For purposes of this section, “we,” “our,” “us,” “Genius” and the “company” refer to Genius Sports Limited and all of its subsidiaries. The following discussion includes information that Genius’ management believes is relevant to an assessment and understanding of Genius’ consolidated results of operations and financial condition. The discussion should be read together with the historical audited annual consolidated financial statements of Genius Sports Limited and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2025 and 2024 and the related consolidated statements of operations, comprehensive loss, changes in shareholders’ equity and cash flows for the years ended December 31, 2025, 2024 and 2023, and the related notes thereto, included elsewhere in this Report. Genius’ actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Report. Certain amounts may not foot due to rounding. Overview Genius is a B2B provider of scalable, technology-led products and services to the sports, sports wagering and sports media industries. Genius is a fast-growing business with significant scale, distribution and an expanding addressable market and opportunity ahead. Genius’ mission is to be the operating system of modern sport, powering the global ecosystem that connects sports, betting and media with every fan around the globe. In doing so, Genius creates engaging and immersive fan experiences, advertising services, performance analysis tools and officiating solutions, while simultaneously providing sports leagues with essential technology and vital, sustainable revenue streams. Genius also sits at the heart of the global sports betting ecosystem. As of December 31, 2025, Genius has deep, critical relationships with over 400 sports leagues and federations, over 550 sportsbook brands and over 250 marketing customers (which includes some of the aforementioned sportsbook brands). Genius has a single operating segment that derives revenues from customers by providing access to Betting Content Technology, Content and Services, Media Technology Content and Services and Sports Technology and Services, and therefore has one reportable segment. On February 5, 2026, the Company entered into a definitive agreement to acquire Legend, a global, digital sports and gaming media network built to monetize attention, in a transaction valued at up to $1.2 billion, including $900 million payable at closing and an earnout of up to $300 million. The proposed acquisition is expected to close in the second quarter of 2026, subject to customary closing conditions. For more information, see Note 24 – Subsequent Events to the consolidated financial statements included in Item 18 of this Report. Business Model Genius is the official data, technology and broadcast partner that powers the global sports, betting and media ecosystem, and provides critical technology and services required to power the global ecosystem connecting sports, betting, and media. Genius has three principal products lines — Sports Technology and Services, Betting Technology, Content and Services, and Media Technology, Content and Services. All of Genius’ products are powered by proprietary technology and robust data infrastructure. See Item 4.B “Business Overview—Products and Business Model.” Genius’ Offerings Sports Technology and Services. Genius builds and supplies technology and services that underpin how sports leagues capture, distribute official data and video, as well as many additional products that optimize performance on and off the field. These include performance analysis software, semi-automated officiation technology, and competition management software We believe Genius’ technology has become essential to its partners’ operations, and it would be inefficient or unaffordable for most sports leagues to build similar technology themselves. In return for the provision of their essential technology, the sports leagues typically grant to Genius the official sports data and streaming rights to collect, distribute and monetize the official data or streaming content. Betting Technology, Content and Services. Genius builds and supplies data-driven technology that powers sportsbooks globally. Genius’ offerings include official data, outsourced bookmaking, trading/risk management services and a “watch and bet” product that is derived from its streaming partnerships with sports leagues. Media Technology, Content and Services. Genius builds and supplies technology, services and data that enables a wide range of partners to target, engage and/or acquire sports fans as their customers in a highly effective and cost-efficient manner. Key services include the creation, delivery and measurement of targeted, real-time advertising campaigns to sports fans, and broadcast augmentation which also enables advertising campaigns and branding to be integrated into the live broadcast. 47 Innovative, Proprietary Technology Tailored for Sports Genius has an organizational culture that values and encourages continual innovation. Genius’ technical teams have a deep understanding of sports, our customer’s needs for fan engagement, and the key data that drives value through the sports ecosystem. See Item 4.B “Business Overview—Genius Technology.” This deep understanding and Genius’ position at the core of the Sports, Betting, and Media ecosystem allows Genius to realize technical synergy between different sectors, as well-planned investment in one area can realize value across the ecosystem. Over the past decade, Genius has consistently been recognized as a leader in its field with a host of industry awards. See Item 4.B “Business Overview—Products and Business Model—Awards.” Genius’ research and development team is comprised of more than 500 employees that specialize in specific domains and technologies to meet customers’ existing needs and drive future innovation. For example, through its optical tracking system, Genius harnesses computer vision, machine learning, and AI to simultaneously monitor and compute every play within a sports game to capture billions of high-fidelity data points in real-time. Genius' data and AI platform, GeniusIQ, also enables the creation of 'mesh' tracking data. Mesh tracking data captures highly detailed data points for the entire surface areas of every player and ball. This facilitates the creation of ultra-rich 3D environments which in turn powers advanced performance analysis tools for sports teams and automated officiating technology for leagues. Genius' suite of performance analysis tools are used by every NBA team and the majority of EPL teams. This software automatically synchronizes event data, tracking data and multi-angle video to give coaches faster, high-dimension video analysis and more efficient workflows. In 2024, the Company's GeniusIQ-powered Semi-Automated Offside Technology (SAOT) was selected by the EPL as its chosen technology provider for officiating offside decisions. It has since been selected by top-tier global soccer organizations including the Belgian Pro League and Confederação Brasileira de Futebol (“CBF”) for its Brasileiro Série A and Copa do Brasil competitions. The system is built on the key principles of speed and precision to minimize breaks in the game and deliver accuracy for a better fan experience. Events under Official Sports Data and Streaming Rights Genius establishes long-term, mutually beneficial relationships with sports leagues, federations and teams that enable its partners to collect, organize and communicate data internally (e.g., for coaching analysis) or externally (e.g., for posting on fan-facing websites) and grant to Genius the rights to collect, distribute and monetize official sports data. Genius seeks to maintain an optimal portfolio of data rights, from high-profile, widely followed sports events, such as the EPL, the NFL, Serie A and other Tier 1 sports, to more specialized and less widely followed events, such as non-European soccer, non-US basketball, professional volleyball and other Tier 2 to 4 sports. This provides Genius with global breadth and depth of coverage across all sports tiers, time zones, and geographic locations. Data rights for Tier 1 sports, which include the most popular sports leagues, are typically acquired via formal tender processes and competitive bidding often resulting in high acquisition costs. For example, Genius’ UK soccer data rights contract, which runs through the end of the 2028–2029 season and NFL data rights contract, which runs through the end of the 2029 season, accounts for a majority of Genius’ third-party data rights fees. Genius believes that its inventory of selectively acquired Tier 1 data rights is important to establishing relationships with sportsbooks on beneficial terms. Data rights for lower tier sports are typically acquired through long-term agreements with the respective leagues in exchange for Genius’ technology and software solutions (and, occasionally, cash fees). These non-Tier 1 sports are typically smaller leagues that are less prominent at a global level, although often are highly popular in their local countries or regions and often have large, localized fan bases. Genius estimates that these sports comprise approximately 95% of the total volume of sporting events offered to sportsbooks. Genius’ events under official sports data and streaming rights form the backbone of its business model, and are a principal driver of revenue, particularly for the Betting Technology, Content and Services product line. Genius defines an “event” as a single sports match or competitive event. Genius’ rights to collect, distribute and monetize the data related to such events may be exclusive, co-exclusive (meaning that Genius shares collection, distribution, and monetization rights with one other company) or non-exclusive. 