Genius Sports Limited (NYSE: GENI) (“Genius Sports” or “Genius”) today issued a letter to shareholders from Mark Locke, CEO and Co-Founder.

Dear Shareholders,

Why We Acquired Legend

The market's reaction to our acquisition of Legend has been divided. That has happened before when we made transformative deals.

When we entered official data rights agreements, the economics were questioned. When we signed our long-term partnership with the NFL, many doubted the scale and sustainability of the opportunity. When we acquired Second Spectrum, there were similar concerns about commercial application. In each case, our thesis was rooted in structural change rather than short-term convention. Over time, execution clarified what the strategy already anticipated.

This acquisition follows the same pattern.

Some people think we bought a simple affiliate business.

Our view is different. We bought a participation layer built on two decades of technological investment that sits between official data infrastructure and the moment of transaction.

So, let's be clear about what we have bought and why.

What We Have Bought

Legend is not simply a media business. It is a technology company built around large, loyal sports and iGaming audiences. Across brands such as Covers.com, Casino.org and Casino Guru, Legend generated 320 million visits from 118 million unique users in 2025. More than two-thirds of those users return regularly. A majority of engagement comes from repeat visitation.

That matters.

It shows durable audience relationships inside environments fans actively choose to return to time and time again.

But audience scale alone is not the asset.

The real value is the technology and behavioral intelligence that powers how that audience participates. Legend's systems capture how users engage in real-time. These are not static information pages. They are environments built for participation around live sport and gaming experiences.

For example:

• A user participating in a live match hub, following real-time data, interacting with dynamic markets and responding as the game unfolds, demonstrates active engagement.
• A user joining community discussions around a major event, contributing predictions or reacting to moments in real-time, signals sustained involvement and preference.
• A user repeatedly engaging with interactive tools, simulations or game-style experiences tied to specific teams or competitions shows behavioral commitment.

These actions generate rich signals. They show participation, preference and intent inside environments designed for interaction.

Legend uses these signals to continuously upgrade the experience. When a user ultimately completes a transaction with a sportsbook partner, that outcome feeds back into the system.

Over time, Legend’s models get better at understanding which engagement patterns lead to action, and Legend can rapidly optimize commercial models.

That feedback loop is where long-term value is created. It is not about answering factual queries. It is about facilitating participation inside owned environments and continuously improving the economics behind it. Outside of Legend’s owned properties, the application of this deep understanding of action carries enormous value to brand advertisers and leagues looking to optimize their digital assets. More on that later.

On the Word "Affiliate"

Much of the criticism has relied on a reductive use of the word "affiliate." The term has been applied as shorthand, without distinguishing between low-quality traffic brokers and technology platforms built on owned audiences and behavioral intelligence.

Booking.com earns commissions on travel revenue. No one would call it a simple affiliate business because it clearly owns consistent demand. The principle is the same here. The question is not the revenue model, it is whether we own the audience, the data and the participation layer. We do.

Viewed through a traditional affiliate framework, the focus remains on publisher risk and performance marketing multiples. Viewed through an infrastructure lens, the focus shifts to control of intent, first-party data and integrated distribution.

Why This Is Different

We are paying just over six times pre-earnout EBITDA for a business with global scale, strong cash flow and its own proprietary ad-tech stack and audience data built on over 20 years and $300 million investment in technology and advanced data modeling purpose built for sports and gaming.

Traditional "affiliate" businesses often rely heavily on search engines. If search visibility changes, their traffic can disappear.

Legend is different. Engagement is recurring. Revenue is diversified across operators and geographies and tied to lifetime value, not one-off clicks. The economics are built on participation, not page views.

Some have asked whether AI will make this kind of business obsolete.

AI makes this more valuable, not less. LLMs commoditize information retrieval. That is precisely why owning the environments where 118 million users repeatedly choose to participate, and the behavioral data those interactions generate becomes a structural advantage. Generic answers are free. Proprietary intent signals inside owned environments are not.

