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0001528356 Genie Energy Ltd. false --12-31 FY 2025 true true true false The board of directors, as a whole, has oversight responsibility for our strategic and operational risks. The audit committee assists the board of directors with this responsibility by reviewing and discussing our risk assessment and risk management practices, including cybersecurity risks, with members of management. The audit committee, in turn, periodically reports on its review with the board of directors. The board of directors, as a whole, has oversight responsibility for our strategic and operational risks. The audit committee assists the board of directors with this responsibility by reviewing and discussing our risk assessment and risk management practices, including cybersecurity risks, with members of management. The audit committee, in turn, periodically reports on its review with the board of directors. true Management is responsible for day-to-day assessment and management of cybersecurity risks and reports regularly to the audit committee. 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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2025,

 

or

 

☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Commission File Number:1-35327

 

Genie Energy Ltd.

(Exact name of registrant as specified in its charter)

 

Delaware

 

45-2069276

(State or other jurisdiction of incorporation or organization)  

 

(I.R.S. Employer Identification No.)

 

520 Broad Street, Newark, New Jersey 07102

(Address of principal executive offices, zip code)

 

(973) 438-3500

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class

Trading Symbol 

Name of each exchange on which registered

Class B common stock, par value $0.01 per share

GNE  

New York Stock Exchange

 

Securities registered pursuant to section 12(g) of the Act: None 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

 
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer ☐ 

Accelerated filer ☒ 

Non-accelerated filer ☐ 

Smaller reporting company ☐

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.         ☒

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, based on the closing price on June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) of the Class B common stock of $26.88 per share, as reported on the New York Stock Exchange, was approximately $512.4 million.

 

As of April 27, 2026, the registrant had outstanding 24,826,192 shares of Class B common stock and 1,574,326 shares of Class A common stock. Excluded from these numbers are 4,529,558 shares of Class B common stock held in treasury by the registrant.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s definitive proxy statement relating to its Annual Meeting of Stockholders, to be held June 3, 2026, are incorporated by reference into Part III of this Form 10-K to the extent described therein.

 

 

 
Table of Contents

  

 

Index

Genie Energy Ltd.

 

Annual Report on Form 10-K

 

Part I

1
   

Item 1. Business.

1

Item 1A. Risk Factors.

14

Item 1B. Unresolved Staff Comments.

24

Item 1C. Cybersecurity.

24

Item 2. Properties.

25

Item 3. Legal Proceedings.

25

Item 4. Mine Safety Disclosures.

25
   

Part II

25
   

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

25

Item 6. Selected Financial Data.

27

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

27

Item 7A. Quantitative and Qualitative Disclosures about Market Risks.

44

Item 8. Financial Statements and Supplementary Data.

44

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

44

Item 9A. Controls and Procedures.

44

Item 9B. Other Information.

45

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

45
   

Part III

45
   

Item 10. Directors, Executive Officers and Corporate Governance.

45

Item 11. Executive Compensation.

46

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

46

Item 13. Certain Relationships and Related Transactions, and Director Independence.

46

Item 14. Principal Accounting Fees and Services.

46
   

Part IV

47
   

Item 15. Exhibits, Financial Statement Schedules.

47

Item 16. Form 10-K Summary

48
   

Signatures

49

 

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EXPLANATORY NOTE

 

GENERAL

 

On March 9, 2026, the Audit Committee of the Board of Directors of Genie Energy Ltd. (the “Company”) in consultation with the Company’s management concluded that the Company’s previously issued consolidated financial statements for the years ended December 31, 2024 and December 31, 2023 contained in the Company’s Annual Report on Form 10-K, and the Company’s previously issued unaudited condensed consolidated financial statements for each of the quarterly and year-to-date periods in 2024 and 2025 that were included in the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025 and September 30, 2025 (collectively, the “Prior Periods”), should not be  relied upon and require restatement (the “Restatement”) because of errors related to the accounting for the liability associated with the Company's captive insurance subsidiary recorded in the Prior Periods that resulted in material misstatements of cash and cash equivalents, restricted cash—short-term and long-term, deferred income tax assets, net, income taxes payable and current and noncurrent captive insurance liabilities on the consolidated balance sheets, and provision for captive insurance liability and provision for income taxes on the consolidated statements of operations (resulting in understatements of Income from Operations and Net Income), included in the consolidated financial statements for the Prior Periods. The Company's consolidated statements of statements of stockholders' equity and consolidated statements of cash flows for the Prior Periods are also restated to reflect the adjustments in the consolidated balance sheets and consolidated statements of operations. Additionally, the Company’s earnings and press releases and similar communications should no longer be relied upon to the extent that they relate to its financial statements or results for the Prior Periods and the Reports of our prior Independent Registered Public Accounting Firm on the financial statements and internal control over financial reporting for 2023 and 2024 should not be relied upon.

 

RESTATEMENT

 

This Annual Report on Form 10-K for the year ended December 31, 2025 includes audited Consolidated Financial Statements at December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, as well as relevant unaudited interim financial information for the quarterly and year to date periods ended September 30, 2025, June 30, 2025, March 31, 2025, September 30, 2024, June 30, 2024 and March 31, 2024. We have restated certain information within this Annual Report on Form 10-K, including our Consolidated Financial Statements at December 31, 2024 and for the years ended December 31, 2024 and 2023 and the relevant unaudited interim financial information for the quarterly and year to date periods ended September 30, 2025, June 30, 2025, March 31, 2025, September 30, 2024, June 30, 2024 and March 31, 2024.

 

As described in our Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on March 12, 2026, the need for the Restatement was discovered during the course of the audits of the Company’s consolidated financial statements for the years ended December 31, 2025, 2024 and 2023. The Company was required to undertake a re-audit of its consolidated financial statements for 2024 and 2023 because the registration of its prior independent registered public accounting firm, Zwick CPA, PLLC, who had conducted the audits of those periods and issued reports thereon, was revoked by the Public Company Accounting Oversight Board (the “PCAOB”).

 

RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

 

This Annual Report on Form 10-K restates amounts previously included in the annual reports for 2024 and 2023 described above, including the audited Consolidated Financial Statements at December 31, 2024 and for the fiscal years ended December 31, 2024 and 2023.

 

See Note 1 — Restatement of Previously Issued Consolidated Financial Statements and Note 21 — Quarterly Financial Data (Unaudited), in Item 8, Financial Statements and Supplementary Data, for additional information.

 

INTERNAL CONTROL CONSIDERATIONS

 

In connection with the Restatement, management has identified a material weakness in the Company’s internal control over financial reporting resulting in the conclusion that our internal control over financial reporting and disclosure controls were not effective as of December 31, 2025. Management has taken and is taking additional steps to remediate the material weakness in our internal control over financial reporting. Additional details regarding the material weakness are reflected in this Annual Report on Form 10-K. See Item 9A, Controls and Procedures, for additional information related to this material weakness in internal control over financial reporting and the related remedial measures.

 

 
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Part I

 

As used in this Annual Report, unless the context otherwise requires, the terms “the Company,” “Genie,” “we,” “us,” and “our” refer to Genie Energy Ltd., a Delaware corporation, and its subsidiaries, collectively.

 

Item 1. Business.

 

BUSINESS OVERVIEW

 

Genie Energy Ltd. is end-to-end provider of energy services. We manage our business and report results through two reporting segments.

 

●    Genie Retail Energy (“GRE”) supplies electricity and natural gas to residential and small business customers through retail energy providers ("REPs") operating in certain deregulated markets within the United States; and

●    Genie Renewables ("GREW") is primarily comprised of the following three lines of businesses:

o    Genie Solar — an integrated solar energy company; 

o    CityCom Solar (“CityCom”) — a marketer of community solar and alternative products and services complementary to our energy offerings;

o    Diversegy LLC (“Diversegy”) — an energy procurement advisor for industrial, commercial and municipal customers; and

o    Roded Recycling Industries ("Roded") — a producer of high-grade plastic pallets from recycled materials. 

 

REPORTABLE SEGMENTS

 

We have two reportable business segments: GRE and GREW. Our reportable segments are distinguished by types of service, customers and customer geography. Financial information by segment and geographic areas is presented in "Note 20 — Business Segment and Geographic Information" in the Notes to our Consolidated Financial Statements in this Annual Report.

 

The Company owns 100% of Genie Retail Energy, Inc. and 95.5% of Genie Energy Services, LLC (“GES”). GES holds our interest in the entities comprising the GREW segment. In the third quarter of 2022, the Company ceased to operate a former segment, GRE International (“GREI”). Certain of GREI's assets and liabilities and operations were classified as discontinued operations and the segment's remaining assets and liabilities were combined with corporate.

 

GRE owns and operates REPs, including IDT Energy, Inc. (“IDT Energy”), Residents Energy, LLC (“Residents Energy”), Town Square Energy, LLC and Town Square Energy East, LLC (collectively, “TSE”), Southern Federal Power, LLC (“SFP”), Evergreen Gas & Electric, LLC (“Evergreen”) and Mirabito Natural Gas, LLC ("Mirabito"). GRE's REP businesses resell electricity and natural gas to residential and small business and small commercial customers. The majority of GRE's REPs' customers are located in the Eastern and Midwestern United States and Texas. Mirabito supplies natural gas to commercial customers in Florida. 

 

GREW consists of our 95.5% interest in Genie Solar, our 93.8% interest in CityCom Solar, our 91.5% interest in Diversegy and our 72.2% interest in Roded.

 

DISCONTINUED OPERATIONS IN UNITED KINGDOM, FINLAND AND SWEDEN

 

Previously, the Company had a third segment, Genie Retail Energy International, or GREI, which supplied electricity and natural gas to residential and small business customers in certain markets in Europe. GREI was comprised of Orbit Energy Limited ("Orbit”), which operated in the United Kingdom, Lumo Energia Oyj (“Lumo Finland”) which operated in Finland and Lumo Energi AB (“Lumo Sweden”) which operated in Sweden.

 

On November 29, 2021, Orbit was declared insolvent. Effective December 1, 2021, the administration of Orbit was transferred to third-party administrators (the "Orbit Administrator"). The accounts of Orbit were deconsolidated from those of the Company effective December 1, 2021.

 

On November 28, 2023, the administration of Orbit ceased and the control of Orbit reverted back to the Company from the Orbit Administrator. The accounts of Orbit were consolidated with those of the Company effective November 28, 2023.

 

In the third quarter of 2022, the Company decided to discontinue the operations of Lumo Energia Oyj (“Lumo Finland”) and Lumo Energi AB (“Lumo Sweden”). In July 2022, the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden. The Company also entered into a series of transactions to transfer the customers of Lumo Finland and Lumo Sweden to other suppliers.

 

In November 2022, Lumo Finland declared bankruptcy and the administration of Lumo Finland was transferred to an administrator (the “Lumo Administrators”). All assets and liabilities of Lumo Finland remain with Lumo Finland, in which the Company retains its ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrators. Since the Company lost control of the management of Lumo Finland in favor of the Lumo Administrators, the accounts of Lumo Finland were deconsolidated effective November 9, 2022.

 

 

1
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We account for the operations in the United Kingdom, Finland and Sweden as discontinued operations.

 

Following the discontinuance of operations of Lumo Finland and Lumo Sweden, GRE International ceased to be a separate segment and certain GREI's assets and liabilities and operations were classified as discontinued operations and the segment's remaining assets and liabilities and results of continuing operations of GRE International were combined with corporate.

 

GENERAL BUSINESS INFORMATION

 

Our main offices are located at 520 Broad Street, Newark, New Jersey 07102. Our telephone number is (973) 438-3500 and our web site is www.genie.com.

 

We make available free of charge through the investor relations page of our web site (http://genie.com/investors/sec-filings/) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to these reports, and all beneficial ownership reports on Forms 3, 4 and 5 filed by directors, officers and beneficial owners of more than 10% of our equity securities as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission. We have adopted a Code of Business Conduct and Ethics for all of our employees, including our principal executive officer and principal financial officer. Copies of our Code of Business Conduct and Ethics are available on our web site.

 

No portion of our web site (https://genie.com), including the various pages thereof (e.g. the investor relations pages and the materials available thereon) and the information contained therein or incorporated therein are incorporated into this Annual Report on Form 10-K or our other filings with the Securities and Exchange Commission.

 

KEY EVENTS IN OUR HISTORY

 

In November 2004, IDT Corporation, or IDT, our former corporate parent, launched a retail energy provider business in New York State under the brand name IDT Energy.

 

In October 2011, we were spun-off by IDT and became an independent public company with our Class B common stock listed on the New York Stock Exchange.

 

In November 2016, GRE purchased Retail Energy Holdings, LLC, which operated REPs under the brand name Town Square Energy. 

 

In August 2017, GRE acquired Mirabito Natural Gas, a commercial supplier located in Florida. The acquisition expanded GRE’s serviceable markets into Florida.

 

In July 2019, we launched our Southern Federal Power REP and entered the energy supply market in Texas.

 

In April 2023, Genie Solar broke ground on its first company-owned solar generation project in Upstate New York.

 

In June 2023, we announced the redemption of all remaining outstanding shares of our Series A 2012 Preferred Stock.

 

In July 2023, Genie Solar broke ground on its second company-owned solar generation project, a 6.25 MW array also in Upstate New York.

 

In late 2023 and early 2024, Genie Solar acquired a portfolio of operating solar system facilities in Ohio, Michigan and Indiana.

 

2
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RECENT DEVELOPMENTS

 

In November 2025, Genie Solar completed construction of, and began generating power from Lansing Community Solar, its first company-owned community solar project in Upstate New York. 

 

DIVIDENDS

 

We currently pay a quarterly dividend on our Class A and Class B common stock.

 

The aggregate dividends paid in the year ended December 31, 2025 on our  Class A and Class B common stock (the “Common Stock”) was $8.0 million, as follows:

 

 

● 

On February 26, 2025, we paid a quarterly dividend of $0.0750 per share on our Common Stock for the fourth quarter of 2024 to stockholders of record at the close of business on February 18, 2025.

 

 

● 

On May 30, 2025, we paid a quarterly dividend of $0.0750 per share on our Common Stock for the first quarter of 2025 to stockholders of record at the close of business on May 19, 2025.

 

 

● 

On August 19, 2025, we paid a quarterly dividend of $0.0750 per share on our Common Stock for the second quarter of 2025 to stockholders of record at the close of business on August 11, 2025.

 

 

● 

On November 19, 2025, we paid a quarterly dividend of $0.0750 per share on our Common Stock for the third quarter of 2025 to stockholders of record as of the close of business on November 10, 2025.

 

On February 26, 2026, we paid a quarterly dividend of $0.075 per share on our Common Stock for the fourth quarter of 2025 to stockholders of record as of the close of business on February 18, 2026.

 

3
Table of Contents

 

BUSINESS

 

Genie Retail Energy

 

Overview

 

GRE is comprised of REPs and related businesses. GRE’s REP businesses acquire residential and business electricity and natural gas customers in deregulated markets in the United States. GRE purchases electricity and natural gas on the wholesale markets and resells these commodities to GRE's REPs' customers. The difference between the net sales price of electricity and natural gas sold to its customers and the cost of their electricity and natural gas supplies and related costs are the REP businesses’ gross profits. 

 

GRE’s REP businesses operate in certain utility territories within the deregulated retail energy markets of nineteen states in the United States: California, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Texas, as well as in Washington, D.C. As part of our ongoing business development efforts, we routinely evaluate other deregulated jurisdictions for opportunities to accelerate the growth of our customer base and to reduce operational and regulatory risks associated with geographical concentration.

 

GRE’s REP businesses operate under several brand names including IDT Energy, Residents Energy, Town Square Energy, Southern Federal Power, Evergreen and Mirabito. GRE's diverse offerings, in both the electricity and natural gas markets, include variable rate and fixed rate offerings. Throughout many of their markets, GRE's REPs offer green electricity and green natural gas products. Green electricity supply is matched with renewable energy certificates, or RECs that reflect the generation of electricity from renewable sources. Green natural gas supply is matched with carbon offsets certificates generated mostly from greenhouse emission reduction projects.

 

Historically, GRE has expanded its REP businesses primarily through organic growth of its REPs and acquisition of other REPs. Organic growth is achieved by adding new customers through customer acquisition programs at a rate faster than customers are lost through attrition. New customers are generally acquired through a combination of marketing and sales channels including door-to-door solicitation, telemarketing, online and digital marketing, direct mail, and municipal aggregation contracts. Municipal aggregation contracts award the electricity supply of the participating residents of a municipality or other grouping to a single supplier at a fixed price. 

 

GRE evaluates its customer base both in terms of the numbers of commodity meters served and the number of Residential Customer Equivalents ("RCEs") represented by these meters. An RCE is a unit of measure denoting the typical annual commodity consumption of a single-family residential customer. One RCE represents 1,000 therms of natural gas or 10,000 kWh of electricity.

 

Customer churn is a significant factor in the REP business. GRE's REPs' monthly churn rates average between four and seven percent per month. Customer churn tends to be impacted by commodity prices, weather-driven consumption changes and the prices charged to REP customers relative to competitors including the incumbent utility. Newly acquired customers typically have higher rates of churn than longer-tenured customers, and thus churn rates tend to be higher during and shortly after periods of significant expansion of our customer base. Expiration of municipal aggregation deals also impacts churn when the customers are moved en masse to the new supplier.

 

GRE’s revenue represented approximately 95.3%, 94.9% and 95.6% of our total consolidated revenue in 2025, 2024 and 2023, respectively. In 2025, GRE generated revenue of $478.5 million comprised of $412.8 million from sales of electricity, $65.7 million from sales of natural gas and a nominal amount from other sources, as compared with revenue of $403.3 million in 2024, comprised of $350.5 million from the sales of electricity, $52.1 million from the sales of natural gas and $0.7 million from other sources and in 2023, consolidated revenue was $409.9 million, comprised of $350.8 million from the sales of electricity, $56.0 million from the sales of natural gas and $3.1 million from other sources. 

 

GRE’s REP revenue is seasonal. Weather conditions have a significant impact on the demand for natural gas used for heating and electricity used for heating and cooling. Typically, colder winters increase demand for natural gas and electricity, and hotter summers increase demand for electricity. Milder winters or summers have the opposite effect. Unseasonal temperatures in other periods may also impact demand levels. Approximately 43.3%, 43.0% and 48.1% of our natural gas revenues in 2025, 2024 and 2023, respectively, were generated during the first quarter, when the demand for heating in our service areas tends to be highest. Although the demand for electricity is not as seasonal as natural gas (due, in part, to usage of electricity for both heating and cooling), approximately 30.7%, 28.7% and 32.5% of total revenues from electricity sales in 2025, 2024 and 2023, respectively, were generated in the third quarter when the demand for cooling in our service areas tends to be highest.

 

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Severe and unusual weather patterns have significantly impacted GRE’s financial results at various times through its history, and will likely do so from time to time in the future. For example, a polar vortex that impacted the northeast in the first quarter of 2014 and Winter Storm Uri that impacted Texas in the first quarter of 2021 both resulted in significant losses for GRE.

 

Global climate change has produced variations in temperature and weather patterns, resulting in unusual weather conditions, more intense, and more frequent and extreme weather events, which could further impact our operations. Weather projections suggest increases to summer temperature and humidity trends, as well as more erratic precipitation and storm patterns over the long term. The frequency in which weather conditions emerge outside the current expected climate norms could contribute to the weather-related impacts discussed above and could increase the frequency or severity of weather-related events that impact GRE's operations.

 

As of December 31, 2025, GRE serviced 346,000 meters (258,000 electric and 88,000 natural gas), and had 329,000 RCEs (250,000 electric and 79,000 natural gas). As of December 31, 2024, GRE serviced 423,000 meters (333,000 electric and 90,000 natural gas) and had 399,000 RCEs (319,000 electric and 80,000 natural gas).

 

REP Industry Overview

 

REPs operate in deregulated retail energy markets in the US. REPs purchase electricity and natural gas in the wholesale markets and resell these commodities to their customers including homeowners, renters and small to mid-sized commercial and governmental operations and institutions. Incumbent local utilities continue to handle electricity and natural gas distribution, billing, and in many cases, collections. The utilities remit the proceeds collected for the commodity supply portion of their bills less certain fees to the REPs.

 

REPs generally have no significant fixed assets and have low levels of capital expenditure. Their cost of revenue is incurred to purchase electricity and natural gas in their respective wholesale markets and other factors. Selling, general and administrative expenses are primarily related to customer acquisition, customer retention, billing and purchase of receivables, or POR, fees paid to the utilities, and overall program management.

 

As of December 31, 2025, there were thirty-two U.S. states in which there is some level of energy deregulation. We currently market in all the states where residential deregulation covers both electricity and natural gas, and in some states, where residential deregulation covers only one commodity. We are in the process of applying for licenses or setting up operations in certain such states and are constantly evaluating market opportunities in others. 

 

Marketing

 

The services of GRE’s REPs - IDT Energy, Residents Energy, TSE, SFP, Evergreen and Mirabito are made available to customers under several offerings with distinct terms and conditions. The offerings include fixed rate contracts whose unit price remains the same throughout the agreed upon term and variable rate programs whose prices may be adjusted month-to-month. The frequency and degree of these rate adjustments are determined by GRE. Variable rate products are available to all customers in all states served by GRE’s REPs except for Connecticut.

 

As of December 31, 2025, meters supplied under variable rate offerings constituted approximately 44.7% of GRE's meter base. The balance of meters were supplied under fixed rate agreements. 

 

GRE’s REPs offer green electricity and green natural gas products in many of their markets. Renewable electricity supply is 100% matched with renewable energy certificates, or RECs, that reflect the generation of electricity from sources such as hydro-electric, wind, solar and biomass. Green natural gas supply is matched with carbon offsets certificates generated mostly from greenhouse gas emission reduction projects.

 

The electricity and natural gas we sell through our offerings are metered and delivered to customers by the local utilities. The utilities also provide billing and collection services for the majority of our customers. 

 

In many states, GRE’s REPs’ receivables are purchased by the utilities in their territories for a percentage of their face value. In exchange, the utility accepts a first priority lien against the customer receivable without recourse to the REP. Programs operating within this framework are referred to as purchase of receivables, or POR, programs, and they mitigate our credit risk. Over the course of 2025, the associated cost was approximately 1.1% of GRE's revenue. At December 31, 2025, 86.6% of GRE’s net accounts receivable were under a POR program.

 

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Certain utilities in Connecticut, Ohio, New York, Pennsylvania, Illinois, Washington, D.C., Rhode Island and Massachusetts offer POR programs, without recourse. These programs permit customers with past-due balances to remain in the POR and consolidated bill programs. However, utilities in New Jersey generally do not permit customers with past-due balances beyond 120 days to enroll or remain in their POR programs. After a certain amount of time (determined based on the specific commodity), the REP becomes responsible for the billing and collection of the commodity portion of the future invoices for its delinquent customers. Certain utilities in Delaware, Illinois, New Hampshire and Ohio do not offer POR, but they do offer consolidated billing, where the utility invoices the customers on our behalf. In Florida and Texas, there are no POR or consolidated billing programs and we invoice customers directly.

 

GRE targets markets in which we can procure energy in an efficient and transparent manner. We seek to purchase wholesale energy where there is a real-time market that reflects a fair commodity price for all participants. This allows GRE to reflect a true market cost base and adjust its rates to its variable rate customers taking into account prevailing market rates.

 

We regularly monitor deregulated and deregulating markets in states where we do not yet operate to determine whether and under what conditions we could operate profitably. We may initiate the licensing process in a selected region to facilitate entry into that region contingent upon favorable regulatory developments.

 

Procurement and Management of Gas and Electric Supply

 

Certain of GRE's REPs are party to an Amended and Restated Preferred Supplier Agreement with BP Energy Company, or BP, through November 30, 2026. Under the agreement, the REPs purchase electricity and natural gas at the market rate plus a fee. The obligations to BP are secured by a first security interest in deposits or receivables from utilities in connection with their purchase of the REP’s customer’s receivables, and in any cash deposits or letters of credit posted in connection with any collateral accounts with BP. The ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants. At December 31, 2025, the Company was in compliance with such covenants.

 

GRE's REPs are required to meet certain minimum green energy supply criteria in many of the markets in which it operates. We meet those thresholds by acquiring RECs. In addition, GRE offers green or other renewable energy products to its customers in many of the territories in which we operate. GRE acquires green renewable energy conversion rights or attributes and RECs to satisfy the load requirements of electricity customers and carbon offsets for natural gas customers.

 

GRE does not own electrical power generation, transmission, or distribution facilities, or natural gas production, pipeline or distribution facilities. For their natural gas supply, GRE’s REPs currently contract with Dominion Transmission, Inc., National Fuel Supply, Williams Gas Pipeline and Texas Eastern Transmission and others for natural gas pipeline, storage and transportation services. For electricity supply, they utilize the regional independent system operators (ISOs) including the New York Independent System Operator, Inc. (NYISO), and PJM Interconnection, LLC, (PJM), ISO New England, and Electricity Reliability Council of Texas (ERCOT), for electric transmission and distribution. NYISO operates the high-voltage electric transmission network in New York State, and administers and monitors New York’s wholesale electricity markets. PJM is a regional transmission organization that coordinates the movement of wholesale electricity in all or parts of thirteen states (including New Jersey, Pennsylvania, Maryland and Illinois) and the District of Columbia. ISO New England administers the electric grid and oversees wholesale electricity markets in the New England region. In Texas, SFP acquires power through ERCOT.

 

For risk management purposes, GRE’s REPs utilize forward physical delivery contracts for a portion of their purchases of electricity and natural gas, which are defined as commodity derivative contracts. In addition, GRE’s REPs enter into put and call options as hedges against unfavorable fluctuations in market prices of electricity and natural gas.

 

The ISOs perform real-time load balancing for each of the electrical power grids in which GRE REPs operate. Similarly, load balancing is performed by the utilities or local distribution company, or LDC, for each of the natural gas markets in which GRE operates. Load balancing ensures that the amount of electricity and natural gas that GRE’s REPs purchase is equal to the amount necessary to service all the REPs' customer demands at all times. GRE’s REPs are charged or credited for balancing the electricity and natural gas purchased and sold for their account by their suppliers and the LDCs. GRE’s REPs manage the differences between the actual electricity and natural gas demands of their customers and their bulk or block purchases by buying and selling in the spot market, and through monthly cash settlements and/or adjustments to future deliveries in accordance with the load balancing performed by utilities, LDCs, and/or ISOs.

 

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Competition

 

As an operator of REPs, GRE often competes with the local utility companies in each of the markets in which it provides services and with many other licensed REPs. In some markets, competitor REPs are affiliated with local utilities. GRE also competes with several large vertically integrated energy companies as well as smaller independent operators. Competition with the utilities and REPs impacts GRE’s gross margins, customer acquisition rates and customer churn rates.

 

Increasing our market share depends in part on our ability to persuade more customers to switch from other providers to one of our REPs at a higher rate than our customers churn to other providers. Moreover, local utilities and some REPs may have certain advantages such as name recognition, financial strength and long-standing relationships with customers. Persuading potential customers to switch to GRE requires significant investments in marketing and sales operations.

 

Regulation 

 

REPs such as ours must be licensed in each state and utility service territory in which they operate. Each is subject to the rules and regulations governing the operations of REPs in each jurisdiction.

 

Although the rates charged by GRE’s REPs are not regulated in the same way as the rates of utility companies, the manner in which the REPs market to potential customers, the type of products offered, and the relationships between the REPs and their customers, are heavily regulated. GRE’s REPs must also comply with various quarterly and/or annual reporting requirements in order to maintain their eligibility to provide service. In certain jurisdictions the REPs are required to publish product offers with the applicable regulatory commissions, or in the public domain, generally on a website established for such purpose. In addition to the regulations that govern the relationships between GRE’s REPs and their customers, GRE’s REPs also maintain specific Terms & Conditions or Terms of Service for each product in each jurisdiction that the parties agree to be bound by.

 

From time to time, the Company is party to legal proceedings that arise in the ordinary course of business including those with utility commissions or other government regulatory or law enforcement agencies. 

 

As of December 31, 2025, GRE’s REPs operate in Washington D.C., New York, Pennsylvania, New Jersey, Maryland, Illinois, Indiana, Ohio, Michigan, New Hampshire, Rhode Island, Connecticut, Florida, Massachusetts, Delaware, Maine, Texas, California and Georgia. The federal government and related public service/utility commissions, among others, establish the rules and regulations for our REP operations.

 

Like all operators of REPs, GRE is affected by the actions of governmental agencies, mostly on the state level, by the respective state Public Service/Utility Commissions, and other organizations (such as NYISO, ERCOT and PJM) and indirectly by the Federal Energy Regulatory Commission, or FERC. Regulations applicable to electricity and natural gas have undergone substantial changes over the past several years as a result of restructuring initiatives at both the state and federal levels. We may be subject to new laws, orders or regulations or the revision or interpretation of existing laws, orders or regulations.

 

Environment

 

On August 16, 2022, President Biden signed the Inflation Reduction Act ("IRA"), which aims to reduce U.S. carbon emissions and promote economic development through investments in clean and renewable energy projects.

 

In addition to climate-related initiatives at the federal level, some states have adopted provisions designed to regulate GHG emissions and renewable and other portfolio standards, which impact the power sector. See discussion below for additional information on renewable and other portfolio standards.

 

The IRA created or expanded a range of tax credits and incentives intended to support deployment of clean energy technologies, energy efficiency, electric transportation, carbon capture and related infrastructure investments.

 

Certain northeast and mid-Atlantic states (Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia) currently participate in the Regional Greenhouse Gas Initiative ("RGGI"). The program requires most fossil fuel-fired power plant owners and operators in the region to hold allowances, purchased at auction, for each ton of carbon dioxide emissions. Non-emitting resources do not have to purchase or hold these allowances. Pennsylvania joined RGGI in April 2022.

 

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Broader state programs impact other sectors as well, such as the District of Columbia's Clean Energy DC Omnibus Act and cross-sector GHG reduction plans. Maryland expects to meet and exceed the mandate set in the Greenhouse Gas Emissions Reduction Act to reduce statewide GHG emissions 40% (from 2006 levels) by 2030, and the state’s Climate Solutions Now Act of 2022 further updates requirements with a proposal to reduce emissions 60% (from 2006 levels) by 2031. New Jersey accelerated its goals through Executive Order 274, which establishes an interim goal of 50% reductions below 2006 levels by 2030 and affirms its goal of achieving 80% reductions by 2050 and includes programs to drive greater amounts of electrified transportation. Delaware's Climate Change Solutions Act established in August 2023 sets a statewide GHG emissions reduction goal of 50% by January 1, 2030 and a net-zero GHG emissions goal by January 1, 2050, on a net basis as compared to a 2005 baseline. Illinois’ climate bill, Clean Energy Jobs Act, establishes decarbonization requirements for the state to transition to 100% clean energy by 2050 and supports programs to improve energy efficiency, manage energy demand, attract clean energy investment and accelerate job creation. 

 

The reelection of President Donald Trump has altered the landscape of federal climate policy. President Trump has taken several actions that pare back climate and sustainability initiatives from prior administrations and called for the repeal or modification of certain prior climate-related programs and incentives. It is not yet clear what impact, if any, these actions may have on us. President Trump has also emphasized the importance of reliable, affordable electricity to grow the economy and protect national security, and has specifically cited nuclear energy as an important technology.

 

On January 20, 2025, President Trump issued the executive order “Unleashing American Energy.” The order revokes President Biden’s Executive Orders related to climate initiatives. In addition to withdrawing from the Paris Climate Agreement, President Trump directed the United States Environmental Protection Agency (EPA) to abandon the consideration of the “social cost of carbon” in regulatory determinations and submit a recommendation on the fate of the 2009 finding under the Clean Air Act (CAA) that greenhouse gases threaten public health and welfare, which serves as a necessary statutory prerequisite for EPA to implement greenhouse gas emission standards for motor vehicles and other sectors. The order also directed federal agencies to pause or reassess certain clean energy and climate-related funding programs established under the IRA and Infrastructure Investment and Jobs Act, subject to applicable law.

 

On July 4, 2025, The One Big Beautiful Bill Act (OBBB) was enacted into law, which accelerated the phase-out or termination of certain clean energy tax credits that were central to the Inflation Reduction Act. For wind and solar projects, tax credits were subject to shortened eligibility timelines. Projects must either be completed by the end of 2027 or begin construction within 12 months of the bill's passage to qualify, compared to other clean energy technologies like battery storage and carbon capture which retain credits into the next decade. The residential solar tax credit (Section 25D) terminates on December 31, 2025, while EV charger credits must be placed in service by June 30, 2026, and clean commercial vehicle credits require acquisition by September 30, 2025. One notable exception is the clean fuel production credit (Section 45Z), which was extended through 2029, though with reduced values for sustainable aviation fuel and requirements that feedstocks come exclusively from the US, Canada, or Mexico. The law also introduces complex "Foreign Entity of Concern" restrictions that prohibit tax credits for projects with ownership, control, or material assistance from entities connected to China, North Korea, Russia, or Iran, creating significant compliance burdens for developers and potentially disrupting supply chains that have relied on foreign components and materials.

 

The Company cannot predict the nature of future regulations or how such regulations and industry developments might impact its future operations.