48 The following table presents Genius’ number of events under official sports data and streaming rights, and the portion thereof under exclusive rights, as of the dates indicated: December 31, 2025 2024 Events under official rights(1) 206,013 145,547 Of which, exclusive 119,915 115,057 (1)Genius had an additional 130,312 and 125,320 eSports events as of December 31, 2025 and 2024, respectively. Genius believes that data under official sports data and streaming rights is critical to sportsbooks, as only official data provides guaranteed access to the fast and reliable data necessary for in-game betting. To remain competitive, sportsbooks must be able to operate and provide customers with betting content around-the-clock, every single day of the year. This requires an extensive and broad portfolio of data and other content from Tier 1 and Tier 2–4 sports events. Events under exclusive rights give Genius an added commercial advantage over competitors and serve as a barrier of entry, making Genius an essential provider to its customers. Additionally, Genius collects, distributes, and monetizes data from additional sporting events where no official sports data and streaming rights have been granted or it is legally permissible to do so. Accordingly, the total number of events to which Genius delivers data to its customers in a given period may exceed its total inventory of events under official sports data and streaming rights. Long-Term Partnerships and Revenue Visibility Genius does more than serve its customers; it partners with them. Genius’ Sports Technology and Services offerings form the foundation of the sports leagues’ data ecosystem and fan engagement operations—meaning that they are deeply embedded and hard to displace. For example, Genius’ long-term NCAA LiveStats project enables schools and conferences across all three divisions to better capture and distribute richer, faster live game statistics, to power their websites, apps, coaching applications and enhance their media partners’ offerings. Similarly, Genius’ Betting Technology, Content and Services offerings are now essential to the operations of most sportsbooks and many B2B platform providers to sportsbooks. For example, Genius provides all the official data for the NFL and UK soccer competitions, including the EPL (along with a host of other soccer, basketball and volleyball competitions) to leading sportsbooks worldwide. By integrating its services into the customer’s environment, Genius’ technology is an essential, business critical component of its customers’ businesses. Genius has long-term contracts with over 550 sportsbook brands and B2B platform providers and has historically experienced very low customer churn. Genius’ sportsbook contracts are typically structured with guaranteed minimum payments throughout the life of the term (typically two to five years), providing for clear earnings visibility. Substantially all sportsbook contracts include a minimum fee mechanism, with upside based either on a percentage share of the customer’s Gross Gaming Revenue (“GGR”) or Net Gaming Revenue (“NGR”), or incremental per-event fees that apply once the contracted minimum number of events has been utilized. Approximately 60% of Genius’ fiscal 2025 revenue was related to contractual minimum revenue guarantees. The variable revenue components and other material terms in Genius’ sportsbook contracts (for example, geographic use limitations) provide a significant opportunity for growth. Government Regulations For information about the key Government regulations applicable to Genius and which might effect the Company’s operating results, see Item 4 “Government Regulations.” Factors Affecting Comparability of Financial Information Change in Functional Currency Due to the change in the primary economic environment in which the Company operates, the Company reassessed its functional currency in 2024. As a result, the Company determined that the functional currency of the Company changed from Pound Sterling (“GBP”) to United States Dollars (“USD”). The change in functional currency was accounted for prospectively from January 1, 2024, and the consolidated financial statements prior to and including the period ended December 31, 2023 were not restated for the change in functional currency. Transactions denominated in currencies other than the functional currency are measured and recorded in the functional currency at the exchange rate in effect on the date of the transactions. At each consolidated balance sheet date, monetary assets and liabilities denominated in currencies other than the functional currency are remeasured using the exchange rate in effect at that date. Non-monetary assets and liabilities and revenue and expense items denominated in foreign currencies are translated into the functional currency using the exchange rate 49 prevailing at the dates of the respective transactions. Any gains or losses arising on remeasurement are included in the consolidated statements of operations within gain (loss) on foreign currency. Warrant Consent Solicitation On January 20, 2023, the Company announced the successful completion of its offer to exercise and solicitation of consents relating to the Company’s outstanding public warrants (the “Warrant Consent Solicitation”). Holders of 6,834,987 public warrants elected to exercise their public warrants prior to the expiration date of the Warrant Consent Solicitation (including holders of 2,149,000 public warrants that elected to exercise such warrants on a cash basis), resulting in cash proceeds of $6.8 million. The remaining 833,293 public warrants were exercised automatically on a cashless basis. None of the Company’s public warrants remain outstanding and the warrants ceased trading on the NYSE as of January 20, 2023. The ordinary shares continue to be listed and trade on the NYSE under the symbol “GENI”. NFL License Agreement On April 1, 2021, the Company entered into a multi-year strategic partnership with NFL Enterprises LLC (“NFL”) (the “License Agreement”). On June 6, 2025, the Company extended the License Agreement through the end of the 2029 NFL season. Pursuant to the extended License Agreement, the Company issued the NFL an additional 9,500,000 warrants with each warrant entitling the NFL to purchase one ordinary share of the Company for an exercise price of $0.01 per warrant share. Of such additional warrants, 4,500,000 warrants vested on June 10, 2025 and 5,000,000 will vest on April 1, 2028, unless delayed at the sole discretion of the NFL to no later than August 2, 2029. Seasonality Genius’ products and services cover the entire sporting calendar, which from a global perspective is year-round. On the other hand, the relative importance of different sporting events varies based on the geographic locations in which Genius’ customers operate. Accordingly, Genius’ operations are subject to seasonal fluctuations that may result in revenue and cash flow volatility between fiscal quarters. For example, Genius’ revenue is typically impacted by the European soccer season calendars and the NFL season. Genius’ revenue trends may also be affected by the scheduling of major sporting events such as the FIFA World Cup or the cancellation or postponement of sporting events and races. Foreign Exchange Exposure Genius’ results of operations between periods are affected by changes in foreign currency exchange rates. Genius’ assets and liabilities and results of operations are translated from each subsidiary’s functional currency into its reporting currency, the US Dollar (“USD”), using the average exchange rate during the relevant period