trading on the open market.

Details of 726% Increase in the Bitcoin Loyalty Payment Program

On October 23, 2025, the Company announced a Bitcoin Loyalty Payment, offering a $0.10 per share loyalty bonus for shareholders who move their shares from their broker via DRS to book entry from, payable in Bitcoin.

To qualify for the loyalty bonus, shareholders were informed they must move their shares to book entry form by November 28, 2025 and maintain their shares for six months in book entry. All shareholders whose shares remained on record in book entry on May 28, 2026 at 4.30pm (the “Qualifying Date”) would automatically receive the loyalty bonus of $0.10 per share.

Based on the Company’s share price of $0.63 at market close on January 9, 2026, the $0.10 per share loyalty bonus is currently equivalent to an annualized 32% return.

At the time of the announcement, it was also announced that all shareholders of ERL were also eligible for the Loyalty Payment.

Subsequent to the Share Count Date of February 13, 2026, all verified shareholders will automatically receive the GNS shares due to them based on the 3 for 1 ratio of GNS shares to ERL shares in book entry at Vstock and these will be automatically entered into the Bitcoin Loyalty Payment Program. Shareholder simply need to maintain their shares in book entry until May 28, 2026 to automatically receive the loyalty bonus of $0.10 per share.

As a result, 16.7 million currently verified shares will be added to the program on February 14, 2026 (less any withdrawals), increasing by 726% the participating in the Bitcoin Loyalty Payment Program from 2.3 million to 19.0 million GNS shares. Investors may voluntarily withdraw from the program and forfeit the $0.10 per share bonus at any time between February 13 to May 28, 2026, so the final number of qualifying shares may be lower by the end of May 2026 depending on withdrawals.

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.

ERL Shareholders may opt out of the program at any time from February 14 to May 28, 2026 by simply emailing investor@geniusgroup.ai. The Company will be directly contacting all relevant shareholders on the process. For shareholders who opt out, the Company will notify vStock to DRS the relevant shares to the shareholders’ broker account, and the loyalty bonus will be forfeited.

Of the total of 50 million GNS shares related to the ERL APA, in addition to the 16.7 million shares to be distributed to verified shareholders, 2.2 million GNS shares are to be allocated to Genius Group as a shareholder of ERL, and 10.6 million GNS shares are to be allocated to insiders as shareholders of ERL. The 2.2 million GNS shares allocated to Genius Group will be returned to the Company’s treasury. The insiders that will receive the majority of the 10.6 million GNS shares for their shareholding in ERL have notified the Company that they intend to keep their shares in book entry form at Vstock.

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 is the Genius Group (GNS) share count date for the ERL APA?

The company set the share count date for February 13, 2026.

How many GNS shares are tied to the ERL asset purchase agreement?

The APA converts 16.7 million ERL shares into 50 million GNS shares at a 3-for-1 ratio.

How many GNS shares remain unallocated from the August 31, 2023 count?

20.4 million GNS shares (about 40.9%) are currently unaccounted for.

What change occurs to the Bitcoin Loyalty Payment Program after Feb 13, 2026?

16.7M verified shares will be added, increasing participating shares from 2.3M to 19.0M.

By when can shareholders withdraw from the loyalty program and forfeit the bonus?

Shareholders may opt out any time between Feb 13 and May 28, 2026.

What happens to any remaining unaccounted GNS shares after the share count?

Remaining unaccounted shares will be reported and held in ERL’s treasury, reducing the public float.