 

The adoption and implementation of any laws or regulations imposing obligations on, or limiting GHG emissions could adversely affect pricing or demand for our offerings. We may not be able to pass on increases in costs to customers. In addition, changes in regulatory policies that result in a reduction in the demand for hydrocarbon products and carbon-emitting fuel sources that are deemed to contribute to climate change, or restrict the use of such products or fuel sources, may reduce demand for our offerings or impact the energy supply markets.

 

Employees

 

As of April 10, 2026, GRE employed 139 employees, 56 of whom are located in our New Jersey office, 52 of whom are located in the New York office, 20 of whom are located in our Arizona office and 11 of whom are located in Texas.

 

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Genie Renewables

 

Overview

 

GREW is comprised of businesses that market and provide renewable and other energy solutions. GREW currently primarily consists of (i) our 95.5% interest in Genie Solar, (ii) our 93.8% interest in CityCom, (iii) our 91.5% interest in Diversegy. and (iv) our 72.2% interest in Roded.

 

Genie Solar is engaged in multiple facets of the solar energy ecosystem including, development, construction, management and operations of small utility scale solar generation projects including community solar. We utilize our best-in-class technology and expertise to identify and permit potential solar sites, design, build operate them as well as to evaluate and acquire operating solar generation assets. Genie Solar holds our 60.0% interest in Prism which specializes in sales of solar panels.

 

Our current solar portfolio consists of a 9.4 MW operating portfolio of projects in Ohio and Michigan, 6 MW of operational community solar in New York, 4 MW community solar projects in New York that are at the construction phase and 6 MW of projects in permitting.

 

CityCom Solar is a provider of customer acquisition solutions for community solar and alternative products and services that are complementary to our energy offerings.

 

Diversegy is an energy procurement advisor to industrial, commercial and municipal customers across deregulated energy markets in the United States. The company acts as an intermediary between customers and suppliers, leveraging its expertise and relationships to secure attractive contract rates and terms. It also offers ancillary energy services in both deregulated and regulated state markets.

 

Roded is a pre-revenue start-up that has developed, engineered, and tested proprietary processes for converting certain agricultural and industrial plastic wastes into various commercial plastic products. Because its primary input is low-cost plastic waste that would otherwise be disposed in landfills or incinerated, and because Roded products may qualify for plastic waste reduction program credits in certain jurisdictions. Roded’s manufactured products may significantly undercut current offerings in multiple markets. Roded expects to bring its first offerings – high-grade recycled plastic pallets to market in Israel in 2026, and is pursuing expansion to other key locations within the $70 billion plus global pallet market. 

 

Market

 

Genie Solar is engaged in different business areas within the solar energy industry.

 

Solar energy is one of the fastest growing forms of renewable energy with numerous economic and environmental benefits that make it an attractive complement to and/or substitute for traditional forms of energy generation. Demand for renewable energy has accelerated recently with the renewable targets and decarbonization goals across all industry segments, including the public sector, the private sector and residential customers.

 

In recent years, the price of solar power systems, and accordingly the cost of producing electricity from such systems, has dropped to levels that are competitive with or below the wholesale price of electricity in many markets. Worldwide solar markets continue to develop, aided by the above factors as well as demand elasticity resulting from declining industry average selling prices, both at the module and system level, which make solar power more affordable. 

 

Multiple markets within the United States possess characteristics favorable for the solar generation market, including (i) sizeable electricity demand, particularly around growing population centers and industrial areas; (ii) strong demand for renewable energy generation; and (iii) abundant solar resources. In those areas and applications in which these factors are more pronounced, our solar energy solutions compete favorably on an economic basis with traditional forms of energy generation.

 

CityCom markets direct to consumer customer acquisition solutions for community solar and alternative products and services across United States

 

Diversegy competes for industrial, commercial and municipal customers in markets across the United States.

 

The energy procurement market operates within the broader energy industry, facilitating transactions between energy suppliers and customers. Energy procurement companies play a critical role in deregulated energy markets, helping customers identify the optimal services and terms for their specific needs.

 

The energy procurement sector has grown significantly in regions with energy deregulation, such as the United States, Canada, and parts of Europe. Increasing volatility in energy prices, rising demand for cost-effective energy solutions, and growing awareness of energy procurement strategies have driven demand for these services. The market is influenced by factors such as regulatory changes, technological advancements, and shifts in energy supply dynamics, including the integration of renewable energy sources.

 

The market is expected to continue experiencing growth as businesses seek ways to manage energy costs and navigate the increasingly complex energy markets. The increasing integration of renewable energy, advancements in smart grid technology, and evolving regulatory policies will further influence the industry's direction. The market is expected to continue experiencing growth as businesses seek ways to manage energy costs and navigate the increasingly complex energy markets. The increasing integration of renewable energy, advancements in smart grid technology, and evolving regulatory policies will further influence the industry's direction.

 

Roded competes in the $70.0 billion plus global market for shipping pallets with a focus on plastic pallets. The plastic pallet segment is experiencing particularly robust expansion, growing faster than the overall pallet market with compound annual growth rates ranging from 6.0% to 8.3% depending on the specific segment and application. The company currently markets its products in Israel and is pursuing expansion to other key locations.

 

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Business Operations

 

In 2025, Genie Solar accounted for 0.9% and 18.3% of our consolidated revenue and GREW segment's revenue, respectively.

 

In 2025, CityCom Solar accounted for 0.3% and 5.9% of our consolidated revenue and GREW segment's revenue, respectively.

 

In 2025, Diversegy accounted for 3.5% and 75.1% of our consolidated revenue and GREW segment's revenue, respectively.

 

Regulations

 

On May 23, 2023, the EPA published in the Federal Register proposed new source performance standards under CAA section 111(b) that would establish standards of performance for emissions of greenhouse gases (expressed as carbon dioxide (CO2)) for newly constructed, modified, and reconstructed fossil fuel-fired electric utility steam generating units and fossil fuel-fired stationary combustion turbines. On that same day, in a separate rulemaking under CAA section 111(d), the EPA published proposed emission guidelines for states to use in developing plans to limit CO2 emissions from existing fossil fuel-fired electric generating units and certain large existing stationary combustion turbines.

 

Additionally, a number of federal regulations have increased the cost of fossil generation across the country over the last several decades. The Clean Air Act of 1970 originally provided the EPA with authority to regulate emissions, but it was not until the 2000s that EPA restrictions on sulfur dioxide and nitrogen oxides emissions required installation of scrubbers or other emissions control equipment. More recently, EPA’s continued air quality level regulations have driven controls on all types of units along with stringent operational limitations. EPA has also set broader standards for greenhouse gas emissions particularly from new, modified, and reconstructed fossil-fired power plants forcing efficiency improvements and increasing maintenance costs. At the state level, a number of carbon pricing schemes have been implemented, including a cap-and-trade program in California and a carbon tax in the Northeast via the RGGI.

 

In April 2024, EPA issued a final rule that regulates greenhouse gases from existing coal, new natural gas-fired power plants, and existing oil/gas steam generators under Clean Air Act section 111. The applicable standards are subcategorized by retirement date for existing coal and capacity factor for existing gas. EPA has solicited comments on approaches for regulating GHGs from existing gas plants in a docket that closed in May 2024. In October 2024, the U.S. Supreme Court rejected a request to temporarily block implementation of EPA's GHG standards for existing coal, new gas, and existing oil/gas steam generators. The rule is currently being litigated in the DC Circuit. Under the Unleashing American Energy Executive Order, issued on January 20, 2025, agencies are directed to revisit regulations that “impose an undue burden” on the use of domestic energy resources, including coal, natural gas, and oil. In February 2025, EPA filed a motion to hold the D.C. Circuit litigation in abeyance.

 

In February 2026, the EPA issued a final rule which rescinded its 2009 Greenhouse Gas Endangerment Finding under Section 202(a)(1) of the Clean Air Act and eliminated all existing GHG emissions standards for motor vehicles. While the 2009 endangerment finding did not directly regulate the utility industry, the EPA could apply the same legal theories in this final rule to other federal regulations on GHG emissions, including those under Section 111. After the EPA issued the final rule, certain entities filed litigation in the D.C. Circuit challenging the rescission. Additional litigation is expected to be filed.

 

Under the January 20, 2025 Executive Order “Unleashing American Energy,” federal agencies are directed to review regulations imposing undue burdens on domestic energy resources, including coal, natural gas, and oil, which may affect the timing and implementation of these proposed rules.

 

Government Incentives

 

The U.S. federal government provides an uncapped investment tax credit, or “Federal ITC,” that originally allowed a taxpayer to claim a credit of 30% of qualified expenditures for a residential or commercial solar generation facility. The Tax Act did not make any changes to the existing laws surrounding tax credits for renewable energy. The Federal ITC is currently at 26% for a solar generation facility. A permanent 10% Federal ITC is available for non-residential solar generation facility construction that begins on or after January 1, 2022.

 

The IRA, enacted August 16, 2023, established Federal ITC incentives for renewable energy and energy storage projects. Certain ITC incentives were subsequently accelerated or curtailed under the One Big Beautiful Bill Act (OBBB, July 4, 2025), including revised construction or completion deadlines for wind and solar projects. The Federal ITC for standalone energy storage remains available for eligible costs, subject to these limitations.

 

As discussed above, on July 4, 2025, the OBBB was enacted into law, which dramatically curtails the clean energy sector by accelerating the elimination of tax credits that were central to the Inflation Reduction Act. 

 

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Many states offer a personal and/or corporate investment or production tax credit for renewable energy facilities, which is additive to the Federal ITC. Further, more than half of the states, and many local jurisdictions, have established property tax incentives for renewable energy facilities that include exemptions, exclusions, abatements and credits. Many renewable energy facilities in the U.S. have been financed with a tax equity financing structure, whereby the tax equity investor is a member holding equity in the limited liability company that directly or indirectly owns the solar generation facility or wind power plant and receives the benefits of various tax credits. Additionally, Solar Development often benefits from state incentives that may provide valuable Renewable Energy Certificates, cash refunds and/or guaranteed revenue per unit of electricity produced by utility scale solar projects like community solar.

 

Many states have also adopted procurement requirements for renewable energy production. Thirty states, Washington, D.C., and two territories have active renewable or clean energy requirements, while an additional 3 states and 1 territory have set voluntary renewable energy goals. Renewable portfolio standard ("RPS") legislation has seen two opposing trends in recent years. On one hand, many states with RPS targets are expanding or renewing those goals. Since 2018, 15 states, 2 territories, and Washington, D.C., have passed legislation to increase or expand their renewable or clean energy targets. Eleven states and one territory have allowed their RPS targets to expire.

 

There are 41 states that have a regulatory policy known as net metering. Net metering typically allows customers to interconnect their on-site solar generation facilities to the utility grid and offset their utility electricity purchases by receiving a bill credit at the utility’s retail rate for energy generated by their solar generation facility in excess of electric load that is exported to the grid. Some states require utilities to provide net metering to their customers until the total generating capacity of net metered systems exceeds a set percentage of the utilities’ aggregate customer peak demand.

 

Growth Strategy

 

Genie Solar expects to continue operating its portfolio of operating solar assets and complete construction of the projects in progress. 

 

CityCom expects to grow by expanding customers base within its existing product and services as well as by expanding into additional product markets. 

 

Diversegy expects to grow by expanding its market reach, enhancing product service offerings, leveraging new technology platforms and deepening its strong client relationships.

 

Roded expects to bring its initial commercial offering, a recycled plastic pallet, to market in Israel in 2026 and to demonstrate that it can utilize its proprietary technologies at scale. Also in 2026, Roded expects to identify and obtain sites for additional manufacturing facilities to meet local demand in certain global markets.

 

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Competition

 

At CityCom, we face competition from alternative service providers as well as alternative products and services that source customers for our clients. 

 

At Diversegy, the energy procurement market is highly competitive with a number of different competition types. We face competition from other brokers as well as other REPs and incumbent utilities that market directly to customers.

 

At Roded, the market for plastic is dominated by a mix of large multinational manufacturers that compete on durability, weight and total cost of ownership against each other and traditional wood pallet suppliers. Roded expects to bring its initial commercial offering, a recycled plastic pallet, to market in Israel in 2026 and to demonstrate that it can utilize its proprietary technologies at scale.  Also in 2026, Roded expects to identify and obtain sites for additional manufacturing facilities to meet local demand in certain global markets.

 

Employees

 

As of April 10, 2026, GREW employed 51 employees, 20 of whom are located in our New Jersey office, 18 of whom are located in our Florida office and 13 of whom are located in our Israel office working for Roded.

 

Climate Change

 

As indicated by the Intergovernmental Panel on Climate Change, emissions of, including carbon dioxide, are very likely changing the world’s climate. Climate change could affect customer demand for the Company's offerings. It might also cause physical damage to the energy production ecosystem that the Company's REPs rely on to procure electricity and natural gas for their customers. Additionally, climate change could affect the availability of risk management products and services that the Company’s REPs rely on to manage  their risk position.

 

In September 2016, the U.S. joined in adopting the agreement reached on December 12, 2015, at the United Nations Framework Convention on Climate Change meetings in Paris  (commonly referred to as the “Paris Agreement”) to reduce GHG emissions. The Paris Agreement’s non-binding obligations to limit global warming to below two degrees Celsius became effective on November 4, 2016.  The Company cannot currently estimate the financial impact of climate change policies, although potential legislative or regulatory programs restricting carbon dioxide emissions, or litigation alleging damages from GHG emissions, could require material capital and other expenditures or result in changes to its operations. In January 2025, the United States announced its intent to withdraw from the Paris Agreement; however, withdrawal does not directly alter existing domestic statutory or regulatory requirements.

 

In December 2009, the EPA released its final “Endangerment and Cause or Contribute Findings for GHGs under the Clean Air Act (CAA),” concluding that concentrations of several key GHGs constitute an "endangerment" and may be regulated as "air pollutants" under the CAA and mandated measurement and reporting of GHG emissions from certain sources, including electric generating units (EGUs). Subsequently, the EPA released its final Clean Power Plan (CPP) regulations in August 2015 to reduce CO2 emissions from existing fossil fuel-fired EGUs and finalized state regulations imposing CO2 emission limits for new, modified, and reconstructed fossil fuel-fired EGUs. Numerous states and private parties filed appeals and motions to stay the CPP with the D.C. Circuit in October 2015. On February 9, 2016, the U.S. Supreme Court stayed the rule during the pendency of the challenges. In 2019, the EPA repealed the CPP and replaced it with the Affordable Clean Energy (ACE) rule, that established guidelines for states to develop standards of performance to address GHG emissions from existing coal-fired generation. On January 19, 2021, the Washington D.C. Circuit Court vacated and remanded the ACE rule declaring that the EPA was “arbitrary and capricious” in its rule making and, as such, the ACE rule is no longer in effect and all actions thus far taken by states to implement the federally mandated rule are now null and void.

 

On May 23, 2023, the EPA proposed new and revised New Source Performance Standards (NSPS) and emission guidelines for new and existing fossil fuel-fired EGUs under Section 111 of the Clean Air Act. In April 2024, the EPA finalized rules establishing carbon dioxide emission standards for certain new natural gas-fired units and emission guidelines for existing coal-fired and certain new natural gas-fired units, including compliance pathways that may involve carbon capture and storage, co-firing with lower-carbon fuels such as hydrogen, or retirement. These rules are subject to ongoing litigation and potential administrative review. Depending on the outcomes of further appeals, administrative actions, or subsequent rulemakings, and how any final rules are ultimately implemented, the future cost of compliance may be material.

 

Federal procurement policies adopted pursuant to executive authority and federal sustainability statutes have established targets for carbon pollution-free electricity, zero-emission vehicle acquisitions, and reductions in emissions from federal facilities. While certain executive directives were rescinded or modified in 2025, statutory authorities and agency rulemaking adopted thereunder remain in effect unless revised or repealed.

 

Additionally, a number of other federal and state regulations have increased the cost of fossil generation across the U.S. over the last several decades. The Clean Air Act of 1970 originally provided the EPA with authority to regulate emissions, but it was not until the 2000s that the EPA restrictions on sulfur dioxide and nitrogen oxide emissions required installation of scrubbers or other emissions control equipment. More recently, the EPA’s continued air quality level regulations have driven controls on all types of units along with stringent operational limitations. The EPA has also set broader standards for GHG emissions particularly from new, modified, and reconstructed fossil-fired power plants forcing efficiency improvements and increasing maintenance costs. At the state level, a number of carbon pricing schemes have been implemented, including a cap-and-trade program in California and participation by several northeastern and mid-Atlantic states in the Regional Greenhouse Gas Initiative (RGGI).

 

The cost to the Company to comply with any legislation, regulations or initiatives limiting GHG emissions or otherwise seeking to limit the impact of climate change could be substantial.

 

Moreover, regulations imposing obligations on, or limiting GHG emissions from, our equipment and operations could adversely affect pricing or demand for our offerings. We may not be able to pass on increases in costs to customers. In addition, changes in regulatory policies that result in a reduction in the demand for hydrocarbon products and carbon-emitting fuel sources that are deemed to contribute to climate change, or restrict the use of such products or fuel sources, may reduce demand for our offerings or impact the energy supply markets.

 

Additionally, on March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) issued a proposed rule regarding the enhancement and standardization of mandatory climate-related disclosures for investors.  In March 2024, the SEC adopted final climate-related disclosure rules requiring certain registrants to include specified climate-related disclosures in registration statements and periodic reports, including governance, material climate-related risks, and certain financial statement metrics. The final rules do not require Scope 3 emissions disclosure and include phased compliance requirements for larger registrants. The rules have been subject to legal challenge, and implementation has been stayed pending judicial review. Following the adoption of climate-related disclosure rules in March 2024, the SEC formally voted in March 2025 to cease defending these regulations against legal challenges, calling them overly intrusive. While litigation is currently paused in the Eighth Circuit, the rules remain under a voluntary stay and are not being enforced, rendering their future implementation uncertain.

 

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Further, legislative and regulatory initiatives are underway for addressing climate change. The Inflation Reduction Act of 2022 (“IRA”) appropriates significant federal funding for renewable energy initiatives and imposes a methane emissions charge on certain oil and gas facilities exceeding specified emissions thresholds. In January 2025, executive action directed federal agencies to review certain climate-related funding programs under the IRA and the Infrastructure Investment and Jobs Act. While some funding disbursements have been delayed or modified, the statutory provisions of the IRA remain in effect unless amended by Congress. The emissions fee and funding provisions of the law could increase operating costs within the oil and gas industry and accelerate a transition away from fossil fuels, which could in turn adversely affect our business and results of operations.

 

On January 20, 2025, the executive order entitled “Unleashing American Energy” directed federal agencies to review existing climate-related regulations, reconsider use of the “social cost of carbon” in regulatory analysis, and evaluate the 2009 Endangerment Finding under the Clean Air Act. The order also announced withdrawal from the Paris Agreement. It remains uncertain what regulatory changes, if any, will ultimately result from these directives.

 

On July 4, 2025, the OBBB was signed into law, which curtails certain clean energy incentives by accelerating the phaseout of or modifying tax credits enacted under the IRA. For wind and solar projects, eligibility timelines were accelerated, generally requiring projects to be placed in service by the end of 2027 or to have begun construction within specified timeframes to qualify. Certain other technologies, including battery storage and carbon capture, retain eligibility into the next decade. The residential solar investment tax credit under Section 25D of the OBBB terminates after December 31, 2025. The clean fuel production credit under Section 45Z of the OBBB was extended through 2029, subject to modified credit values and domestic sourcing requirements. The law also establishes restrictions relating to “Foreign Entities of Concern,” which may limit tax credit eligibility where ownership, control, or material assistance involves specified foreign jurisdictions. These changes may affect project economics, supply chains and market demand for renewable energy and related technologies.

 

Employees and Human Capital Resources

 

Attracting and retaining qualified personnel familiar with our businesses who head our different businesses units is critical to our success. As of April 10, 2026, we had a total of 202 employees, of which all were full-time employees.  Additionally, we utilize the services of external marketing companies who engage in sales practices on our behalf. These vendors utilize both employees and contractors.

 

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. To accomplish that, our compensation practices are designed to attract and retain qualified and motivated personnel and align their interests with the goals of the Company and with the best interests of our stockholders. Our compensation philosophy is to provide compensation to attract the individuals necessary for our current needs and growth initiatives, and provide them with the proper incentives to motivate those individuals to achieve our long-term plans, which includes among other things, equity and cash incentive plans that attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards.

 

We believe that talent attraction and retention are critical to our ability to achieve our strategy and that a trained, diverse and inspired workforce is integral to delivering on our objectives. Our recruiting process reaches a wide array of potential employees, and we employ a rigorous screening process to ensure that we identify and hire quality professionals. We work to ensure that compensation and benefits offered to employees are fair and reflects industry standards and best practices.

 

We are committed to diversity and inclusion in the workforce including a policy of non-discriminatory treatment and respect of human rights for all current and prospective employees. Discrimination on the basis of an individual’s race, religion, creed, color, sex, sexual orientation, age, marital status, disability, national origin or veteran’s status is not permitted by us and is illegal in many jurisdictions. We respect the human rights of all employees and strive to treat them with dignity consistent with standards and practices recognized by the international community.

 

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Intellectual Property

 

We rely on a combination of patents, copyrights, trademarks, domain name registrations and trade secret laws in the United States and other jurisdictions and contractual restrictions to protect our intellectual property rights and our brand names. All of our employees sign confidentiality agreements. These agreements provide that the employee may not use or disclose our confidential information except as expressly permitted in connection with the performance of his or her duties for us, or in other limited circumstances. These agreements also state that, to the extent rights in any invention conceived of by the employee while employed by us do not vest in us automatically by operation of law, the employee is required to assign his or her rights to us. 

 

Item 1A. Risk Factors.

 

RISK FACTORS

 

Our business, operating results or financial condition could be materially adversely affected by any of the following risks as well as the other risks highlighted elsewhere in this document, particularly the discussions about regulation, competition and intellectual property. The trading price of our Class B common stock could decline due to any of these risks. 

 

Risks Related to Genie Retail Energy

 

The REP business is highly competitive, and we may be forced to reduce prices or incur additional costs.

 

GRE’s REP businesses face substantial competition both from the traditional incumbent utilities as well as from other REPs, including REP affiliates of the incumbent utilities in specific territories. As a result, we may be forced to reduce prices, incur increased costs or lose market share and cannot always pass along increases in commodity costs to customers. We compete on the basis of provision of services, customer service and price. Present or future competitors may have greater financial, technical or other resources which could put us at a disadvantage. Additionally, our experience has shown that utilities do not change their rates offered to customers immediately in response to increased prices for the underlying commodities.

 

Increasing our market share depends in part on our ability to persuade more customers to switch to GRE’s services than those that churn from us to other providers or back to the local utility. Moreover, local utilities and some REPs may have certain advantages such as name recognition, financial strength and long-standing relationships with customers. Persuading potential customers to switch to GRE’s REPs requires significant marketing and sales operations. If GRE is not successful in convincing customers to switch our REP businesses, results of operations and financial condition will all be adversely affected. 

 

Our strategy is based on current regulatory conditions and assumptions, which could change or prove to be incorrect.

 

From time to time, various states may propose or modify legislation or regulations which could adversely affect our marketing practices and ability to acquire and serve customers. The Company and the REP industry as a whole is working with government representatives, legislators, and advocacy interest groups to lobby for legislation and regulation that most effectively protects customer interests while preserving the competitive structure of deregulated markets. We also seek to expand and diversify into new markets with regulatory structures that are more favorable to the competitive retail supply of energy.

 

For example, in response to legislation, the New York Public Service Commission (“PSC”) issued a number of orders implementing various directives, including, imposing (i) registration requirements for all energy supply sales agents, consultants and brokers, and (ii) compensation disclosure requirements. Additionally, PSC Staff has proposed that new consent requirements for changes in product offerings and pricing be added to the Uniform Business Practices. We are working to ensure that our products and services are fully compatible with all of the PSC's Orders. Nevertheless, compliance could impact customer acquisition, revenue and profitability. As of December 31, 2025, New York represented 12.5% of GRE’s total meters served and 11.3% of the total residential customer equivalents (“RCEs”) of GRE’s customer base. For the years ended December 31, 2025 and 2024, gross revenue from New York was $56.3 million and $59.3 million, respectively.

 

In Maryland, recent legislation eliminated POR and utility consolidated billing for residential customers. As a result, we have returned the impacted customers to the utility and are no longer serving residential customers in that market. For the years ended December 31, 2025 and 2024, gross revenue from Maryland was $12.8 million and $12.7 million, respectively.

 

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Although the Company is participating in industry groups and lobbying to minimize against adverse legislation, such legislation could have a material impact on the Company’s ability to sell and market energy supply in those states. 

 

Any legislative or regulatory changes that negatively impacts the sale of fossil fuels or electricity derived therefrom would adversely affect the results of our operations and financial conditions.

 

Unusual weather conditions, which may become more commonplace, may have significant direct and indirect impacts on GRE's results of operations.

 

Severe weather, natural disasters, and other related phenomena could become more prevalent and unpredictable as a result of climate change or other factors, which could negatively affect our business and financial condition to the extent such events occur in or impact markets GRE operates. Customer energy needs vary with weather conditions, primarily due to fluctuations in temperature and humidity. To the extent that weather conditions are affected by climate change, customer energy use could increase or decrease depending on the duration and magnitude of the changes. More frequent extreme weather conditions and seasonal fluctuations also impact the variability of load and generation. Weather conditions also impact transmission and distribution system operations. For example, exceptionally warm weather conditions for a long duration, which generally would result in increased customer energy usage, would also result in increased operational risks for transmission and distribution infrastructure, such as the risk of equipment malfunction due to continuous operation. 

 

If, as a result of severe weather event, we increase the price, because our variable pricing plans, we may experience an increase in customer churn as utilities and fixed price REPs appeared to have more attractive pricing. A failure to mitigate an increase in churn could result in decreases in meters served and revenues.

 

In certain markets, we contractually commit to provide customers with a fixed price, irrespective of our cost of supply in the wholesale energy markets. Even under variable contracts, we seek to manage customer price expectations by using reasonable efforts to avoid or mitigate potential pass-throughs related to unforeseeable weather events (even where such pass-throughs are contractually permissible). Although we use our best efforts to reasonably hedge our commodity positions to absorb weather-related cost spikes, we cannot always anticipate unforeseeable extreme weather events, and we may be forced to absorb these cost increases in order to serve our customers. 

 

For example, a confluence of issues in January and February 2014 associated with the winter season’s polar vortex resulted in extraordinarily large spikes in the prices of wholesale electricity and natural gas in markets where GRE and other retail providers purchase their supply. Repeats of the circumstances or similar circumstances could similarly harm margins and profitability in the future, and we could find it necessary to take similar or other actions that would have a negative impact on our financial condition and results of operations.

 

Additionally, in mid-February of 2021, the State of Texas experienced unprecedented cold weather and snow. With the grid overtaxed and rolling blackouts being enforced, by order of ERCOT, real-time commodity prices during the crisis escalated astronomically. Although our supply commitment for our customers in Texas was reasonably hedged for expected winter weather conditions, the extreme usage spike exposed us to further unexpected cost increases. Despite our cost increases related to the unprecedented price volatility in real-time electricity prices, we maintained customer rates under current agreements with customers. The impact on our consolidated profitability for the year ended December 31, 2021 was approximately $10.6 million.

 

Our REP business may be subject to increased costs or liabilities related to the impact of GHG emissions or climate change. which may lead to substantially increased costs, including those beyond our ability to satisfy.

 

There has been a trend in recent years toward increased scrutiny and regulatory oversight of the oil and gas and energy industries, including, among other things, proposed or enacted laws and regulations aimed at reducing or restricting oil and gas production or making the production, marketing or usage of oil and gas, including for generation of electricity, more expensive.

 

Future laws or regulation or legal or regulatory efforts could also seek to impose liability on participants in the supply chain for natural gas or electricity produced from carbon-emitting fuel sources, including REPs like those we own and operate, for the current and historical effects of GHG and climate change, including health impacts, personal injuries and property and other damages.

 

As discussed more fully in the section entitled “Climate Change” of this Annual Report on Form 10-K, the cost to us to comply with any legislation, regulations or initiatives limiting GHG or emissions or otherwise seeking to limit the impact of climate change could be substantial. Moreover, regulations imposing obligations on, or limiting GHG emissions that may be deemed to result from our operations could adversely affect pricing or demand for our offerings. We may not be able to pass on increases in costs to customers. In addition, changes in regulatory policies that result in a reduction in the demand for natural gas or electricity generated from carbon-emitting fuel sources that are deemed to contribute to climate change, or restrict the use of such products or fuel sources, may reduce demand for our offerings or impact the energy supply markets.

 

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Moreover, environmental agencies may seek penalties for failure to comply with laws, regulations or permits from parties involved in the supply chain for natural gas or electricity produced from carbon-emitting fuel sources, including REPs like those we own and operate, whose operations do not actually directly emit carbon fuels.

 

We may also be subject to penalties from other regulatory agencies and be subject to increased operating costs for remediation and clean-up costs, civil penalties, or subject to claims from regulatory agencies, law enforcement for alleged effects of GHG and climate change, including health impacts, personal injuries and property and other damages. 

 

We may face lawsuits from various parties targeting stakeholders within the broader energy industry. The exposure is broad generally in nature and many of the initial plaintiffs were companies involved in the exploration and development phase of industry. It is unknown how widespread this risk will be to parties in the energy value chain, including REP’s. Although we have taken action to comply with all industry rules and regulations, we cannot ensure that those actions will be effective, and we will not be subject to litigation in the future.

 

GRE's business is subject to physical, market and economic risks relating to potential effects of climate change, and policies at the national, regional and state levels to regulate GHG emissions and mitigate climate change could adversely impact our results of operations, financial condition and cash flows.

 

Fluctuations in weather and other environmental conditions, including temperature and precipitation levels, may affect consumer demand for electricity or natural gas. In addition, the potential physical effects of climate change, such as increased frequency and severity of storms, floods and other climatic events, could disrupt GRE's operations and supply chain, and cause it to incur significant costs in preparing for or responding to these effects. These or other changes in climate could lead to increased operating costs or capital expenses. GRE's customers may also experience the potential physical impacts of climate change and may incur significant costs in preparing for or responding to these efforts, including increasing the mix and resiliency of their energy solutions and supply.

 

Fixed Rate Products or Guaranteed Pricing Programs could result in losses or decreased profits if GRE fails to estimate future commodity prices and commodity consumption accurately.

 

Fixed rate products are becoming a greater part  of our offering as they are currently preferred by many customers and regulators. REPs and utilities offering fixed rate products or guaranteed pricing often are unable to change their sell rates offered to customers in response to volatility in the prices of the underlying commodities or changes in the regulatory environment. Sudden spikes in commodity prices, particularly when coupled with rapid, unexpected increases in consumption, expose us to the risk that we will incur significant unforeseen costs in performing fixed rate contracts. During the year ended December 31, 2025, GRE’s revenues from meters enrolled in offerings with fixed rate characteristics constituted approximately 57.7% and 24.6% of GRE’s electric and natural gas revenues, respectively. 

 

However, it is difficult to predict future commodity costs. Any losses resulting from the risks associated with fixed rate programs will reduce our working capital and profitability. Our inability to accurately estimate the cost of providing services under these programs could have an adverse effect on our profitability and cash flows. We employ an active and robust hedging program. Within this exercise there are inherent assumptions about consumption and pricing. There is risk that volatility will take place outside of the range of potential outcomes contemplated by the program. In these instances, the hedge will not be sufficient to control for risk and losses may occur.

 

Commodity price volatility could have an adverse effect on our cost of revenues and our results of operations.

 

Volatility in the markets for certain commodities can have an adverse impact on our costs for the purchase of the electricity and natural gas that GRE sells to its customers. Volatility events can have a material adverse impact on our financial condition because of our fixed or guaranteed price products, we cannot, and in our variable price products, due to customer or competitive factors, we may not always be able or choose to, pass along increases in costs to our customers. This would have an adverse impact on our margins and results of operations. Alternatively, volatility in pricing for GRE’s electricity and natural gas related to the cost of the underlying commodities can lead to increased customer churn. In times of high commodity costs, our variable pricing model and commodity purchasing approach can lead to competitive disadvantages as we must pass along all or some portion of our increased costs to our customers.

 

GRE’s growth depends in part on its ability to enter new markets. 

 

New markets are evaluated based on many factors, which include the regulatory environment, as well as GRE’s REP businesses' ability to procure energy in an efficient and transparent manner. We seek to purchase wholesale energy where there is a real time market that reflects a fair price for the commodity for all participants. Once new markets are determined to be suitable for GRE’s REP businesses, we expend substantial efforts to obtain necessary licenses and will incur significant customer acquisition costs and there can be no assurance that we will be successful in new markets. Furthermore, there are regulatory differences between the markets that we currently operate in and new markets, including, but not limited to, exposure to credit risk, additional churn caused by tariff requirements, rate-setting requirements and incremental billing costs. A failure to identify, become licensed in, and enter new territories may have a material negative impact on our growth, financial condition and results of operations. 

 

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GRE may be subject to future litigation that could limit its operations.

 

In connection with the 2013-2014 events described in the Risk Factor above entitled “Unusual weather conditions which may become more commonplace, may have significant direct and indirect impacts on GRE's and GREI's business and results of operations,” IDT Energy was also sued in separate putative class action suits in New York, New Jersey and Pennsylvania, partially related to the price increases during the winter of 2014. From time to time, IDT Energy is also subject to inquiries, investigation or action from public utility commissions or other governmental regulatory or law enforcement agencies related to compliance of its practices with statutory or regulatory schemes. 