for income and expense items and the period-end exchange rate for assets and liabilities. The effect of translating Genius’ subsidiaries’ functional currency amounts into USD is reported in accumulated other comprehensive income within shareholders’ equity but is not reported in Genius’ consolidated statements of operations. However, changes in exchange rates between periods directly impact the amount of revenue and expense reported by Genius, and its results of operations between periods may not be comparable. Genius estimates that a hypothetical 10% appreciation of the USD against Genius’ major currencies would have resulted in a $33.7 million, $27.6 million and $23.6 million decrease in reported revenue for the years ended December 31, 2025, 2024 and 2023, respectively. In addition, Genius is a global business that transacts with customers and vendors worldwide and makes and receives payments in several different currencies, and from time to time may also engage in intercompany transfers to and from its subsidiaries. Genius re-measures amounts payable on transactions denominated in currencies other than USD into USD and records the relevant gain or loss, which occurs due to timing differences between recognition of a transaction on the consolidated statements of operations and the related payment, under the consolidated statements of operations caption “gain (loss) on foreign currency.” Genius does not hedge its foreign currency translation or transaction exposure, though it may do so in the future. 50 Key Factors Affecting Genius’ Performance Genius’ financial position and results of operations depend to a significant extent on the following factors: Ability to Acquire and Profitably Monetize Data Rights Genius grows its business by acquiring new data rights and, in turn, selling the data and its other value-added services to sportsbooks. Genius’ data rights, and its ability to collect, distribute and monetize official sports data, are typically limited to the duration of the contract with the relevant sports organization. Accordingly, Genius’ growth prospects are impacted by its ability to obtain, retain and expand relationships with sports organizations on commercially viable terms. To date, Genius has been able to secure data rights to non-Tier 1 sports at a relatively low cost. If data rights to more sports become subject to competitive bidding (as Tier 1 sports are today), then the cost of acquiring data rights may increase and, conversely, Genius’ ability to successfully acquire such rights on commercially reasonable terms (or at all) may be diminished. Genius is also able to monetize a significant number of events to which it has no official sports data and streaming rights because the collection of such data for such events is not subject to legal or contractual restrictions. If such events were to become subject to data use limitations, Genius may be required to incur higher data rights costs and/or secure data rights to fewer events, either of which could adversely impact its financial performance. Genius seeks to mitigate these risks through long-term mutually beneficial partnership agreements that embed indispensable technology within a sports league’s infrastructure in exchange for the grant of exclusive rights to collect, distribute and monetize official data and/or streaming content. Industry Trends and Competitive Landscape Genius operates within the global sports betting industry. H2 Gambling Capital projects that the industry’s GGR will grow from $123 billion in 2025 to $186 billion by 2030. See Item 4.B “Business Overview—The Sports Betting Industry and Genius’ Opportunity.” Genius believes its industry-leading product offerings, strong technology platform, data integrity and established brand make it a partner of choice for many professional sports organizations and sportsbooks. Despite uncertainties related to future costs of acquiring official or exclusive rights to sports data, Genius believes that substantial barriers to entry are likely to favor its business model. Genius’ bespoke technology, developed over time specifically for (and embedded within the operating environment of) its sports league partners, would be difficult for most competitors to replicate. Genius’ growth prospects also depend in part on continuing legalization of sports betting across the globe, for example in the US. As of year-end 2025, 40 US states, including Washington, DC for these purposes, have passed measures to legalize sports betting, of which 40 states have launched active sports betting industries with 31 states allowing mobile sports betting. This trend is expected to continue. H2 Gambling Capital projects that the US sports betting market will generate an estimated $35 billion in GGR in 2030, up from an estimated $19 billion in 2025. Genius is permitted to supply its services in 35 US states, provinces and territories in North America and intends to obtain licenses in other states as the legalization trend continues. Genius’ core European market is also expected to grow, as certain countries remain in the early stages of liberalization and proliferation of sports betting. H2 Gambling Capital projects that the European sports betting market will generate an estimated $67 billion in GGR in 2030 up from an estimated $46 billion in 2025. The process of securing the necessary licenses or partnerships to operate in any given jurisdiction may cost more and/or take longer than Genius anticipates. Further, legislative or regulatory restrictions, the cost of data rights to sports that are popular in a certain region, and betting and other taxes may make it less attractive or more difficult for Genius to successfully do business in a particular jurisdiction. Genius operates within the growing sports advertising market and believes that there is an opportunity to significantly grow its TAM as it expands into the sports advertising market. Digital ad spend passed $700 billion in 2025, and global spend on live, contextual sports advertising continues to grow. This growing investment in sports advertising creates an opportunity to expand Genius Sports’ total addressable market by providing technology that supports the planning, activation and measurement of live, contextual sports advertising across digital channels. 51 Revenue Genius generates revenue primarily through delivery of products and services to customers in connection with the following major product lines: Betting Technology, Content and Services, Media Technology, Content and Services, and Sports Technology and Services. The following table shows Genius’ revenue split by product line, for the periods indicated: Year Ended December 31, 2025 2024 2023 (dollars, in thousands) Revenue by Product Line Betting Technology, Content and Services $ 471,531 $ 354,856 $ 274,235 Media Technology, Content and Services 144,463 105,313 91,605 Sports Technology and Services 53,495 50,725 47,137 Total Revenue $ 669,489 $ 510,894 $ 412,977 Betting Technology, Content and Services — revenue is primarily generated through the delivery of official sports data for in-game and pre-match betting and outsourced bookmaking services through the Genius’ proprietary sportsbook platform. Customers access Genius’ sportsbook platform and associated services through the cloud over the contract term. Customer contracts are typically either on (i) a “fixed” basis, requiring customers to pay a guaranteed minimum recurring fee for a specified number of events, with incremental per-event fees thereafter or (ii) a “variable” basis, based on a percentage share of the customer’s Gross Gaming Revenue (“GGR”) or Net Gaming Revenue (“NGR”), typically with minimum payment guarantees. GGR represents the difference between the amount of money players wager and the amount that they win. NGR is jurisdiction specific but generally represents GGR after deducting expenses such as bonuses or promotion incentives granted to players, taxes or duty paid. Depending on the agreement the Company uses GGR or NGR to determine the amounts customers owe the Company. GGR is generally used by the gambling and betting industry to measure the industry’s growth, market size, and opportunities. Minimum guarantee amounts are generally recognized over the life of the contract on a straight-line basis, while generally variable fees based on profit sharing and per event overage fees are recognized as earned. Genius believes that its minimum payment guarantees provide for enhanced revenue visibility while the variable component of its contracts benefits Genius as its partners grow. Media Technology, Content and Services — revenue is primarily generated from providing data-driven performance marketing technology