Genius Sports (NYSE: GENI) CLO nets shares after 35,000 RSUs vest

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Genius Sports Ltd Chief Legal Officer Russell Thomas exercised 35,000 Restricted Share Units into Ordinary Shares on March 20, 2026. These RSUs represented the right to receive one Ordinary Share each, subject to continued service through the vesting date.

To cover tax obligations, 16,450 Ordinary Shares were disposed of by share withholding at $4.53 per share. After these compensation-related transactions, Thomas holds 521,467 Ordinary Shares directly, reflecting a net increase in his equity position in the company.

Insider Trade Summary

35,000 shares exercised/converted

Mixed 3 txns

Insider Russell Thomas

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units (May 2025)	35,000	$0.00	--
Exercise	Ordinary Shares	35,000	$0.00	--
Tax Withholding	Ordinary Shares	16,450	$4.53	$75K

Holdings After Transaction: Restricted Share Units (May 2025) — 0 shares (Direct); Ordinary Shares — 537,917 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

03/24/2026 - 05:24 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Russell Thomas

(Last)

(First)

(Middle)

C/O GENIUS SPORTS LTD

1ST FLOOR, 27 SOHO SQUARE

(Street)

LONDON

UNITED KINGDOM

W1D 3QR

(City)

(State)

(Zip)

UNITED KINGDOM

(Country)

2. Issuer Name and Ticker or Trading Symbol
Genius Sports Ltd [ GENI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	03/20/2026		M		35,000	A	⁽¹⁾	537,917	D
Ordinary Shares	03/20/2026		F		16,450	D	$4.53	521,467	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units (May 2025)	⁽¹⁾	03/20/2026		M			35,000	⁽¹⁾	⁽¹⁾	Ordinary Shares	35,000	$0	0	D

Explanation of Responses:

1. The reported securities represent restricted share units, which each represent the contingent right to receive one Ordinary Share, subject to the Reporting Person's continued service through the applicable vesting date.

	/s/ Carolyn Duncanson, Attorney-in Fact	03/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Genius Sports (GENI) insider Russell Thomas do in this Form 4?

Russell Thomas exercised 35,000 Restricted Share Units into Ordinary Shares and had 16,450 shares withheld for taxes. Following these compensation-related transactions, he directly holds 521,467 Ordinary Shares in Genius Sports Ltd.

How many Genius Sports (GENI) RSUs did the CLO convert to shares?

The Chief Legal Officer converted 35,000 Restricted Share Units into Ordinary Shares. Each RSU represented the right to receive one Ordinary Share, contingent on his continued service through the applicable vesting date described in the award terms.

Why were 16,450 Genius Sports (GENI) shares disposed of in this filing?

The 16,450 Ordinary Shares were disposed of to satisfy tax liabilities related to the RSU vesting. This tax-withholding transaction occurred at a price of $4.53 per share and does not represent an open-market sale decision by the insider.

What is Russell Thomas’s ownership in Genius Sports (GENI) after these transactions?

After exercising RSUs and the related tax withholding, Russell Thomas directly owns 521,467 Ordinary Shares. This figure reflects his updated equity stake following the March 20, 2026 compensation-related transactions reported in the Form 4.

Were these Genius Sports (GENI) transactions open-market buys or sells?

No, the transactions were not open-market trades. They involved exercising 35,000 Restricted Share Units into Ordinary Shares and a related tax-withholding disposition of 16,450 shares, which is a standard mechanism to cover tax obligations on equity awards.