 

IDT Energy does not believe that it was at fault or acted in any way improperly with respect to the events of winter 2014 or in connection with any other practices that are subject to investigation or litigation. Although we have taken action to insulate us and our customers from future similar events, we cannot assure that those actions will be effective and we will not be subject to litigation in the future.

 

Such class action lawsuits or other claims against us could have a material adverse impact on our financial condition, competitive position or results of operations.

 

Industry transition risks associated with climate change, including those related to regulatory mandates could negatively impact our financial results.

 

Where federal or state legislation mandates the use of renewable fuel sources, such as wind and solar, and such legislation does not also provide for adequate cost recovery, it could result in significant changes in our business, including material increases in REC and power purchase costs. Such mandatory renewable portfolio requirements may have an adverse effect on our financial condition and results of operations.

 

A number of regulatory and legislative bodies have introduced requirements and/or incentives to reduce peak demand and energy consumption. Such conservation programs could result in customer consumption reduction and adversely impact our financial results in different ways.

 

In the past, we have been adversely impacted by reduced electric usage due in part to energy conservation efforts such as the use of efficient lighting products such as CFLs, halogens and LEDs. We are unable to determine what impact, if any, conservation will have on our financial condition or results of operations.

 

We face risks that are beyond our control due to our reliance on third parties and our general reliance on the electrical power and transmission infrastructure within the United States.

 

Our ability to provide energy delivery and commodity services depends on the operations and facilities of third parties, including, among others, BP, NYISO and PJM. Our reliance on the electrical power generation and transmission infrastructure within the United States makes us vulnerable to large-scale power blackouts. The loss of use or destruction of third party facilities that are used to generate or transmit electricity due to extreme weather conditions, breakdowns, war, acts of terrorism or other occurrences could greatly reduce our potential earnings and cash flows.

 

The REP business, including our relationship with our suppliers, is dependent on access to capital and liquidity.

 

Our business involves entering into contracts to purchase large quantities of electricity and natural gas. Because of seasonal fluctuations, we are generally required to purchase electricity or natural gas in advance and finance that purchase until we can recover such amounts from revenues. Certain of GRE’s REPs have a Preferred Supplier Agreement with BP pursuant to which we purchase electricity and natural gas at market rate plus a fee. The agreement has been modified and extended since 2009, and is scheduled to terminate on November 30, 2026, subject to renewal by agreement of the parties. There can be no assurance that we will be able to maintain the required covenants, that BP will be able to maintain their required credit rating, or that the agreement will be renewed upon its expiration. In addition, the security requirements outside of the BP agreement may increase as we enter other markets. Difficulty in obtaining adequate credit and liquidity on commercially reasonable terms may adversely affect our business, prospects and financial conditions.

 

A revision to certain utility best practices and programs in which we participate and with which we comply could disrupt our operations and adversely affect our results and operations.

 

Certain retail access “best practices” and programs proposed and/or required by state regulators have been implemented by utilities in most of the service territories in which we operate. One such practice is participation in purchase of receivables programs under which certain utilities purchase customer receivables for approximately 98.0% of their face value in exchange for a first priority lien in the customer receivables without recourse against a REP. This program is key to our control of bad debt risk in our REP business.

 

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The REP business depends on maintaining the licenses in the states in which we operate and any loss of those licenses would adversely affect our business, prospects and financial conditions.

 

GRE’s REP businesses require licenses from public utility commissions and other regulatory organizations to operate its business. Those agencies may impose various requirements to obtain or maintain licenses. Further, certain non-governmental organizations have been focusing on the REP industry and the treatment of customers by certain REPs. Any negative publicity regarding the REP industry in general, including, but not limited to, legislatures potentially seeking to restrict the activities of REPs and GRE in particular or any increase in customer complaints regarding GRE’s REP businesses could negatively affect our relationship with the various commissions and regulatory agencies and could negatively impact our ability to obtain new licenses to expand operations or maintain the licenses currently held. In the aftermath of the polar vortex, several regulatory bodies adopted more aggressive policies toward REPs, including the action against IDT Energy in Pennsylvania described elsewhere in this Annual Report on Form 10-K. Any loss of our REP licenses would cause a negative impact on our results of operations, financial condition and cash flow.

 

Our growth strategy depends, in part, on our acquiring complementary businesses and assets and expanding our existing operations, which we may be unable to do.

 

Our growth strategy is based, in part, on our ability to acquire businesses and assets that are complementary to our existing operations. We may also seek to acquire other businesses. The success of this acquisition strategy will depend, in part, on our ability to accomplish the following:

 

 

● 

identify suitable businesses or assets to buy;

 

 

● 

complete the purchase of those businesses on terms acceptable to us;

 

 

● 

complete the acquisition in the time frame we expect;

 

 

● 

improve the results of operations of the businesses that we buy and successfully integrate their operations into our own; and

 

 

● 

avoid or overcome any concerns expressed by regulators, including antitrust concerns.

 

There can be no assurance that we will be successful in pursuing any or all of these steps. Our failure to implement our acquisition strategy could have an adverse effect on other aspects of our business strategy and our business in general. We may not be able to find appropriate acquisition candidates, acquire those candidates that we find or integrate acquired businesses effectively or profitably.

 

Risks Related to GREW

 

Changes in government regulations and policies can impact the financial viability of solar projects.

 

The success of solar energy projects is highly dependent on government regulations and policies that impact the financial viability of the projects. This can include changes to tax incentives, subsidies, grid access and net metering policies. It can also include changes in building and safety codes, environmental regulations, and land use policies that impact the ability to construct and operate solar projects. The reduction, modification or elimination of any of these policies in one or more of our customer markets would materially and adversely affect the growth of such markets or result in increased price competition, either of which could cause our revenue to decline and materially adversely affect our financial results.

 

On January 20, 2025, President Trump issued the executive order “Unleashing American Energy.” The order revokes President Biden’s Executive Orders related to climate initiatives. In addition to withdrawing from the Paris Climate Agreement,  President Trump directed EPA to abandon the consideration of the “social cost of carbon” in regulatory determinations and submit a recommendation on the fate of the 2009 finding under the CAA that greenhouse gases threaten public health and welfare, which serves as a necessary statutory prerequisite for EPA to implement greenhouse gas emission standards for motor vehicles and other sectors. All federal agencies are directed to pause clean energy and climate-related funding under the Inflation Reduction Act and Infrastructure Investment and Jobs Act. It is unclear what impact the executive orders will have on the available project incentives.

 

On July 4, 2025, The One Big Beautiful Bill Act ("OBBB") was signed into law, which dramatically curtails the clean energy sector by accelerating the elimination of tax credits that were central to the Inflation Reduction Act. For wind and solar projects, tax credits were accelerated. Projects must either be completed by the end of 2027 or begin construction within 12 months of the bill's passage to qualify, compared to other clean energy technologies like battery storage and carbon capture which retain credits into the next decade. The residential solar tax credit (Section 25D) terminates on December 31, 2025, while EV charger credits must be placed in service by June 30, 2026, and clean commercial vehicle credits require acquisition by September 30, 2025. One notable exception is the clean fuel production credit (Section 45Z), which was extended through 2029, though with reduced values for sustainable aviation fuel and requirements that feedstocks come exclusively from the US, Canada, or Mexico. The law also introduces complex "Foreign Entity of Concern" restrictions that prohibit tax credits for projects with ownership, control, or material assistance from entities connected to China, North Korea, Russia, or Iran, creating significant compliance burdens for developers and potentially disrupting supply chains that have relied on foreign components and materials.

 

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The operation and maintenance of our solar facilities are subject to operational risks, the consequences of which could have a material adverse effect on our business operations, financial condition, and the results of operations.

 

The required operation, maintenance, refurbishment, and construction of our facilities involve risks, including performance below expected levels of output or system efficiency. There can be no guarantee that our maintenance program will be able to detect all potential failures in our facilities or eliminate all adverse consequences of such a failure. In addition, work stoppages and other unforeseen problems may disrupt the construction, operation and maintenance of our facilities. We intend to enter into service and maintenance agreements with the manufacturers of certain key equipment. 

 

Operation and maintenance of renewable energy projects involve significant risks that could result in unplanned outages, reduced output, interconnection or termination issues, or other adverse consequences.

 

There are risks associated with the operation of our projects. These risks include, but are not limited to:

 

●

Greater or earlier than expected degradation, or in some cases failure, of solar panels, inverters, transformers and other equipment;
● Technical performance below projected levels, including the failure of solar panels, inverters and other equipment to produce energy as expected, whether due to incorrect measures of performance provided by equipment suppliers, improper operation and maintenance, or other reasons;
● Design or manufacturing defects or failures, including defects or failures that are not covered by warranties or insurance;
● Insolvency or financial distress on the part of any of our service providers, contractors or suppliers, or a default by any such counterparty for any other reason under its warranties or other obligations to us;
● Increases in the cost of Operational Projects, including costs relating to labor, equipment, unforeseen or changing site conditions, insurance, regulatory compliance, and taxes;
● Loss of interconnection capacity, and the resulting inability to deliver power under our offtake contracts, due to grid or system outages or curtailments beyond our or our counterparties’ control;
● Breaches by us and certain events, including force majeure events, under certain offtake contracts and other contracts that may give rise to a right of the applicable counterparty to terminate such contract;
● Catastrophic events, such as fires, earthquakes, severe weather, tornadoes, ice or hail storms or other meteorological conditions, landslides, and other similar events beyond our control, which could severely damage or destroy a project, reduce its energy output, result in property damage, personal injury or loss of life, or increase the cost of insurance even if these impacts are suffered by other projects as is often seen following events like high-volume wildfire and hurricane seasons;
● Storm water or other site challenges;
● The discovery of unknown impacts to protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources at project sites;
● Changes in laws, particularly those related to land use, environmental or other regulatory requirements;
● Changes in tax, environmental, health and safety, land use, labor, trade, or other laws, including changes in related governmental permit requirements;
● Government or utility exercise of eminent domain power or similar events;
● Existence of liens, encumbrances, or other imperfections in title affecting real estate interests; and
● Failure to obtain or maintain insurance or failure of our insurance to fully compensate us for repairs, theft or vandalism, and other actual losses.

 

These and other factors could have adverse consequences on our solar energy projects. For example, these factors could require us to shut down or reduce the output of such projects, degrade equipment, reduce the useful life of the project, or materially increase operations and maintenance (“O&M”) and other costs. Unanticipated capital expenditures associated with maintaining or repairing our projects would reduce profitability. Congestion, emergencies, maintenance, outages, overloads, requests by other parties for transmission service, including on our facilities, actions or omissions by other projects with which we share facilities, and certain other events, including events beyond our control, could give rise to a partial or complete curtailment of generation or transmission of energy from our projects and could lead to one or more of our customers terminating their offtake contracts with us. Any termination of a project’s interconnection or transmission arrangements or non-compliance by an interconnection provider, an owner or operator of shared facilities, or another third party with its obligations under an interconnection, shared facilities, or transmission arrangement may delay or prevent our projects from delivering energy to our offtakers. If an interconnection, shared facilities or transmission arrangement for a project is terminated, we may not be able to replace it on terms as favorable as those of the existing arrangement, or at all, or we may experience significant delays or costs in connection with such replacement. In addition, due to supply chain disruptions, replacement and spare parts for solar panels, wind turbines and other key pieces of equipment may be difficult or costly to acquire or may be unavailable.

 

Any of the risks described above could significantly decrease or eliminate the total revenues and income of a project, significantly increase a project’s operating costs, cause us to default under our financing agreements, or give rise to damages or penalties owed by us to an offtaker, another contractual counterparty, a governmental authority or another third party, or cause defaults under related contracts or permits. Any of these events could have a material adverse effect on our business financial condition and results of operations.

 

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Energy production and total revenues and income from our solar energy projects depend heavily on suitable meteorological and environmental conditions and our ability to accurately predict meteorological conditions.

 

The energy produced, and total revenues, income and cash flows generated by a solar energy depend on suitable climatic conditions, particularly solar and wind conditions, both of which are beyond our control. Our solar energy projects require strong, consistent exposure to sunlight to achieve the predicted power generation and weather, geological or other conditions at our project sites, as well as climatological phenomena not experienced directly at our sites, may prevent adequate amounts of sunlight from reaching some or all of our solar energy projects. 

 

Furthermore, components of our solar energy systems, such as panels and inverters could be damaged by severe weather or natural catastrophes, the exposure of our projects to which varies greatly due to the number of diverse regions in which our projects are located, examples of which include snowstorms, ice storms, hailstorms, lightning strikes, tornadoes and derechos, fires, earthquakes, landslides, mudslides, sandstorms, drought, dust-storms, floods, hurricanes or other inclement weather. In these circumstances, the provision of O&M or other services may be adversely affected. In particular, materials may not be delivered as scheduled and labor may not be available, and we may be obligated to bear the expense of repairing the damaged solar energy that we own. Such extreme weather conditions or natural catastrophes may also severely affect our operations by greatly reducing energy output from our systems, and in cases of severe damage, to zero, causing a reduction in total revenues and income in addition to increased costs due to damages. Replacement and spare parts for key components may be costly, or otherwise difficult or unavailable to obtain. Moreover, natural disasters may adversely affect the economy, infrastructure and communities in the regions where we conduct our business and regions and countries where we source our materials.

 

The energy procurement business faces various market and operational risks.

 

Our energy procurement business faces various market and operational risks including. The market risks include changes in the competitive pricing landscape, changes in the regulatory environment and potential supplier defaults. Operational risks include customer credit risk and technology platform risk.

 

CityCom product offerings are dependent on outside factors that determine viability

 

Certain CityCom products are subject to evolving government regulations that could impact their viability. The imposition of new requirements or the enforcement of rules could restrict our ability to sell our products or require costly modifications to the sales process. Compliance with these regulations could require significant investment in staffing and systems.

 

Roded is dependent on proprietary technology and faces manufacturing process risk

 

Our business depends on a proprietary process for converting recycled plastic waste into pallets, which subjects us to significant operational and competitive risks. As a startup with limited operating history, we have not demonstrated that our manufacturing process can be consistently scaled to commercial production volumes while maintaining product quality, cost efficiency, and profitability. Our process may encounter unforeseen technical challenges, equipment failures, or quality control issues that prevent us from achieving target output levels or meeting customer specifications for strength, durability, and performance standards required in logistics applications.

 

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General Corporate Risks

 

We could be harmed by network disruptions, security breaches, or other significant disruptions or failures of our IT infrastructure and related systems or of those we operate for certain of our customers.

 

To be successful, we need to continue to have available a high capacity, reliable and secure network. We face the risk, as does any company, of a security breach, whether through cyber-attack, malware, computer viruses, sabotage, or other significant disruption of our IT infrastructure and related systems. As such, there is a risk of a security breach or disruption of the system we operate, including possible unauthorized access to our and our customers' proprietary or classified information. We are also subject to breaches of our network resulting in unauthorized utilization of our services or products, which subject us to the costs of providing those products or services, which are likely not recoverable. The secure maintenance and transmission of our and our customers' information is a critical element of our operations. Our information technology and other systems that maintain and transmit customer information, or those of service providers or business partners, may be compromised by a malicious third party penetration of our network security, or that of a third party service provider or business partner, or impacted by advertent or inadvertent actions or inactions by our employees, or those of a third party service provider or business partner. As a result, our or our customers’ information may be lost, disclosed, accessed or taken without the customers' consent or our product and service may be used without payment.

 

Although we make significant efforts to maintain the security and integrity of these types of information and systems, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging, especially in light of the growing sophistication of cyber-attacks and intrusions sponsored by state or other interests. We may be unable to anticipate all potential types of attacks or intrusions or to implement adequate security barriers or other preventative measures. Certain of our business units have been the subject of attempted and successful cyber-attacks in the past. We have researched the situations and do not believe any material internal or customer information has been compromised.

 

Network disruptions, security breaches and other significant failures of the above-described systems could (i) disrupt the proper functioning of our networks and systems and therefore our operations or those of certain of our customers; (ii) result in the unauthorized use of our services or products without payment, (iii) result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or our customers, including trade secrets, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; (iv) require significant management attention or financial resources to remedy the damages that result or to change our systems and processes; (v) subject us to claims for contract breach, damages, credits, fines, penalties, termination or other remedies; or (vi) result in a loss of business, damage our reputation among our customers and the public generally, subject us to additional regulatory scrutiny or expose us to litigation. Any or all of which could have a negative impact on our results of operations, financial condition and cash flows.

 

Our businesses depend on the continuing efforts of our management team and our personnel with strong industry or operational knowledge and our efforts may be severely disrupted if we lose their services.

 

Our success depends on key members of our management team, the loss of whom could disrupt our business operation. Our business also requires a capable, well-trained workforce to operate effectively. There can be no assurance that we will be able to retain our qualified personnel, the loss of whom may adversely affect our business, prospects and financial conditions.

 

A determination that independent contractors are employees could expose us to various liabilities and additional costs. 

 

Regulations that govern the status and classification of independent contractors are subject to changes and divergent interpretations by various authorities, which can create uncertainty and unpredictability for us. Certain states have effectively narrowed the definition of an independent contractor by requiring hiring entities to use a stricter test to determine a given worker’s classification, place the burden of proof for classifying workers as independent contractors on hiring entities and provides enforcement powers to the state and municipalities. Legislative proposals concerning worker classification are being considered by various other states. Any requirement to reclassify independent contractors as employees could require us to significantly alter certain aspects of our business model or operations, increase our costs and impact our ability to grow our business. Any of the foregoing could have an adverse impact on our business, financial condition, and results of operations. If we are required to reclassify independent contractors as employees, we may incur additional costs and taxes which could adversely affect our business, financial condition, and results of operations.

 

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Uncertainty related to our exit in the Finnish market.

 

We face uncertainty related to our exit from the Finnish market. 

 

On November 8, 2023, the Lumo Administrator, acting on behalf of the Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, our wholly owned subsidiary and the parent company of Lumo Finland, its directors, officers and affiliates, in which it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to$41.3 million as of December 31, 2025) belongs to the Bankruptcy Estate. We believe that the Lumo Administrator’s position is without merit, and we intend to vigorously defend our position against the Lumo Administrator’s claims. The Bankruptcy Estate filed an additional claim with the District Court on May 27, 2024 against Lumo Sweden for €4.8 million (equivalent to $5.6 million as of December 31, 2025), also alleging that the gain from the sale of the swap instruments belongs to the Bankruptcy Estate, bringing the aggregate sum of claims related to the gain from sale of swap instruments to €40.0 million (equivalent to $46.9 million as of December 31, 2025). We believe that the Lumo Administrators' position is without merit, and we intend to vigorously defend our position.

 

We are also notified that the Lumo Administrator filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.9 million as of December 31, 2025) prior to the bankruptcy. The Lumo Administrator has also filed a recovery claim jointly against us and the supplier amounting to €1.6 million (equivalent to $1.9 million as of December 31, 2025) alleging that a portion of the payment by Lumo Finland effectively reduced the Company's liability under the terms of a previously supplied parental guarantee (this €1.6 million is included within and not additive to the €4.2 million). The Lumo Administrators allege that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland. We intend to challenge the Lumo Administrator's claims. 

 

We believe that the maximum exposure for these cases would likely be limited by the potential amount of the customers' claims in the bankruptcy case. Based on the progress made in assessing those claims, we expect those claims to be between the range of €2.0 million and €4.0 million. Although we do not believe that it is legally obligated to pay anything, given the likelihood of negotiating a settlement to minimize further costs, we recognized an estimated loss of  €2.5 million (equivalent to $2.6 million at the date of the transaction) recorded in the fourth quarter of 2024. The estimated loss is included in the loss from discontinued operations, net account in the consolidated statement of operations for the year ended December 31, 2025.

 

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Risk Related to Our Financial Condition and Reporting

 

We had material weaknesses in our internal control over financial reporting as of December 31, 2025 and in previous years and cannot be certain that additional material weaknesses will not be identified in the future.

 

Management identified deficiencies in our internal controls over financial reporting as of December 31, 2025 which aggregated to material weaknesses, specifically related to information technology general controls ("ITGC") within applications, which the Company uses to process a wide variety of functions and evaluation; and accounting for our captive transactions, which resulted in adjustments to our previously issued financial statements. Remediation of these weaknesses had not yet been completed, and therefore these deficiencies continued to exist as of December 31, 2025 (see Item 9A — Control and Procedures in this Annual Report on Form 10-K).

 

We also reported in our Annual Report on Form 10-K, the existence, as of December 31, 2020, of a material weakness in internal control related to management's review of income tax provision. During 2021 and 2022, we implemented certain additional remediation measures related to this material weakness and concluded that our internal control over financial reporting was effective as of December 31, 2022 (see Item 9A Control and Procedures in our Annual Report on Form 10-K filed on March 15, 2023). 

 

Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly.

 

While we aim to work diligently to ensure robust internal control that is devoid of significant deficiencies and material weaknesses, given the complexity of the accounting rules, we may, in the future, identify additional significant deficiencies or material weaknesses in our disclosure controls and procedures or internal control over financial reporting. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in additional significant deficiencies or material weaknesses, cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations and annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated under Section 404. The existence of a material weakness could result in errors in our financial statements that could result in a restatement of financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, leading to a decline in our stock price. See Item 9A Controls and Procedures for a further discussion of our assessment of our internal controls over financial reporting. 

 

We may face litigation and other risks as a result of the Restatement described in this “Comprehensive” Form 10-K and the Amended Reports and material weaknesses in our internal control over financial reporting.

 

In addition to the Restatement described elsewhere in this Annual Report on Form 10-K," we have identified material weaknesses in our internal control over financial reporting as of December 31, 2025. As a result of the Restatement and such material weaknesses, we could face regulatory action by the SEC or other regulatory authorities, potential litigation, or other disputes, including claims invoking federal and state securities laws, contractual claims or other claims arising from the Restatement and the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. Any such litigation or dispute, whether successful or not, could adversely affect our business, financial condition, and results of operations.

 

The Company has incurred significant costs in connection with the Restatement of previously issued consolidated financial statements and will continue to incur significant costs to remediate its material weaknesses in internal control.

 

The Company has incurred, and will continue to incur, significant expenses, including audit, legal, consulting and other professional fees, related to the Restatement of its previously issued consolidated financial statements and the ongoing remediation of material weaknesses in its internal control over financial reporting. The Company has taken a number of actions, including adding significant internal resources and implementing a number of additional procedures and controls, in order to strengthen its accounting function and reduce the risk of future material misstatements in its financial statements. To the extent that these actions are not successful, the Company may be forced to incur additional time and expense, which could have a material adverse effect on its results of operations.

 

The Company's failure to timely file its annual report with the SEC could materially and adversely affect its prospective results of operations and may limit it from accessing the public or capital markets to raise debt or equity capital, which may limit the Company's ability to access debt capital financing, which in turn may limit its ability to pursue one of its potential strategies.

 

Any failure by the Company to make timely filings with the SEC or other failure to remain compliant with reporting requirements of the SEC may inhibit its ability to access the public or capital markets to raise debt or equity capital. The inability to access capital may limit the Company’s options to finance its business and may substantially limit its ability to finance potential acquisitions or other strategies. As needs arise, the Company may seek additional borrowings or alternative sources of financing; however, difficulties in borrowing capital or raising financing could have a material adverse effect on its operations, planned capital expenditures and ability to fund further growth.

 

Risks Related to Our Capital Structure

 

Holders of our Class B common stock have significantly less voting power than holders of our Class A common stock.

 

Holders of our Class B common stock are entitled to one- tenth of a vote per share on all matters on which our stockholders are entitled to vote, while holders of our Class A common stock are entitled to three votes per share. As a result, the ability of holders of our Class B common stock to influence our management is limited.

 

We are controlled by our principal stockholder, which limits the ability of other stockholders to affect the management of the Company. 

 

Howard S. Jonas, our Chairman of our Board of Directors controls a majority of the voting power of our capital stock.

 

As of April 27, 2026, Mr. Jonas has voting power over 1,574,326 shares of our Class A common stock (which are convertible into shares of our Class B common stock on a 1-for-1 basis) and 3,106,560 shares of our Class B common stock, representing approximately 69.9% of the combined voting power of our outstanding capital stock. Mr. Jonas will be able to control matters requiring approval by our stockholders, including the election of all of the directors and the approval of significant corporate matters, including any merger, consolidation or sale of all or substantially all of our assets. As a result, the ability of any of our other stockholders to influence our management is limited.  

 

The relationships between Howard S. Jonas and IDT Corporation and Rafael Holdings, Inc. could conflict with our stockholders’ interests.

 

Howard S. Jonas, Chairman of our Board of Directors and former Chief Executive Officer, is also the chairman of IDT Corporation and Chief Executive Officer, Executive Chairman and Chairman of the Board of Rafael Holdings, Inc. (Rafael). These relationships may cause a conflict of interest with our stockholders, specifically with regard to demands on Mr. Jonas’ time and the attention that he can dedicate to the Company as well as in the unlikely event that the business interests of the Company and other entities controlled by Mr. Jonas were to conflict. Although we, IDT Corporation and Rafael each have implemented policies and procedures (including each of those entity’s respective Code of Business Conduct and Ethics, Corporate Governance Guidelines and Statement of Policy with Respect to Related Person Transactions) to  (i) specifically address the prohibition, without the express consent of the Board of Directors, for a director to take for themselves personally opportunities that are discovered through the use of Company property, information or position; and (ii) identify and properly address potential and actual conflicts of interest , there can be no assurance that, when such business opportunities arise or conflicts are resolved in accordance with applicable laws, such conflicts of interest will not harm our business, prospects and financial condition and result in the diversion of Company corporate opportunities to IDT and/or Rafael.

 

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Item 1B. Unresolved Staff Comments.

 

None.

 

Item 1C. Cybersecurity.

 

 

Cybersecurity risk management and strategy

 

Our cybersecurity risk management is based on recognized cybersecurity industry frameworks and standards, including those of the National Institute of Standards and Technology, the Center for Internet Security Controls, and the International Organization for Standardization. We use these frameworks, together with information collected from internal assessments, to develop policies for the use of our information assets (for example, IT business information and information resources such as mobile phones, computers and workstations), access to specific intellectual property or technologies, and protection of personal information. We protect these information assets through industry-standard techniques, such as multifactor authentication and malware defenses. We also work with internal stakeholders across the company to integrate foundational cybersecurity principles throughout our organization’s operations, including the employment of multiple layers of cybersecurity defenses, restricted access based on business needs, and integrity of our business information. Throughout the year, we also regularly train our employees on cybersecurity awareness, confidential information protection and simulated phishing attacks.

 

We regularly engage third-party assessors to conduct penetration testing and measure our program to industry standard frameworks. We also have standing engagements with incident response experts and external counsel. We frequently collaborate with industry experts and cybersecurity practitioners at other companies to exchange information about potential cybersecurity threats, best practices and trends.

 

Our cybersecurity risk management extends to risks associated with our use of third-party service providers. For instance, we conduct risk and compliance assessments of third-party service providers that request access to our information assets.

 

Our cybersecurity risk management is an important part of our comprehensive business continuity program and enterprise risk management. Our global information security team periodically engages with a cross-functional group of subject matter experts and leaders to assess and refine our cybersecurity risk posture and preparedness. For example, we regularly evaluate and update contingency strategies for our business in the event that a portion of our information resources were to be unavailable due to a cybersecurity incident. We practice our response to potential cybersecurity incidents through regular tabletop exercises, threat hunting and red team exercises.

 

 

 

 

Governance of cybersecurity risk management

 

The board of directors, as a whole, has oversight responsibility for our strategic and operational risks. The audit committee assists the board of directors with this responsibility by reviewing and discussing our risk assessment and risk management practices, including cybersecurity risks, with members of management. The audit committee, in turn, periodically reports on its review with the board of directors.

 

Management is responsible for day-to-day assessment and management of cybersecurity risks and reports regularly to the audit committee.

 

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Item 2. Properties.

 

Our headquarters are located at 520 Broad St., Newark, New Jersey. Our lease for our office space at 520 Broad Street expired in April 2025 and is for 8,631 square feet and includes two parking spots per thousand square feet of space leased. The annual base rent was $198,513.  Upon expiration of the lease, we continue to occupy the space and pay a monthly lease with annual rate of approximately $233,000, while we continue to negotiate a long-term lease with the owner.

 

GRE’s Jamestown, New York offices are located at 317-321 North Main Street where we lease approximately 4,000 square feet of space. GRE’s Arizona office is located in Gilbert, Arizona where we lease approximately 3,300 square feet. GRE’s Texas office is located in Houston, Texas where we lease approximately 4,200 square feet. GRE’s Florida office is located in Tampa, Florida where we lease approximately 2,400 square feet. 

 

Genie Solar is constructing community solar array projects in Lansing and Perry, New York where we lease 20 acres and 15 acres of land, respectively. 

 

Genie Solar owns and operates a portfolio of 12 solar arrays with an aggregate rating of 9.4 megawatts located in several school facilities in Ohio and Michigan.

 

Item 3. Legal Proceedings.

 

Certain legal proceedings in which we are involved are discussed in Note 17, Legal and Regulatory Proceedings, in the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K, which is incorporated by reference.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

 

Part II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 

 

Our Class B common stock trades on the New York Stock Exchange under the symbol “GNE”.

 

On April 27, 2026, there were 287 holders of record of our Class B common stock and 1 holder of record of our Class A common stock. Howard Jonas has voting dispositive power over 1,574,326 shares of Class A common stock. These numbers do not include the number of persons whose shares are in nominee or in “street name” accounts through brokers. On April 27, 2026, the last sales price reported on the New York Stock Exchange for the Class B common stock was $13.79 per share. 

 

Additional information regarding dividends required by this item is incorporated by reference from the Management’s Discussion and Analysis section in Item 7 to Part II and Note 14 to the Consolidated Financial Statements in Item 8 to Part II of this Annual Report.

 

The information required by Item 201(d) of Regulation S-K will be contained in our Proxy Statement for our Annual Stockholders Meeting, which we will file with the Securities and Exchange Commission within 120 days after December 31, 2025, and which is incorporated by reference herein.

 

Performance Graph of Stock

 

The line graph below compares the cumulative total stockholder return on our Class B common stock with the cumulative total return of the New York Stock Exchange Composite Index and the Dow Jones US Utilities Index for the period beginning December 31, 2020 and ending December 31, 2025. The graph and table assume that $100 was invested December 31, 2020 with the cumulative total return of the NYSE Composite Index and the Dow Jones US Utilities Index, and that all dividends were reinvested. Cumulative total stockholder returns for our Class B common stock, NYSE Composite Index and the Dow Jones US Utilities Index are based on our fiscal year.

 

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a01.jpg

Issuer Purchases of Equity Securities

 

The following table provides information with respect to purchases by us of our shares during the fourth quarter of the year ended December 31, 2025.

 

                               
                   

Total Number of Shares Purchased as part of

    

Maximum Number of Shares that May Yet Be

  
   

Total Number of

    

Average Price

    

Publicly Announced

    

Purchased Under the

  
   

Shares Purchased

    

per Share

    

Plans or Programs

    

Plans or Programs (1)

  

October 1 – 31, 2025

     16,758     $ 14.84       16,758       3,574,107  

November 1 - 30, 2025

     123,442       14.64       123,442       3,450,665  

December 1 – 31, 2025

     —       —       —       3,450,665  

Total

     140,200     $ 14.67                  

 

(1)

Under our existing stock repurchase program, approved by our Board of Directors on March 11, 2013, we were authorized to repurchase up to an aggregate of 7.0 million shares of our Class B common stock. 

 

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Item 6. [Reserved]

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") including statements that contain the words “believes,” “anticipates,” “expects,” “plans,” “intends” and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically noted in the forward-looking statements, other important factors, risks and uncertainties that could result in those differences include, but are not limited to, those discussed under Item 1A to Part I “Risk Factors” in this Annual Report. The forward-looking statements are made as of the date of this Annual Report, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth in this report and the other information set forth from time to time in our reports filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Exchange Act, including our reports on Forms 10-Q and 8-K.

 

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report.

 

Restatement of Previously Issued Consolidated Financial Statements

 

The Company has restated its previously issued Consolidated Financial Statements contained in this Annual Report on Form 10-K. Refer to the "Explanatory Note" preceding Item 1, Business, for background on the Restatement, the fiscal periods impacted, control considerations and other information.

 

In addition, we have restated certain previously reported financial information at December 31, 2024 and for the fiscal years ended December 31, 2024 and 2023 in this Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, including but not limited to information within the Results of Operations and Liquidity and Capital Resources.

 

See Note 1 — Restatement of Previously Issued Consolidated Financial Statements and Note 21 — Quarterly Financial Data (Unaudited), in Item 8, Financial Statements and Supplementary Data, for additional information related to the Restatement, including descriptions of the misstatements and the impacts on our Consolidated Financial Statements.

 

Overview

 

We are comprised of Genie Retail Energy ("GRE") and Genie Renewables ("GREW"). Prior to the third quarter of 2022, we had a segment, Genie Retail Energy International, or GRE International, which supplied electricity to residential and small business customers in Scandinavia. In the third quarter of 2022, we discontinued the operations of Lumo Finland and Lumo Sweden, and GRE International ceased to be a segment and the remaining assets and liabilities and results of any continuing operations of GRE International were combined with corporate.