and services, including personalized online marketing campaigns, to sportsbooks, sports leagues and federations, along with other global brands in the sports ecosystem. Genius typically offers its solutions on a fixed fee basis, which is generally prepaid by customers. Revenue is generally recognized over time as the services are performed using an input method based on costs to secure advertising space. Genius also provides customers with data driven video marketing capabilities, and a suite of technology solutions for digital fan engagement products and free-to-play games. Customers subscribe or access these products through hosted service over the contractual term in exchange for a fixed annual fee, subject to certain variable components. Sports Technology and Services — revenue is primarily generated through the delivery of technology that enables sports leagues and federations to capture, manage and distribute their official sports data, along with other tools and services, including software updates and technical support. These software solutions are tailored for specific sports. In some instances, Genius receives noncash consideration in the form of official sports data and streaming rights, along with other rights, in exchange for these services, particularly to non-Tier 1 sports organizations. The Company expenses the data and streaming rights in costs of revenue as “data and streaming rights,” which fully offsets the revenue recognized from the noncash consideration (i.e., the official sports leagues data and streaming rights) in the Sports Technology and Services agreements. Because there is not a readily determinable fair value for these unique data rights, Genius estimates the fair value of noncash consideration based on the standalone selling price of the services promised to customers. Revenue is recognized either ratably over the contract term or as the services are provided, by event or season, depending on the nature of the underlying promised product or service. Genius also provides sports teams and leagues with player tracking systems that capture and produce fast and accurate location data used to power new ways to understand, evaluate, improve and create content for their game, enhanced data analytics programs and real-time video augmentation services. Depending on the nature of the underlying product or service, revenue is recognized ratably over the contract term or recognized over time using an output method based on deliverables to the customer. Costs and Expenses Cost of revenue. Genius’ cost of revenue includes costs related to (i) amortization of intangible assets, mainly related to Genius’ capitalized internally developed software and acquired intangibles, (ii) fees for third-party data and streaming rights under executory contracts, including stock-based compensation for non-employees, (iii) data collection and production, third-party server and bandwidth and outsourced bookmaking, (iv) advertising costs directly associated with Genius’ Media Technology, Content and Services offerings, and (v) stock-based compensation for employees (including related employer payroll taxes). Genius believes that its cost of revenue is highly scalable and can be leveraged over the longer term. While key components of cost of revenue, such as server and bandwidth costs and personnel costs related to revenue-generating activities, are variable, Genius expects them to 52 grow at a slower pace than revenue. Other key costs, such as third-party data including those related to Genius’ EPL and NFL contracts, are typically fixed. Sales and marketing. Sales and marketing expenses consist primarily of sales personnel costs, including compensation, stock-based compensation for employees (including related employer payroll taxes), commissions and benefits, amortization of costs to obtain a contract associated with capitalized commissions costs, event attendance, event sponsorships, marketing subscriptions, and facility costs. Research and development. Research and development (“R&D”) expenses consist primarily of costs incurred for the development of new products related to Genius’ platform and services, as well as improving existing products and services. The costs incurred included related personnel salaries and benefits, stock-based compensation for employees (including related employer payroll taxes), travel and accommodation costs, facility costs, server and bandwidth costs, and amortization of production software costs. R&D expenses can be volatile between periods, as Genius capitalizes a significant portion of its internally developed software costs, in periods where a product completes the preliminary project stage, and it is probable the project will be completed and performed as intended. Capitalized internally developed software costs are typically amortized in cost of revenue. General and administrative. General and administrative expenses consist primarily of administrative personnel costs, including executive salaries, bonuses and benefits, stock-based compensation for employees (including related employer payroll taxes), professional services (including legal, regulatory and audit), subscriptions and software licenses and facility costs. Transaction expenses. Transaction expenses consist primarily of advisory, legal, accounting, valuation, and other professional or consulting fees in connection with Genius’ corporate development activities. Direct and indirect transaction expenses in a business combination are expensed as incurred when the service is received. Interest (expense) income, net. Interest expense consists primarily of interest on the Credit Agreement and accretion of obligations related to other intangible assets. Interest income consists primarily of interest on cash balances. Gain (loss) on fair value remeasurement of contingent consideration. Gain (loss) on fair value remeasurement of contingent consideration represents the change in fair value of contingent consideration liabilities related to historical acquisitions. Contingent consideration liabilities are revalued at each reporting period. Change in fair value of derivative warrant liabilities. Change in fair value of derivative warrant liabilities represents the change in fair value of public warrant liabilities assumed as part of the Business Combination. The outstanding public warrants were exercised in full in January 2023. Loss on abandonment of assets relates to the derecognition of unused prepaid expenses. Income tax benefit (expense). Genius accounts for income taxes using the asset and liability method whereby deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. The provision for income taxes reflects income earned and taxed, mainly in jurisdictions outside the UK. See Note 19 – Income Taxes, to Genius’ consolidated financial statements included in Item 18 of this Report. Gain from equity method investment. Gain from equity method investment represents the Company’s proportionate share of net earnings or losses recognized from the Company’s equity method investments. 53 Non-GAAP Financial Measures This Report includes certain non-GAAP financial measures. Adjusted EBITDA Genius presents Adjusted EBITDA, a non-GAAP performance measure, to supplement its results presented in accordance with US GAAP. Adjusted EBITDA is defined as earnings before interest, income tax, depreciation and amortization and other items that are unusual or not related to Genius’ revenue-generating operations, including but not limited to stock-based compensation expense (including related employer payroll taxes), litigation and related costs, transaction expenses and gain or loss on foreign currency. Adjusted EBITDA is used by management to evaluate Genius’ core operating performance on a comparable basis and to make strategic decisions. Genius believes Adjusted EBITDA is useful to investors for the same reasons as well as in evaluating Genius’ operating performance against competitors, which commonly disclose similar performance measures. However, Genius’ calculation of Adjusted EBITDA may not be comparable to other similarly titled performance measures of other companies. Adjusted EBITDA is not intended to be a substitute for any US GAAP financial measure. The following table presents a reconciliation of Genius’ Adjusted EBITDA to the most directly comparable US GAAP financial performance measure, which is net loss for the periods indicated: Year Ended December 31, 2025 2024 2023 (dollars, in thousands) Net loss $ (111,581 ) $ (63,040 ) $ (85,534 ) Adjusted for: Net, interest expense (income) 6 (921 ) (1,953 ) Income tax (benefit) expense (2,496 ) 509 5,340 Amortization of acquired intangibles (1) 9,453 24,136 40,476 Other