Genius Sports closes Legend deal, adds $825m loan

Genius Sports Limited has completed its acquisition of Legend, a global digital sports and gaming media network whose properties, including Covers.com, Casino.org and Casino Guru, generated 320 million annual visits from 118 million unique visitors in 2025.

Rhea-AI Filing Summary

Genius Sports Limited has completed its acquisition of Legend, a global digital sports and gaming media network whose properties, including Covers.com, Casino.org and Casino Guru, generated 320 million annual visits from 118 million unique visitors in 2025. Management expects the deal to be immediately accretive to Group Adjusted EBITDA margins and free cash flow conversion.

To support the transaction and broader liquidity, Genius arranged a new $825 million senior secured term loan and a $220 million senior secured revolving credit facility maturing on April 30, 2031. Term loans currently carry margins of 3.50% over Term SOFR and 2.50% over ABR, with step-downs tied to leverage. Sellers are subject to a six‑month lock‑up on any Genius shares received as consideration, helping stage potential stock sales post‑closing.

Insights

Equity analyst

Genius closes Legend deal, adds sizable long-term debt and integrates a large media audience base.

Genius Sports has closed its purchase of Legend, adding a scaled sports and gaming media network that logged 320 million visits from 118 million unique visitors in 2025. Management highlights expected immediate accretion to Adjusted EBITDA margins and free cash flow.

The company simultaneously put in place a $825 million senior secured term loan and a $220 million revolving credit facility maturing on April 30, 2031. These facilities are secured by substantially all Credit Parties’ assets and carry floating rates such as Term SOFR plus a 3.50% margin, introducing higher interest costs but extending maturity.

Selling shareholders are subject to a six‑month lock‑up on any share consideration, which may moderate near‑term selling pressure. Execution now shifts to integrating Legend’s operations and realizing the stated margin and cash flow benefits, with financial covenants on leverage and interest coverage providing ongoing discipline.

Key Figures

Term loan facility: $825 million Revolving credit facility: $220 million Term loan amortization: 1.25% per quarter +5 more

8 metrics

Term loan facility $825 million Senior secured term loan under Credit Agreement

Revolving credit facility $220 million Senior secured revolving credit facility capacity

Term loan amortization 1.25% per quarter Of original principal from quarter ending Dec 31, 2026

Initial Term SOFR margin 3.50% Margin over Term SOFR for term and revolving loans

Revolver commitment fee 0.35% annually Fee on undrawn revolving commitments, leverage-based step-downs

Legend annual visits 320 million Traffic to Legend properties in 2025

Legend unique visitors 118 million Annual unique visitors in 2025

Share lock-up period Six months Lock-up on each tranche of Consideration Stock

Key Terms

earn-out consideration, Lock-Up and Orderly Sell-Down Agreement, senior secured term loan facility, senior secured revolving credit facility, +2 more

6 terms

earn-out consideration financial

"The Buyer is also obligated to pay additional earn-out consideration, as and when required pursuant to the terms of the Agreement"

Earn-out consideration is money a buyer agrees to pay a seller after a takeover only if the acquired business meets specific future targets, such as revenue, profit, or product milestones. Think of it like a performance bonus that shifts some purchase price into the future; it matters to investors because it changes how much risk and potential value they should assign to a deal and can affect future cash flows, reported earnings, and ownership incentives.

Lock-Up and Orderly Sell-Down Agreement financial

"the Company, Buyer and the Seller Parties entered into a Lock-Up and Orderly Sell-Down Agreement"

senior secured term loan facility financial

"The Credit Agreement comprises a $825 million senior secured term loan facility"

A senior secured term loan facility is a type of borrowed money that a company takes out, which is backed by its valuable assets like property or equipment. Because it is secured by these assets and ranks higher in repayment priority, it is considered safer for lenders and typically offers lower interest rates. For investors, it provides a relatively stable and priority claim on the company's assets if it encounters financial difficulties.

senior secured revolving credit facility financial

"and a $220 million senior secured revolving credit facility"

A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.

maximum total net leverage ratio covenant financial

"The Credit Agreement also contains two financial covenants, a maximum total net leverage ratio covenant"

interest coverage ratio covenant financial

"and an interest coverage ratio covenant, which are tested quarterly"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Genius Sports (GENI) complete with Legend?