 

GRE owns and operates retail energy providers ("REPs"), including IDT Energy, Residents Energy, Town Square Energy ("TSE"), Southern Federal, Evergreen and Mirabito Natural Gas. GRE's REPs' businesses resell electricity and natural gas primarily to residential and small business customers, with the majority of the customers in the Midwestern and Eastern United States and Texas.

 

GREW holds a 95.5% interest in Genie Solar, an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects, a 93.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complementary to our energy offerings, a 91.5% interest in Diversegy, an energy procurement advisor for industrial, commercial and municipal customers and a 72.2% interest Roded, a producer of high-grade plastic pallets from recycle materials. 

 

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Discontinued Operations in Finland and Sweden

 

As result of volatility in the energy market in Europe, in the third quarter of 2022, we decided to discontinue the operations of Lumo Energia Oyj ("Lumo Finland") and Lumo Energi AB ("Lumo Sweden"). In July 2022, the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden. The sale price was settled monthly based on the monthly commodity volume specified in the instruments from September 2022 to March 2025. 

 

We account for these businesses as discontinued operations and accordingly, present the results of operations and related cash flows as discontinued operations for all periods presented. Any remaining assets and liabilities of the discontinued operations are presented separately and are reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of December 31, 2025 and 2024. Lumo Finland and Lumo Sweden are continuing to liquidate their remaining receivables and settle any remaining liabilities. 

 

On November 7, 2022, Lumo Finland filed a petition for bankruptcy, which was approved by the Helsinki District Court on November 9, 2022. The administration of Lumo Finland was transferred to the Lumo Administrators. All assets and liabilities of Lumo Finland remain with Lumo Finland, in which we retain our ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrator. Since the Company lost control of the management of Lumo Finland in favor of the Lumo Administrator, the accounts of Lumo Finland were deconsolidated effective November 9, 2022.

 

Net income from discontinued operations of Lumo Finland and Lumo Sweden, net of taxes was $4.2 million and $0.4 million for the years ended December 31, 2025 and 2023, respectively. Net income loss discontinued operations of Lumo Finland and Lumo Sweden, net of taxes was $2.5 for the year ended December 31, 2024.

 

Following the discontinuance of operations of Lumo Finland and Lumo Sweden, GRE International ceased to be a segment and the remaining assets and liabilities and the results of continuing operations of GRE internal were combined with corporate. 

 

On November 8, 2023, the Lumo Administrator, acting on behalf of the Lumo Finland Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, its directors, officers and affiliates, in which it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $41.3 million as of December 31, 2025) belongs to the Bankruptcy Estate. The Bankruptcy Estate filed an additional claim with the District Court on May 27, 2024 against Lumo Sweden for €4.8 million (equivalent to $5.6 million as of December 31, 2025), also alleging that the gain from the sale of the swap instruments belongs to the Bankruptcy Estate, bringing the aggregate sum of claims related to the gain from sale of swap instruments to €40.0 million (equivalent to $46.9 million as of December 31, 2025). We believe that the Lumo Administrator's position is without merit, and we are vigorously defending our position.

 

We have also been notified that the Lumo Administrator filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.9 million as of December 31, 2025) prior to the bankruptcy. Related to such payment, the Lumo Administrator has also filed a recovery claim jointly against us and the supplier for €1.6 million (equivalent to $1.9 million as of December 31, 2025) alleging that a portion of the payment by Lumo Finland effectively reduced our liability under the terms of a previously supplied parental guarantee (this €1.6 million is included within and not additive to the €4.2 million). The Lumo Administrator alleges that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland. We intend to challenge the Lumo Administrators' claims. Nevertheless, should the Lumo Administrators succeed in clawing back the funds from the supplier, it is possible that the supplier will seek to recover its losses against us, under terms of the parental guarantee. At this time there is insufficient basis to assess an amount of any probable loss.

 

We believe that the maximum exposure for these cases would likely be limited by the potential amount of the customers' claims in the bankruptcy case. Based on the progress made in assessing those claims,  we expect those claims to be in the range of €2.0 million to €4.0 million. Although we do not believe that we are legally obligated to pay anything in respect of the claims, given the likelihood of negotiating a settlement to minimize further costs of challenging the claims, we recognized an estimated loss of  €2.5 million (equivalent to $2.6 million at the date of the transaction) recorded in the fourth quarter of 2024. The estimated loss is included under loss from discontinued operations, net in the consolidated statement of operations for the year ended December 31, 2024.

 

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Genie Retail Energy

 

GRE operates REPs that resell electricity and/or natural gas to residential and small business customers in nineteen states and Washington D.C. GRE’s revenues represented approximately 95.3%, 94.9% and 95.6% of our consolidated revenues in the years ended December 31, 2025, 2024 and 2023, respectively.

 

GRE’s cost of revenues consists primarily of natural gas and electricity purchased for resale. Certain of GRE’s REPs are party to an Amended and Restated Preferred Supplier Agreement with BP Energy Company, or BP, which is in effect through November 30, 2026. Those REPs’ ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants.

 

As an operator of REPs, GRE does not own electrical power generation, transmission, or distribution facilities, or natural gas production, pipeline or distribution facilities. Instead, GRE’s REPs contract with various pipeline and distribution companies for natural gas pipeline, storage and transportation services, and utilizes NYISO, PJM, ISO New England and MISO for electric transmission and distribution. GRE’s cost of revenues includes scheduling costs, ISO fees, pipeline costs and utility service charges for the purchase of these services.

 

The electricity transmission and distribution operators perform real-time load balancing for each of the electrical power grids in which GRE’s REPs operate. Similarly, the utility or the local distribution company, or LDC, performs load balancing for each of the natural gas markets in which GRE’s REPs operate. Load balancing ensures that the amount of electricity and natural gas that GRE’s REPs purchase is equal to the amount necessary to service their customers’ demands at any specific point in time. GRE’s REPs manage the differences between the actual electricity and natural gas demands of its customers and its bulk or block purchases by buying and selling in the spot market, and through monthly cash settlements and/or adjustments to futures deliveries in accordance with the load balancing performed by utilities, LDCs, and electricity transmission and distribution operators. Suppliers and the LDC’s charge or credit GRE for balancing the electricity and natural gas purchased and sold for its account.

 

Local utilities generally meter and deliver electricity and natural gas to GRE’s REPs' customers. The local utilities also provide billing and collection services on GRE’s REP's behalf for most of our customers. Certain local utilities offer purchase of receivables, or POR, programs. GRE’s REPs receive the proceeds less the utility’s fees for purchase of receivables billing and other ancillary services, where applicable. 

 

Volatility in the electricity and natural gas markets affects the wholesale cost of the electricity and natural gas that GRE’s REPs sell to customers. GRE’s REPs may not always choose to pass along increases in costs to their customers for various reasons including competitive pressures and for overall customer satisfaction. In addition, GRE’s REPs offer fixed rate products or guaranteed pricing and may be unable to change their sell rates offered to fixed rate and guaranteed pricing customers in response to volatility in the prices of the underlying commodities. This can adversely affect GRE’s gross margins and results of operations. Alternatively, increases in GRE’s REPs rates charged to customers may lead to increased customer churn. 

 

GRE’s REPs’ selling expense consists primarily of sales commissions paid to independent agents and marketing costs, which are the primary costs associated with the acquisition of customers. Selling, general and administrative expenses include compensation, benefits, utility fees for billing and collection, professional fees, rent and other administrative costs.

 

Seasonality and Weather; Climate Change

 

The weather and the seasons, among other things, affect GRE’s REPs’ revenues. Weather conditions have a significant impact on the demand for natural gas used for heating and electricity used for heating and cooling. Typically, colder winters increase demand for natural gas and electricity, and hotter summers increase demand for electricity. Milder winters and/or summers have the opposite effect. Unseasonable temperatures in other periods may also impact demand levels. Potential changes in global climate may produce, among other possible conditions, unusual variations in temperature and weather patterns, resulting in unusual weather conditions, more intense, frequent and extreme weather events and other natural disasters. Some climatologists believe that these extreme weather events will become more common and more extreme, which will have a greater impact on our operations. Natural gas revenues typically increase in the first quarter due to increased heating demands and electricity revenues typically increase in the third quarter due to increased air conditioning use. Approximately 43.3%, 43.0% and 48.1% of GRE’s natural gas revenues for the relevant years were generated in the first quarter of 2025, 2024 and 2023, respectively, when demand for heating was highest. Although the demand for electricity is not as seasonal as natural gas (due, in part, to usage of electricity for both heating and cooling), approximately 30.7%, 28.7% and 32.5% of GRE’s electricity revenues for 2025, 2024 and 2023, respectively, were generated in the third quarters of those years. GRE’s REPs’ revenues and operating income are subject to material seasonal variations, and the interim financial results are not necessarily indicative of the estimated financial results for the full year. In addition, extraordinary weather has and can lead to extreme spikes in the prices of wholesale electricity and natural gas in markets where GRE and other retail providers purchase their supply, or in challenges to the grid or supply markets in affected areas. Such events could have material impact on our margins and operations.

 

In addition to the direct physical impact that climate change may have on our business, financial condition and results of operations because of the effect on pricing, demand for our offerings and/or the energy supple markets, we may also be adversely impacted by other environmental factors, including: (i) technological advances designed to promote energy efficiency and limit environmental impact; (ii) increased competition from alternative energy sources; (iii) regulatory responses aimed at decreasing greenhouse gas emissions; and (iv) litigation or regulatory actions that address the environmental impact of our energy products and services.

 

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Purchase of Receivables

 

Utility companies offer purchase of receivables, or POR, programs in most of the service territories in which we operate. GRE’s REPs reduce their customer credit risk by participating in POR programs for a majority of their receivables. In addition to providing billing and collection services, utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. GRE’s REPs’ primary credit risk in these jurisdictions is therefore nonpayment by the utility companies. In the years ended December 31, 2025, 2024 and 2023, the associated cost was approximately 1.1% ,1.0% and 0.9% of GRE's revenue, respectively. At December 31, 2025 and 2024, 86.6% and 83.6% of GRE’s net accounts receivable were under POR programs, respectively. 

 

Concentration of Customers and Associated Credit Risk

 

GRE’s REPs reduce their customer credit risk by participating in purchase of receivable programs for a majority of their receivables. In addition to providing billing and collection services, some utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs for those purchased receivables. GRE’s REPs primary credit risk with respect to those purchased receivables is therefore nonpayment by the utility companies. Certain of the utility companies represent significant portions of our consolidated revenues and consolidated gross trade accounts receivable balance during certain periods, and such concentrations increase our risk associated with nonpayment by those utility companies.

 

The following table summarizes the percentage of consolidated trade receivable by customers that equal or exceed 10.0% of consolidated net trade receivables at December 31, 2025 and 2024 (no other single customer accounted for 10.0% or greater of our consolidated net trade receivable as of December 31, 2025 and 2024).

 

   

December 31,

  
   

2025

    

2024

  

Customer A

     na       13.2 %

 

na—less than 10.0% of consolidated net trade receivables

 

The following table summarizes the percentage of consolidated revenues from customers that equal or exceed 10% or greater of the Company’s consolidated revenues in the period (no other single customer accounted for more than 10% of consolidated revenues in these periods):

 

   

Year ended December 31,

  
   

2025

    

2024

    

2023

  

Customer A

     11.2 %     20.0 %  

18.5

 %

 

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Legal Proceedings

 

Although GRE endeavors to maintain best sales and marketing practices, such practices have been the subject of certain class action lawsuits in the past.

 

See Note 17, Legal and Regulatory Proceedings, in the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K, which is incorporated by reference.

 

Agency and Regulatory Proceedings 

 

From time to time, the Company responds to inquiries or requests for information or materials from public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes. The Company cannot predict whether any of those matters will lead to claims or enforcement actions or whether the Company and the regulatory parties will enter into settlements before a formal claim is made. See Note 17, Legal and Regulatory Proceedings, in the  Notes to Consolidated Financial Statements in this Annual Report on Form 10-K, which is incorporated by reference, for further detail on agency and regulatory proceedings. 

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require application of management’s most subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Our critical accounting policies include those related to revenue recognition specifically the estimation of unbilled revenues. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. See Note 2 to the Consolidated Financial Statements in this Annual Report for a complete discussion of our significant accounting policies. 

 

Revenue Recognition

 

Revenue from the delivery of electricity and/or natural gas is recognized as the customer simultaneously receives and consumes the benefit.

 

Revenue quantity is measured by customers' meters. Meters are typically read on a non-calendar monthly basis, based on meter-reading schedules specific to a customer. At the end of any month, there exists a quantity of electricity and gas that has been delivered to customers but has not been captured by the meter reads. As a result, at the end of each month, amounts of electricity and natural gas delivered to customers since the date of the last meter reads are estimated and the corresponding unbilled revenue is accrued. In making our estimates of unbilled revenue, we use models that consider various factors including known amounts of historical and most recent energy usage by nearly all meters and estimated customer rates based on prior and most recent billings. Given the use of this model, and that customers are billed on a monthly cycle, we believe it is unlikely that materially different results will occur in future periods when revenue is billed. The effect on 2025 revenue and ending unbilled revenue of a one percentage point change in unbilled MWHs and therms for the month of December 2025 is $0.2 million and $0.1 million, respectively.

 

We monitor the reasonableness of the unbilled revenue estimate through the review of ratios such as unbilled consumptions compared to billed consumptions, considering any material meter growth. Additionally, we compare the combinations of unbilled and billed consumption to quantities purchased, to affirm the amounts are within the expected thresholds, net of industry line loss applied to purchased quantities of electricity and natural gas. 

 

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RECENTLY ISSUED ACCOUNTING STANDARDS

 

Information regarding new accounting pronouncements is included in Note 2 — Description of Business and Summary of Significant Accounting Policies, to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

 

RESULTS OF OPERATIONS

 

We evaluate the performance of our operating business segments based primarily on income (loss) from operations. Accordingly, the income and expense line items below income (loss) from operations are only included in our discussion of the consolidated results of operations.

 

Year Ended December 31, 2025 compared to Year Ended December 31, 2024

 

Genie Retail Energy Segment

 

   

Year ended December 31,

    

Change

  

(amounts in thousands)

  

2025

    

2024

    

$

       %

Revenues:

                                

Electricity

   $ 412,782     $ 350,514     $ 62,268       17.8 %

Natural gas

     65,667       52,101       13,566       26.0  

Others

     3       725       (722 )     (99.6 )

Total revenues

     478,452       403,340       75,112       18.6  

Cost of revenues

     359,912       271,191       88,721       32.7  

Gross profit

     118,540       132,149       (13,609 )     (10.3 )

Selling, general and administrative

     74,318       75,604       (1,286 )     (1.7 )

Income from operations

   $ 44,222     $ 56,545     $ (12,323 )     (21.8 )

 

Revenues. GRE’s electricity revenues increased in 2025 compared to 2024. The increase in electricity revenues in 2025 compared to 2024 was the result of increases in electricity consumption and in the average price charged to customers. Electricity consumption by GRE's REPs' customers increased by 15.8% in 2025 compared to 2024. The increase in electricity consumption reflected increases of 8.3% and 6.9% in the average number of meters served and the average electricity consumption per meter, respectively. The increase in meters served was driven by customer acquisitions during 2024 and 2025. The increase in per meter consumption in 2025 compared to 2024 was due to a shift in customer mix into higher average consumption territories. The average rate per kilowatt hour sold increased by 1.7% in 2025 compared to 2024 due to general market conditions, partially offset by the addition of meters on lower margin aggregation products in 2025.

 

GRE’s natural gas revenues increased in 2025 compared to 2024. The increase in natural gas revenues in 2025 compared to 2024 was a result of increases in the average revenue per therm sold and in natural gas consumption. The average rate per therm sold increased by 12.3% in 2025 compared to 2024. due to general market conditions. Natural gas consumption of GRE's REPs' customers increased by 12.2% in 2025 compared to 2024, reflecting 2.5% and 9.5% increases in average meters served and average consumption per meter, respectively. The increase in meters served was due to customer acquisitions in 2024 and 2025. The increase in per meter consumption is due, in part, to colder weather in many of our service areas in the first half of 2025 compared to the same period in 2024.

 

Other revenues in 2025 and 2024 included revenues from customer termination fees from commercial customers. Other revenues 2024 included revenues from the sale of petroleum products in Israel.

 

The customer base for GRE's REPs as measured by meters serviced consisted of the following:

 

   

December 31,

    

September 30,

    

June 30,

    

March 31,

    

December 31,

  

(in thousands)

  

2025

    

2025

    

2025

    

2025

    

2024

  

Meters at end of quarter:

                                        

Electricity customers

     258       316       332       325       333  

Natural gas customers

     88       86       87       88       90  

Total meters

     346       402       419       413       423  

 

Gross meter acquisitions in 2025 were 229,000 compared to 326,000 in 2024. Gross meter acquisitions in 2025 decreased compared to 2024 as customer acquisition efforts returned to a normal level after aggressive efforts in 2024. We signed a significant customer aggregation deal that started in September 2024. There were no significant customer aggregation deal signed in 2025.

 

The number of meters served on December 31, 2025 decreased by 76,000 meters or 18.0% from December 31, 2024. The decrease in the number of meters served at December 31, 2025 compared to December 31, 2024 was due to new sales in 2025 failing to fully replace those lost to churn during the period and the expiration of the aggregation deal that expired over the course of 2025.

 

In 2025, average monthly churn increased to 6.0% compared to 5.4% in 2024. The increase in churn for in 2025 compared to 2024 was primarily driven by the expiration of certain municipal aggregation agreements.

 

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The average rates of annualized energy consumption, as measured by residential customer equivalents, or RCEs, are presented in the chart below. An RCE represents a natural gas customer with annual consumption of 100 mmbtu or an electricity customer with annual consumption of 10 MWh. Because different customers have different rates of energy consumption, RCEs are an industry standard metric for evaluating the consumption profile of a given retail customer base.

 

   

December 31,

    

September 30,

    

June 30,

    

March 31,

    

December 31,

  

(in thousands)

  

2025

    

2025

    

2025

    

2025

    

2024

  

RCEs at end of quarter:

                                        

Electricity customers

     250       318       332       318       319  

Natural gas customers

     79       78       82       84       80  

Total RCEs

     329       396       414       402       399  

 

RCEs decreased by 17.5% at December 31, 2025 compared to December 31, 2024. The decrease is due to the decrease in the number of meters discussed above, partially offset by increase in higher consumption per meter in 2025 compared to 2024.

 

Cost of Revenues and Gross Margin Percentage. GRE’s cost of revenues and gross margin percentage were as follows: 

 

   

Year ended December 31,

    

Change

  

(amounts in thousands)

  

2025

    

2024

    

$

    

%

  

Cost of revenues:

                                

Electricity

   $ 317,515     $ 238,054     $ 79,461       33.4 %

Natural gas

     42,397       32,472       9,925       30.6  

Others

     —       665       (665 )     (100.0 )

Total cost of revenues

   $ 359,912     $ 271,191     $ 88,721       32.7 %

 

   

Year ended December 31,

          
   

2025

    

2024

    

Change

  

Gross margin percentage:

                        

Electricity

     23.1 %     32.1 %     (9.0 )%

Natural gas

     35.4 %     37.7 %     (2.2 )%

Others

     100.0 %     8.3 %     91.7 %

Total gross margin percentage

     24.8 %     32.8 %     (8.0 )%

 

Cost of revenues for electricity increased in 2025 compared to 2024 primarily because of increases in the average unit cost of electricity and electricity consumption. The average unit cost of electricity increased by 15.2% in 2025 compared to 2024 due to general market conditions. Electricity consumption by GRE's REPs' customers increased by 15.8% in 2025 compared to 2024. The gross margin on electricity decreased in 2025 compared to 2024, because the average cost of electricity increased more than the increase in rates charged to customers as a result of addition of meters on lower margin aggregation products in 2025.

 

Cost of revenues for natural gas increased in 2025 compared to 2024 primarily because of increases in the average unit cost of natural gas and natural gas consumption. The average unit cost of natural gas increased by 16.4% in 2025 compared to 2024 due to increase in the wholesale price of natural gas especially in the second and third quarters of 2025. Natural gas consumption by GRE’s REPs’ customers increased by 12.2% in 2025 compared to 2024. Gross margin on natural gas sales decreased in 2025 compared to 2024 because the average unit cost of natural gas increased more than the increase in the average rate charged to customers. 

 

The cost of other revenues in 2024 consisted of the cost of petroleum products sold in Israel.

 

Selling, General and Administrative. The decrease in selling, general and administrative expenses in 2025 compared to 2024 was primarily due to decreases in marketing and customer acquisition costs, billing processing fees, and provision for credit losses partially offset by increases in POR program fees and regulatory and legal expenses. Marketing and customer acquisition expenses decreased by $2.2 million in 2025 compared to 2024 due to a decrease in the number of meters acquired during 2025. Billing processing fees decreased by $1.3 million in 2025 compared to 2024 primarily due to a decrease in the number of meters served in 2025. Credit losses decreased by $0.5 million 2025 compared to 2024 due to some new utilities offering POR programs during the period, which also resulted in an increase of $1.2 million in POR fees. Regulatory, legal and subscription expenses increase by $0.7 million in 2025 compared to 2024 due to increase in level of activities resulting from higher revenues. As a percentage of GRE’s total revenues, selling, general and administrative expenses decreased to 15.5% in 2025 from 18.7% in 2024.

 

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Genie Renewables

 

The GREW (formerly GES) segment is composed of Genie Solar, CityCom, Roded and Diversegy. Genie Solar is an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects. CityCom is a marketer of community solar and alternative products and services complementary to our energy offerings. Diversegy is a provider of energy procurement advisory services to industrial, commercial and municipal customers. Roded is a producer of high-grade plastic pallets form recycled materials.

 

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted into law. The law accelerates the expiration of the federal investment tax credit on solar projects, effective for projects going online after December 31, 2027. In light of this new law, the Company evaluated the financial viability of all its solar projects and its qualification for the federal solar investment tax credits. The Company identified several projects that will be discontinued and assessed the values of the related assets at the lower of fair values less cost to sell and net book value. The Company also identified several assets, including definite life intangibles and solar panel inventories and assessed the carrying values for impairment.

 

The table below summarizes the impact of the assessments to the consolidated financial statements.

 

Affected Balance Sheet Account

Location of Loss Recognized in Statement of Operations

  

Amount of Loss

  
           

Inventories

Cost of revenues

   $ 1,254  

Trade accounts receivables, net

Provision for credit losses

     154  

Prepaid expenses

Impairment of assets

     200  

Construction in progress

Impairment of assets

     415  

Other intangibles, net

Impairment of assets

     201  

Other assets

Impairment of assets

     785  

 

   

Year ended December 31,

    

Change

  

(amounts in thousands)

  

2025

    

2024

    

$

    

%

  

Revenue

   $ 23,519     $ 21,862     $ 1,657       7.6 %

Cost of revenue

     17,374       15,528       1,846       11.9  

Gross profit

     6,145       6,334       (189 )     (3.0 )

Selling, general and administrative expenses

     11,578       9,124       2,454       26.9  

Impairment of assets

     1,642       185       1,457       787.6  

Loss from operations

   $ (7,075 )   $ (2,975 )   $ (4,100 )     137.8 %

 

Revenue. GREW's revenues increased in 2025 compared to 2024.  The increase in revenues was the result of increased revenues generated by Diversegy, partially offset by decreases in revenues from Genie Solar and CityCom. Diversegy's revenues from commissions, entry fees and other fees increased by $5.0 million in 2025 compared to 2024 due to strong growth in the number of customers and transactions in the past two years. Genie Solar's revenues from development of solar projects, electricity generation from operating solar projects and sale of solar panels decreased by $2.5 million in 2025 compared to 2024 as we shifted our strategic focus from lower margin commercial projects to the development and operation of utility-scale projects during the first half of 2025 and eventually discontinuing several projects due to the effect of enactment of the OBBB. Revenues from CityCom Solar decreased by $0.9 million in 2025 compared to 2024 as a result of reduced level of activity for the past two years.

 

Cost of Revenue. The increase in the cost of revenues in 2025 compared to 2024 are due to changes in the mix of products from which the revenues were generated during the periods. In 2025, we recorded a $1.3 million charge to the cost of revenues of Genie Solar to write down the carrying value of solar panel inventories to the estimated net realizable value, compared to a $0.4 million write-down recorded in 2024.

 

Selling, General and Administrative. Selling, general and administrative expenses increased by 26.9% in 2025 compared to 2024  primarily due to due to increases in employee-related costs, marketing expenses and provision for credit losses. Employee-related costs increased by $1.1 million in 2025 compared to 2024, due to an increase in the number of employees, especially in Diversegy. Marketing expenses increased by $1.0 million in 2025 compared to 2024, due to an increase in marketing activities in Diversegy resulting in higher revenues. Genie Solar recorded a $0.2 million provision for credit losses as a result of the assessment of several solar projects in light of the enactment of the OBBB.

 

Impairment of assets. The impairment of assets, which relate to capitalized cost at Genie Solar for solar projects that were discontinued, increased by $1.5 million recorded in 2025 compared to 2024. The increase is due to the assessment of projects performed in light of the enactment of the OBBB.

 

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Corporate

 

Entities under corporate do not generate any revenues, nor does it incur any cost of revenues. Corporate costs include unallocated compensation, consulting fees, legal fees, business development expenses and other corporate-related general and administrative expenses.

 

   

Year ended December 31,

    

Change

  

(amounts in thousands)

  

2025

    

2024

    

$

    

%

  
              (As Restated)                  

General and administrative expenses and loss from operations

   $ 9,430     $ 8,668     $ 762       8.8  

 

The increase in corporate general and administrative expenses in 2025 compared to 2024 was primarily because of increases in audit fees. As a percentage of our consolidated revenues, corporate general and administrative expenses decreased from 2.0% in 2024 to  1.9% in 2025.

 

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Consolidated

 

Selling, General and Administrative. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $2.5 million and $2.4 million in 2025 and 2024, respectively. At December 31, 2025, aggregate unrecognized compensation cost related to non-vested stock-based compensation was $3.8 million. The unrecognized compensation cost expected to be recognized over the average service period of 1.7years.

 

As a percentage of our consolidated revenues, selling, general and administrative expenses decreased from 22.0% in 2024 to 19.0% in 2025.

 

The following is a discussion of our consolidated income and expense line items below loss from operations.

 

 

   

Year ended December 31,

    

Change

  

(amounts in thousands)

  

2025

    

2024

    

$

       %
              (As Restated)                  

Income from operations

   $ 27,717     $ 44,902     $ (17,185 )     (38.3 )%

Interest income

     7,715       7,072       643       9.1  

Interest expense

     (670 )     (464 )     (206 )     44.4  

Gain on investments and other, net

     1,379       1,971       (592 )     (30.0 )

Provision for income taxes

     (8,262 )     (15,358 )     7,096       (46.2 )

Net income from continuing operations

     27,879       38,123       (10,244 )     (26.9 )

Income (loss) from discontinued operations, net of tax

     (4,164 )     (2,907 )     (1,257 )     43.2  

Net income

     23,715       35,216       (11,501 )     (32.7 )

Net loss attributable to noncontrolling interests

     291       293       (2 )     (0.7 )

Net income attributable to Genie Energy Ltd.

   $ 24,006     $ 35,509     $ (11,503 )     (32.4 )%

 

Interest income. Interest income increased in 2025 compared to 2024 primarily due to increases in average cash, cash equivalents and restricted cash during the period.

 

Gain on Investments and Other, net. The gain on investments and others, net for the years ended December 31, 2025 and 2024 consisted primarily of changes in fair value of the Company's investments in various entities and foreign currency transactions. The increase in 2025 compared to 2024 is due to increases in estimated fair values of investee companies and additional investments in 2024 and 2025.

 

Provision for Income Taxes. The decrease in provision for income tax in 2025 compared to 2024 is primarily due to decreases in the amount of taxable income in the various taxing jurisdictions. Income before income taxes decreased to $36.1 million in 2025 compared to $53.5 million in 2024.

 

Income (loss) from discontinued operations, net of tax. Income (loss) from discontinued operations, net of tax in the year ended December 31, 2025 is mainly from adjustments of deferred taxes during the year. Income (loss) from discontinued operations, net of tax in the year ended December 31, 2024 is mainly from an estimated loss resulting from legal cases filed by the Lumo Administrator, as discussed above, partially offset by provision for taxes and foreign exchange differences in Lumo Sweden. 

 

Net Loss (Income) Attributable to Noncontrolling Interests. Net loss attributable to noncontrolling interests for the years ended December 31, 2025 and 2024 primarily consist of losses incurred in various businesses in the GREW segment partially offset by net income from Citizens Choice ("CCE"). 

 

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Year Ended December 31, 2024 compared to Year Ended December 31, 2023

 

   

Year Ended December 31,

    

Change

  

(amounts in thousands)

  

2024

    

2023

    

$

    

%

  

Revenues:

                                

Electricity

     350,514       350,779       (265 )     (0.1 )

Natural gas

     52,101       55,988       (3,887 )     (6.9 )

Others

     725       3,112       (2,387 )     (76.7 )

Total revenues

     403,340       409,879       (6,539 )     (1.6 )

Cost of revenues

     271,191       266,519       4,672       1.8  

Gross profit

     132,149       143,360       (11,211 )     (7.8 )

Selling, general and administrative

     75,604       71,449       4,155       5.8  

Income from operations

     56,545       71,911       (15,366 )     (21.4 )

 

Revenues. GRE’s electricity revenues slightly decreased in 2024 compared to 2023. The slight decrease in electricity revenues in 2024 compared to 2023 was the result of a decrease in average price charged to customers offset by an increase in electricity consumption. The average rate per kilowatt hour sold decreased by 3.0% in 2024 compared to 2023 due to general market conditions. Electricity consumption by GRE's REPs' customers increased by 3.0% in 2024 compared to 2023. The increase in electricity consumption reflected an increase in the average number of meters served, which increased by 4.8% in 2024 compared to 2023, partially offset by a 1.7% decrease in average electricity consumption per meter in 2024 compared to 2023. The increase in meters served was driven by strong customer acquisitions during 2024. Electricity consumption per meter decreased in 2024 compared to 2023 due to cooler than usual weather during the 2024 summer cooling season and standard fluctuations in customer consumption patterns.

 

GRE’s natural gas revenues decreased in 2024 compared to 2023. The decrease in natural gas revenues in 2024 compared to 2023 was a result of decrease in the average revenue per therm sold partially offset by an increase in natural gas consumption. The average rate per therm sold decreased by 11.6% in 2024 compared to 2023. due to general market conditions. Natural gas consumption of GRE's REPs' customers increased by 5.3% in 2024 compared to 2023 due to a 7.0% increase in average meters served in 2024 compared to 2023 partially offset by a decrease in average consumption per meter in 2024 compared to 2023. The increase in meters served was driven by customer acquisition efforts during 2023 and continued through 2024.

 

Other revenues in 2024 included revenues from the sale of petroleum products in Israel up to May 2024 and customer termination fees from commercial customers.

 

The customer base for GRE's REPs as measured by meters serviced consisted of the following:

 

   

December 31,

    

September 30,

    

June 30,

    

March 31,

    

December 31,

  

(in thousands)

  

2024

    

2024

    

2024

    

2024

    

2023

  

Meters at end of quarter:

                                        

Electricity customers

     333       311       278       281       279  

Natural gas customers

     90       88       84       83       82  

Total RCEs

     423       399       362       364       361  

 

Gross meter acquisitions in 2024 were 326,000 compared to 316,000 in 2023.  In the first quarter of 2023, we resumed customer acquisition activities using a variety of new and existing channels after a "strategic pause" implemented from the fourth quarter of 2021 through 2022. Gross meter acquisitions in 2024 increased compared to 2023 primarily due to a customer aggregation deal that started in September 2024. In 2024, customer acquisition efforts were conducted at a historically normalized level.

 

The number of meters served on December 31, 2024 increased by 62,000 meters or 17.2% from December 31, 2023. The increase in the number of meters served at December 31, 2024 compared to December 31, 2023 was due to a significant aggregation deal that started in September 2024.

 

In 2024, average monthly churn increased to 5.4% compared to 4.9% in 2023, as a result of higher churn rates related to newly acquired customers.

 

The average rates of annualized energy consumption, as measured by residential customer equivalents, or RCEs, are presented in the chart below. An RCE represents a natural gas customer with annual consumption of 100 mmbtu or an electricity customer with annual consumption of 10 MWh. Because different customers have different rates of energy consumption, RCEs are an industry standard metric for evaluating the consumption profile of a given retail customer base.

 

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December 31,

    

September 30,

    

June 30,

    

March 31,

    

December 31,

  

(in thousands)

  

2024

    

2024

    

2024

    

2024

    

2023

  

RCEs at end of quarter:

                                        

Electricity customers

     319       301       267       267       272  

Natural gas customers

     80       79       78       81       88  

Total RCEs

     399       380       345       348       360  

 

RCEs increased by 10.8% at December 31, 2024 compared to December 31, 2023. The increase is due to the customer acquisition activities discussed above.