depreciation and amortization (2) 62,492 49,716 37,841 Stock-based compensation (3) 160,493 55,657 35,462 Transaction expenses 9,949 2,246 2,494 Litigation and related costs (4) 36,786 7,575 2,289 Change in fair value of derivative warrant liabilities — — 534 Loss (gain) on fair value remeasurement of contingent consideration — (1,024 ) 2,919 Loss on abandonment of assets — — 11,226 (Gain) loss on foreign currency (33,567 ) 9,519 (3,875 ) Other (5) 4,714 1,366 6,126 Adjusted EBITDA $ 136,249 $ 85,739 $ 53,345 (1)Includes amortization of intangible assets generated through business acquisitions (inclusive of amortization for marketing products, acquired technology, and historical data rights related to the acquisition of a majority interest in Genius in 2018). (2)Includes depreciation of Genius’ property and equipment, amortization of contract costs, and amortization of internally developed software and other intangible assets. Excludes amortization of intangible assets generated through business acquisitions. (3)Includes restricted shares, stock options, equity-settled restricted share units, cash-settled restricted share units and equity-settled performance-based restricted share units granted to employees and directors (including related employer payroll taxes) and equity-classified non-employee awards issued to suppliers. (4)Includes litigation and related costs incurred by the Company relating to discrete and non-routine legal proceedings that are not part of the normal operations of the Company’s business. For the year ended December 31, 2025, legal proceedings included Sportscastr litigation, dMY litigation, and Volleystation litigation (as described in Note 21 – Commitments and Contingencies to the consolidated financial statements included in Item 18 of this Report). For the year ended December 31, 2024, legal proceedings included Sportscastr litigation, dMY litigation, and Spirable litigation (as described in Item 3.D “Risks Related to Legal Matters and Regulations” of the 2024 20-F). For the year ended December 31, 2023, legal proceedings included Sportradar and BetConstruct litigation (as described in Item 3.D “Risks Related to Legal Matters and Regulations” of the 2022 20-F). All other legal proceedings are expensed as part of our on-going operations and included in general and administrative expenses. (5)Includes severance costs and non-recurring compensation payments, one-time marketing costs, loss on impairment of property leases, professional fees for finance transformation project, gain/loss on disposal of assets, and expenses incurred related to earn-out payments on historical acquisitions. 54 A.Operating Results Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 The following table summarizes Genius’ consolidated results of operations for the periods indicated. Year Ended December 31, Variance 2025 2024 In dollars In% (dollars, in thousands) Revenue $ 669,489 $ 510,894 $ 158,595 31 % Cost of revenue(1) 515,647 382,187 133,460 35 % Gross profit 153,842 128,707 25,135 20 % Operating expenses: Sales and marketing(1) 56,162 37,411 18,751 50 % Research and development(1) 31,087 24,576 6,511 26 % General and administrative(1) 207,972 123,011 84,961 69 % Transaction expenses 9,949 2,246 7,703 343 % Total operating expense 305,170 187,244 117,926 63 % Loss from operations (151,328 ) (58,537 ) (92,791 ) (159 )% Interest (expense) income, net (6 ) 921 (927 ) (101 )% Gain (loss) on disposal of assets 33 (147 ) 180 122 % Gain on fair value remeasurement of contingent consideration — 1,024 (1,024 ) (100 )% Gain (loss) on foreign currency 33,567 (9,519 ) 43,086 453 % Total other income (expense) 33,594 (7,721 ) 41,315 535 % Loss before income taxes (117,734 ) (66,258 ) (51,476 ) (78 )% Income tax benefit (expense) 2,496 (509 ) 3,005 590 % Gain from equity method investment 3,657 3,727 (70 ) (2 )% Net loss $ (111,581 ) $ (63,040 ) $ (48,541 ) (77 )% (1)Includes stock-based compensation (including related employer payroll taxes) as follows: Year Ended December 31, Variance 2025 2024 In dollars In% (dollars, in thousands) Cost of revenue $ 52,626 $ 618 $ 52,008 8,416 % Sales and marketing 9,734 4,379 5,355 122 % Research and development 10,812 6,247 4,565 73 % General and administrative 87,321 44,413 42,908 97 % Total stock-based compensation $ 160,493 $ 55,657 $ 104,836 188 % Revenue Revenue was $669.5 million for the year ended December 31, 2025 compared to $510.9 million for the year ended December 31, 2024. Revenue increased $158.6 million, or 31%. Betting Technology, Content and Services revenue increased $116.7 million, or 33%, to $471.5 million for the year ended December 31, 2025 from $354.9 million for the year ended December 31, 2024. Growth in business with existing customers as a result of price increases on contract renewals and renegotiations powered by Genius’ official data rights strategy, expansion of value-add services, growth and expansion in existing markets, and new service offerings contributed $99.5 million to the increase, while another $17.1 million was attributable to new customer acquisitions. Media Technology, Content and Services revenue increased $39.2 million, or 37%, to $144.5 million for the year ended December 31, 2025 from $105.3 million for the year ended December 31, 2024, driven by growth in the Americas region, primarily for programmatic advertising services. 55 Sports Technology and Services revenue increased $2.8 million, or 5%, to $53.5 million for the year ended December 31, 2025 from $50.7 million for the year ended December 31, 2024, primarily driven by an increase in sales of products built on GeniusIQ technology and expansion of services, including data feeds for brands and leagues. Revenue for contracts where Genius receives non-cash consideration in the form of official sports data and streaming rights was $15.5 million in the year ended December 31, 2025 compared to $15.9 million in the year ended December 31, 2024. Cost of revenue Cost of revenue was $515.6 million for the year ended December 31, 2025, compared to $382.2 million for the year ended December 31, 2024. The $133.5 million increase in cost of revenue includes a $52.3 million increase in non-employee stock-based compensation and a $0.3 million decrease in stock-based compensation in relation to equity awards issued to management and employees. The remaining increase of $81.4 million was primarily driven by higher fees paid for data rights, media direct costs and increased amortization of internally developed software costs, partially offset by lower other depreciation and amortization. Data and streaming rights costs were $246.5 million for the year ended December 31, 2025, compared to $188.1 million for the year ended December 31, 2024. The $58.5 million increase was driven primarily by Genius’ official data rights strategy. Media direct costs were $76.3 million for the year ended December 31, 2025, compared to $55.2 million for the year ended December 31, 2024. The $21.1 million increase was driven by higher programmatic media revenues. Amortization of capitalized software development costs was $49.7 million for the year ended December 31, 2025, compared to $41.9 million for the year ended December 31, 2024. This increase is driven primarily by Genius’ continued investment in new product offerings resulting in increased capitalization of internally developed software costs. Other amortization and depreciation was $18.5 million for the year ended December 31, 2025, compared to $28.4 million for the year ended December 31, 2024. The decrease was due to certain historically acquired intangible assets being fully amortized during the second and third quarter of fiscal year 2024. Sales and marketing Sales and marketing expenses were $56.2 million for the year ended December 31, 2025, compared to $37.4 million for the year ended December 31, 2024. The $18.8 million increase includes a $5.4 million increase in stock-based compensation related to equity awards issued to management and employees. The remaining increase of $13.4 million was primarily driven by higher staff and overhead costs. Research and development Research and development expenses were $31.1 million for the year ended December 31, 2025, compared to $24.6 million for the year ended December 31, 2024. The $6.5 million increase includes a $4.6 million increase in stock-based compensation related to equity awards issued to management and employees. The remaining increase was $1.9 million due to higher cloud infrastructure spend and overheads. General and administrative General and administrative expenses were $208.0 million for the year ended December 31, 2025, compared to $123.0 million for the year ended December 31, 2024. The $85.0 million increase includes a $42.9 million increase in stock-based compensation related to equity awards issued to management and employees, and a $29.2 million increase in litigation and related costs. The remaining increase of $12.9 million was driven by higher corporate overheads and staff costs. Transaction expenses Transaction expenses were $9.9 million for the year ended December 31, 2025 and $2.2 million for the year ended December 31, 2024. Transaction expenses in the year ended December 31, 2025 related primarily to corporate transactions, including M&A activity. Transaction expenses in the year ended December 31, 2024 related primarily to the Credit Agreement. See Note 12 – Debt, to Genius’ consolidated financial statements included in Item 18 of this Report for further discussion of the Credit Agreement. Interest (expense) income, net Interest expense, net was less than $0.1 million for the year ended December 31, 2025, compared to interest income, net of $0.9 million for the year ended December 31, 2024. The net interest expense for the year ended December 31, 2025 was primarily due to interest expense on the accretion of liabilities related to other intangible assets, partially offset by interest income on cash balances. 