Genius Sports completed its acquisition of Legend, a global digital sports and gaming media network. Legend operates sites like Covers.com and Casino.org, adding substantial media reach and marketing technology to Genius’s existing official sports data and media operations.

How large is Legend’s audience added to Genius Sports (GENI)?

Legend generated 320 million annual visits from 118 million unique visitors in 2025. More than two-thirds of these users returned regularly, giving Genius Sports a sizeable, engaged audience base across its newly acquired digital sports and gaming media properties.

What new debt facilities did Genius Sports (GENI) secure?

Genius Sports entered a Credit Agreement including an $825 million senior secured term loan and a $220 million senior secured revolving credit facility. These loans are secured by substantially all Credit Parties’ assets and provide long-term funding capacity for the group.

When does Genius Sports’ new Credit Agreement mature and how is it repaid?

The Credit Agreement matures on April 30, 2031. Beginning with the fiscal quarter ending December 31, 2026, the term loan amortizes in equal quarterly installments of 1.25% of the original principal, with the remaining balance due at maturity, subject to any prepayments.

What interest margins apply to Genius Sports’ new credit facilities?

Interest on the new loans is set as a reference rate plus a margin, initially 3.50% for Term SOFR term and revolving loans and 2.50% for ABR loans. These margins can step down in three 25 basis point increments as specified leverage ratios are achieved.

Are Legend’s sellers restricted from immediately selling Genius Sports (GENI) shares?

Yes. Under a Lock-Up and Orderly Sell-Down Agreement, the seller parties face a six-month lock‑up on each tranche of Genius Consideration Stock. During that period, they generally cannot sell, pledge, lend or transfer these shares, subject to specified exceptions.

Will additional Genius Sports (GENI) shares be issued for the Legend acquisition?

The acquisition structure includes potential earn-out consideration payable under the Share Purchase Agreement. Any earn-out can be settled, at the buyer’s election, in cash or in Genius Sports ordinary shares, which would increase the total Consideration Stock issued over time.

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

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/01/2026 - 06:10 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the months of April and May, 2026

Commission file number 001-40352

Genius Sports Limited

(Translation of registrant’s name into English)

Genius Sports Group

1st Floor, 27 Soho Square

London, W1D-3QR

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Share Purchase Agreement

On April 30, 2026, Genius Sports Limited (the “Company” or “Genius”), Lion Bidco (Guernsey) Limited, a wholly-owned indirect subsidiary of Genius (the “Buyer”), Epos Capital Ltd (the “Seller”), Nicholas Kisberg (together with the Seller, the “Seller Parties”) and Zeal Ltd (“Legend”) consummated the previously announced acquisition by the Buyer of the entire issued share capital of Legend (the “Transaction”). Pursuant to the terms of the Share Purchase Agreement, dated February 5, 2026, between the Company, the Buyer, the Seller Parties and Legend (as may be amended from time to time, the “Agreement”), at the closing of the Transaction (the “Closing”) the Buyer paid to the Seller an aggregate consideration amount consisting of:

• $800,000,000 in cash, subject to certain customary adjustments related to cash, indebtedness and other debt-like items, working capital and phantom-based awards and options granted under the Zeal Ltd Global Long Term Incentive Plan; and

• 10,088,781 ordinary shares, par value $0.01 (“Ordinary Shares”), of the Company issued at the Closing, calculated using a volume weighted average share price of the Company’s shares as described in the Agreement (the “Completion Stock”).

