Genius Sports is looking to create a digital sports and gaming media powerhouse through the proposed acquisition of Legend in a deal valued at up to $1.2 billion.

The definitive agreement includes $900 million payable at closing, comprising $800 million in cash and $100 million in stock consideration, alongside 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.

With over 800 publisher, advertiser, sportsbook and gaming operator customers, Legend is a global, digital sports and gaming media network built to monetise attention.

The acquisition will provide Genius Sports with a unique structural position as the only company operating two synergistic businesses across official sports data and media and advertising.

The transaction is expected to be immediately accretive to Genius Sports’ adjusted EBITDA margins and Free Cash Flow conversion, while maintaining at least 20 per cent revenue compound annual growth rate (CAGR) through 2028. 

On a 2026 annualized pro forma basis, after giving effect to the acquisition, the combination is expected to position Genius Sports to achieve approximately $1.1 billion in revenue, and between $320 million and $330 million in adjusted EBITDA with approximately 50 per cent Free Cash Flow conversion.

“This deal accelerates our strategic and financial objectives, supercharges fan monetization, and builds a fully integrated sports and gaming media network,” said Mark Locke, CEO of Genius Sports. “For Genius Sports and our global partners, it delivers more data, more audience, more inventory and greater monetization of sports fans. 

“The acquisition of Legend will drive higher margins and stronger free cash flow, positioning Genius Sports to immediately transform the market and grow the size and scale of our business.”

Legend monetizes sports audiences through a scaled media network, with marketing technology powering owned and operated digital properties. It also syndicates sports and betting content across major publications, such as Sports Illustrated and Yahoo Sports.

When sports fans are actively researching teams, players, odds, or scores, Legend’s technology helps connect those fans with relevant sportsbooks, gaming products, and advertisers in the moments they are most likely to act.

In 2025, Legend generated 320 million annual visits from 118 million unique visitors, with more than two-thirds returning on a regular basis. 

Through FANHub, Genius Sports’ sports fan activation platform, the company will connect this global audience and marketing technology with its full range of over 2,000 combined sports, media and betting partners via one integrated platform.

“Joining forces with Genius Sports brings together two world-class teams, unlocks unparalleled growth opportunities for our partners and products, and gives us an even stronger platform to scale,” said Nick Kisberg, founder of Legend. “I am immensely proud of what we have built and the decades of hard work that have brought us here today.”

At closing, Genius Sports expects to fund the acquisition with a $850 million Term Loan B issuance, with its revolving credit facility remaining undrawn. Pro forma leverage is expected to be below 3.0x, and the company expects to rapidly delever by more than half by 2028. 

The proposed acquisition is expected to close in the second quarter of 2026, subject to customary closing conditions.

Genius Sports has also released its preliminary unaudited estimates of financial results for 2025, subject to normal year-end adjustments.

The company expects to post a 31 per cent increase in revenue to $669 million for the year, with adjusted EBITDA growing 59 per cent to $136 million at a margin of 20 per cent.

Shares in Genius Sports Ltd (NYSE:GENI) closed 3.89 per cent higher at $8.54 per share in New York Wednesday.