 

Cost of Revenues and Gross Margin Percentage. GRE’s cost of revenues and gross margin percentage were as follows: 

 

   

Year Ended December 31,

    

Change

  

(amounts in thousands)

  

2024

    

2023

    

$

    

%

  

Cost of revenues:

                                

Electricity

   $ 238,054     $ 218,631     $ 19,423       8.9 %

Natural gas

     32,472       45,205       (12,733 )     (28.2 )

Others

     665       2,683       (2,018 )     (75.2 )

Total cost of revenues

   $ 271,191     $ 266,519     $ 4,672       1.8 %

 

   

Year Ended December 31,

          
   

2024

    

2023

    

Change

  

Gross margin percentage:

                        

Electricity

     32.1 %     37.7 %     (5.6 )%

Natural gas

     37.7 %     19.3 %     18.4 %

Others

     8.3 %     13.8 %     (5.5 )%

Total gross margin percentage

     32.8 %     35.0 %     (2.2 )%

 

Cost of revenues for electricity increased in 2024 compared to 2023 primarily because of increases in the average unit cost of electricity and electricity consumption. The average unit cost of electricity increased by 5.7% in 2024 compared to 2023 due to higher wholesale prices of electricity during 2024 compared to 2023. Electricity consumption by GRE's REPs' customers increased by 3.0% in 2024 compared to 2023. The gross margin on electricity decreased in 2024 compared to 2023, because the average cost of electricity increased while the rates charged to customers decreased.

 

Cost of revenues for natural gas decreased in 2024 compared to 2023 primarily because of a decrease in the average unit cost of natural gas partially offset by a decrease in total natural gas consumption. The average unit cost of natural gas decreased 31.8% in 2024 compared to 2023 due to a decrease in the average wholesale price of natural gas during 2024 compared to 2023. Natural gas consumption by GRE’s REPs’ customers increased by 5.3% in 2024 compared to 2023. Gross margin on natural gas sales increased in 2024 compared to 2023 because the average unit cost of natural gas decreased more than the decrease in the average rate charged to customers.

 

The cost of other revenues in 2024 included the cost of petroleum products sold in Israel.

 

Selling, General and Administrative. The increase in selling, general and administrative expenses in 2024 compared to 2023 was primarily due to increases in marketing and customer acquisition costs, employee-related costs, billing and POR program fees and management fees. Marketing and customer acquisition expenses increased by $1.3 million in 2024 compared to 2023 as a result of an increase in the number of meters acquired during 2024. Employee-related expenses increased by $0.5 million in 2024 compared to 2023 primarily due to an increase in the number of employees and commissions earned by employees from commercial sales. Billing and POR program fees increased by $1.9 million in 2024 compared to 2023  as a result of changes in rates implemented by several utilities. Management fees increased by $0.5 million in 2024 compared to 2023 as a result of a favorable results at GRE's Mirabito business unit. As a percentage of GRE’s total revenues, selling, general and administrative expenses increased to 18.7% in 2024 from 17.4% in 2023.

 

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Genie Renewables

 

On November 3, 2023, Genie Solar acquired ten special- purpose entities that own and operate solar system facilities in Ohio and Michigan for an aggregate purchase price of $7.5 million. On November 3, 2023, Genie Solar also signed an agreement to purchase from the sellers of the Ohio and Michigan facilities another special purpose entity that owns and operates a solar system facility in Indiana, for $1.3 million, subject to the satisfaction of certain closing conditions. In February 2024, the purchase of the solar system facility in Indiana was completed.

 

The acquisitions have been accounted for as asset acquisitions with a total purchase price of $9.0 million, including $0.2 million of direct transaction cost allocated to solar arrays assets included in the property and equipment account in our consolidated balance sheets.

 

The Company recorded revenue from the solar array acquisitions of approximately $1.2 million and $0.1 million in its consolidated statements of operations and comprehensive income for the year ended December 31, 2024 and 2023.

 

   

Year Ended December 31,

    

Change

  

(amounts in thousands)

  

2024

    

2023

    

$

    

%

  

Revenue

   $ 21,862     $ 18,829     $ 3,033       16.1 %

Cost of revenue

     15,528       15,983       (455 )     (2.8 )

Gross profit

     6,334       2,846       3,488       122.6  

Selling, general and administrative expenses

     9,124       8,635       489       5.7  

Loss from operations

   $ (2,975 )   $ (5,789 )   $ 2,814       (48.6 )%

 

Revenue. GREW's revenues increased in 2024 compared to 2023.  The increase in revenues were the result of increased revenues generated by Diversegy that includes commissions, entry fees and other fees revenue, contributions from the portfolio of operating solar projects at Genie Solar and  revenues from the development of solar projects for customers from Genie Solar, partially offset by a decrease in revenues from commissions from selling alternative products and services to customers by CityCom Solar.

 

Cost of Revenue. The variations in the cost of revenues in 2024 compared to 2023 are due to changes in the mix of products from which the revenues were generated during the periods. In the first quarter of 2024, we recorded a $0.4 million charge to the cost of revenues of Genie Solar to write down the carrying value of solar panel inventories to the estimated net realizable value.

 

Selling, General and Administrative. Selling, general and administrative expenses increased in 2024 compared to 2023  primarily due to increases in headcount in Genie Solar and Diversegy, consulting fees, warehousing costs at Genie Solar and depreciation from the solar arrays acquired by Genie Solar in November 2023 and February 2024.

 

Impairment of assets. The impairment of assets recorded in 2024 relates to capitalized cost at Genie Solar for solar projects that were discontinued in 2024.

 

Corporate

 

As discussed above, the remaining accounts of GRE International were transferred to corporate starting in the third quarter of 2022. Entities under corporate do not generate any revenues, nor does it incur any cost of revenues. Corporate costs include unallocated compensation, consulting fees, legal fees, business development expense and other corporate-related general and administrative expenses.

 

   

Year Ended December 31,

    

Change

  

(amounts in thousands)

  

2024

    

2023

    

$

    

%

  
      (As Restated)       (As Restated)                  

General and administrative expenses and loss from operations

   $ 8,668     $ 11,025       (2,357 )     (21.4 )

 

The decrease in Corporate general and administrative expenses in 2024 compared to 2023 was primarily because of decreases in employee-related cost and professional and consulting fees. As a percentage of our consolidated revenues, corporate general and administrative expenses decreased from 2.1% in 2023 to 2.0% in 2024.

 

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Consolidated

 

Selling, General and Administrative. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $2.3 million and $2.8 million in 2024 and 2023, respectively. At December 31, 2024, aggregate unrecognized compensation cost related to non-vested stock-based compensation was $5.9 million. The unrecognized compensation cost expected to be recognized over the average service period of 2.5 years.

 

As a percentage of our consolidated revenues, selling, general and administrative expenses increased from 21.3% in 2023 to 22.0% in 2024.

 

The following is a discussion of our consolidated income and expense line items below loss from operations.

 

   

Year Ended December 31,

    

Change

  

(amounts in thousands)

  

2024

    

2023

    

$

    

%

  
      (As Restated)       (As Restated)                  

Income from operations

   $ 44,902     $ 55,097     $ (10,195 )     (18.5 )%

Interest income

     7,072       5,076       1,996       39.3  

Interest expense

     (464 )     (99 )     (365 )     368.7  

Gain on investments and others, net

     1,971       3,122       (1,151 )     (36.9 )

Provision for income taxes

     (15,358 )     (16,622 )     1,264       (7.6 )

Net income from continuing operations

     38,123       46,574       (8,451 )     (18.1 )

Income from discontinued operations, net of tax

     (2,907 )     6,409       (9,316 )     (145.4 )

Net income

     35,216       52,983       (17,767 )     (33.5 )

Net (income) loss attributable to noncontrolling interests

     293       (740 )     1,033       (139.6 )

Net income attributable to Genie Energy Ltd.

   $ 35,509     $ 52,243     $ (16,734 )     (32.0 )%

 

Interest income. Interest income increased in 2024, compared to 2023 primarily due to increases in average cash, cash equivalents and restricted cash during the period and significant increases in average effective interest rates on those balances.

 

Gain on Marketable Equity Securities and Investments. The gain on marketable equity securities and investment for the year ended December 31, 2024 pertains to the change in fair value of the Company's investments various entities.

 

Other income, net. Other income , net in 2024 consisted primarily of foreign currency transactions and equity in net loss in equity method investees. Other income (loss) income, net, consisted of a one-time tax credit related to payroll taxes incurred in prior years, foreign currency transactions and equity in net loss in equity method investees.

 

Provision for Income Taxes. The decrease in provision for income tax in 2024 compared to 2023 is primarily due to decreases in the amount of taxable income in the various taxing jurisdictions. Income before income taxes decreased to $53.5 million in 2024 compared to $63.2 million in 2023.

 

(Loss) income from discontinued operations, net of tax. Loss from discontinued operations, net of tax in the year ended December 31, 2024 is mainly from an estimated loss resulting from legal cases filed by the Lumo Administrator, as discussed above, partially offset by provision for taxes and foreign exchange differences in Lumo Sweden. Income from discontinued operations, net of tax in year ended December 31, 2023 is mainly from an increase in the estimated value of our investments in Orbit and foreign exchange differences in Lumo Sweden.

 

Net Loss (Income) Attributable to Noncontrolling Interests. Net loss attributable to noncontrolling interests for the year ended December 31, 2024 primarily consists of net income from Citizens Choice ("CCE") partially offset by losses incurred in various businesses in Renewables segments. Net income attributable to noncontrolling interests for the year ended December 31, 2023 primarily consists of net income from CCE and various businesses in Renewables segments.

 

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LIQUIDITY AND CAPITAL RESOURCES 

 

General

 

We currently expect that our cash flows from operations in the next twelve months and the $203.5 million balance of unrestricted cash and cash equivalents that we held at December 31, 2025 will be sufficient to meet our currently anticipated cash requirements for at least up to at least twelve months from the issuance of the consolidated financial statements.

 

At December 31, 2025, we had working capital (current assets less current liabilities) of $187.4 million. 

 

   

Year ended December 31,

  

(amounts in thousands)

  

2025

    

2024

    

2023

  
                         

Cash flows provided by (used in):

                        

Operating activities

   $ 44,061     $ 60,261     $ 50,938  

Investing activities

     (15,346 )     (16,037 )     (10,005 )

Financing activities

     (19,144 )     (15,750 )     (15,150 )

Effect of exchange rate changes on cash, cash equivalents and cash equivalents

     (51 )     7       (67 )

Increase in cash, cash equivalents and restricted cash from continuing operations

     9,520       28,481       25,716  

Cash flows provided by discontinued operations

     2,274       10,481       35,185  

Increase in cash, cash equivalents and restricted cash

   $ 11,794     $ 38,962     $ 60,901  

 

Operating Activities

 

Cash, cash equivalents and restricted cash provided by continuing operating activities were $44.1 million, $60.3 million and $50.9 million in the years ended December 31, 2025, 2024 and 2023, respectively. Net income from continuing operations after non-cash adjustments decreased to $38.0 million in 2025 compared to $42.4 million in 2024 and $55.7 million in 2023. 

 

Our cash flow from operations varies significantly from quarter to quarter and from year to year, depending on our operating results and the timing of operating cash receipts and payments, specifically trade accounts receivable and trade accounts payable. Changes in assets and liabilities increased cash flows by $11.9 million for 2025, compared to 2024 and decreased by $22.7 million for 2024, compared to 2023. 

 

Certain of GRE's REPs are party to an Amended and Restated Preferred Supplier Agreement with BP Energy Company, or BP, which is to be in effect through November 30, 2026. Under the agreement, the REPs purchase electricity and natural gas at market rate plus a fee. The obligations to BP are secured by a first security interest in deposits or receivables from utilities in connection with their purchase of the REP’s customer’s receivables, and in any cash deposits or letters of credit posted in connection with any collateral accounts with BP. The ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants. At December 31, 2025, we were in compliance with such covenants. At December 31, 2025, restricted cash—short-term of $0.8 million and trade accounts receivable of $76.1 million were pledged to BP as collateral for the payment of trade accounts payable to BP of  $33.5 million at December 31, 2025.

 

We had purchase commitments of $144.4 million at December 31, 2025, of which $140.7 million was for purchases of electricity.

 

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We are a lessee under operating lease agreements primarily for office space in locations where we operate and for our solar development projects with lease periods expiring between 2026 and 2052. Our future lease payments under the operating leases as of December 31, 2025 were $2.3 million.

 

GRE has performance bonds issued through a third party for the benefit of certain utility companies and for various states in order to comply with the states’ financial requirements for retail energy providers. At December 31, 2025, we had outstanding aggregate performance bonds of $28.4 million and $1.0 million of unused letters of credit.

 

From time to time, we receive inquiries or requests for information or materials from public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes, and we respond to those inquiries or requests. We cannot predict whether any of those matters will lead to claims or enforcement actions.

 

Investing Activities

 

Our capital expenditures were $8.2 million, $6.7 million and $1.4 million in 2025, 2024 and 2023, respectively. The increase in capital expenditures in 2025 and 2024 compared to 2023 is due to construction in progress in Genie Solar. In the year ended December 31, 2025, we transferred $2.7 million worth of solar panels that were allocated to discontinued community solar projects of Genie Solar from construction in progress to inventory. In the year ended December 31, 2024, we transferred solar panels with carrying value of $1.0 million that are intended to be used in Genie Solar projects from inventory to construction in progress. We currently anticipate that our total capital expenditures in the year ending December 31, 2026 will be between $5.0 million and $10.0 million mostly related to the solar projects at GREW.

 

In 2025, 2024 and 2023, we acquired minimal interests in various ventures for an aggregate amount of investments of $6.2 million, $6.1 million and $11.0 million, respectively.

 

In 2025, we purchased from a certain investor an 8.4% equity interest in Roded Recycling Industries Ltd. for $0.3 million, increasing our interest to 71.0%.

 

In February 2024, we purchased from a certain investor 0.5% interest in Genie Energy International Corporation ("GEIC"), which holds our interest in our operating subsidiaries for $1.2 million. Following this transaction, GEIC is a wholly owned subsidiary of the Company.

 

In July 2024, we acquired an investment property with an aggregate cost of $3.6 million. The investment property was acquired through a subsidiary in which we hold a 51.0% interest with the remaining 49.0% held by Howard Jonas, the Chairman of our Board of Directors. The Company paid $1.8 million to the seller and made a note payable to the seller for $1.8 million, payable in full on maturity. The note payable carries a 5.0% interest rate payable in full on February 1, 2026. In the third quarter of 2024, Howard Jonas, reimbursed the Company $0.9 million, representing the purchase price for his 49.0% share in the investment property and is included in the noncontrolling interest in our consolidated balance sheets. At December 31, 2025, $1.8 million was outstanding under the note payable with an effective interest rate of 5.0%. In January 2026, the Company paid the full principal amount of the note plus all accrued interest.

 

In 2025 and 2024, we invested towards the improvement of an investment property of $1.9 million and $0.3 million, respectively.

 

In 2025, 2024 and 2023, we received from several investees for the return of our investments for an aggregate amount of $1.2 million, $0.6 million and $10.0 million, respectively.

 

In the first quarter of 2023, we invested $4.6 million to purchase the common stock of a publicly-traded company which we sold for $3.9 million during the third quarter of 2023.

 

On November 3, 2023, we acquired ten special-purpose entities that own and operate solar system facilities in Ohio and Michigan for an aggregate purchase price of $7.5 million. The acquisition has been accounted for as an asset acquisition with a total purchase price of $7.7 million, including $0.2 million of direct transaction cost allocated to solar arrays assets included in the property and equipment account in our consolidated balance sheets.

 

On November 3, 2023, we also signed an agreement to purchase from the sellers of the Ohio and Michigan facilities another special purpose entity that owns and operates a solar system facility in Indiana, for $1.3 million, subject to the satisfaction of certain closing conditions. In February 2024, the purchase of the solar system facility in Indiana was completed after the closing conditions were met. The acquisition has been accounted for as asset acquisitions and we recorded $1.3 million to solar arrays assets included in the property and equipment account in the consolidated balance sheet.

 

In 2023, we invested $4.4 million to purchase investments in total return swap which we sold for $5.5 million during the same period.

 

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Financing Activities

 

In each of the years ended December 31, 2025, 2024 and 2023, we paid aggregate dividends of $0.30 per share to holders of our Class A common stock and Class B common stock. We paid common stock dividends in an aggregate amount of $8.0 million, $8.2 million and $8.0 million in the years ended December 31, 2025, 2024 and 2023, respectively. 

 

In the year ended December 31, 2023, we paid aggregate cash Base Dividends of $0.3188 per share on its Preferred Stock, equal to $0.3 million in Base Dividends paid. In May 2023, we also paid Additional Dividends of $0.5301 per share of our Preferred Stock, equal to $0.5 million in respect of the GRE results of operations through December 31, 2022.

 

On February 26, 2025, we paid a dividend of $0.075 per share to holders of our Class A common Stock and Class B common stock to stockholders of record as of the close of business on February 18, 2025. 

 

On March 11, 2013, our Board of Directors approved a program for the repurchase of up to an aggregate of 7.0 million shares of our Class B common stock. In the year ended December 31, 2025, we acquired  549,958 shares of Class B common stock under the stock purchase program for an aggregate amount of $10.4 million. In the year ended December 31, 2024, we acquired 660,794 Class B common stock under the repurchase program for an aggregate amount of $10.5 million. In the year ended December 31, 2023, we acquired 3,778 Class B common stock under the repurchase program for an aggregate amount of $0.1 million. At December 31, 2025, 3.5 million shares remained available for repurchase under the stock repurchase program.

 

On February 7, 2022, the Board of Directors of the Company authorized a program to redeem, beginning, in the second quarter of 2022, up to $1.0 million per quarter of our Preferred Stock at the liquidation preference of $8.50 per share. In  2023 and 2022, we redeemed 983,385 and 1,339,341 shares of Preferred Stock at the liquidation preference of $8.50 for an aggregate amount of $11.4 million and $ 8.4 million, respectively, and all outstanding shares of Preferred Stock were redeemed by the end of 2023. Following the redemption, there are no shares of Preferred Stock outstanding, all rights of Preferred Stockholders have terminated, and the Preferred Stock’s ticker symbol, "GNEPRA", has been retired.

 

In the year ended December 31, 2025, 2024 and 2023 we paid $2.1 million, $3.6 million and $2.9 million to repurchase shares, respectively, of our Class B common stock tendered by our employees to satisfy tax withholding obligations in connection with the lapsing of restrictions on awards of restricted stock. Such shares were repurchased by us based on their fair market value on the trading day immediately prior to the vesting date.

 

On November 18, 2024, our subsidiary, SUT Holdings, LLC entered into a Term Loan Agreement with National Cooperative Bank, N.A. ("NCB") for $7.4 million (the "Term Loan"). The principal amount is payable in installments every January 1, July 1 and October 1 of each year starting on July 1, 2025. up to October 2031. Accrued interest on the unpaid balance is payable on each January 1, April 1, July 1 and October 1, calculated using the 3-Month Term Secured Overnight Financing Rate ("SOFR") published by CME Group Benchmark Administration plus a margin of 2.0% computed on the basis of actual number of days over 360 days. We paid NCB a nonrefundable commitment fee equal to 1.0% of the total principal amount equivalent to $0.1 million. We have the right to prepay the Term Loan in whole or in part at any time as permitted under specific terms in the Term Loan Agreement. The Term Loan is secured by our operating solar systems located in Ohio, Indiana and Michigan.  The Term Loan is subject to various financial and negative covenants and at December 31, 2025, we were in compliance with all such covenants.  At December 31, 2025, there was $7.1 million outstanding under the Term Loan at a weighted average interest rate of 6.2%. We also entered into a Cash Management Agreement with NCB to manage the cash flows of the operations of collateralized solar projects. The Cash Management Agreement also provided certain restriction on certain cash accounts specified in the agreements. At December 31, 2025, an aggregate of $3.8 million is deposited in NCB and are subject to certain restrictions.

 

In 2025, we paid the required installment of the principal amount of the Term Loan of $0.3 million.

 

On November 2, 2023, we made a charitable donation to the Genie Energy Charitable Foundation (the "Genie Foundation") by issuing 50,000 shares of Class B common stock from its treasury with value of on the date of the donation of approximately $1.0 million. On April 17, 2024, we repurchased 50,000 shares of Class B common stock from the Genie Foundation for $0.8 million. The Company is the sole member of the Genie Foundation and the Company's Chief Executive Officer and Chief Financial Officer serve as members of the board of directors of the Genie Foundation.

 

In June 2023, several holders of warrants exercised those warrants to purchase 1,048,218 shares of Class B common stock warrants for $5.0 million.

 

On December 13, 2018, we entered into a Credit Agreement with JPMorgan Chase Bank (“Credit Agreement”). On February 14, 2024, the Company entered into the third amendment of its existing Credit Agreement to extend the maturity date of December 31, 2024. The aggregate principal amount was retained at $3.0 million credit line facility (“Credit Line”). The Company pays a commitment fee of 0.1% per annum on the unused portion of the Credit Line as specified in the Credit Agreement. The borrowed amounts will be in the form of letters of credit which will bear interest of 1.0% per annum. The Company will also pay a fee for each letter of credit that is issued equal to the greater of $500 or 1.0% of the original maximum available amount of the letter of credit. We agreed to deposit cash in a money market account at JPMorgan Chase Bank as collateral for the line of credit equal to $3.1 million. As of December 31, 2025, there are $1.0 million in letters of credit from the Credit Line. At December 31, 2025, the cash collateral of  $3.3 million was included in restricted cash—short-term in the consolidated balance sheet.

 

Cash flows from discontinued operations

 

Cash provided by operating activities of discontinued operations was $2.3 million, $10.5 million and $11.5 million in 2025, 2024 and 2023, respectively. The cash provided by operating activities of discontinued operations in the years ended December 31, 2025, 2024 and 2023 includes proceeds from the settlement of hedges of Lumo Sweden and favorable results of operations of Lumo Finland and Lumo Sweden in 2022. Net cash provided by investing activities of discontinued operations was $23.6 million in the year ended December 31, 2023 from the return of cash transferred to the Orbit Administrator in the prior year. 

 

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ENVIRONMENTAL MATTERS

 

For information concerning climate change, see "Climate Change" in Item I.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risks.

 

Our primary market risk exposure is the price applicable to our natural gas and electricity purchases and sales. The sales price of our natural gas and electricity is primarily driven by the prevailing market price. Hypothetically, for our GRE segment, if our gross profit per unit in 2025 had remained the same as in 2024, due to changes in the price of natural gas and electricity, our gross profit from electricity and natural gas sales would have increased by $34.9 million and $18.4 million in 2025, respectively.

 

The energy markets have historically been very volatile, and we can reasonably expect that electricity and natural gas prices will be subject to fluctuations in the future. In an effort to reduce the effects of the volatility of the cost of electricity and natural gas on our operations, we have adopted a policy of hedging electricity and natural gas prices from time to time, at relatively lower volumes, primarily through the use of put and call options and swaps. While the use of these hedging arrangements limits the downside risk of adverse price movements, it also limits future gains from favorable movements. We do not apply hedge accounting to these swaps or options, therefore the mark-to-market change in fair value is recognized in cost of revenue in our consolidated statements of operations. See Note 5 – Derivative Instruments, for details of the hedging activities.

 

Item 8. Financial Statements and Supplementary Data.

 

Our Consolidated Financial Statements and supplementary data and the report of the independent registered public accounting firm thereon set forth starting on page F-1 herein are incorporated herein by reference.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

On July 9, 2025, the Audit Committee of our Board of Directors dismissed Zwick CPA, PLLC as the Company’s independent registered public accounting firm.

 

On July 9, 2025, the Audit Committee of our Board of Directors approved the appointment of CBIZ CPAs P.C. to serve as our new independent registered public accounting firm. 

 

There have been no disagreements between our accountants and us on any matter of accounting principles, practices, or financial statement disclosure.

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

The Company, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer ("Certifying Officers"), conducted an evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act of 1934) as of December 31, 2025. Based on our evaluation, our Certifying Officers concluded that the Company’s disclosure controls and procedures on December 31, 2025, were not effective, due to the material weaknesses described below.

 

Considering these material weaknesses, we performed additional analyses as deemed necessary to ensure that our financial statements were accurately prepared and in accordance with U.S. GAAP.

 

Management's Annual Report on Internal Control Over Financial Reporting

 

We, the management of Genie Energy Ltd. and subsidiaries (the “Company”), are responsible for establishing and maintaining adequate internal control over financial reporting of the Company.

 

The Company’s internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:

 

1.

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company;
   

2.

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
   

3.

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

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Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, the Company’s management used the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). 

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our internal control over financial reporting, as prescribed above, as of December 31, 2025. Based on our evaluation, our principal executive officer and principal financial officer concluded our internal control over financial reporting was not effective as of December 31, 2025 due to the existence of the following material weaknesses:

 

ITGCs

 

We did not maintain effective control over the change management, logical security and vendor management processes within applications and databases we used to process and record transactions, including those related to customer enrollment, rebate programs, sales commissions, and invoicing. Controls that were reliant on such systems were deemed to be deficient. Management concluded that these deficient controls could result in a material misstatement of the consolidated financial statements that would not be prevented or detected and, therefore, aggregated to a material weakness.

 

Captive Insurance

 

We did not maintain effective controls over the identification, evaluation, and accounting for our captive transactions and related tax treatment, which resulted in adjustments to our previously issued financial statements. We identified an error in our previously issued financial statements for the years ended December 31, 2024 and December 31, 2023 contained in our Annual Reports on Form 10-K for such years, and in our previously issued unaudited condensed consolidated financial statements for each of the quarterly and year-to-date periods in 2024 and 2025 that were included in Forms 10-Q that were filed for the periods ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025 and September 30, 2025 related to the accounting of the captive insurance entity and the related tax treatment.

 

Management has concluded that these deficient controls could fail to prevent or detect a material misstatement and as such rise to a material weakness in the aggregate.

 

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

 

Because of these material weaknesses, management has concluded that our internal control over financial reporting was not effective as of December 31, 2025. These material weaknesses could result in misstatements of financial statement accounts and disclosures that would result in a material misstatement of the consolidated financial statements that would not be prevented or detected.


Notwithstanding the material weaknesses discussed below, our management has concluded that the consolidated financial statements included in this Annual Report on Form 10-K fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles.

 

Management Action Plan and Progress to Date

 

In response to the material weaknesses described above, we have taken certain actions and will continue to take further steps to strengthen our control processes and procedures in order to remediate such material weaknesses. We will continue to evaluate the effectiveness of our internal controls and procedures on an ongoing basis and will take further action as appropriate. Management has formed multiple aspects of an overall remediation plan, which is expected to be completed by the third quarter of 2026.

 

The plan includes:

 

●

 ITGCs
     
  – Implementation of a new software development toolkit and change management process;
     
  – Revamping of the internal roles and privileges infrastructure with enhanced access controls; and
     
  – Installation of a new database monitoring protocol with monitoring reports reviewed by an independent reviewer.
     
● Captive Insurance
     
  – Establishing a Technical Accounting Committee to provide formal internal as well as independent review of significant, non-routine, or complex transactions prior to accounting conclusions being finalized;
     
  – Engaging an external accounting advisory firm to supplement the Company's internal technical accounting resources for complex structured transactions;
     
  – Implementing a pre-close transaction checklist for all transactions exceeding $10.0 million or involving non-standard contractual structures; and
     
  – Enhancing documentation standards requiring a formal accounting position paper for all complex transactions.

 

Changes in Internal Control over Financial Reporting

 

Except for the changes in connection with our implementation of the remediation discussed above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter period that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.  

 

 

 

Item 9B. Other Information.

 

None.

 

 

 

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 

 

Not applicable.

 

 

 

Part III

 

 

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

The following is a list of our directors and executive officers along with the specific information required by Rule 14a-3 of the Securities Exchange Act of 1934:

 

Executive Officers

 

Michael Stein — Chief Executive Officer

 

Avi Goldin — Chief Financial Officer

 

Directors

 

Howard S. Jonas — Chairman of the Board of the Company

 

Joyce Mason — Corporate Secretary of the Company

 

W. Wesley Perry — Owner and operator of S.E.S. Investments, Ltd., an oil and gas investment company

 

Alan B. Rosenthal — Founder and managing partner of ABR Capital Financial Group LLC, an investment fund

 

Allan Sass — Former President and Chief Executive Officer of Occidental Oil Shale Corporation, a subsidiary of Occidental Petroleum

 

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Ex-Officio Director

 

James A. Courter — Former Senior Partner in the New Jersey law firm of Courter, Kobert & Cohen

 

The remaining information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2025, and which is incorporated by reference herein.

 

Insider Trading Policies and Procedures

 

We have insider trading policies and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, employees, and consultants, as well as our own. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. See “Index of Exhibits” within this Annual Report on Form 10-K for our Insider Trading Policy.

 

Corporate Governance

 

We have included as exhibits to this Annual Report on Form 10-K certificates of our Chief Executive Officer and Chief Financial Officer certifying the quality of our public disclosure.

 

We make available free of charge through the investor relations page of our web site (www.genie.com/investor) our Annual Reports on Form 10– K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, and all beneficial ownership reports on Forms 3, 4 and 5 filed by directors, officers and beneficial owners of more than 10% of our equity, as soon as reasonably practicable after such reports are electronically filed with the Securities and Exchange Commission. We have adopted codes of business conduct and ethics for all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. Copies of the codes of business conduct and ethics are available on our web site.

 

Our web site and the information contained therein or incorporated therein are not intended to be incorporated into this Annual Report on Form 10-K or our other filings with the SEC.

 

 

 

 

Item 11. Executive Compensation.

 

The information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2025, and which is incorporated by reference herein.

 

 

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2025, and which is incorporated by reference herein.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

 

The information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2025, and which is incorporated by reference herein.

 

Item 14. Principal Accounting Fees and Services.

 

The information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2025, and which is incorporated by reference herein.

 

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Part IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a)

The following documents are filed as part of this Report:

 

 

1.

Reports of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
   

Reports of Independent Registered Public Accounting Firms on Consolidated Financial Statements
   

 
 

2.

Financial Statement Schedules.
   

All schedules have been omitted since they are either included in the Notes to Consolidated Financial Statements or not required or not applicable.
   

 
 

3.

The exhibits listed in paragraph (b) of this item. Exhibit Numbers 10.01, 10.02 and 10.03 are management contracts or compensatory plans or arrangements.

 

(b)

Exhibits.

 

Exhibit
Number

  

Description of Exhibits

3.01(1)

  

Amended and Restated Certificate of Incorporation of the Registrant.
     

3.02(2)

  

Fourth Amended and Restated By-Laws of the Registrant.
     
4.02*   Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934
     

10.01(3)

  

Fourth Amended and Restated Employment Agreement, effective as of January 1, 2024, between the Registrant and Avi Goldin.
     

10.02(4)

  

2021 Stock Option and Incentive Plan of Genie Energy Ltd., as Amended and Restated.
     

10.03(1)

  

Preferred Supplier Agreement between IDT Energy, Inc. and BP Energy Company, dated June 29, 2009, as amended.
     
19   Insider Trading Policy
     

21.01*

  

Subsidiaries of the Registrant.
     

23.01*

  

Consent of CBIZ CPAs, P.C. 
     

31.01*

  

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     

31.02*

  

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     

32.01*

  

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     

32.02*

  

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
97(5)   Compensation Clawback Policy

 

47
Table of Contents

 

Exhibit
Number

  

Description of Exhibits

101.INS*

  

XBRL Instance Document
     

101.SCH*

  

XBRL Taxonomy Extension Schema Document
     

101.CAL*

  

XBRL Taxonomy Extension Calculation Linkbase Document
     

101.DEF*

  

XBRL Taxonomy Extension Definition Linkbase Document
     

101.LAB*

  

XBRL Taxonomy Extension Label Linkbase Document
     

101.PRE*

  

XBRL Taxonomy Extension Presentation Linkbase Document
     

104

  

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*

filed herewith.
 

 

(1)

Incorporated by reference to Form 10-12G/A, filed October 7, 2011.
 

 

(2)

Incorporated by reference to Form 8-K filed March 19, 2021.
 

 

(3)

Incorporated by reference to Form 8-K, filed February 8, 2024.
 

 

(4)

Incorporated by reference to the Schedule 14A, filed April 3, 2023.
   
(5) Incorporated by reference to Form 10-K, filed March 14, 2025

 

Item 16. Form 10-K Summary

 

None.

 

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Signatures

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

GENIE ENERGY LTD.