In fact, advances in AI strengthen this model. Better prediction, deeper personalization and faster adaptation make participation more relevant and commercial outcomes more efficient.

Reducing this to a generic "affiliate" label misses the point.

The Importance of Intent

A simple way to think about this is through intent.

Attention is watching a match.

Intent is deciding to act.

Over the past decade, digital businesses have shifted from selling attention to capturing intent. Search engines do this. Retail media platforms do this at the point of purchase.

In sports, that shift is now happening in real-time. Legend operates at the moment when participation turns into action.

How This Fits With Genius

For years, Genius Sports has focused on building the infrastructure behind modern sport: official data rights, fast data distribution, integrity systems and advanced analytics.

The acquisition of Legend extends that infrastructure into where fans actively participate.

By combining official data with Legend’s audience and behavioral technology, we connect context, engagement and action inside one system.

When official data, live participation and real-time intent are connected within a single environment, the commercial impact compounds. For sportsbook partners, that means more efficient customer acquisition and higher lifetime value. For leagues, it means deeper fan engagement powered by official data, reinforcing the commercial value of rights and supporting a healthier long-term relationship between data, media and betting.

A New Asset Class in Sport

This infrastructure does more than enhance betting economics. It opens access to a new layer of global brand demand.

Major agency holding companies are restructuring around sport as a measurable growth channel. WPP has launched a unified sports practice built around data-driven activation and performance measurement. Publicis and other global networks are investing in dedicated sports capabilities to help brands move beyond sponsorship visibility into measurable fan engagement.

Why are the largest agency HoldCos launching these sports focused groups now? Because live sports distribution is transitioning away from legacy channels to digital platforms, brands and leagues can engage with sports fans one-to-one, and for the first time are able to see sports fans behavioral signals at scale. The Legend acquisition combined with Genius’ existing capabilities will make us the go-to partner to address sports fans at key emotional moments of intention.

This reflects a structural shift. Brands allocate significant capital to sport because it delivers attention at scale, but increasingly they want measurable participation inside live moments, not generic impressions.

Our relationships with Publicis, WPP and PMG are evidence of that shift. These organizations are not buying media; they are integrating data, engagement and performance into how they activate sport for global clients. The same real-time intent infrastructure that improves sportsbook economics also enables brands to engage fans with precision during moments of peak participation.

This is not traditional advertising. It is participation-driven brand engagement powered by data. A flight advertisement to the Final Four the moment a buzzer-beater sends Duke through. A half-off pint for supporters of Tottenham Hotspur the hour after another home defeat. This intersection of data, fandom and brand engagement is where we sit.

It expands our addressable market beyond betting and positions Genius Sports at the center of a growing convergence between sport, media, wagering and brand investment. The opportunity is massive.

iGaming at Scale

The acquisition also meaningfully expands our presence in iGaming. Casino.org and Casino Guru are among the most trusted voices in global iGaming markets, reaching millions of users worldwide.

Like our sports betting environments, these are participation-driven platforms. A user watching a livestream of slots, engaging with demo gameplay or reading detailed comparisons of bonus structures is demonstrating real intent, not passive browsing.

Because we now operate across both sports betting and iGaming intent surfaces, we can connect users between them within regulated environments. That cross-sell capability strengthens lifetime value across the platform and deepens alignment with sportsbook partners.

This expands monetization and reinforces the commercial strength of the overall system.