56 Gain on fair value remeasurement of contingent consideration Genius recorded a gain of $1.0 million for the year ended December 31, 2024, related to historical acquisitions. Gain (loss) on foreign currency Genius recorded a foreign currency gain of $33.6 million and a foreign currency loss of $9.5 million for the year ended December 31, 2025 and 2024, respectively, mainly due to movements in exchange rates other than the functional currency of Genius’ main operating entities during those periods. Income tax benefit (expense) Income tax benefit was $2.5 million for the year ended December 31, 2025 and income tax expense was $0.5 million for the year ended December 31, 2024. The change to income tax benefit was primarily due to deferred tax recognition in the United Kingdom. Gain from equity method investment Gain from equity method investment was $3.7 million for the year ended December 31, 2025 and 2024, due to Genius' share of profits from its equity investment in CFL Ventures. See Note 10 – Investments, to Genius’ consolidated financial statements included in Item 18 of this Report for further discussion of Genius’ investment in the Canadian Football League (“CFL”) Ventures. Net loss Net loss was $111.6 million and net loss was $63.0 million for the year ended December 31, 2025 and 2024, respectively. Comparison of 2024 to 2023 For the comparison of 2024 to 2023, refer to Part I, Item 5 “Operating and Financial Review and Prospects” of our Annual Report on Form 20-F for the year ended December 31, 2024. B.Liquidity and Capital Resources Genius measures liquidity in terms of its ability to fund the cash requirements of its business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations and other sources of funding. Genius’ current working capital needs relate mainly to launching its product offerings and acquiring new data rights in new geographies, as well as compensation and benefits of its employees. Genius’ recurring capital expenditures consist primarily of internally developed software costs and property and equipment (such as leasehold improvements, IT equipment, stadium equipment, and furniture and fixtures). Genius’ ability to expand and grow its business will depend on many factors, including its working capital needs and the evolution of its operating cash flows. Genius believes that its cash on hand, in addition to amounts available under the Credit Agreement, will be sufficient to meet its working capital and capital expenditure requirements for the next twelve months. However, Genius cannot guarantee that its available cash resources will be sufficient to meet its liquidity needs in the future. Genius may need additional cash resources due to changed business conditions or other developments, including unanticipated regulatory developments, significant acquisitions or competitive pressures. To the extent that its current resources are insufficient to satisfy its cash requirements, Genius may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than expected, Genius may be forced to decrease its level of investment in new product launches and related marketing initiatives or to scale back its existing operations, which could have an adverse impact on its business and financial prospects. Share Repurchase Program On May 1, 2025, the Board of Directors approved a share repurchase program to repurchase up to $100.0 million of ordinary shares of the Company. The timing and actual number of shares repurchased depends on a variety of factors, including price, general business and market conditions, and alternative investment opportunities, and is subject to the resolution of the shareholders adopted at the Company's Annual General Meeting on December 12, 2024, and reaffirmed at the Company's Annual General Meeting on December 10, 2025, regarding the conditions for share repurchases and any subsequent shareholder resolutions regarding the Company’s repurchase of its shares. The share repurchase program does not obligate the Company to acquire any particular amount of ordinary shares, and the share repurchase program may be suspended or discontinued at any time at the Company’s discretion. 57 The Company did not repurchase any shares in the year ended December 31, 2025, and the share repurchase program remains active. Debt Genius had zero and less than $0.1 million in debt outstanding as of December 31, 2025 and 2024, respectively. In April 2024, Genius entered into a Credit Agreement with Citibank, N.A. and Deutsche Bank Securities Inc., in connection with a $90.0 million senior secured revolving credit facility (the “Credit Agreement”), which was amended in July 2024 to include an additional $30.0 million contribution from Goldman Sachs Bank USA, and amended in March 2025 to include an additional $30.0 million contribution from Barclays Bank PLC and an additional $30.0 million contribution from Citizens Bank, N.A., increasing the total facility size to $180.0 million. The Credit Agreement was undrawn as at December 31, 2025. During the second and third quarters of fiscal year 2024, the Company utilized the Credit Agreement to issue two letters of credit to a supplier to the value of GBP £46.0 million ($61.9 million). During the first quarter of fiscal year 2025, the Company utilized the Credit Agreement to increase the letter of credit to the same supplier to the value of GBP £92.0 million ($123.8 million). The issuance of letters of credit under the terms of the Credit Agreement reduces the available borrowing capacity of the facility but is not considered as a drawdown against the facility and does not constitute outstanding borrowings of the Company. As of December 31, 2025, the Company had no outstanding borrowings under the Credit Agreement. As of December 31, 2025, the available facility value was $56.2 million. Commitments Refer to Note 21 – Commitments and Contingencies to Genius’ audited consolidated financial statements included in Item 18 of this Report for disclosures regarding our commitments, including our contractual obligations. Cash Flows The following table summarizes Genius’ cash flows for the periods indicated: Year Ended December 31, 2025 2024 2023 (dollars, in thousands) Net cash provided by operating activities $ 86,395 $ 81,861 $ 14,876 Net cash used in investing activities (92,908 ) (62,685 ) (47,570 ) Net cash provided by (used in) financing activities 143,979 (7,597 ) (596 ) Operating activities Net cash provided by operating activities increased $4.5 million to $86.4 million for the year ended December 31, 2025 compared to net cash provided by operating activities of $81.9 million for the year ended December 31, 2024. The increase in net cash provided by operating activities was a result of a lower net loss, adjusted for non-cash items, in 2025 compared to 2024, of $0.3 million offset by favorable changes in working capital of $4.8 million. In the year ended December 31, 2025, sustained revenue growth of 31% primarily from the improved performance from our Betting Technology, Content and Services was more than offset by higher stock-based compensation of $94.1 million, contributing to a $48.5 million increase in net loss compared to the year ended December 31, 2024. The increase in net loss was offset by an increase in non-cash items of $48.3 million, which was primarily due to higher stock-based compensation of $94.1 million, offset by a change in foreign currency remeasurement of $42.5 million. Cash flows provided