 

 

 

 

By:

/s/ Michael Stein

 

 

Chief Executive Officer

 

Date: April 30, 2026

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature

 

Titles

 

Date

 

 

 

 

 

/s/ Howard S. Jonas

 

Chairman of the Board

 

April 30, 2026

Howard S. Jonas

 

 

 

 

 

 

 

 

 

/s/ Michael Stein

 

Chief Executive Officer (Principal Executive Officer)

 

April 30, 2026

Michael Stein

 

 

 

 

 

 

 

 

 

/s/ Avi Goldin

 

Chief Financial Officer (Principal Financial Officer and

 

April 30, 2026

Avi Goldin

 

Principal Accounting Officer)

 

 

 

 

 

 

 

/s/ Joyce Mason

 

Director

 

April 30, 2026

Joyce Mason

 

 

 

 

 

 

 

 

 

/s/ W. Wesley Perry

 

Director

 

April 30, 2026

W. Wesley Perry

 

 

 

 

 

 

 

 

 

/s/ Alan B. Rosenthal

 

Director

 

April 30, 2026

Alan B. Rosenthal

 

 

 

 

 

 

 

 

 

/s/ Allan Sass

 

Director

 

April 30, 2026

Allan Sass

 

 

 

 

 

 

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GENIE ENERGY LTD.
Index to Consolidated Financial Statements

​

 

Reports of Independent Registered Public Accounting Firm — CBIZ CPAs, P.C; New York, NY; PCAOB Identification Number 199F-2
  

Reports of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

F-4
  

Consolidated Balance Sheets

F-5

  

Consolidated Statements of Operations

F-6

  

Consolidated Statements of Comprehensive Income (Loss)

F-7

  

Consolidated Statements of Equity

F-8

  

Consolidated Statements of Cash Flows

F-11

  

Notes to Consolidated Financial Statements

F-12

 

 

F-1
Table of Contents

 

Report of Independent Registered Public Accounting Firm

 

 

To the Stockholders and Board of Directors of

Genie Energy Ltd.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Genie Energy Ltd. (the “Company”) as of  December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

 

In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2025, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013, and our report dated April 30, 2026, expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of material weaknesses.

 

Restatement of the December 31, 2024 and 2023 Financial Statements

 

As discussed in Note 1 to the financial statements, the accompanying financial statements as of and for the years ended December 31, 2024 and 2023, have been restated to correct errors relating to the accounting for the Company’s captive self-insurance liability and related tax implications.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Unbilled Revenue

 

As described in Note 2 to the consolidated financial statements, the Company recognizes revenue from units of electricity and natural gas delivered, but not invoiced (“unbilled revenue”) based on estimated amounts customers will be billed for services rendered from the time meters were last read to the end of the reporting period.

 

F-2
Table of Contents

 

We identified unbilled revenue as a critical audit matter. Our principal considerations included management’s significant estimates and inputs, including customer usage, the number of unbilled days in the period, and the contractual rate charged. Because changes in these estimates and inputs could have a material effect on the amount of unbilled revenue, auditing these assumptions required a high degree of auditor judgment and significant audit effort, particularly in evaluating the completeness and accuracy of data obtained from third-party sources and assessing the reasonableness of management’s estimate

 

The primary procedures we performed to address this critical audit matter included:

 

 

●

Testing the design and implementation of internal controls over the unbilled revenue cycle. 

 

 

●

Testing the completeness and accuracy of data used in the estimate, including usage, contractual rates, and unbilled days, through reconciliation procedures and comparison to supporting documentation.

 

 

●

Comparing estimated unbilled revenue to subsequent billings to evaluate the reasonableness of management’s estimate.

 

 

●

Assessing the reasonableness of significant assumptions, including customer usage and contractual rates, through comparison to third-party information and other corroborating evidence .

 

 

/s/ CBIZ CPAs P.C.

 

CBIZ CPAs P.C.

 

We have served as the Company’s auditor since 2025.

 

New York, NY

April 30, 2026

 

F-3
Table of Contents

 

Report of Independent Registered Public Accounting Firm

on Internal Control Over Financial Reporting

 

To the Stockholders and Board of Directors of  

Genie Energy Ltd.

  

Adverse Opinion on Internal Control over Financial Reporting

 

We have audited Genie Energy Ltd. and subsidiaries' (the "Company") internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses described in the subsequent paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in “Management’s Annual Report on Internal Control Over Financial Reporting”:

 

 

●

The Company's change management, logical access and vendor management controls were not designed and operating effectively to ensure: 

 

  1.Information technology program and data changes affecting the Company’s financially relevant applications and tools, and underlying accounting records are identified, tested, authorized and implemented appropriately to validate that data produced by these financially relevant applications were complete and accurate,

 

 

 

2.Appropriate logical security controls that would adequately restrict user and privileged access to the financially relevant applications and underlying accounting records to the appropriate Company personnel,

 

 

 

3.For a key financially relevant service provider, a System and Organization Controls ("SOC") report was obtained and reviewed. However, it was determined that the report did not comply with applicable professional standards and could not be relied upon. As a result, controls at the Company that relied on the service provider’s system and reporting were ineffective.

 

 

 

Due to the pervasive nature of these deficiencies including unreliable SOC report described above, automated process-level, and manual controls that are dependent upon the information derived from such financially relevant applications were also determined to be ineffective.

 

 

●

The Company has identified a material weakness in internal control over financial reporting as it relates to ineffective design of certain controls over the timely review and approval of the control procedures related to the identification, evaluation, and accounting for the captive insurance transactions and related tax treatment, which resulted in restatements to the previously issued consolidated financial statements.

 

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the December 31, 2025 and the consolidated financial statements and this report does not affect our report dated April 30, 2026 on those consolidated financial statements.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of December 31, 2025 the related consolidated statements of operations, comprehensive income, equity, and cash flows as of and for the three years ended December 31, 2025 of the Company and our report dated April 30, 2026 expressed an unqualified opinion on those consolidated financial statements.

 

Basis for Opinion

 

The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Managements Annual report on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

Definition and Limitations of Internal Control over Financial Reporting 

 

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

 

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate.

 

 

/s/ CBIZ CPAs, P.C.

 

CBIZ CPAs, P.C.

 

New York, NY

April 30, 2026

 

F-4
Table of Contents

  

 

 

GENIE ENERGY LTD.
CONSOLIDATED BALANCE SHEETS

 

  

December 31,

 

(in thousands, except per share amounts)

 

2025

  

2024

 
       (As Restated) 

ASSETS

        

CURRENT ASSETS:

        

Cash and cash equivalents

 $203,516  $192,829 

Restricted cash—short-term

  7,936   7,815 

Marketable equity securities

  409   357 

Trade accounts receivable, net of allowance for credit losses of $7,876 and $8,086 at December 31, 2025 and 2024, respectively

  70,062   61,858 

Inventory

  12,370   12,188 

Prepaid expenses

  10,567   9,893 

Other current assets

  17,154   8,493 

Other current assets of discontinued operations

  1,419   3,594 

TOTAL CURRENT ASSETS

  323,433   297,027 

Property and equipment, net

  28,303   25,246 

Goodwill

  12,978   12,749 

Other intangibles, net

  1,804   2,367 

Deferred income tax assets, net

  2,309   5,623 

Other assets

  20,553   22,365 

Noncurrent assets of discontinued operations

  —   4,466 

TOTAL ASSETS

 $389,380  $369,843 

LIABILITIES AND EQUITY

        

CURRENT LIABILITIES:

        

Trade accounts payable

 $41,094  $31,233 

Accrued expenses

  50,782   48,793 

Income taxes payable

  28,851   30,838 

Current debt, net

  2,139   357 

Due to IDT Corporation, net

  112   135 

Other current liabilities

  10,052   6,393 

Current liabilities of discontinued operations

  2,996   4,585 

TOTAL CURRENT LIABILITIES

  136,026   122,334 

Noncurrent debt, net

  6,529   8,668 

Other liabilities

  2,379   2,959 

Noncurrent liabilities of discontinued operations

  —   705 

TOTAL LIABILITIES

  144,934   134,666 

Commitments and contingencies (Note 16 and Note 17)

          

EQUITY:

        

Genie Energy Ltd. stockholders’ equity:

        

Preferred stock, $0.01 par value; authorized shares – 10,000:

        

Series 2012-A, designated shares – 8,750; at liquidation preference, consisting of 0 shares issued and outstanding at December 31, 2025 and 2024

  —   — 

Class A common stock, $0.01 par value; authorized shares – 35,000; 1,574 shares issued and outstanding at December 31, 2025 and 2024

  16   16 

Class B common stock, $0.01 par value; authorized shares – 200,000; 29,339 and 29,310 shares issued and 24,847 and 25,482 shares outstanding at December 31, 2025 and 2024, respectively

  293   293 

Additional paid-in capital

  157,763   159,192 

Treasury stock, at cost, consisting of 4,492 and 3,828 shares of Class B common at December 31, 2025 and 2024, respectively

  (48,274)  (37,486)

Accumulated other comprehensive income

  4,921   3,919 

Retained earnings

  136,183   120,200 

Total Genie Energy Ltd. stockholders’ equity

  250,902   246,134 

Noncontrolling interests:

        

Noncontrolling interest

  (6,034)  (10,174)

Receivable from issuance of equity

  (422)  (783)

Total noncontrolling interests

  (6,456)  (10,957)

TOTAL EQUITY

  244,446   235,177 

TOTAL LIABILITIES AND EQUITY

 $389,380  $369,843 

 

See accompanying notes to consolidated financial statements.

 

F-5
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GENIE ENERGY LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS

 

  

Year ended December 31,

 

(in thousands, except per share data)

 

2025

  

2024

  

2023

 
       (As Restated)   (As Restated) 

REVENUES:

            

Electricity

 $412,782  $350,514  $350,779 

Natural gas

  65,667   52,101   55,988 

Other

  23,522   22,587   21,941 

Total revenues

  501,971   425,202   428,708 

Cost of revenues

  377,286   286,719   282,502 

GROSS PROFIT

  124,685   138,483   146,206 

OPERATING EXPENSES AND LOSSES:

            

Selling, general and administrative

  95,326   93,396   91,109 

Impairment of assets

  1,642   185   — 

Income from operations

  27,717   44,902   55,097 

Interest income

  7,715   7,072   5,076 

Interest expense

  (670)  (464)  (99)

Gain on investments and others, net

  1,379   1,971   3,122 

Income before income taxes

  36,141   53,481   63,196 

Provision for income taxes

  (8,262)  (15,358)  (16,622)

NET INCOME FROM CONTINUING OPERATIONS

  27,879   38,123   46,574 

(Loss) income from discontinued operations, net of tax

  (4,164)  (2,907)  6,409 

NET INCOME

  23,715   35,216   52,983 

Net loss (income) attributable to noncontrolling interests, net

  291   293   (740)

NET INCOME ATTRIBUTABLE TO GENIE ENERGY LTD.

  24,006   35,509   52,243 

Dividends on preferred stock

  —   —   (333)

NET INCOME ATTRIBUTABLE TO GENIE ENERGY LTD. COMMON STOCKHOLDERS

 $24,006  $35,509  $51,910 
             

Amounts attributable to Genie Energy Ltd. common stockholders

            

Income from continuing operations

 $28,170  $38,416  $45,501 

(Loss) income from discontinued operations

  (4,164)  (2,907)  6,409 

Net income attributable to Genie Energy Ltd. common stockholders

 $24,006  $35,509  $51,910 
             

Earnings per share attributed to Genie Energy Ltd. common stockholders

            

Basic

            

Income from continuing operations

 $1.07  $1.44  $1.78 

(Loss) income from discontinued operations

  (0.16)  (0.11)  0.25 

Net income attributable to Genie Energy Ltd. common stockholders

 $0.91  $1.33  $2.03 

Diluted

            

Income from continuing operations

 $1.06  $1.42  $1.74 

(Loss) income from discontinued operations

 $(0.16) $(0.11) $0.25 

Net income attributable to Genie Energy Ltd. common stockholders

 $0.90  $1.31  $1.99 
             

Weighted-average number of shares used in the calculation of earnings per share

            

Basic

  26,277   26,763   25,553 

Diluted

  26,535   27,163   26,062 
             

Dividends declared per common share

 $0.30  $0.30  $0.30 

 

See accompanying notes to consolidated financial statements.

 

F-6
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GENIE ENERGY LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

  

Year ended December 31,

 

(in thousands)

 

2025

  

2024

  

2023

 
       (As Restated)   (As Restated) 

NET INCOME

 $23,715  $35,216  $52,983 

Other comprehensive (loss) income:

            

Foreign currency translation adjustments

  1,780   1,289   1,376 

COMPREHENSIVE INCOME

  25,495   36,505   54,359 

Comprehensive income (loss) attributable to noncontrolling interests

  (487)  (364)  (743)

COMPREHENSIVE INCOME ATTRIBUTABLE TO GENIE ENERGY LTD.

 $25,008  $36,141  $53,616 

 

See accompanying notes to consolidated financial statements. 

 

F-7
Table of Contents

 

 

GENIE ENERGY LTD.
CONSOLIDATED STATEMENTS OF EQUITY (in thousands)

 

Genie Energy Ltd. Stockholders

 
                                  

Accumulated

             
  

Preferred

  

Class A

  

Class B

  

Additional

      

Other

             
  

Stock

  

Common Stock

  

Common Stock

  

Paid-In

  

Treasury

  

Comprehensive

  

Retained

  

Noncontrolling

  

Total

 
  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Stock

  

Income

  

Earnings

  

Interests

  

Equity

 

BALANCE AT DECEMBER 31, 2022

 $983  $8,359  $1,574  $16  $27,126  $271  $146,546  $(19,010) $1,926  $49,010  $(13,474) $173,644 

Dividends on preferred stock ($0.3188 per share dividends

  —   —   —   —   —   —   —   —   —   (333)  —   (333)

Dividends on common stock ($0.30 per share)

  —   —   —   —   —   —   —   —   —   (8,019)  —   (8,019)

Exercise of Class B common stock warrants

  —   —   —   —   1,048   11   4,990   —   —   —   —   5,001 

Stock-based compensation

  —   —   —   —   334   3   2,829   —   —   —   —   2,832 

Restricted Class B common stock purchased from employees

  —   —   —   —   —   —   —   (1,571)  —   —   —   (1,571)

Repurchase of Class B common stock from stock repurchase program

  —   —   —   —   —   —   —   (37)  —   —   —   (37)

Redemption of preferred stock

  (983)  (8,359)  —   —   —   —   —   —   —   —   —   (8,359)

Charitable contribution of treasury stock

  —   —   —   —   —   —   624   382   —   —   —   1,006 

Exercise of stock options

  —   —   —   —   257   3   1,112   (2,425)  —   —   —   (1,310)

Other comprehensive loss

  —   —   —   —   —   —   —   —   1,373   —   3   1,376 

Net income for the year ended December 31, 2023 (As Restated)

  —   —   —   —   —   —   —   —   —   52,243   740   52,983 

BALANCE AT DECEMBER 31, 2023 (As Restated)

 $—  $—  $1,574  $16  $28,765  $288  $156,101  $(22,661) $3,299  $92,901  $(12,731) $217,213 

 

See accompanying notes to consolidated financial statements.

 

F-8
Table of Contents

 

GENIE ENERGY LTD.
CONSOLIDATED STATEMENTS OF EQUITY (in thousands) — (Continued)

 

Genie Energy Ltd. Stockholders

 
                                  

Accumulated

                 
  

Preferred

  

Class A

  

Class B

  

Additional

      

Other

          

Receivable for

     
  

Stock

  

Common Stock

  

Common Stock

  

Paid-In

  

Treasury

  

Comprehensive

  

Retained

  

Noncontrolling

  

Issuance of

  

Total

 
  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Stock

  

Income

  

Earnings

  

Interests

  

Equity

  

Equity

 

BALANCE AT DECEMBER 31, 2023 (As Restated)

 $—  $—  $1,574  $16  $28,765  $288  $156,101  $(22,661) $3,299  $92,901  $(12,731) $—  $217,213 

Dividends on common stock ($0.30 per share)

  —   —   —   —   —   —   —   —   —   (8,210)  —   —   (8,210)

Exercise of stock options

  —   —   —   —   126   1   1,015   (1,446)  —   —   —   —   (430)

Stock-based compensation

  —   —   —   —   419   4   2,392   —   —   —   —   —   2,396 

Restricted Class B common stock purchased from employees

  —   —   —   —   —   —   —   (2,168)  —   —   —   —   (2,168)

Repurchase of Class B common stock from stock repurchase program

  —   —   —   —   —   —   —   (10,443)  —   —   —   —   (10,443)

Purchase of equity of subsidiary

  —   —   —   —   —   —   (316)  —   —   —   (884)  —   (1,200)

Class B common stock purchased from Genie Energy Charitable Foundation

  —   —   —   —   —   —   —   (768)  —   —   —   —   (768)

Deconsolidation of a subsidiary

  —   —   —   —   —   —   —   —   (12)  —   —   —   (12)

Consolidation of subsidiary

  —   —   —   —   —   —   —   —   —   —   1,286   —   1,286 

Noncontrolling investment to a subsidiary by Howard Jonas

  —   —   —   —   —   —   —   —   —   —   1,791   (783)  1,008 

Other comprehensive loss

  —   —   —   —   —   —   —   —   632   —   657   —   1,289 

Net income for the year ended December 31, 2024 (As Restated)

  —   —   —   —   —   —   —   —   —   35,509   (293)  —   35,216 

BALANCE AT DECEMBER 31, 2024 (As Restated)

 $—  $—  $1,574  $16  $29,310  $293  $159,192  $(37,486) $3,919  $120,200  $(10,174) $(783) $235,177 

 

See accompanying notes to consolidated financial statements.

 

F-9
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GENIE ENERGY LTD.
CONSOLIDATED STATEMENTS OF EQUITY (in thousands) — (Continued)

 

Genie Energy Ltd. Stockholders

 
                                  

Accumulated

                 
  

Preferred

  

Class A

  

Class B

  

Additional

      

Other

          

Receivable for

     
  

Stock

  

Common Stock

  

Common Stock

  

Paid-In

  

Treasury

  

Comprehensive

  

Retained

  

Noncontrolling

  

Issuance of

  

Total

 
  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Stock

  

Income

  

Earnings

  

Interests

  

Equity

  

Equity

 

BALANCE AT DECEMBER 31, 2024 (As Restated)

 $—  $—  $1,574  $16  $29,310  $293  $159,192  $(37,486) $3,919  $120,200  $(10,174) $(783) $235,177 

Dividends on common stock ($0.30 per share)

  —   —   —   —   —   —   —   —   —   (8,023)  —   —   (8,023)

Stock-based compensation

  —   —   —   —   26   —   2,535   —   —   —   —   —   2,535 

Restricted Class B common stock purchased from employees

  —   —   —   —   —   —   —   (2,125)  —   —   —   —   (2,125)

Repurchase of Class B common stock from stock repurchase program

  —   —   —   —   —   —   —   (8,663)  —   —   —   —   (8,663)

Acquisition of noncontrolling interest of subsidiaries

  —   —   —   —   —   —   (4,014)  —   —   —   4,014   —   — 

Restricted Class B common stock issued to a member of the Board of Directors

  —   —   —   —   3   —   50   —   —   —   —   —   50 

Dilution of noncontrolling interest in a subsidiary

  —   —   —   —   —   —   —   —   —   —   (361)  361   — 

Other comprehensive loss

  —   —   —   —   —   —   —   —   1,002   —   778   —   1,780 

Net income for the year ended December 31, 2025

  —   —   —   —   —   —   —   —   —   24,006   (291)  —   23,715 

BALANCE AT DECEMBER 31, 2025

 $—  $—  $1,574  $16  $29,339  $293  $157,763  $(48,274) $4,921  $136,183  $(6,034) $(422) $244,446 

 

See accompanying notes to consolidated financial statements.

 

F-10
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GENIE ENERGY LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

  

Year ended December 31,

 

(in thousands)

 

2025

  

2024

  

2023

 
       (As restated)   (As restated) 

OPERATING ACTIVITIES

            

Net income

 $23,715  $35,216  $52,983 

Net income (loss) from discontinued operations, net of tax

  (4,164)  (2,907)  6,409 

Net income from continuing operations

  27,879   38,123   46,574 

Adjustments to reconcile net income to net cash provided by operating activities:

            

Depreciation and amortization

  1,005   884   463 

Deferred income taxes

  3,314   (1,203)  1,380 

Provision for credit losses

  2,011   2,359   2,362 

Stock-based compensation

  2,535   2,392   2,829 

Inventory valuation allowance

  1,254   417   1,148 

Impairment of assets

  1,642   185   — 

Unrealized (gain) loss on marketable equity securities and investments and others

  (1,598)  (766)  (23)

Charitable donation of Class B common stock

  —   —   1,006 

Change in assets and liabilities, net of effect of acquisition:

            

Trade accounts receivable

  (10,215)  (2,214)  (9,137)

Inventory

  3,004   917   (8,714)

Prepaid expenses

  (1,329)  5,326   (6,089)

Other current assets and other assets

  (399)  (1,784)  448 

Trade accounts payable, accrued expenses and other current liabilities

  16,968   3,100   22,986 

Due to IDT Corporation

  (23)  (10)  (20)

Income taxes payable

  (1,987)  12,535   (4,275)

Net cash provided by operating activities of continuing operations

  44,061   60,261   50,938 

Net cash provided by operating activities of discontinued operations

  2,274   10,481   11,540 

Net cash provided by operating activities

  46,335   70,742   62,478 

INVESTING ACTIVITIES

            

Capital expenditures

  (8,174)  (6,696)  (1,363)

Purchase of marketable equity securities and other investments

  (6,167)  (6,142)  (11,019)

Purchase and improvement of investment property, net of noncontrolling interest portion paid by Howard Jonas

  (1,890)  (1,237)  — 

Proceeds from sale of marketable equity securities and other investments

  1,204   582   10,042 

Purchase of equity of subsidiary

  (319)  (1,200)  — 

Purchase of solar system facilities

  —   (1,344)  (7,665)

Net cash used in investing activities of continuing operations

  (15,346)  (16,037)  (10,005)

Net cash provided by investing activities of discontinued operations

  —   —   23,645 

Net cash (used in) provided by investing activities

  (15,346)  (16,037)  13,640 

FINANCING ACTIVITIES

            

Dividends paid

  (8,023)  (8,210)  (8,874)

Repurchases of Class B common stock

  (8,663)  (10,443)  (37)

Repurchases of Class B common stock from employees in connection with vesting of restricted shares

  (2,125)  (2,168)  (1,571)

Repurchases of Class B common stock from employees in connection with exercise of stock options

  —   (1,446)  (1,310)

Payment of term loan

  (333)  —   — 

Repurchase of Class B common stock from Genie Foundation

  —   (768)  — 

Proceeds from term loan, net

  —   7,285   — 

Proceeds from exercise of warrants

  —   —   5,001 

Redemption of preferred stock

  —   —   (8,359)

Net cash used in financing activities of continuing operations

  (19,144)  (15,750)  (15,150)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

  (51)  7   (67)

Net increase in cash, cash equivalents and restricted cash

  11,794   38,962   60,901 

Cash, cash equivalents and restricted cash (excluding discontinued operations) at beginning of year

  200,644   162,996   104,578 

Cash, cash equivalents and restricted cash (including discontinued operations) at end of year

  212,438   201,958   165,479 

Less: Cash of discontinued operations at end of year

  (986)  (1,314)  (2,483)

Cash and cash equivalents and restricted cash (excluding discontinued operations) at end of year

 $211,452  $200,644  $162,996 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

            

Cash payments made for interest

 $578  $98  $93 

Cash payments made for income taxes

 $6,995  $4,415  $20,445 

 

See accompanying notes to consolidated financial statements.

 

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Table of Contents

 

GENIE ENERGY LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 1 — Restatement of Previously Issued Financial Statements

 

On March 9, 2026, management and the Audit Committee of the Board of Directors of Genie Energy Ltd. (the “Company”) concluded that the Company’s previously issued consolidated financial statements for the years ended December 31, 2024 and December 31, 2023 contained in the Company’s Annual Report on Form 10-K, and the Company’s previously issued unaudited condensed consolidated financial statements included in the Company's Quarterly Reports on Form 10-Q for each of the quarterly and year-to-date periods within 2024 as well as the quarterly and year-to-date periods ended March 31, 2025, June 30, 2025 and September 30, 2025 (collectively, the “Prior Periods”), should no longer be relied upon and require restatement (the “Restatement”) because of errors related to the accounting for the liability associated with the Company's captive insurance subsidiary recorded in the Prior Periods that resulted in material misstatements of cash and cash equivalents, restricted cash—short-term and long-term, deferred income tax assets, net, income tax payable and current and noncurrent captive insurance liabilities on the consolidated balance sheets, and provision for captive insurance liability and provision for income taxes on the consolidated statements of operations, included in the financial statements for the Prior Periods. The Company's consolidated statements of equity and cash flows for the Prior Periods are also restated to reflect the adjustments in the consolidated balance sheets and consolidated statements of operations.

 

The Company accrued captive insurance liability of $33.6 million and $$45.1 million for the years ended December 31, 2024 and 2023, respectively. Upon re-evaluation, management has determined that, as of December 31, 2024 and 2023, the likelihood of an unfavorable outcome for these liabilities was not probable under Accounting Standard Council ("ASC") 450—Contingencies, and therefore recognition of the accruals was not appropriate. The Company adjusted the captive insurance liabilities and the related impact on the income tax provisions and liabilities. The impact in the provision for income tax includes penalties and interest related to the Restatement. The Company also adjusted the restriction on its cash and cash equivalents previously allocated to the captive insurance subsidiary.

 

The following table summarizes the effect of the errors on the specific line items in the Company’s previously reported consolidated balance sheets as of December 31, 2024:

 

  

December 31,

 

(in thousands)

 

2024

  

2024

  

2024

 
  

(As Reported)

  

(Adjustments)

  

(As Restated)

 
             

Cash and cash equivalents

 $104,456  $88,373  $192,829 

Restricted cash—short-term

  26,608   (18,793)  7,815 

Total current assets

  227,447   69,580   297,027 

Restricted cash—long-term

  69,580   (69,580)  — 

Deferred income tax assets, net

  7,055   (1,432)  5,623 

Total assets

  371,275   (1,432)  369,843 
             

Income taxes payable

  9,196   21,642   30,838 

Current captive insurance liability

  9,120   (9,120)  — 

Total current liabilities

  109,812   12,522   122,334 

Noncurrent captive insurance liability

  69,580   (69,580)  — 

Total liabilities

  191,724   (57,058)  134,666 
             

Retained earnings

  64,574   55,626   120,200 

Total Genie Energy Ltd. stockholders’ equity

  190,508   55,626   246,134 

Total equity

  179,551   55,626   235,177 

Total liabilities and equity

  371,275   (1,432)  369,843 

 

The following table summarizes the effect of the errors on the specific line items in the Company’s previously reported consolidated statements of operations for the year ended  December 31, 2024 and 2023:

 

  

Year ended December 31,

  

Year ended December 31,

 

(in thousands, except per share data)

 

2024

  

2024

  

2024

  

2023

  

2023

  

2023

 
  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

 
                         

Provision for captive insurance liability

 $33,612  $(33,612) $—  $45,088  $(45,088) $— 

Income from operations

  11,290   33,612   44,902   10,009   45,088   55,097 

Income before income taxes

  19,869   33,612   53,481   18,108   45,088   63,196 

Provision for income taxes

  4,667   10,691   15,358   4,239   12,383   16,622 

Net income from continuing operations

  15,202   22,921   38,123   13,869   32,705   46,574 

Net income

  12,295   22,921   35,216   20,278   32,705   52,983 

Net income attributable to Genie Energy Ltd.

  12,588   22,921   35,509   19,538   32,705   52,243 

Net income attributable to Genie Energy Ltd. common stockholders

  12,588   22,921   35,509   19,205   32,705   51,910 
                         

Income from continuing operations attributable to Genie Energy Ltd. common stockholders

  15,495   22,921   38,416   12,796   32,705   45,501 
                         

Basic earnings per share from continuing operations attributable to Genie Energy Ltd. common stockholders

  0.58   0.86   1.44   0.50   1.28   1.78 

Basic earnings per share attributable to Genie Energy Ltd. common stockholders

  0.47   0.86   1.33   0.75   1.28   2.03 

Diluted earnings per share from continuing operations attributable to Genie Energy Ltd. common stockholders

  0.57   0.85   1.42   0.49   1.25   1.74 

Diluted earnings per share attributable to Genie Energy Ltd. common stockholders

  0.46   0.85   1.31   0.74   1.25   1.99 

 

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Table of Contents
 

The following table summarizes the effect of the errors on the specific line items in the Company’s previously reported statements of equity for the years ended December 31, 2024 and 2023:

 

  

For the year ended December 31,

  

For the year ended December 31,

 

(in thousands)

 

2024

  

2024

  

2024

  

2023

  

2023

  

2023

 
  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

 
                         

Retained earnings beginning balance

 $60,196  $32,705  $92,901  $49,010  $—  $49,010 

Net income attributable to Genie Energy Ltd.

  12,588   22,921   35,509   19,538   32,705   52,243 

Retained earnings ending balance

  64,574   55,626   120,200   60,196   32,705   92,901 

Total equity

  179,551   55,626   235,177   184,508   32,705   217,213 
                         

 

While the Restatement affects individual line items in the buildup of the cash flows from operating activities in the consolidated statements of cash flows of the Prior Periods, there is no impact in the net cash flows from operating, investing and financing activities.

 

The following table summarizes the effect of the errors on the specific line items in the Company’s previously reported statements of cash flows for the years ended December 31, 2024 and 2023:

 

  

For the year ended December 31,

  

For the year ended December 31,

 

(in thousands)

 

2024

  

2024

  

2024

  

2023

  

2023

  

2023

 
  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

 
                         

Net income

 $12,295  $22,921  $35,216  $20,278  $32,705  $52,983 

Adjustments to reconcile net income to net cash provided by operating activities:

                        

Provision for captive insurance liability

  33,612   (33,612)  —   45,088   (45,088)  — 

Deferred income taxes

  (1,855)  652   (1,203)  599   781   1,380 

Changes in income tax payable

  2,496   10,039   12,535   (15,877)  11,602   (4,275)

 

The related notes to the consolidated financial statements related to the affected accounts have also been restated to reflect the adjustments above.

 

The Company also provided relevant restated unaudited condensed consolidated financial information for the quarterly and year to date period ended September 30, 2025, June 30, 2025, March 31, 2025, September 30, 2024, June 30, 2024 and March 31, 2024 that was included in the Company's Quarterly Reports on Form 10-Q for the applicable periods. See Note 21 – Quarterly Financial Data (Unaudited), for the details of the impact of the Restatement to prior quarters and year-to-date periods.

 

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Note 2 — Description of Business and Summary of Significant Accounting Policies 

 

Description of Business

 

Genie Energy Ltd. (“Genie”), a Delaware corporation, was incorporated in January 2011. Genie owns 100% of Genie Retail Energy (“GRE”), and varied interests in entities within the Genie Renewables ("GREW") segment. 

 

GRE, owns and operates retail energy providers (“REPs”), including IDT Energy, Inc. (“IDT Energy”), Residents Energy, LLC (“Residents Energy”), Town Square Energy, LLC and Town Square Energy East, LLC (collectivity, “TSE”), Southern Federal Power LLC ("Southern Power"), Mirabito Natural Gas (“Mirabito”) and Evergreen Gas & Electric (“Evergreen”). GRE's REPs' businesses resell electricity and natural gas to residential and small business customers primarily in the Eastern and Midwestern United States and Texas.  

 

GREW consists of a 95.5% interest in Genie Solar, an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects, a 93.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complementary of its energy offerings, a 91.5% interest in Diversegy, an energy procurement advisor for industrial, commercial and municipal customers and a 72.2% interest in Roded Recycling ("Roded"), a producer of high-grade plastic pallets from recycled materials.

 

One Big Beautiful Bill Act

 

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted into law. The law accelerates the expiration of the federal investment tax credit on solar projects, effective for projects going online after December 31, 2027. In light of this new law, the Company evaluated the financial viability of all its solar projects and its qualification for the federal solar investment tax credits. The Company identified several projects that will be discontinued and assessed the values of the related assets at the lower of fair values less cost to sell and net book value. The Company also identified several assets, including definite life intangibles and solar panel inventories and assessed the carrying values for impairment.

 

One-Time Tax Credit

 

In the first quarter of 2023, the Company received $3.1 million in respect of a one- time tax credit related to payroll taxes incurred in prior years, which the Company recognized as a gain included in other income (expense), net in the accompanying consolidated statements of operations for 2023.

 

Discontinued operations in Finland and Sweden

 

Prior to the third quarter of 2022, the Company had a third segment, Genie Retail Energy International, or GRE International, which supplied electricity to residential and small business customers in Scandinavia. However, as a result of volatility in the energy market in Europe, in the third quarter of 2022, the Company decided to discontinue the operations of Lumo Energia Oyj ("Lumo Finland") and Lumo Energi AB ("Lumo Sweden"). 

 

The Company determined that the discontinuation of the operations of Lumo Finland and Lumo Sweden represented a strategic shift that would have a major effect on the Company's operations and financial statements. The Company accounts for these businesses as discontinued operations, and accordingly, presents the results of operations and related cash flows as discontinued operations. The results of operations and related cash flows are presented as discontinued operations for all periods. Any remaining assets and liabilities of the discontinued operations are presented separately and reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of December 31, 2025 and 2024. Lumo Sweden are continuing to liquidate their remaining receivables and settle any remaining liabilities.

 

In November 2022, Lumo Finland declared bankruptcy and the administration of Lumo Finland was transferred to an administrator (the "Lumo Administrator"). All assets and liabilities of Lumo Finland remain with Lumo Finland, in which Genie retains its ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrator. Since the Company lost control of the management of Lumo Finland in favor of the Lumo Administrator, the accounts of Lumo Finland were deconsolidated effective November 9, 2022.

 

Following the discontinuance of operations of Lumo Finland and Lumo Sweden, GRE International ceased to be a separate segment and the remaining assets and liabilities and results of continuing operations of GRE International were combined with corporate.

