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 month of February, 2026
Commission
File Number: 001-41353
Genius
Group Limited
(Translation
of registrant’s name into English)
3
Temasek Avenue,
#18-01,
Centennial Tower,
Singapore
039190
(Address
of principal executive offices)
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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________.
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report
to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________.
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
Exhibit
Index
| Exhibit 99.1 |
|
Press Release dated February 19, 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
GROUP LIMITED |
| |
|
|
| Date:
February 19, 2026 |
|
|
| |
By: |
/s/
Roger Hamilton |
| |
Name: |
Roger
Hamilton |
| |
Title: |
Chief
Executive Officer |
| |
|
(Principal
Executive Officer) |
Exhibit 99.1

Genius
Group Releases AI Powered Education Plan
and
Financial Outlook for 2026
Company
expects 48% increase in annual revenue to $20-$22 million,
positive
adjusted EBITDA from operations of $1.5-$2.0 million in 2026
SINGAPORE,
February 19, 2026 - Genius Group Limited (NYSE American: GNS) (“Genius Group”, “GNS” or the “Company”),
a leading AI-powered, Bitcoin-first education group, today released its AI Powered Education Plan and Financial Outlook for 2026.
The
Company has organized its business units under three business units in 2026: Genius School, Genius Academy and Genius Resorts. All three
business units are expected to deliver operational profits in 2026, whilst the fourth business unit, Genius City, is under development
with a target completion date by the end of 2027.
The
Company expects a 48% increase in annual revenue to $20-$22 million from the $13.5 million in annual revenue in 2025, subject to final
audit. Based on its current plans the Company expects positive adjusted EBITDA from operations of $1.5-$2.0 million in 2026.
Genius
School, led by Genius School General Manager, Angie Stead, is expected to achieve profitable operations with forecast revenue of
over $6 million in 2026. Genius School delivers an AI Powered, Future School education from Preschool through to High School graduation,
preparing students for a fast-changing future. Genius School’s 2026 Plans include:
| |
● |
Profitable
growth of the Company’s Education Angels Preschool Program |
| |
● |
Profitable
growth of the Company’s ProEd Primary and Middle School Program |
| |
● |
Establishing
the Company’s ProEd High School Program as a leading Future School |
| |
● |
Growth
of the Company’s Genius Educator Certification for parents and teachers |
| |
● |
Expansion
of the Company’s Genie AI mentor for students and teachers |
| |
● |
Launch
of the Company’s Starlink-connected Future School Space Capsules |
Genius
Academy, led by Genius Academy General Manager, Chris Crofts, is also expected to achieve profitable operations with forecasted revenue
of over $6 million in 2026. Genius Academy delivers AI Powered, accelerated learning programs for adults in entrepreneurship, investing
and the ABCs of the Future (AI, Blockchain, Community). Genius Academy’s 2026 Plan includes:
| |
● |
Profitable
growth of the Company’s Property Investor Network courses and events |
| |
● |
Profitable
growth of the Company’s Entrepreneur Academy and Bitcoin Academy |
| |
● |
Expansion
of the Company’s Microcourses and Membership programs |
| |
● |
Growth
of the Company’s Bali-based AI Labs and Genius Masters Retreats |
| |
● |
Expansion
of the Company’s Genie AI mentor for investing and reskilling |
| |
● |
Launch
of Genius Studios’ AI Powered Educator Tools and Course Builders |
Genius
Resorts, led by Genius Resorts General Manager, Shaun Duenhofen, is expected to achieve profitable operations with forecast revenue
of over $8 million in 2026. Genius Resorts owns and manages resorts and beach clubs as learning centers for the Genius Community. Genius
Resorts’ 2026 Plan include:
| |
● |
Profitable
growth of the Company’s operating resorts and beach clubs |
| |
● |
Growth
of the Company’s Genius Calendar of camps, workshops and retreats |
| |
● |
Launch
of new locations including Genius Beach at Genius City, Bali |
| |
● |
Phase
One development of Genius City’s Living Hub, Learning Hub and Student Hub |
| |
● |
Expansion
of the Company’s high tech, high touch model via licensing globally |
Genius
Group’s CEO, Roger James Hamilton, said “We have begun 2026 with strong momentum and a clear focus towards profitable
growth. The continuing acceleration of AI has resulted in high demand for AI powered education to prepare children and reskill adults
for a rapidly changing future. We are looking forward to meeting this demand with our Genius curriculum and community.”
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/
Non-IFRS
Financial Measure and Definitions
We
have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our
core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans.
In particular, the exclusion of certain expenses in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons
of our core business.
We
calculate Adjusted EBITDA as net profit / loss for the period plus income taxes and social contribution plus / minus finance revenue
/expense result plus depreciation and amortization plus impairments plus revaluation adjustment of contingent liabilities plus share-based
compensation expenses plus bad debt provision.
Where
the terms “profit” or “profitable” are used in this press release with respect to business units or operations,
such terms refer to positive operating income at the business unit level before interest expense, taxes, depreciation and amortization,
and other non-operating items, unless otherwise expressly stated. These references do not necessarily indicate net profit under IFRS
at the consolidated Company level. All forward-looking statements regarding profitability are based on management’s current expectations
and assumptions and are subject to risks and uncertainties as described herein.
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