by operating activities from changes in working capital were $15.5 million in the year ended December 31, 2025, compared to $10.7 million in the year ended December 31, 2024. This $4.8 million inflow from changes in working capital in 2025 compared to 2024 was primarily attributable to the following factors: (i) a $96.3 million benefit from changes in accounts payable, primarily due to the timing of supplier payments; (ii) a $8.5 million benefit from changes in accrued expenses, primarily due to the timing of supplier invoices; and (iii) a $6.7 million benefit from changes in other current liabilities, primarily due to the timing of payments for other payables and provisions; offset by (iv) a $34.9 million outflow from changes in contract assets, due to the timing of customer invoicing; (v) a $28.4 million outflow from changes in accounts receivable, primarily due to the timing of customer receipts from Betting Technology, Content and Services, and Media Technology, Content and Services revenues; (vi) a $30.8 million outflow from changes in prepaid expenses, primarily due to the timing of supplier payments; (vii) a $5.2 million outflow from changes in other assets, primarily due to the timing of sales tax payments; and (viii) a $4.4 million outflow from the effect of business combinations, primarily due to the acquisition of SIL. Certain other items combined to result in an additional $3.0 million outflow from changes in working capital. 58 Investing activities Net cash used in investing activities was $92.9 million and $62.7 million in the years ended December 31, 2025 and 2024, respectively. In the year ended December 31, 2025, investing cash flows primarily reflected internally developed software costs and purchases of intangible assets of $59.0 million, purchases of property and equipment of $21.9 million, and the acquisition of SIL of $14.8 million, offset by distributions from equity method investments of $2.8 million. In the year ended December 31, 2024, investing cash flows primarily reflected internally developed software costs of $52.0 million and purchases of property and equipment of $12.3 million, offset by distributions from equity method investments of $1.6 million. Financing activities Net cash provided by financing activities was $144.0 million and net cash used in financing activities was $7.6 million in the years ended December 31, 2025 and 2024, respectively. In the year ended December 31, 2025, financing cash flows primarily reflect the issuance of 17,647,059 ordinary shares after completing an underwritten public offering, resulting in net proceeds of $144.0 million. In the year ended December 31, 2024, financing cash flows primarily reflect the settlement of promissory notes of $7.6 million. Comparison of 2024 to 2023 For the comparison of 2024 to 2023, refer to Part I, Item 5 “Operating and Financial Review and Prospects” of our Annual Report on Form 20-F for the year ended December 31, 2024, under the subheading “Liquidity and Capital Resources.” C.Research and Development, Patents and Licenses For a detailed analysis of research and development, patents and licenses, see Item 4.B “Business Overview” and discussions elsewhere in this Item 5 “Operating and Financial Review and Prospects.” D.Trend Information For trend information, see “Factors Affecting Comparability of Financial Information,” “Key Factors Affecting Genius’ Performance” and discussions elsewhere in this Item 5 “Operating and Financial Review and Prospects.” E.Critical Accounting Estimates Preparation of the financial statements requires Genius’ management to make judgments, estimates and assumptions that impact the reported amount of revenue and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. Management considers an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on Genius’ consolidated financial statements. Genius’ significant accounting policies are described in Note 1 – Description of Business and Summary of Significant Accounting Policies to Genius’ audited consolidated financial statements included in Item 18 of this Report. Genius’ critical accounting estimates are described below. Revenue Recognition Genius applies judgment in determining whether it is the principal or agent in providing products and services to customers. Genius generally controls all products and services before transfer to customers as Genius is primarily responsible to deliver products and services to customers, bears inventory risk, and has discretion in establishing prices. Accounting for contracts recognized over time under ASC 606, Revenue from Contracts with Customers (“ASC 606”) involves the use of various techniques to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of variable consideration or costs to complete a performance obligation will be revised in the near-term. Genius reviews and updates its contract-related estimates, and records adjustments as needed. Genius determines the standalone selling price of goods or services based on an observable standalone selling price when it is available, as well as other factors, including standalone sales of similar goods or services, cost plus a reasonable margin, the price charged to customers, discounting practices, and overall pricing objectives, while maximizing observable inputs. For Sports Technology and Services, Genius primarily receives noncash consideration in the form of official sports data and streaming rights, along with other rights. Because there is not a readily determinable fair value for these unique data rights, Genius estimates the fair value of noncash consideration by reference to the standalone selling price of the services promised to the customer. As a result, the Company does not estimate the fair value of the noncash consideration itself, rather its estimates relate to the underlying standalone selling price of the services promised to the customer. Estimation uncertainty relates to the standalone selling price for goods or services that do not have observable transactions for which the Company uses 59 sales of a similar product or cost plus a reasonable margin. For sales of a similar product, the uncertainty is driven by identifying the most comparable products and analyzing the related pricing. For cost, the uncertainty is driven by the determination of an appropriate margin to apply to the Company’s costs in satisfying the performance obligation. For Betting Technology, Content and Services contracts with variable consideration associated with overages, Genius structures the contractual measurement of overages to reset over certain measurement periods (monthly, quarterly, or annually). The variable amounts in excess of the minimum are allocated to each measurement period in which they are earned when the measurement period aligns with the reporting date or does not cross a reporting date and then recognized during that period. However, when the measurement period crosses the reporting date, the Company estimates overages. In these cases, the Company constrains the variable consideration driven by the uncertainty in event volumes, which are out of the Company’s control and tend to vary significantly from contract to contract. Genius records a cumulative-effect adjustment to adjust revenue recognized to date when there are constraint changes that impact Genius’ estimate of the transaction price. Changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Internally Developed Software Genius capitalizes software that is developed for internal use in accordance with the guidance in ASC 350-40, Intangibles, Goodwill and Other — Internal-Use Software (“ASC 350-40”). ASC 350-40 requires that costs related to preliminary project activities and post implementation activities are expensed as incurred. Judgment is required in determining when development costs can be capitalized. Qualifying costs incurred to develop software for internal use are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include salaries for employees who devote time directly to developing internal-use software and external direct costs of services consumed in developing the software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Internally developed software is amortized using the straight-line method over an estimated useful life of three years and the related amortization expense is classified as cost of revenue in the consolidated statements of operations. Genius evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation (“ASC 718”). The Company measures the cost of stock-based awards including restricted shares and stock options granted to employees and directors based on the grant date fair value of the awards. For stock-based awards subject only to service