 

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Discontinued Operations in United Kingdom

 

In  October 2021, as part of the orderly exit process from the U. K. market, Orbit Energy Limited ("Orbit"),  a subsidiary of the Company that used to operate in United Kingdom and Shell U.K. Limited ("Shell") agreed to terminate the exclusive supply contract between them. As part of the termination agreement, Orbit was required to unwind all physical forward hedges with Shell which resulted in net cash proceeds after settlement of all related liabilities with Shell.

 

Following the termination of the contract with Shell, Orbit filed a petition with the High Court of Justice Business and Property of England and Wales (the “Court”) to declare Orbit insolvent based on the Insolvency Act of 1986. On  November 29, 2021, the Court declared Orbit insolvent, revoked Orbit's license to supply electricity and natural gas in the United Kingdom, ordered the current customers to be transferred to “supplier of last resort” and transferred the administration of Orbit to an administrator (the "Orbit Administrator") effective December 1, 2021. 

 

The Company determined that the discontinued operations of Orbit represented a strategic shift that would have a major effect on the Company's operations and financial statements. Since the appointment of the Orbit Administrator, the Company has accounted for these businesses as discontinued operations and accordingly, has presented the results of operations and related cash flows as discontinued operations. Since the Company lost control of the management of Orbit in favor of the Orbit Administrator, the accounts of Orbit were deconsolidated effective December 1, 2021. 

 

On November 21, 2023, the Court issued an order to cease the administration and revert the control of Orbit from the Orbit Administrator to the Company effective November 28, 2023. Following the Company regaining control of the management of Orbit, the accounts of Orbit are consolidated effective November 28, 2023.

 

Seasonality and Weather; Climate Change and Volatility in Pricing

 

The weather and the seasons, among other things, affect GRE’s revenues. Weather conditions have a significant impact on the demand for natural gas used for heating and electricity used for heating and cooling. Typically, colder winters increase demand for natural gas and electricity, and hotter summers increase demand for electricity. Milder winters or summers have the opposite effect. Unseasonal temperatures in other periods may also impact demand levels. Natural gas revenues typically increase in the first quarter due to increased heating demands and electricity revenues typically increase in the third quarter due to increased air conditioning use. Approximately 43.3%, 43.0% and 48.1% of GRE’s natural gas revenues for the relevant years were generated in the first quarters of 2025, 2024 and 2023, respectively, when demand for heating was highest. Although the demand for electricity is not as seasonal as natural gas (due, in part, to usage of electricity for both heating and cooling), approximately 30.7%, 28.7% and 32.5% of GRE’s electricity revenues were generated in the third quarters of 2025, 2024 and 2023, respectively. GRE’s REPs’ revenues and operating income are subject to material seasonal variations, and the interim financial results are not necessarily indicative of the estimated financial results for the full year.  In addition, extraordinary weather has and can lead to extreme spikes in the prices of wholesale electricity and natural gas in markets where GRE and other retail providers purchase their supply, or in challenges to the grid or supply markets in affected areas. Such events could have material impacts on our margins and operations.

 

In addition to the direct physical impact that climate change may have on the Company's business, financial condition and results of operations because of the effect on pricing, demand for our offerings and/or the energy supply markets, we may also be adversely impacted by other environmental factors, including: (i) technological advances designed to promote energy efficiency and limit environmental impact; (ii) increased competition from alternative energy sources; (iii) regulatory responses aimed at decreasing greenhouse gas emissions; and (iv) litigation or regulatory actions that address the environmental impact of our energy products and services.

 

Basis of Consolidation

 

The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also includes the identification of any variable interests in which the Company is the primary beneficiary. The consolidated financial statements include the Company’s controlled subsidiaries and the variable interest entity in which the Company is the primary beneficiary (see Note 16). All significant intercompany accounts and transactions between the consolidated entities are eliminated. 

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Use of Estimates 

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates affecting amounts reported or disclosed in the consolidated financial statements include revenues, marketable equity securities and other investments, accounts receivables, allowances for credit losses, net realizable value of inventories, valuation of intangible assets, depreciation and amortization periods for long-lived assets,  valuation allowances recorded against deferred tax assets, the valuation of stock-based compensation, valuation of derivative instruments and loss contingencies. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the current circumstances. Actual results may differ from those estimates. 

 

Revenue Recognition

 

Revenues from the Sale of Electricity and Natural Gas

 

Revenue from the single performance obligation to deliver a unit of electricity and/or natural gas is recognized as the customer simultaneously receives and consumes the benefit. Variable quantities in requirements contracts are considered to be options for additional goods and services because the customer has a current contractual right to choose the amount of additional distinct goods to purchase. GRE records unbilled revenues for the estimated amount customers will be billed for services rendered from the time meters were last read to the end of the respective accounting period. The unbilled revenue is estimated each month based on available per day usage data, the number of unbilled days in the period and historical trends.

 

Incumbent utility companies in most of the service territories in which GRE's REPs operate offer purchase of receivables, or POR, and GRE’s REPs participate in POR programs for a majority of their receivables. The Company estimates variable consideration related to its rebate programs using the expected value method and a portfolio approach. The Company’s estimates related to rebate programs are based on the terms of the rebate program, the customer’s historical electricity and natural gas consumption, the customer’s rate plan, and a churn factor. Taxes that are imposed on the Company’s sales and collected from customers are excluded from the transaction price.

 

The Company recognizes the incremental costs of obtaining a contract with a customer as an asset if it expects the benefit of those costs to be longer than one year. The Company determined that certain sales commissions to acquire customers meet the requirements to be capitalized. For GRE, the Company applies a practical expedient to expense costs as incurred for sales commissions to acquire customers as the period would have been one year or less. 

 

F- 16
Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Revenues from Sales of Solar Panels

 

Revenues from sales of solar panels are recognized at a point in time following the transfer of control of the solar panels to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For sales contracts that contain multiple performance obligations, such as the shipment or delivery of solar modules, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognizes the related revenue as control of each individual product is transferred to the customer, in satisfaction of the corresponding performance obligations. 

 

Revenues from Solar Projects

 

Genie Solar enters into contracts to identify, develop, and operate solar generation sites to provide solar electricity to customers. Obligations under solar project contracts consist of a series of tasks and components and accordingly are accounted for as multiple performance obligations. Because the Company’s performance creates and enhances assets that are controlled by and specific to customers, the Company recognizes construction services revenue over time. Revenue for these performance obligations is recognized using the input method based on the cost incurred as a percentage of total estimated contract costs. Due to the significance of the costs associated with solar panels to the total project, our judgment on when such costs should be included in the measure of progress has a material impact on revenue recognition. Contract costs include all direct material and labor costs related to contract performance.

 

Energy generation revenue is earned from both the sale of electricity generated from operating solar projects and the sale of Solar Energy Credits ("SRECs") which are included in the Other Revenues in the consolidated statement of operations.

 

Revenue from energy generation is recognized when the Company satisfies the performance obligation, which occurs at the time of the delivery of electricity at the contractual rates.

 

The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it owns. There are no direct costs allocated to SRECs upon generation. The Company typically sells SRECs to different customers from those purchasing the energy. The sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer.

 

Revenues from sales of solar panels and solar panel projects are included under the Other Revenues in the consolidated statements of operations. 

 

Others

 

Revenues from commissions from selling third-party products to customers, entry and other fees from the energy procurement advisory are recognized at the time the performance obligation is met. The Company's contracts with customers for commission revenue contain a single performance obligation and are satisfied at a point in time.

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

The following table shows the Company’s revenues disaggregated by pricing plans offered to customers: 

 

  

Electricity

  

Natural Gas

  

Other

  

Total

 
  

(in thousands)

 

For the year ended December 31, 2025

                

Fixed rate

 $238,064  $16,141  $—  $254,205 

Variable rate

  174,718   49,526   —   224,244 

Other

  —   —   23,522   23,522 

Total

 $412,782  $65,667  $23,522  $501,971 
                 

For the year ended December 31, 2024

                

Fixed rate

 $205,980  $19,021  $—  $225,001 

Variable rate

  144,534   33,080   —   177,614 

Other

  —   —   22,587   22,587 

Total

 $350,514  $52,101  $22,587  $425,202 
                 

For the year ended December 31, 2023

                

Fixed rate

 $203,039  $17,433  $—  $220,472 

Variable rate

  147,740   38,555   —   186,295 

Other

  —   —   21,941   21,941 

Total

 $350,779  $55,988  $21,941  $428,708 

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

The following table shows the Company’s revenues disaggregated by non-commercial and commercial channels:

 

  

Electricity

  

Natural Gas

  

Other

  

Total

 
  

(in thousands)

 

For the year ended December 31, 2025

                

Non-Commercial Channel

 $346,990  $50,862  $—  $397,852 

Commercial Channel

  65,792   14,805   —   80,597 

Other

  —   —   23,522   23,522 

Total

 $412,782  $65,667  $23,522  $501,971 
                 

For the year ended December 31, 2024

                

Non-Commercial Channel

 $318,541  $36,452  $—  $354,993 

Commercial Channel

  31,973   15,649   —   47,622 

Other

  —   —   22,587   22,587 

Total

 $350,514  $52,101  $22,587  $425,202 
                 

For the year ended December 31, 2023

                

Non-Commercial Channel

 $289,774  $37,942  $—  $327,716 

Commercial Channel

  61,005   18,046   —   79,051 

Other

  —   —   21,941   21,941 

Total

 $350,779  $55,988  $21,941  $428,708 

 

Contract Liabilities

 

Certain revenue generating contracts at GREW include provisions that require advance payment from customers. These advance payments are recognized as revenue as the Company satisfies the performance obligations to the other party. A portion of the transaction price allocated to the performance obligations to be satisfied in future periods is recognized as a contract liability, which is expected to be satisfied in the next twelve months. Contract liabilities are included in other current liabilities account in the consolidated balance sheet.

 

The table below reconciles the change in the carrying amount of contract liabilities:

 

  

Year Ended December 31,

     
  

2025

  

2024

 
  

(in thousands)

 

Contract liability, beginning

 $3,973  $5,582 

Recognition of revenue included in the beginning of the year contract liability

  (3,403)  (4,804)

Additions during the period, net of revenue recognized during the period

  7,237   3,195 

Contract liability, end

 $7,807  $3,973 

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Cash, Cash Equivalents and Restricted Cash

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

 

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet that equals the total of the same amounts reported in the consolidated statement of cash flows:

 

  

December 31,

 
  

2025

  

2024

  

2023

 
       (As Restated)   (As Restated) 
  

(in thousands)

 

Cash and cash equivalents

 $203,516  $192,829  $159,039 

Restricted cash—short-term

  7,936   7,815   3,957 

Total cash, cash equivalents, and restricted cash

 $211,452  $200,644  $162,996 

 

Restricted cash—short-term includes amounts set aside in accordance with the Amended and Restated Preferred Supplier Agreement with BP Energy Company (“BP”) (see Note 18), Credit Agreement with JPMorgan Chase (see Note 12) and Term Loan Agreement with National Cooperative Bank, N.A. ("NCB") (see Note 12).

 

Included in the cash and cash equivalents as of  December 31, 2025 and 2024 is cash received from Lumo Sweden (see Note 3).

 

Restatement in the balance of cash and cash equivalents and restricted cash—short-term relate to the unwinding of the Company's accounting for its captive insurance subsidiary as discussed in Note 1 — Restatement of Previously Issued Financial Statements.

 

Marketable Equity Securities and Other Investments  

 

Marketable equity securities that are traded in the public market are carried at fair value using the quoted price at the end of each reporting period. Changes in the fair value are recorded as unrealized gains or losses on investments in the consolidated statements of operations. 

 

Investments in businesses that the Company does not control, but over which the Company has the ability to exercise significant influence regarding operating and financial matters, are accounted for using the equity method. The Company periodically evaluates its equity method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded, and a new basis in the investment is established.

 

For equity securities without readily determinable fair values, the Company elected to measures the investments using net assets value, as a practical expedient. These investments are valued based on the most recent available information. In determining the value of the investment, the Company considers whether adjustments to the net asset values are necessary in certain circumstances in which management is aware of material events that affect the value of the investments during the intervening period. Changes in fair value are recognized in “gain (loss) on marketable equity securities and investments,” on the consolidated statements of operations.

 

For equity securities that do not have a readily determinable fair value and do not report net asset value. These investments are accounted for using a measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments. Observable price changes result from, among other things, equity transactions for the same issuer executed during the reporting period, including subsequent equity offerings or other reported equity transactions related to the same issuer.

 

Investment property is recorded at cost and adjusted for any impairment. The investment property is included in noncurrent assets of the consolidated balance sheets.

 

Equity Method Investments

 

Investments in businesses that the Company does not control, but in which the Company has the ability to exercise significant influence over operating and financial matters, are accounted for using the equity method. The Company periodically evaluates its equity method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded, and a new basis in the investment is established.

 

Trade Accounts Receivable, Net

 

Trade accounts receivable, net is reported in the balance sheet as gross outstanding amounts adjusted for allowance for credit losses.

 

The Company evaluates the collectability of its trade receivables in accordance with ASC 326—Credit Losses. The Company measures expected credit losses on a collective pool basis, based on the type of customers, commodity sold, region or state, and payment history. The allowance for credit losses is based on a combination of historical collection experience, aging of receivables, customer credit risk characteristics and reasonable forecasts of future macroeconomic conditions. The Company regularly monitors delinquency trends, collection experience, and other credit quality indicators relevant to each receivable pool. Management adjusts the historical loss experience with current conditions and reasonable forecasts to estimate the expected credit losses. Credit losses are recognized in the consolidated statement of operations.

 

GRE’s REPs reduce their customer credit risk by participating in purchase of receivables, or POR programs for a majority of their receivables. In addition to providing billing and collection services, utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. GRE’s REPs’ primary credit risk in these jurisdictions is therefore nonpayment by the utility companies. At  December 31, 2025 and 2024, $35.3 million and  $30.5 million of GRE’s net accounts receivable were under POR programs, respectively. In the years ended  December 31, 2025, 2024 and 2023, the associated cost of the POR program was $5.3 million,  $4.1 million, $3.6 million, respectively. 

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Inventories

 

Inventory consists of natural gas, renewable energy credits and solar panels.

 

Natural Gas

 

Natural gas inventory is stored at various third parties’ underground storage facilities and is stated at lower of cost or net realizable value. The Company’s natural gas inventory was valued at weighted average cost, which was based on the purchase price of the natural gas and the cost to transport, plus or minus injections or withdrawals.

 

Renewable Energy Credits

 

GRE must obtain a certain percentage or amount of its power supply from renewable energy sources in order to meet the requirements of renewable portfolio standards in the states in which it operates. This requirement may be met by obtaining renewable energy credits that provide evidence that electricity has been generated by a qualifying renewable facility or resource. GRE holds renewable energy credits for both sale and use, and treats the credits as a government incentive to encourage the construction of renewable power plants. Renewable energy credits are valued at the lower of cost and net realizable value. Gains and losses from the sale of renewable energy credits are recognized in cost of revenues when the credits are transferred to the buyer.

 

Solar Panels

 

Inventories related to solar panels are stated at the lower of cost or net realizable value. The cost is determined using the first-in, first-out basis and includes both the costs of acquisition and the costs of manufacturing. These costs include direct material, direct labor, and indirect manufacturing costs.

 

The Company regularly reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. The Company also regularly evaluates the quantities and values of inventories, in light of current market conditions and trends, among other factors and records write-downs for any quantities in excess of demand or for any obsolescence. This evaluation considers the use of modules in the systems business, expected demand, anticipated sales prices, strategic raw material requirements, new product development schedules, the effect new products might have on the sale of existing products, product obsolescence, product merchantability, and other factors. Market conditions are subject to change, and actual consumption of our inventory could differ from forecasted demand.

 

Inventories consisted of the following:

 

  

December 31,

 
  

2025

  

2024

 
  

(in thousands)

 

Natural gas

 $2,216  $1,333 

Renewable credits

  8,710   10,800 

Solar panels

  1,444   55 

Total inventories

 $12,370  $12,188 

 

In the years ended  December 31, 2025, 2024 and 2023, the Company recorded an inventory valuation reserve of $1.3 million, $0.4 million and $1.1 million to the cost of revenues to write down the carrying value of solar panel inventories to the estimated net realizable value. In 2025, solar panels with a gross carrying value of $2.7 million and $0.4 million were transferred to inventories from prepaid expenses and construction in progress, respectively.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Long-lived Assets

 

Property, plant and equipment—net is stated at historical cost less accumulated depreciation and any impairment. The Company provides for depreciation using a straight-line method over estimated useful life of the assets. Any leasehold improvements are amortized over the lesser of the lease term or the useful life. The cost of major additions and improvements are capitalized, while maintenance and repair costs that do not improve or extend the lives of the respective assets are charged to operations as incurred.  

 

Asset retirement obligations consist of the Company's contractual liability for the removal and disposal cost of its solar array systems. These liabilities are recorded at their fair values (which are the present values of the estimated future cash outflows) in the period in which they are incurred, with an accompanying addition to the recorded cost of the long-lived asset. The asset retirement obligation is accreted each year through a charge to expense. The amounts added to the carrying amounts of the solar array system will be depreciated over the useful lives of the assets.

 

The estimated useful life of property plant and equipment as follows:

 

  

Years

 

Machinery and equipment

  7 —10 

Solar array system

  14 —30 

Computer software and development

  2 —5 

Computers and computer hardware

  2 —5 

Office equipment and other

  4 —27 

 

The fair value of patents and trademarks, non-compete agreements and customer relationships acquired in a business combination accounted for under the purchase method are amortized over their estimated useful lives as follows: patents and trademarks are amortized on a straight-line basis over a 10 to 20-year period and licenses are amortized on a straight-line basis over a 10-year period.

 

The Company tests the recoverability of its long-lived assets with finite useful lives whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company tests the recoverability based on the projected undiscounted cash flows to be derived from such asset. If the projected undiscounted future cash flows are less than the carrying value of the asset, the Company will record an impairment loss based on the excess of carrying value over fair value of the assets. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such asset using an appropriate discount rate. Cash flow projections and fair value estimates require significant estimates and assumptions by management. Should the estimates and assumptions prove to be incorrect, the Company may be required to record impairments in future periods and such impairments could be material. 

 

Acquisitions

 

Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. Any purchase price in excess of these net assets is recorded as goodwill. The allocation of purchase price in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date.  

 

For each acquisition, the Company undertakes a detailed review to identify other intangibles assets and a valuation is performed for all such identified assets. The Company uses several market participant measures to determine estimated value. This approach includes consideration of similar recent transactions, as well as utilizing discounted expected cash flow methodologies. A substantial portion of the intangible asset value that the Company acquired is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, non-compete agreements, trademarks, patents as well as licenses. If the actual results differ from the estimates, the amount recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expenses of finite-lived intangible assets.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Goodwill and Indefinite Lived Intangible Assets

 

Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. Goodwill and other indefinite-lived intangible assets are not amortized. These assets are reviewed annually (or more frequently under various conditions) for impairment using a fair value approach.

 

The Company has two reportable segments with four underlying reporting units: GRE and GREW, which is comprised of Genie Solar, CityCom, Diversegy and Roded.

 

The fair value of each reporting unit is estimated using discounted cash flow methodologies, as well as considering third party market value indicators. Calculating the fair value of the reporting units requires significant estimates and assumptions by management. Should the estimates and assumptions regarding the fair value of the reporting units prove to be incorrect, the Company may be required to record impairments to its goodwill in future periods and such impairments could be material.  

 

The Company performs its annual goodwill impairment test as of October 1. In reviewing goodwill for impairment, the Company has the option, for any or all of its reporting units that carry goodwill — to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, the Company is then required to perform the quantitative impairment test, otherwise no further analysis is required. The Company also may elect not to perform the qualitative assessment and, instead, proceed directly to quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether the Company chooses to perform the qualitative assessment or proceeds directly to the quantitative impairment test. 

 

The determination of the fair value of our reporting units is based on an income approach that utilizes discounted cash flows for each reporting unit and other Level 3 inputs as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurements and Disclosure. Under the income approach, we determine fair value based on the present value of the most recent cash flow projections for the reporting unit as of the date of the analysis and calculate a terminal value utilizing a terminal growth rate. The significant assumptions under this approach include, among others: income projections, which are dependent on future sales, new customers, customer behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as the expectations of future performance and the expected future economic environment, which are partly based upon our historical experience. The estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on judgment of the rates that would be utilized by a hypothetical market participant.  

 

Derivative Instruments and Hedging Activities

 

The Company records its derivatives instruments at their respective fair values. The accounting for changes in the fair value (that is, gains or losses) of a derivative instrument is dependent upon whether the derivative has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship.

 

Due to the volatility of electricity and natural gas prices, GRE enters into futures contracts, swaps and put and call options as hedges against unfavorable fluctuations in market prices of electricity and natural gas and to reduce exposure from price fluctuations. The Company does not designate its derivative instruments to qualify for hedge accounting, accordingly the futures contracts, swaps and put and call options are recorded at fair value as current and noncurrent assets or liabilities and any changes in fair value are recorded in “Cost of revenues” in the consolidated statements of operations.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

In addition to the above, GRE utilizes forward physical delivery contracts for a portion of its purchases of electricity and natural gas, which are defined as commodity derivative contracts. Using the exemption available for qualifying contracts, GRE applies the normal purchase and normal sale accounting treatment to its forward physical delivery contracts, therefore these contracts are not adjusted to fair value. GRE also applies the normal purchase and normal sale accounting treatment to forward contracts for the physical delivery of electricity in nodal energy markets that result in locational marginal pricing charges or credits, since this does not constitute a net settlement, even when legal title to the electricity is conveyed to the Independent System Operator during transmission. Accordingly, GRE recognizes revenue from customer sales, and the related cost of revenues, at the contracted price, as electricity and natural gas are delivered to retail customers.

 

Shipping and Handling Fees and Costs

 

Amounts billed to customers for shipping and handling are included in revenues. Shipping, handling and freight charges included in cost of goods sold were nominal amounts for the years ended December 31, 2025 and 2024 and $0.1 million for the year ended December 31, 2023. Distribution and handling costs of $0.2 million, $0.1 million and $0.1 million were recorded in selling, general and administrative expenses for each of the years ended December 31, 2025, 2024 and 2023.

 

Foreign Currency

 

Assets and liabilities of foreign subsidiaries denominated in foreign currencies are translated to U.S. Dollars at end-of-period rates of exchange, and their monthly results of operations are translated to U.S. Dollars at the average rates of exchange for that month. Gains or losses resulting from such foreign currency translations are recorded in “Accumulated other comprehensive income” in the consolidated balance sheets. Foreign currency transaction gains and losses are reported in “Other (expense) income, net” in the consolidated statements of operations.

 

Advertising Expense

 

Cost of advertising for customer acquisitions is charged to selling, general and administrative expenses in the period in which it is incurred. In the years ended December 31, 2025, 2024 and 2023, advertising expenses included in selling, general and administrative expenses were $7.5 million, $5.9 million and $6.2 million, respectively.

 

Income Taxes

 

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change. 

 

The Company uses a two- step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return. The Company determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the Company presumes that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. Tax positions that meet the more-likely-than-not recognition threshold are measured to determine the amount of tax benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset, or an increase in a deferred tax liability.

 

The Company classifies interest and penalties on income taxes as a component of income tax expense.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Contingencies

 

The Company accrues for loss contingencies when both (a) information available prior to issuance of the financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated. When the Company accrues for loss contingencies and the reasonable estimate of the loss is within a range, the Company records its best estimate within the range. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company discloses an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may have been incurred.  

 

Earnings Per Share

 

Basic earnings per share is computed by dividing net income or loss attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock issued and outstanding during the applicable period. Diluted earnings per share is determined in the same manner as basic earnings per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options and warrants using the treasury stock method, unless the effect of such increase is anti-dilutive.

 

The weighted-average number of shares used in the calculation of basic and diluted earnings per share attributable to the Company’s common stockholders consists of the following:

 

  

Year ended December 31,

 
  

2025

  

2024

  

2023

 
  

(in thousands)

     

Basic weighted-average number of shares

 $26,277  $26,763  $25,553 

Effect of dilutive securities

            

Shares underlying stock options and warrants

  —   —   63 

Non-vested restricted Class B common stock

  258   400   446 

Diluted weighted-average number of shares

 $26,535  $27,163  $26,062 

 

There are no instruments excluded from the computation of diluted earnings per share for the year ended December 31, 2025, 2024 and 2023.

 

Stock-Based Compensation

 

The Company recognizes compensation expense for grants of stock-based awards to its employees based on the estimated fair value on the grant date. Compensation cost for awards is recognized using the straight-line method over the requisite service period, which approximates the vesting period. Stock-based compensation is included in selling, general and administrative expenses. Forfeitures of equity grants are recognized as incurred. 

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Vulnerability Due to Certain Concentrations

 

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, certificates of deposit and trade accounts receivable. The Company holds cash, cash equivalents and restricted cash at several major financial institutions, much of which exceeds FDIC insured limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with any one financial institution and monitor the credit ratings of those institutions. While the Company may be exposed to credit losses due to the nonperformance of the holders of its deposits, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows or financial condition.

 

GRE’s REPs reduce their customer credit risk by participating in POR programs. Certain of the utility companies represent significant portions of the Company’s consolidated revenues and consolidated gross trade accounts receivable balance during certain period, and such concentrations increase the Company’s risk associated with nonpayment by those utility companies. 

 

The following table summarizes the percentage of consolidated trade receivable by the customer that equaled or exceeded 10.0% of consolidated net trade receivables at December 31, 2025 and 2024 (no other single customer accounted for 10.0% or greater of our consolidated net trade receivable as of December 31, 2025 and 2024).

 

  

December 31,

 
  

2025

  

2024

 

Customer A

  na   13.2%

 

The following table summarizes the percentage of consolidated revenues from customers that equal or exceed 10.0% or greater of the Company’s consolidated revenues in the period (no other single customer accounted for more than 10.0% of consolidated revenues in these periods):

 

  

Year ended December 31,

 
  

2025

  

2024

  

2023

 

Customer A

  11.2%  20.0% 

18.5

%

 

na—less than 10.0% of consolidated revenue in the period

 

Allowance for Credit Losses

 

The Company evaluates the collectability of its trade receivables in accordance with Accounting Standards Codification ("ASC") 326—Credit Losses. The Company measures expected credit losses on a collective pool basis, based on the type of customers, commodity sold, region or state, and payment history. The allowance for credit losses is based on a combination of historical collection experience, aging of receivables, customer credit risk characteristics and reasonable forecasts of future macroeconomic conditions. The Company regularly monitors delinquency trends, collection experience, and other credit quality indicators relevant to each receivable pool. Management adjusts the historical loss experience with current conditions and reasonable forecasts to estimate the expected credit losses. Credit losses are recognized in the condensed consolidated statement of operations. The change in the allowance for doubtful accounts was as follows:

 

(in thousands)

 

Balance at beginning of period

  

Additions charged (reversals credited) to expense

  

Additions (deductions)

  

Balance at end of period

 

Year ended December 31, 2025

                

Reserves deducted from accounts receivable:

                

Allowance for credit losses

 $8,086  $2,011  $(2,221) $7,876 

Year ended December 31, 2024

                

Reserves deducted from accounts receivable:

                

Allowance for credit losses

 $6,574  $2,359  $(847) $8,086 

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Fair Value Measurements 

 

Fair value of financial and non-financial assets and liabilities is defined as an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is as follows: 

 

 

Level 1

—

quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2

—

quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

 

Level 3

—

unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value.

 

A financial asset's or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.  

 

Accounting Standards Updates

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 will require public entities to disclose on an annual basis a tabular reconciliation using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory (i.e. expected) tax further broken out by nature and/or jurisdiction. The new provisions require all entities to disclose on an annual basis the amount of income taxes paid (net of refunds received), disaggregated between federal (national), state/local and foreign, and amounts paid to an individual jurisdiction when 5% or more of the total income taxes paid. The new provisions are required to be applied on a prospective basis; retrospective application was permitted. The guidance is effective for annual periods beginning after December 15, 2024. The Company adopted this guidance in 2025 and added the required disclosures on a prospective basis in Note 13— Income Taxes. There was no other impact to our consolidated financial statement disclosures as a result of adopting this new guidance.

 

In November 2024, the FASB issued ASU 2024-03, Income Statements—Reporting Comprehensive Income—Expense Disaggregation Disclosure (“ASU 2024-03”). ASU 2024-03 require entities to disclose additional information about specific expense categories related to cost of sales and selling, general and administrative expenses in the notes to financial statements at interim and annual reporting periods. This guidance will be effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact this new guidance will have on our consolidated financial statements and related disclosures.

 

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient permitting entities to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The guidance is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual reporting periods. Early adoption is permitted. The guidance should be applied prospectively. The Company is currently evaluating the impact of adopting the guidance and believes that the adoption will not have a material impact on the consolidated financial statement disclosures.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  
 

 

Note 3 — Acquisition and Discontinued Operations

 

In December 2022, the Company, entered into an investment agreement with Roded and it then owners to acquire a 45.0% noncontrolling interest in Roded for New Israel Shekel ("NIS") 5.0 million (equivalent to $1.5 million at the date of the transaction). Roded is engaged in the business of recycling used plastic materials into usable industrial products. The Company accounts for its ownership interest in Roded using the equity method.

 

From December 2022 to April 2024, the Company contributed an aggregate of $0.4 million to Roded gradually increasing its interest to a 51.2% controlling interest on April 12, 2024. Prior to April 12, 2024, the net book value of the Company's investment in Roded was $1.3 million. After April 12, 2024, the Company has control over the activities of Roded.

 

The Company recorded minimal revenue for Roded in its consolidated statements of operations and comprehensive income for year ended  December 31, 2025 and 2024. The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company's operations.

 

The Company conducted a preliminary assessment of assets and liabilities related to the acquisition of Roded. The impact of the acquisition's purchase price allocations on the Company’s consolidated balance sheets and the acquisition date fair value of the total consideration transferred were as follows (amounts in thousands):

 

Cash and other current liabilities

 $200 

Property, plant and equipment (1 to 10-year useful life)

  573 

Goodwill

  2,660 

Liabilities

  (850)

Noncontrolling interest

  (1,243)

Net assets

 $1,340 

 

Goodwill was allocated to the GREW segment. Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. Goodwill recognized as a result of the acquisition is not deductible for income tax purposes.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Acquisition of Solar System Facilities

 

On  November 3, 2023, the Company acquired ten special-purpose entities that own and operate solar system facilities in Ohio and Michigan. The Company paid a total of $ 7.5 million, including $1.0 million held in escrow which was released in June 2024.

 

The acquisition is accounted for as asset acquisition and the Company recorded $7.7 million in total purchase price, including $0.2 million of direct transaction cost allocated to solar arrays assets included in the property and equipment account in the consolidated balance sheet with estimated useful lives of 14 to 30 years. 

 

On  November 3, 2023, the Company also signed an agreement to purchase from the sellers of the Ohio and Michigan facilities another special purpose entity that owns and operates a solar system facility in Indiana, for $1.3 million, subject to the satisfaction of certain closing conditions. In February 2024, the purchase of the solar system facility in Indiana was completed. The acquisition has been accounted for as an asset acquisition and the Company recorded $1.3 million to solar array assets included in the property and equipment account in the consolidated balance sheets with estimated useful lives of 30 years.

 

The Company recorded revenue from the solar array acquisitions of approximately $1.3 million, $1.2 million and $0.1 million in its consolidated statements of operations and comprehensive income for the years ended December 31, 2025, 2024 and 2023, respectively. The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company's operations.

 

The acquired assets are allocated to the GREW segment.

 

Lumo Finland and Lumo Sweden Operations

 

As a result of the sustained volatility in the energy markets in Europe, in the third quarter 2022, the Company decided to discontinue the operations of Lumo Finland and Lumo Sweden. From July 13, 2022 to July 19, 2022, the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden. The sale was settled monthly based on the monthly commodity volume specified in the instruments from September 2022 to March 2025. 

 

The Company determined that the discontinued operations of Lumo Finland and Lumo Sweden represented a strategic shift that will have a major effect on the Company's operations and financial statements and accordingly, the results of operations and related cash flows are presented as discontinued operations for all periods presented. The assets and liabilities of the discontinued operations have been presented separately and reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of December 31, 2025 and 2024. Lumo Finland and Lumo Sweden are continuing to liquidate their remaining receivables and settle any remaining liabilities.

 

On  November 7, 2022, Lumo Finland declared bankruptcy and the administration of Lumo Finland was transferred to the Lumo Administrator. All assets and liabilities of Lumo Finland remain with Lumo Finland, in which Genie retains its equity ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrator. Since the Company lost control of the management of Lumo Finland in favor of the Lumo Administrator, the accounts of Lumo Finland were deconsolidated effect November 9, 2022.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

On November 8, 2023, the Lumo Administrator, acting on behalf of the Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, a wholly owned subsidiary of the Company and the parent company of Lumo Finland, its directors, officers and affiliates, in which it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $41.3 million as of  December 31, 2025) belongs to the Bankruptcy Estate. The Bankruptcy Estate filed an additional claim with the District Court on May 27, 2024 against Lumo Sweden for €4.8 million (equivalent to $5.6 million as of  December 31, 2025), also alleging that the gain from the sale of the swap instruments belongs to the Bankruptcy Estate, bringing the aggregate sum of claims related to the gain from sale of swap instruments to €40.0 million (equivalent to $46.9 million as of  December 31, 2025). The Company believes that the Lumo Administrator's position is without merit, and is vigorously defending its position.