Revenue Synergies

We have identified four specific revenue synergies that are executable immediately post-close and capable of driving incremental upside beyond our announced plan:

1. Customer Cross-Sell
   Genius Sports’ official data rights and product suite now sit alongside Legend’s scaled, high-intent acquisition funnel. This unites premium content with proven customer intent. Upon closing, we can activate cross-sell across our sportsbook and gaming relationships, improving acquisition efficiency and increasing customer lifetime value. Industry experts have had the opposite reaction of the stock market, praising the combination with Legend for this reason.
2. Monetization of a Combined Audience Asset
   Legend materially expands our first-party audience reach. Combined with Genius Sports’ proprietary data graph, this creates a scaled, privacy-compliant audience asset that can be activated across the advertising ecosystem. This drives higher yield on traffic already within our control and allows Genius to bring a unique and powerful audience graph to other leading ad-driven platforms.
3. A Platform for Leagues and Teams to Monetize Their Underutilized Digital Assets
   Legend’s technology platform has demonstrated its ability to drive engagement and conversion across owned and operated properties. Our 400+ league and team partners face the same structural need: to better understand and monetize their fan audiences. Applying Legend’s platform across our rights portfolio extends the Genius model from data capture and distribution into audience activation and conversion.
4. Distribution of Genius Data and Products Through Legend
   We have spent years embedding Genius data and products across the global sports ecosystem, from BetVision to broadcast augmentation and integrity services. Legend provides a scaled, high-traffic distribution surface. Integrating our data and product suite strengthens Legend’s acquisition funnel while expanding the commercial distribution of Genius assets.

As we execute, we will quantify the impact of these four opportunities with discipline. We are confident that this combination enhances both the growth rate and cash flow profile of the business relative to our standalone trajectory.

Building the Operating System of Modern Sport

As I said in my closing remarks at our Investor Day, “If you believe the world will keep watching, betting, streaming, sharing, and engaging with sport, then Genius is the company that you want to invest in.” Legend makes that statement stronger than ever.

Our goal has not changed. We are leading the development of the operating system of modern sport.

That requires infrastructure, intelligence and distribution working together.

Legend strengthens the participation and intent layer of that system.

At our scale, businesses with sustained 20%+ growth, strong EBITDA margins and over 50% free cash flow conversion, and growing, are not common. We believe the quality of those economics, combined with the structural positioning we are building, will ultimately be reflected in how the business is valued.

The way we see it, we have acquired the technology to deliver the participation layer for modern sport at approximately six times EBITDA and created the largest, most valuable new asset class in sport.

The way some of the market is interpreting it, we have overpaid for traffic.

The gap between those views is where asymmetric returns live.

We are comfortable with that gap. Now we execute.

Sincerely,

Mark Locke

CEO and Co-Founder

About Genius Sports

Genius Sports is the official data, technology and broadcast partner that powers the global sports, betting and media ecosystem. As the operating system of modern sport, 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 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 closing timeline of the proposed acquisition and the results of the combined company, the preliminary estimates of financial results and our updated financial outlook. 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: financial closing procedures, final adjustments, and other developments; the occurrence of any event, change or other circumstances that could give rise to the right of one or more of the parties to terminate the Agreement; the outcome of any legal proceedings related to the proposed acquisition or otherwise, including the risk of shareholder litigation in connection with the proposed acquisition, including resulting expense or delay; the ability of Genius Sports and/or Legend to successfully manage legal, tax and regulatory risks in connection with their respective business or relating to the proposed acquisition; the ability to obtain regulatory approvals and meet other closing conditions to the proposed acquisition on a timely basis or at all, including the risk that regulatory approvals required for the proposed acquisition are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect Genius Sports following the proposed acquisition or the expected benefits of the proposed acquisition; risks related to the financing in connection with the proposed acquisition; difficulties and delays in integrating Legend’s business into that of Genius Sports’ business; failing to fully realize anticipated cost savings and other anticipated benefits of the proposed acquisition when expected or at all; business disruptions from the proposed Transaction that will harm Genius Sports’ or Legend’s businesses, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed acquisition; the ability of Genius Sports or Legend 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 proposed acquisition, including the dilution caused by Genius Sports’ issuance of additional shares as earn-out consideration; the continued availability of capital and financing following the proposed 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, 2024.

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 report, or the documents 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.

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