GENI · Genius Sports Limited

Genius Sports has closed its acquisition of Legend, enhancing its position as the only company combining official sports data with a scaled media and advertising platform including high-traffic sites like Covers.com (320 million annual visits from 118 million unique users in 2025). CEO Mark Locke highlighted the strategic extension of data infrastructure into fan engagement and iGaming monetization, driving cash flow across verticals. The deal is stated to be immediately accretive to Adjusted EBITDA margins and Free Cash Flow conversion, with further details planned for the May 7, 2026 earnings call. Concurrently, Exhibit 4.2 details a Lock-Up and Orderly Sell-Down Agreement signed April 30, 2026, binding sellers Epos Capital Ltd and guarantor Nicholas Kisberg. It imposes a 180-day lock-up from issuance on Completion Stock and earn-out tranches, prohibiting transfers, hedging, or announcements, with limited permitted transfers to affiliates (bound by terms), the Company, for taxes, or in a Board-approved Change of Control. Post-lock-up, sellers face a 411,416 share daily cap until 36 months after Completion Stock lock-up or full divestment, ensuring orderly selling. Genius covenants to facilitate Rule 144 compliance via timely SEC filings and legend removal, with stop-transfer instructions and legends enforcing restrictions. This structure mitigates post-acquisition share overhang risks, supporting stock stability amid earn-out dilution potential.