The Buyer is also obligated to pay additional earn-out consideration, as and when required pursuant to the terms of the Agreement, as described in the Company’s Report on Form 6-K filed with the SEC on February 5, 2026 (File No. 001-40352). If additional earn-out consideration is payable, such consideration is payable, at the Buyer’s election, in cash or Ordinary Shares (such shares (if issued), together with the Completion Stock, the “Consideration Stock”).

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Lock-Up Agreement

Pursuant to the Agreement and concurrently with the Closing, the Company, Buyer and the Seller Parties entered into a Lock-Up and Orderly Sell-Down Agreement (the “Lock-Up Agreement”). Under the terms of the Lock-Up Agreement, the Seller Parties are subject to a lock-up with respect to the Consideration Stock, pursuant to which, subject to certain exceptions, the Seller Parties may not sell, pledge, lend or otherwise transfer the Consideration Stock for a duration of six-months from the date of issuance of each tranche of Consideration Stock.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of the Lock-Up Agreement, a copy of which is attached hereto as Exhibit 4.2 and incorporated herein by reference.

Financing

On April 30, 2026, Lion Topco (Guernsey) Limited, a wholly-owned subsidiary of Genius (“Holdings”) and Lion Jersey Financing LP Limited, a wholly-owned indirect subsidiary of Genius (the “Borrower”), entered into that certain Credit Agreement, by and among, Holdings, the Borrower, U.S. Bank National Association, as administrative agent and collateral agent (the “Administrative Agent”), Goldman Sachs Bank USA, Deutsche Bank AG New York Branch and Citizens Bank N.A., as joint lead arrangers and joint bookrunners, the other lenders from time to time party thereto, and the guarantors referred to therein (“Guarantors”, together with the Borrower, the “Credit Parties”) (the “Credit Agreement”).

The Credit Agreement comprises a $825 million senior secured term loan facility, a $220 million senior secured revolving credit facility and, subject to certain conditions, the capacity to incur additional incremental facilities. The financing arrangements are secured by substantially all of the Credit Parties’ assets (subject to customary exceptions).

The maturity date of the Credit Agreement is April 30, 2031. Commencing with the fiscal quarter ending December 31, 2026, the initial term loan facility will amortize in equal quarterly installments in an amount equal to 1.25% of the original principal amount of the initial term loan facility, with the balance payable on the maturity date. Interest accrues on loans under the Credit Agreement at a rate per annum equal to the sum of the applicable reference rate and the applicable margin. The applicable margin on the date of the Credit Agreement for (each of the following capitalized terms is a reference rate and is defined in the Credit Agreement) (i) Term SOFR term loans is 3.50%, (ii) ABR term loans is 2.50%, (iii) Term SOFR, EURIBOR and SONIA revolving loans, 3.50% and (iv) ABR revolving loans, 2.50%. In each case, the applicable margin is subject to three 25 basis points step downs based upon achieving certain leverage ratios and the delivery of certain financial statements under the Credit Agreement. Additionally, the Borrower is required to pay a commitment fee to each revolving credit facility lender at an annual rate of 0.35% which is subject to three 5 basis points step downs based upon achieving certain leverage ratios and the delivery of certain financial statements under the Credit Agreement.

The Credit Agreement includes voluntary and mandatory prepayment provisions, representations and warranties, affirmative and negative covenants, events of default and other customary terms for financings of this type. The affirmative covenants include among others (i) the delivery of financial statements, (ii) maintenance of insurance, (iii) payment of taxes and (iv) the preservation of existence. The negative covenants include, among others, restrictions on (i) indebtedness, (ii) liens, (iii) fundamental changes, (iv) sale of assets and (v) certain payments, in each case, subject to certain de minimis thresholds, exceptions and baskets. The Credit Agreement also contains two financial covenants, a maximum total net leverage ratio covenant and an interest coverage ratio covenant, which are tested quarterly. The events of default include among others (i) non-payment, (ii) breaches of representations and covenants, (iii) cross-defaults with respect to material indebtedness, (iv) certain bankruptcy or insolvency events, (v) material judgments and (vi) a change of control, with certain events of default subject to notice and cure periods.