conditions, the Company recognizes compensation cost for these awards on a straight-line basis over the requisite service period. For stock-based awards subject to market conditions, the Company recognizes compensation cost on a tranche-by-tranche basis (the accelerated attribution method). The fair value of equity-settled restricted share units and cash-settled restricted share units is estimated to be equal to the closing price of the Company’s common stock on each grant date. To estimate the fair value of restricted shares, stock option awards and equity-settled performance-based restricted share units, the Black-Scholes model and a Monte Carlo simulation were used to determine the fair value of grants with market-based conditions. Both the Black-Scholes model and the Monte Carlo simulation requires management to make a number of key assumptions, including expected volatility, expected term, risk-free interest rate and expected dividends. The risk-free interest rate is estimated using the rate of return on US treasury notes with a life that approximates the expected term. The expected term assumption used in the Black-Scholes model represents the period of time that the awards are expected to be outstanding. The Company elects to recognize the effect of forfeitures in the period they occur. The Company’s equity-classified non-employee awards are measured based on the grant date fair value of the awards and the Company recognizes compensation cost on a tranche-by-tranche basis. Income Tax Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If it is determined that deferred tax assets would be realized in the future, in excess of their net recorded amount, an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. 60 The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process which includes (1) determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold, recognized income tax positions are measured at the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included in the deferred tax liability line in the consolidated balance sheets. Goodwill Impairment Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. Goodwill is not amortized but instead is tested for impairment at least annually or between annual tests in certain circumstances in accordance with the provisions of ASC Topic 350, “Intangibles—Goodwill and Other” (“ASC 350”). In accordance with ASC 350, Genius performs goodwill impairment testing at least annually on the first day of its fourth quarter and also if events or changes in circumstances indicate the occurrence of a triggering event. The provisions of ASC 350 require that the impairment test be performed on goodwill at the level of the reporting unit. The Company has a single reporting unit. As required by ASC 350, the Company chooses either to perform a qualitative assessment or proceeds directly to the quantitative goodwill impairment test. The qualitative assessment includes various factors such as macroeconomic conditions, industry and market considerations, overall financial performance, earnings multiples, gross margin and cash flows from operating activities and other relevant factors. If it is determined it is more likely than not that the fair value of reporting unit is less than its carrying value, a quantitative analysis is performed to identify goodwill impairment. The Company adopted ASU 2017-04 on January 1, 2018, which simplified the test for goodwill impairment. Subsequent to the adoption of the accounting update, impairment of goodwill is determined using a one-step approach, based on a comparison of the fair value of the reporting unit to the carrying value of its net assets; if the fair value of the reporting unit is lower than the carrying value of its net assets, then an impairment loss is recognized for the difference. The evaluation of goodwill impairment requires the Company to make assumptions associated with its reporting unit fair value. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. Acquired Intangibles Other intangibles represent the value to Genius of the incremental revenue growth that could potentially be obtained from deploying GeniusIQ technology on an exclusive basis in certain venues. Genius allocates the fair value of consideration transferred to acquire other intangibles based on their estimated fair values. Such valuations require Genius to make significant estimates and assumptions. Critical estimates in valuing other intangibles include, but are not limited to, future expected cash flows attributable to the acquired assets, useful lives, and discount rates. Business Combinations Genius accounts for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”). Genius allocates the fair value of consideration transferred to the tangible and intangible assets acquired, and liabilities assumed based on their estimated fair values. The excess of the fair value of consideration transferred over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require Genius to make significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired data rights, acquired technology, and acquired marketing products, useful lives, and discount rates. Genius’ estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual values may differ from estimates. Allocation of consideration transferred to identifiable assets and liabilities affects Genius’ amortization expense, as acquired finite-lived intangible assets are amortized over their useful lives, whereas any indefinite lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, Genius may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Recently Adopted and Issued Accounting Pronouncements Recently issued and adopted accounting pronouncements are described in Note 1 – Description of Business and Summary of Significant Accounting Policies, to Genius’ consolidated financial statements included in Item 18 of this Report. 61 Quantitative and Qualitative Disclosures about Market Risk Genius’ primary and currently only material market risk exposure is to foreign currency exchange. See “Factors Affecting Comparability of Financial Information—Foreign Exchange Exposure” above for additional information about Genius’ foreign currency exposure and sensitivity analysis. Legal Proceedings In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters relating to our operations. See Note 21 – Commitments and Contingencies to Genius’ consolidated financial statements included elsewhere in this Report. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of the possible loss or range of possible loss can be made. The results of any current or future legal proceedings cannot be predicted with certainty and, regardless of the outcome, could have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Recent Developments Legend Acquisition As announced on February 5, 2026, we entered into the Legend Share Purchase Agreement to acquire Legend, a global, digital sports and gaming media network built to monetize attention. The consideration for the Legend Acquisition is valued at up to $1.2 billion and includes $900 million payable at closing (comprising $800 million in cash and $100 million in stock consideration) and an earnout of up to $300 million split evenly across two years post-closing. The earnout is tied to the achievement of certain profitability and cash flow thresholds and is payable in cash or stock, at Genius’ election, subject to customary conditions. The Legend Acquisition is expected to accelerate our strategic and financial objectives, supercharge fan monetization, and help build a fully integrated sports and gaming media network for our customers. The Legend Acquisition is expected to be completed in the second quarter of 2026, subject to the satisfaction of customary closing conditions, including, among other things, the expiration or termination of the waiting period pursuant to the Hart-Scott Rodino Act. For more information, see Note 24 – Subsequent Events to the consolidated financial statements included in Item 18 of this Report. Financing Commitment On February 5, 2026, in connection with the execution of the Legend Share Purchase Agreement, Genius entered into Term Loan B with Goldman Sachs Bank USA, Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc., pursuant to which the Commitment Parties have committed to provide, subject to the satisfaction of customary closing conditions, a senior secured term loan facility in an amount up to $850 million and senior secured revolving credit facility in an amount up to $220 million, in an aggregate principal amount of up to $1.07 billion. Genius expects to fund a portion of the cash consideration for the Legend Acquisition at closing with proceeds from the Term Loan B. 62