Amendment: SEC Form SCHEDULE 13G/A filed by Genius Sports Limited
$GENI
Services-Misc. Amusement & Recreation
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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Genius Sports Limited (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
G3934V109 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G3934V109 |
| 1 | Names of Reporting Persons
NFL Enterprises LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,344,471.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.43 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | G3934V109 |
| 1 | Names of Reporting Persons
NFL Ventures, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,344,471.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.43 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | G3934V109 |
| 1 | Names of Reporting Persons
NFL Ventures, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
15,344,471.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.43 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Genius Sports Limited | |
| (b) | Address of issuer's principal executive offices:
27 Soho Square, 1st Floor, London, United Kingdom, W1D3QR | |
| Item 2. | ||
| (a) | Name of person filing:
NFL Enterprises LLC | |
| (b) | Address or principal business office or, if none, residence:
345 Park Avenue, 5th Floor, New York, NY, 10154 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Ordinary Shares | |
| (e) | CUSIP No.:
G3934V109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of December 31, 2025, the Reporting Person beneficially owned 15,344,471.00 ordinary shares, comprised of 14,500,000 ordinary shares issuable upon the exercise of penny warrants (along with the redemption and cancellation of an equal number of B shares) that are exercisable within 60 days (the "Warrants") and 844,471 ordinary shares. | |
| (b) | Percent of class:
As of December 31, 2025, 6.43%, calculated based on (i) 238,718,120 ordinary shares outstanding, as reported by Genius Sports Limited in Exhibit 99.1 to the Issuer's Current Report on Form 6-K filed with the Securities and Exchange Commission on November 4, 2025, (ii) 14,500,000 ordinary shares issuable upon the exercise of the Warrants, and (iii) 844,471 ordinary shares. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Please refer to item 5 of the cover page | ||
| (ii) Shared power to vote or to direct the vote:
Please refer to item 6 of the cover page | ||
| (iii) Sole power to dispose or to direct the disposition of:
Please refer to item 7 of the cover page | ||
| (iv) Shared power to dispose or to direct the disposition of:
Please refer to item 8 of the cover page | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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