The description above is only a summary of the material provisions of the Credit Agreement. A copy of the Credit Agreement will be filed with the Company’s Annual Report on Form 20-F for the year ending December 31, 2026.

Press Release

On May 1, 2026 the Company issued a press release announcing the Closing. A copy of the press release is attached hereto as Exhibit 99.1. Exhibit 99.1 to this report, furnished on Form 6-K, is furnished, not filed, and will not be incorporated by reference into any registration statement filed by the registrant under the Securities Act.

The information contained in this Form 6-K, but excluding Exhibit 99.1, is incorporated by reference into the Company’s registration statements on Form F-3 (No. 333-265466), Form F-3ASR (No. 333-279227) and Form S-8 (Nos. 333-264254, 333-266904, 333-269093, 333-285829 and 333-294381).

Forward-Looking Statements

This report contains forward-looking statements as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements, including but not limited to statements relating to the results of the combined company and the benefits from Transaction. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Although the Company believes that the forward-looking statements contained in this report are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: the outcome of any legal proceedings related to the Transaction or otherwise, including the risk of shareholder litigation in connection with the Transaction, including resulting expense; the ability of the combined company to successfully manage legal, tax and regulatory risks relating to the Transaction; difficulties and delays in integrating Legend’s business into that of the Company’s business; failing to fully realize anticipated cost savings and other anticipated benefits of the Transaction when expected or at all; business

disruptions from the Transaction that will harm the combined company’s business, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the completion of the Transaction; the ability of the combined company to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the long-term value of the Ordinary Shares of the Company following the Transaction, including the dilution caused by the Company’s issuance of additional shares as earn-out consideration; the continued availability of capital and financing following the Transaction; the effects of global economic, political, market, and social events or other conditions; risks related to our reliance on relationships with sports organizations and the potential loss of such relationships or failure to renew or expand existing relationships; fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians; risks related to changes in domestic and foreign laws and regulations or their interpretation; compliance with applicable data protection and privacy laws; pending litigation and investigations; the failure to protect or enforce our proprietary and intellectual property rights; claims for intellectual property infringement; our reliance on information technology; elevated interest rates and inflationary pressures, including fluctuating foreign currency and exchange rates; risks related to domestic and international political and macroeconomic uncertainty; and other factors included under the heading “Risk Factors” in its Annual Report on Form 20-F for the year ended December 31, 2025.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements contained in this report, or the documents or communications to which we refer readers in this report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.

EXHIBITS

Exhibit No.		Description
4.1		Share Purchase Agreement, dated February  5, 2026, between Genius Sports Limited, Lion Bidco (Guernsey) Limited, Epos Capital Ltd, Nicholas Kisberg and Zeal Ltd (incorporated by reference to Exhibit 4.15 of Genius Sports Limited’s Annual Report on 20-F (File No. 001-40352) filed with the U.S. Securities and Exchange Commission on March 17, 2026).
4.2		Lock-Up and Orderly Sell-Down Agreement, dated April  30, 2026, between Genius Sports Limited, Lion Bidco (Guernsey) Limited, Epos Capital Ltd, Nicholas Kisberg and Zeal Ltd.
99.1		Press Release, dated May 1, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				GENIUS SPORTS LIMITED
Date: May 1, 2026				By:		/s/ Mark Locke
				Name:		Mark Locke
				Title:		Chief Executive Officer

Exhibit 99.1

Genius Sports Announces Close of Acquisition of Legend

Continues to expect Acquisition to be immediately accretive to Group Adjusted EBITDA margins and Free Cash Flow conversion.

NEW YORK, US 1^st May 2026 – Genius Sports Limited (“Genius Sports”) (NYSE:GENI), a global leader in real-time sports data, today announced it has completed its previously announced acquisition of Legend, a global, digital sports and gaming media network.

Legend provides a scaled media platform, with world-class marketing technology powering owned and operated digital properties including Covers.com, Casino.org and Casino Guru. In 2025, Legend generated 320 million annual visits from 118 million unique visitors, with more than two-thirds returning on a regular basis.

With the acquisition of Legend, Genius Sports is uniquely positioned as the only company operating two synergistic businesses across official sports data, and media and advertising.

“Genius Sports has spent years building the data infrastructure behind modern sport. With Legend, we now extend that into the moment where fans choose to participate and act,” said Mark Locke, CEO of Genius Sports. “This combination not only strengthens our core sports business but also expands our ability to monetize new audiences in iGaming, increasing the economic value of our platform across both verticals and driving significant cash flow.”

Genius Sports plans to provide additional details and updates during its upcoming earnings call on Thursday, May 7, 2026.

ENDS

About Genius Sports

Genius Sports is the official data, technology and broadcast partner that powers the global sports, betting and media ecosystem. Our technology is used in over 150 countries worldwide, creating highly immersive products that enrich fan experiences across the entire sports industry.

We are the trusted partner to over 1,000 sports organizations, including many of the world’s largest leagues, teams, sportsbooks, brands and broadcasters, such as the NFL, English Premier League, NCAA, DraftKings, FanDuel, bet365, Coca-Cola, EA Sports, CBS, NBC and ESPN.

Genius Sports is uniquely positioned through AI, computer vision and big data to power the future of sports fan experiences. From delivering augmented broadcasts and enhanced highlights, to automated officiating tools, immersive betting solutions and personalized marketing activations, we connect the entire sports value chain from the rights holder all the way through to the fan.

Forward-Looking Statements

This press release contains forward-looking statements as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements, including but not limited to statements relating to the results of the combined company and the benefits from the Legend acquisition. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Although Genius Sports believes that the forward-looking statements contained in this press release are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: the outcome of any legal proceedings related to the acquisition or otherwise, including the risk of shareholder litigation in connection with the acquisition, including resulting expense; the ability of the combined company to successfully manage legal, tax and regulatory risks relating to the acquisition; difficulties and delays in integrating Legend’s business into that of Genius Sports’s business; failing to fully realize anticipated cost savings and other anticipated benefits of the acquisition when expected or at all; business disruptions from the acquisition that will harm the combined company’s business, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the completion of the acquisition; the ability of the combined company to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the long-term value of the ordinary shares of Genius Sports following the acquisition, including the dilution caused by Genius Sports’s issuance of additional shares as

earn-out consideration; the continued availability of capital and financing following the acquisition; the effects of global economic, political, market, and social events or other conditions; risks related to our reliance on relationships with sports organizations and the potential loss of such relationships or failure to renew or expand existing relationships; fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians; risks related to changes in domestic and foreign laws and regulations or their interpretation; compliance with applicable data protection and privacy laws; pending litigation and investigations; the failure to protect or enforce our proprietary and intellectual property rights; claims for intellectual property infringement; our reliance on information technology; elevated interest rates and inflationary pressures, including fluctuating foreign currency and exchange rates; risks related to domestic and international political and macroeconomic uncertainty; and other factors included under the heading “Risk Factors” in its Annual Report on Form 20-F for the year ended December 31, 2025.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Genius Sports undertakes no obligation to publicly update or revise any forward-looking statements contained in this press release, or the documents or communications to which we refer readers in this press release, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.

Contact

Media

George Smith, Head of Communications

+44 (0) 7375 087 125

george.smith@geniussports.com

Investors

Brandon Bukstel, Investor Relations Manager

+1 (954)-554-7932

brandon.bukstel@geniussports.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 11.2 KB

Other Documents

• EX-4.2 EX-4.2 23.3 KB