 

Genie was also notified that the Lumo Administrator filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.9 million as of  December 31, 2025) prior to the bankruptcy. The Lumo Administrator has also filed a recovery claim jointly against the Company and the supplier amounting to €1.6 million (equivalent to $1.9 million as of  December 31, 2025) alleging that a portion of the payment by Lumo Finland effectively reduced the Company's liability under the terms of a previously supplied parental guarantee (this €1.6 million is included within and not additive to the €4.2 million). The Lumo Administrator alleges that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland. The Company is challenging the Lumo Administrator's claims. 

 

The Company believes that the maximum exposure for these cases would likely be limited by the potential amount of the customers' claims in the bankruptcy case. Based on the progress made in assessing those claims, the Company expects those claims to be in the range of €2.0 million and €4.0 million. Although the Company does not believe that it is legally obligated to pay anything, given the likelihood of negotiating a settlement to minimize further costs of challenging the claims, the Company recognized an estimated loss of €2.5 million (equivalent to $2.6 million at the date of the transaction) recorded in the fourth quarter of 2024. The estimated loss is included in the loss from discontinued operations, net account in the consolidated statement of operations for the year ended  December 31, 2024.

 

Discontinuance of U.K. Operations

 

In the third quarter of 2021, the natural gas and energy market in the United Kingdom deteriorated which prompted the Company to start the process of orderly withdrawal from the U.K. market. In October 2021, as part of the orderly exit process, Orbit and Shell agreed to terminate the exclusive supply contract between them. As part of the termination agreement, Orbit was required to unwind all physical forward hedges with Shell which resulted in net cash proceeds after settlement of all related liabilities with Shell. 

 

Following the termination of the contract with Shell, Orbit filed a petition with the High Court of Justice Business and Property of England and Wales (the “Court”) to declare Orbit insolvent based on the Insolvency Act of 1986. On November 29, 2021, the Court declared Orbit insolvent, revoked Orbit's license to supply electricity and natural gas in the United Kingdom, ordered the current customers to be transferred to “supplier of last resort” and transfer the administration of Orbit to the Orbit Administrator effective December 1, 2021, which transfer was effective December 1, 2021. All assets and liabilities of Orbit, including cash and receivables remain with Orbit and the management and control of which was transferred to the Orbit Administrator. As a result of loss of control, the Company deconsolidated Orbit effective December 1, 2021 and estimated the remaining liability related to its ownership of Orbit.

 

The Company determined that the discontinued operations of Orbit represented a strategic shift that would have a major effect on the Company's operations and financial statements and accordingly, the results of operations and related cash flows are presented as discontinued operations effective December 1, 2021.

 

On  November 21, 2023, the Court issued an order to cease the administration and paid the Company a return of its interest in Orbit.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

The following table represents summarized balance sheet information of assets and liabilities of the discontinued operations: 

 

  

December 31, 2025

  

December 31, 2024

 
  

(in thousands)

 

Assets

        

Cash

 $986  $1,314 

Receivables from the settlement of the derivative contract and others—current

  433   2,280 

Current assets of discontinued operations

 $1,419  $3,594 
         

Other noncurrent assets

 $—  $4,466 

Noncurrent assets of discontinued operations

 $—  $4,466 
         

Liabilities

        

Income taxes payable

 $—  $1,968 

Accounts payable and other current liabilities

  2,996   2,617 

Current liabilities of discontinued operations

 $2,996  $4,585 
         

Deferred tax liabilities

 $—  $705 

Noncurrent liabilities of discontinued operations

 $—  $705 

  

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

The summary of the results of operations of the discontinued operations were as follows: 

 

  

Year Ended December 31,

 
  

2025

  

2024

  

2023

 
  

(in thousands)

 

Selling, general and administrative expenses

 $—  $2,619  $— 

Loss from operations

  —   (2,619)  — 

Other (expense) income

  (60)  424   6,437 

Net (loss) income before taxes

  (60)  (2,195)  6,437 

Provision for income taxes

  (4,104)  (712)  (28)

Loss (income) from discontinued operations, net of taxes

 $(4,164) $(2,907) $6,409 

 

The following table presents a summary of cash flows of the discontinued operations:   

 

  

Year Ended December 31,

 
  

2025

  

2024

  

2023

 
  

(in thousands)

 

Operating Activities

            

Net (loss) income

 $(4,164) $(2,907) $6,409 

Non-cash items

  4,164   3,140   (1,743)

Changes in assets and liabilities

  2,274   10,248   6,874 

Cash flows from operating activities of discontinued operation

 $2,274  $10,481  $11,540 

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  
 

 

Note 4 — Fair Value Measurements

 

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis:

 

(in thousands)

 

Level 1

  

Level 2

  

Level 3

  

Total

 

December 31, 2025

                

Assets:

                

Marketable equity securities

 $409  $—  $—  $409 

Derivative contracts

 $561  $—  $—  $561 

Liabilities:

                

Derivative contracts

 $1,562  $—  $—  $1,562 

December 31, 2024

                

Assets:

                

Marketable equity securities

 $357  $—  $—  $357 

Derivative contracts

 $868  $—  $—  $868 

Liabilities:

                

Derivative contracts

 $473  $—  $—  $473 

 

The Company’s derivative contracts consist of natural gas and electricity put and call options and swaps. The underlying asset in the Company’s put and call options is a forward contract. The Company’s swaps are agreements whereby a floating (or market or spot) price is exchanged for a fixed price over a specified period. 

 

Fair Value of Other Financial Instruments

 

The estimated fair value of the Company’s other financial instruments was determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting this data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

 

Restricted cash — short-term, trade receivables, due to IDT Corporation, other current assets and other current liabilities. At December 31, 2025 and 2024, the carrying amount of these assets and liabilities approximated fair value. The fair value estimate for restricted cash — short-term was classified as Level 1. The carrying value of other current assets, due to IDT Corporation, and other current liabilities approximated fair value.

 

Other assets. At December 31, 2025 and 2024, other assets included notes receivable. The carrying amounts of the note receivable approximated fair value. The fair values were estimated based on the Company’s assumptions, and were classified as Level 3 of the fair value hierarchy. 

 

The Company did not have any transfers of assets or liabilities between Level 1, Level 2 or Level 3 of the fair value measurement hierarchy during the years ended December 31, 2025 and 2024.

 

The primary non-recurring fair value estimates typically involve goodwill impairment testing (see Note 8), which involves Level 3 inputs, and asset impairments (see Note 8) which utilize Level 3 inputs.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  
 

 

Note 5 — Derivative Instruments

 

The primary risk managed by the Company using derivative instruments is commodity price risk, which is accounted for in accordance with Accounting Standards Codification 815 — Derivatives and Hedging. Natural gas and electricity put and call options and swaps are entered into as hedges against unfavorable fluctuations in market prices of natural gas and electricity. The Company does not apply hedge accounting to these options or swaps, therefore the changes in fair value are recorded in earnings. By using derivative instruments to mitigate exposures to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company minimizes the credit or repayment risk in derivative instruments by entering into transactions with high-quality counterparties. At December 31, 2025 and 2024, all of GRE’s swaps and options were traded on the New York Mercantile Exchange.

 

The summarized volume of GRE’s outstanding contracts and options at December 31, 2025 was as follows (MWh – Megawatt hour and Dth – Decatherm):

 

  

Commodity

 

Settlement Dates

 

Electricity (In MWH)

  

Natural Gas (In Dth)

 

First quarter 2026

  20,704   807,500 

Second quarter 2026

  1,760   — 

Third quarter 2026

  9,152   — 

Fourth quarter 2026

  —   305,000 

First quarter 2027

  —   450,000 

Second quarter 2027

  —   — 

Third quarter 2027

  3,440   — 

Fourth quarter 2027

  —   — 

 

The fair value of outstanding derivative instruments recorded in the accompanying consolidated balance sheets were as follows:

 

    

December 31,

 
    

2025

  

2024

 

Asset Derivatives

 

Balance Sheet Location

 

(in thousands)

 

Derivatives not designated or not qualifying as hedging instruments:

          

Energy contracts and options (1)

 

Other current assets

 $357  $582 

Energy contracts and options

 

Other assets

  204   285 

Total derivatives not designated or not qualifying as a hedging instruments — Assets

 $561  $867 
           

Liability Derivatives

          

Derivatives not designated or not qualifying as hedging instruments:

          

Energy contracts and options (1)

 

Other current liabilities

 $1,484  $428 

Energy Contracts and options

 

Other liabilities

  78   45 

Total derivatives not designated or not qualifying as a hedging instruments — Liabilities

 $1,562  $473 

 

(1) The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months.

 

The effects of derivative instruments on the consolidated statements of operations were as follows:

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
    

Amount of Loss

 
    

Recognized on Derivatives

 
    

Year ended December 31,

 

(in thousands)

   

2025

  

2024

  

2023

 

Derivatives not designated or not qualifying as hedging instruments

 

Location of Loss Recognized on Derivatives

            

Energy contracts and options

 

Cost of revenues

 $4,195  $22,304  $28,887 

  
 

 

Note 6 — Leases

 

The Company is the lessee under operating lease agreements primarily for office space in domestic and foreign locations where it has operations and for solar development projects with lease periods expiring between 2026 and 2052. The Company has no finance leases. 

 

The Company determines if a contract is a lease at inception. Right-of-Use ("ROU") assets are included under other assets in the consolidated balance sheet. The current portion of the operating lease liabilities are included in other current liabilities and the noncurrent portion is included in other liabilities in the consolidated balance sheet.

 

ROU assets and operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized borrowing rate based on information available at the lease commencement date. ROU assets also include any prepaid lease payments and lease incentives. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The Company uses the base, non-cancelable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term.  

 

  

December 31,

 
  

2025

  

2024

 
  

(in thousands)

 

ROU assets

 $873  $1,819 
         

Current portion of operating lease liabilities

 $88  $223 

Noncurrent portion of operating lease liabilities

  854   1,732 

Total

 $942  $1,955 

 

At December 31, 2025, the weighted average remaining lease term is 22.6 years and the weighted average discount rate is 9.0%.

 

Supplemental cash flow information for ROU assets and operating lease liabilities for the years ended December 31, 2025, 2024 and 2023 are as follows:

 

  

For the Year Ended December 31,

 
  

2025

  

2024

  

2023

 
  

(in thousands)

 

Cash paid for amounts included in the measurement of lease liabilities:

            

Operating cash flows from operating activities

 $505  $562  $638 
             

ROU assets obtained in the exchange for lease liabilities

            

Operating leases

 $154  $111  $237 

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Future lease payments under operating leases as of  December 31, 2025 were as follows:  

 

(in thousands)

    

2026

 $163 

2027

  122 

2028

  84 

2029

  65 

2030

  66 

Thereafter

  1,770 

Total future lease payments

  2,270 

Less imputed interest

  1,328 

Total operating lease liabilities

 $942 

 

Rental expenses under operating leases were $0.6 million for each of the years ended December 31, 2025, 2024 and 2023, respectively. 

 
 

 

Note 7 — Property and Equipment

 

  

December 31,

 
  

2025

  

2024

 
  

(in thousands)

 

Solar system facilities

 $20,638  $9,052 

Computer software

  2,405   2,398 

Machinery and equipment

  848   703 

Computers and computer hardware

  221   220 

Office equipment and other

  351   284 

Construction in progress

  7,730   15,789 
   32,193   28,446 

Less: accumulated depreciation

  (3,890)  (3,200)

Property and equipment, net

 $28,303  $25,246 

 

As discussed above, on July 4, 2025, the OBBB was enacted into law. In light of this new law, the Company evaluated the financial viability of all its solar projects and its qualification for the federal solar investment tax credits. The Company identified several projects that will be discontinued and assessed the values of the related assets accumulated included in construction in progress and assessed the carrying values for impairment. In the fourth quarter of 2025, the Company recognized an impairment of assets of $0.4 million in the consolidated statement of income. In the fourth quarter of 2025, the Company transferred $2.7 million worth of solar panels that were allocated to discontinued community solar projects of Genie Solar from construction in progress to inventories. 

 

In 2024, the Company discontinued several projects of Genie Solar as a result of lack of viability. The Company recognized an impairment of assets of $0.2 million related to costs previously capitalized in the property and equipment accounts in the consolidated balance sheets. 

 

Property and equipment depreciation expenses were $0.7 million, $0.6 million and $0.1 million in the years ended December 31, 2025, 2024 and 2023, respectively.

 

In 2024, the Company transferred $1.1 million worth of solar panels that are intended to be used in Genie Solar projects from inventories to construction in progress related to solar panels expected to be used in the solar project by Genie Solar.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  
 

 

Note 8 — Goodwill and Other Intangibles

 

The table below reconciles the change in the carrying amount of goodwill for the period from January 1, 2024 to December 31, 2025:

 

  

GRE

  

GREW

  

Total

 
  

(in thousands)

 

Balance at January 1, 2024

 $9,998   —   9,998 

Consolidation of Roded

  —   2,660   2,660 

Cumulative translation adjustment

  —   91   91 

Balance at December 31, 2024

 $9,998  $2,751  $12,749 

Cumulative translation adjustment

  —   229   229 

Balance at December 31, 2025

 $9,998  $2,980  $12,978 

 

The Company performed its annual goodwill impairment test as of October 1, 2025. The Company elected to perform a qualitative analysis. The Company determined, after performing a qualitative analysis, that there was no evidence that it is more likely than not that the fair value of any identified reporting unit was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test.

 

The table below presents information on the Company’s other intangible assets: 

 

  

Weighted

             
  

Average

  

Gross

         
  

Amortization

  

Carrying

  

Accumulated

  

Net

 
  

Period (years)

  

Amount

  

Amortization

  

Balance

 

December 31, 2025

 

(in thousands)

 

Patents and trademarks

  20.0  $2,860  $(1,322) $1,538 

Customer relationships

  9.0   1,100   (1,019)  81 

Licenses

  10.0   479   (294)  185 

TOTAL

     $4,439  $(2,635) $1,804 

December 31, 2024

                

Patents and trademarks

  20.0  $3,510  $(1,580) $1,930 

Customer relationships

  9.0   1,100   (896)  204 

Licenses

  10.0   479   (246)  233 

TOTAL

     $5,089  $(2,722) $2,367 

 

The Company assessed the impairment of intangibles related to solar projects in light of the enactment of OBBB. In the fourth quarter of 2025, Prism provided full impairment of its patent and trademark for an aggregate amount of $0.2 million.

 

Amortization expense of intangible assets were $0.3 million, $0.4 million and $0.4 million in the years ended December 31, 2025, 2024 and 2023, respectively. The Company estimates that the amortization expense of intangible assets will be $0.3 million, $0.2 million, $0.1 million, $0.2 million, $0.2 million and $0.8 million in the years ending December 31, 2026, 2027, 2028, 2029, 2030 and thereafter, respectively. 

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  
 

 

Note 9 — Other Current Assets and Other Assets

 

Other current assets consist of the following:

 

  

December 31,

 
  

2025

  

2024

 
  

(in thousands)

 

Investments in equity securities—current

 $8,770  $6,707 

Investment property—current

  5,782   — 

Assets held for sale

  1,060   — 

Fair value of derivative contracts—current

  357   582 

Other assets

  1,185   1,204 

Total current assets

 $17,154  $8,493 

 

In the fourth quarter of 2025, the Company evaluated the financial viability of solar construction projects for commercial and industrial customers (C&I Projects) after the enactment of the OBBB. The Company decided to discontinue several C&I Projects and market other projects for sale to other contractors to continue the projects. The costs related to the C&I projects are included in the prepaid expense account in the consolidated balance sheet. The Company recorded an aggregate of $0.2 million impairment of assets related to the C&I Projects. In the fourth quarter of 2025, the Company transferred $0.4 million worth of solar panels that were allocated to discontinued C&I projects of Genie Solar from prepaid expenses to inventories.

 

In the fourth quarter of 2025, the Company initiated a plan to sell an uncompleted C&I Project to another contractor. The carrying value of C&I Project included in the prepaid expense account of $1.1 million was reclassified as assets and liabilities held for sale and reported at the lower of cost and fair value less cost to sell. The Company used the market approach to estimate the fair values of assets held for sale based on the current offer from independent third parties.

 

Other assets consist of the following:

 

  

December 31,

 
  

2025

  

2024

 
  

(in thousands)

 

Investments in equity securities—noncurrent

 $10,126  $5,673 

Security deposits

  9,263   8,562 

Investment property—noncurrent

  —   3,957 

Right-of-use assets, net of amortization

  873   1,819 

Fair value of derivative contracts—noncurrent

  204   285 

Other assets

  87   2,069 

Total other assets

 $20,553  $22,365 

  
 

 

Note 10 — Investments

 

Investments in equity securities consist of the following:

 

      

December 31,

 
  

Location in Balance Sheet

 

Measurement

 

2025

  

2024

 
      

(in thousands)

 

Rafael Holdings, Inc.

 

Marketable equity securities

 

Quoted market price

 $409  $357 
             

Alternative investments

 

Other current assets

 

Net asset value

 $7,119  $5,057 

Alternative investments

 

Other current assets

 

Cost

  1,651   1,650 

Total included in other current assets

     $8,770  $6,707 
             

Equity method investments

 

Other noncurrent assets

 

Equity method

 $402  $696 

Alternative investments

 

Other noncurrent assets

 

Net asset value

  8,250   2,877 

Alternative investments

 

Other noncurrent assets

 

Cost

  1,474   2,100 

Total equity investments included in other noncurrent assets

     $10,126  $5,673 

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

The changes in the carrying values of the Company's equity investments without readily determinable fair values for which the Company elected the measurement alternative were as follows:

 

  

For the Years Ended December 31,

 
  

2025

  

2024

 
  

(in thousands)

 

Balance, beginning of period

 $11,684  $4,835 

Purchases

  5,500   7,050 

Gain recognized during the period, net

  2,212   481 

Distribution

  (902)  (682)

Balance, end of period

 $18,494  $11,684 

 

In July 2024, the Company acquired an investment property with an aggregate cost of $3.6 million. The investment property was acquired through a subsidiary in which the Company holds a 51.0% interest with the remaining 49.0% held by Howard Jonas, a related party (see Note 19). The Company paid $1.8 million to the seller and signed a note payable to the seller for $1.8 million, payable in full on February 1, 2026. The note payable carries a 5.0% interest rate payable in full on February 1, 2026. In the third quarter 2024, Howard Jonas, reimbursed the Company $0.9 million, representing the purchase price for his 49.0% share in the investment property and is included in the noncontrolling interest in the consolidated balance sheets. The Company recognized a receivable of $0.9 million related to Howard Jonas' 49.0% share in the notes payable and is included in the noncontrolling interests section of the consolidated balance sheets. At December 31, 2025, $1.8 million was outstanding under the note payable with an effective interest rate of 5.0%.

 

In January 2026, the Company extinguished the notes payable by paying the principal amount plus the accumulated accrued interest.

 

Howard Jonas' share in the investment property was diluted to 23.8% and 44.1% at December 31, 2025 and 2024, respectively, resulting from additional investments by the Company in the investment property.

 

The investment property is recorded at cost and adjusted for any impairment. The investment property was included in other assets of the consolidated balance sheets at December 31, 2024. In 2025, the investment property was completed and the carrying value was transferred from other assets to other current assets in the consolidated balance sheet.

 
 

 

Note 11 — Accrued Expenses and Other Current Liabilities

 

Accrued expenses consisted of the following: 

 

  

December 31,

 
  

2025

  

2024

 
  

(in thousands)

 

Renewable energy

 $30,871  $30,441 

Liability to customers related to promotional and retention incentives

  9,620   9,474 

Payroll and employee benefits

  4,328   4,866 

Other accrued expenses

  5,963   4,012 

Total accrued expenses

 $50,782  $48,793 

 

Other current liabilities consisted of the following:

 

  

December 31,

 
  

2025

  

2024

 
  

(in thousands)

 

Contract liabilities

 $7,807  $3,973 

Current hedge liabilities

  1,484   428 

Current lease liabilities

  88   223 

Others

  673   1,769 

Total other current liabilities

 $10,052  $6,393 

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  
 

 

Note 12 — Debt

 

Term Loan

 

On November 18, 2024, the Company, through its subsidiary, SUT Holdings, LLC entered into a Term Loan Agreement with NCB for $7.4 million (the "Term Loan"). The principal amount is payable in installments every January 1, July 1 and October 1 of each year starting on July 1, 2025. Below is the summary of the principal payments per year (in thousands):

 

2026

 $399 

2027

  418 

2028

  435 

2029

  391 

2030

  388 

2031

  5,061 

Total term loan

  7,092 

Less: Current portion

  399 

Noncurrent portion of term loan

 $6,693 

 

Interest is accrued on the unpaid balance is payable on each January 1, April 1, July 1 and October 1 calculated using the 3-Month Term Secured Overnight Financing Rate ("SOFR") published by CME Group Benchmark Administration plus a margin of 2.0% computed on the basis of actual number of days over 360 days. The Company has the right to prepay the Term Loan in whole or in part at any time as permitted under specific terms in the Term Loan Agreement. The Term Loan is secured by the Company's operating solar systems located in Ohio, Indiana and Michigan.  The Term Loan is subject to various financial and negative covenants and at December 31, 2025 the Company was in compliance with all such covenants. 

 

The Company capitalized $0.1 million in 2024 in connection with the Term Loan. The Term Loan outstanding balances were $7.1 million and $7.4 million at December 31, 2025 and 2024, respectively, with weighted average interest rates 6.2% and 6.5%, respectively.

 

The Company also entered into a Cash Management Agreement with NCB to manage the cash flows of the operations of collateralized solar projects. The Cash Management Agreement also provided certain restriction on certain cash accounts specified in the agreements. At December 31, 2025, an aggregate of $3.8  million is deposited in NCB and are subject to certain restrictions.

 

Credit Agreement with JPMorgan Chase Bank 

 

On December 13, 2018, the Company entered into a Credit Agreement with JPMorgan Chase Bank (“Credit Agreement”). On October 12, 2025, the Company entered into an amendment of its existing Credit Agreement to extend the maturity date of December 31, 2026. The aggregate principal amount was retained at $3.0 million credit line facility (“Credit Line”). The Company pays a commitment fee of 0.1% per annum on the unused portion of the Credit Line as specified in the Credit Agreement. The borrowed amounts will be in the form of letters of credit which will bear interest of 1.0% per annum. The Company will also pay a fee for each letter of credit that is issued equal to the greater of $500 or 1.0% of the original maximum available amount of the letter of credit. The Company agreed to deposit cash in a money market account at JPMorgan Chase Bank as collateral for the line of credit equal to $3.1 million. At December 31, 2025, there are $1.0 million letters of credit issued by JP Morgan Chase Bank. At December 31, 2025, the cash collateral of $3.3  million was included in restricted cash—short-term in the consolidated balance sheet. 

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  
 

 

Note 13 — Income Taxes

 

Restatement in the income taxes account relate to the unwinding of the Company's accounting for its captive insurance subsidiary as discussed in Note 1 — Restatement of Previously Issued Financial Statements.

 

The components of income before income taxes are as follows:

 

  

Year ended December 31,

 

(in thousands)

  2025   2024   2023 
     

(As Restated)

  

(As Restated)

 

Domestic

 $37,425  $53,971  $63,176 

Foreign

  (1,284)  (490)  20 

INCOME BEFORE INCOME TAXES

 $36,141  $53,481  $63,196 

 

Significant components of the Company’s deferred income tax assets consist of the following:

 

  

December 31,

 

(in thousands)

  2025   2024 
     

(As Restated)

 

Deferred income tax assets (liabilities):

        

Net operating loss

 $10,117  $10,013 

Accrued expenses

  2,453   2,136 

Bad debt reserve

  2,141   2,183 

Lease liability

  222   528 

Stock options and restricted stock

  1,021   1,607 

Unrealized gain

  226   239 

State taxes

  35   23 

Amortization

  (3,110)  (363)

ROU assets

  (204)  (491)

Total deferred income tax assets

  12,901   15,875 

Valuation allowance

  (10,592)  (10,252)

DEFERRED INCOME TAX ASSETS, NET

 $2,309  $5,623 

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

The Company recognizes a valuation allowance against deferred tax assets to the extent that it believes that the deferred tax assets are not more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. 

 

The provision for (benefit from) income taxes consists of the following:

 

  

Year ended December 31,

 

(in thousands)

  2025   2024   2023 
     

(As Restated)

  

(As Restated)

 

Current:

            

Federal

 $1,911  $12,755  $10,790 

State and local

  3,037   3,806   4,452 
   4,948   16,561   15,242 

Deferred:

            

Federal

  3,414   (1,389)  842 

Foreign

  (170)  —   — 

State and local

  70   186   538 
   3,314   (1,203)  1,380 

PROVISION FOR INCOME TAXES

 $8,262  $15,358  $16,622 

 

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

 

  

Year Ended December 31, 2025

 
  

Amount

  

Percent

 
  

(in thousands)

     

U.S. federal income tax benefit at statutory rate

 $7,590   21.0%

State and local income tax, net of federal benefit

  2,335   6.5 

Foreign tax effect

  —   — 

Effect of cross border tax laws

  —   — 

Valuation allowance

  501   1.4 

Non taxable items:

        

Stock-based compensation

  588   1.7 

Permanent difference

  12   — 

Warrants

  —   — 

Tax credit:

        

Solar credits

  (5,312)  (14.7)

Penalty and interest

  2,930   8.1 

Others

  (327)  (1.2)

Changes in unrecognized tax benefits:

        

Unrecognized tax benefits

  (55)  0.2 

Balance at end of period

 $8,262   23.0%

 

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

 

  

Year ended December 31,

 

(in thousands)

  2024   2023 
  

(As Restated)

  

(As Restated)

 

U.S. federal income tax benefit at statutory rate

 $11,231  $13,271 

State and local income tax, net of federal benefit

  3,165   3,931 

Penalty and interests

  1,616   226 

Valuation allowance

  183   (159)

Stock-based compensation

  (197)  (812)

Others

  (640)  165 

PROVISION FOR INCOME TAXES

 $15,358  $16,622 

 

The Company includes certain entities that are not included in the Company’s consolidated tax return. The entities have separate U.S. federal and state net operating loss carry-forwards of $37.9 million that begin to expire in 2025. Net operating loss carry-forwards in the amount of $34.0 million related to Prism may be subject to Internal Revenue Code Section 382 limitation at the time of utilization. 

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

The change in the valuation allowance for deferred income taxes was as follows: 

 

  

Balance at beginning of period

  

Additions charged to costs and expenses

  

Deductions

  

Balance at end of period

 
  

(in thousands)

 

Year ended December 31, 2025

                

Reserves for valuation allowances deducted from deferred income taxes, net

 $10,252  $340  $—  $10,592 

Year ended December 31, 2024

                

Reserves for valuation allowances deducted from deferred income taxes, net

 $10,069  $183  $—  $10,252 

Year ended December 31, 2023

                

Reserves for valuation allowances deducted from deferred income taxes, net

 $10,228  $—  $(159) $10,069 

 

As of December 31, 2025 and 2024, the Company maintained a valuation allowance on the deferred tax assets of net operating losses relating to consolidated U.S. entities and its Israel entity.

 

The table below summarizes the change in the balance of unrecognized income tax benefits:

 

  

Year ended December 31,

 
  

2025

  

2024

 
  

(in thousands)

 

Balance at beginning of period

 $111  $183 

Additions based on tax positions related to the current period

  56   18 

Additions based on tax positions related to prior periods

  —   — 

Lapses of statutes of limitations

  —   (90)

Balance at end of period

 $167  $111 

 

All of the unrecognized income tax benefits at December 31, 2025, 2024 and 2023 would have affected the Company’s effective income tax rate if recognized. The Company expects the total amount of unrecognized income tax benefits to significantly decrease within the next twelve months. 

 

In the years ended December 31, 2025, 2024 and 2023, the Company recorded interest and penalty expenses of $2.9 million, $1.6 million and $0.2 million, respectively, and have included the amounts in income taxes payable.

 

The Company currently remains subject to examinations of its tax returns as follows: U.S. federal tax returns for 2022 to 2025, state and local tax returns generally for 2020 to 2025 and foreign tax returns generally for 2012 to 2025.

 

The amounts of cash income taxes paid by the Company for the year ended December 31, 2025 were as follows (in thousands):

 

Federal

 $4,800 

State and local

    

Connecticut

  475 

New York

  475 

Pennsylvania

  325 

Others

  920 

Income Taxes, net of amounts refunded

 $6,995 

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  
 

 

Note 14 — Equity

 

Class A Common Stock and Class B Common Stock

 

The rights of holders of Class A common stock and Class B common stock are identical except for certain voting and conversion rights and restrictions on transferability. The holders of Class A common stock and Class B common stock receive identical dividends per share when and if declared by the Company’s Board of Directors. In addition, the holders of Class A common stock and Class B common stock have identical and equal priority rights per share in liquidation. The Class A common stock and Class B common stock do not have any other contractual participation rights. The holders of Class A common stock are entitled to three votes per share and the holders of Class B common stock are entitled to one-tenth of a vote per share. Except as required by law or under the terms of the Series 2012- A Preferred Stock (the “Preferred Stock”), the holders of Class A and Class B common stock and the Preferred Stock vote together as a single class on all matters submitted to a vote of the Company’s stockholders. Each share of Class A common stock may be converted into one share of Class B common stock, at any time, at the option of the holder. Shares of Class A common stock are subject to certain limitations on transferability that do not apply to shares of Class B common stock.

 

Series 2012-A Preferred Stock

 

Each share of Series 2012-A Preferred Stock had a liquidation preference of $8.50 (the “Liquidation Preference”), and was entitled to receive an annual dividend per share equal to the sum of (i) $0.6375 (the “Base Dividend”) plus (ii) seven and one-half percent (7.5%) of the quotient obtained by dividing (A) the amount by which the EBITDA for a fiscal year of the Company’s retail energy provider business exceeds $32 million by (B) 8,750,000 (the “Additional Dividend”), payable in cash. EBITDA consists of income (loss) from operations exclusive of depreciation and amortization and other operating gains (losses). During any period when the Company has failed to pay a dividend on the Preferred Stock and until all unpaid dividends have been paid in full, the Company is prohibited from paying dividends or distributions on the Company’s Class B or Class A common stock.

 

The Series 2012-A Preferred Stock was redeemable, in whole or in part, at the option of the Company 100% of the Liquidation Preference plus accrued and unpaid dividends.

   

The Base Dividend was payable (if declared by the Company’s Board of Directors, and accrued, if not declared) quarterly on each February 15, May 15, August 15 and November 15, and to the extent that there is any Additional Dividend payable with respect to a fiscal year, it was to be paid to holders of Preferred Stock with the May dividend. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Preferred Stock was equal in rank to all other equity securities of the Company, the terms of which specifically provided that such equity securities rank on a parity with the Preferred Stock with respect to dividend rights or rights upon the Company’s liquidation, dissolution or winding up; senior to the Company’s common stock; and junior to all of the Company’s existing and future indebtedness.

   

Each share of Preferred Stock had the same voting rights as a share of Class B common stock, except on certain matters that only impacted the Company’s common stock, as well as additional voting rights on specific matters or upon the occurrence of certain events.

   

Dividend Payments

 

In each of the years ended December 31, 2025, 2024 and 2023, the Company paid aggregate cash dividends of $0.30 per share on its Class A common stock and Class B common stock, equal to $8.0 million, $8.2 million and $8.0 million total dividends paid, respectively.

 

On February 26, 2026, the Company paid a dividend of $0.075 per share of its Class A common Stock and Class B common stock to stockholders of record as of the close of business on February 18, 2026.

 

In the year ended  December 31, 2023, the Company paid aggregate cash Base Dividends of $0.3188 per share on its Preferred Stock, equal to $0.3 million in Base Dividends paid. In May 2023, the Company also paid Additional Dividends of $0.5301 per share of its Preferred Stock, equal to $0.5 million in respect of the GRE results of operations through December 31, 2022.

 

The Delaware Corporation Law allows companies to declare dividends out of its “Surplus,” which is calculated by deducting the par value of the company’s stock from the difference between total assets less total liabilities. 

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Stock Repurchases and Redemption

 

On March 11, 2013, the Board of Directors of the Company approved a program for the repurchase of up to an aggregate of 7.0 million shares of the Company’s Class B common stock. In 2025, the Company acquired 549,958 shares of Class B common stock under the stock repurchase program for an aggregate amount of $8.6 million. In 2024, the Company acquired 660,794 shares of Class B common stock under the stock repurchase program for an aggregate amount of $10.5 million. In 2023, the Company acquired 3,778 shares of Class B common stock under the stock repurchase program for an aggregate amount of $0.1 million. At December 31, 2025, 3.5 million shares remained available for repurchase under the stock repurchase program.

 

In addition, in the years ended December 31, 2025, 2024 and 2023, the Company acquired shares of its Class B common stock that were tendered by the Company's employees to satisfy tax withholding obligations in connection with the lapsing of restrictions on awards of restricted stock. In the year ended  December 31, 2025, the Company paid $2.1 million to repurchase 114,800 shares of its Class B common stock. In the year ended  December 31, 2024, the Company paid $2.2 million to repurchase 116,825 shares of its Class B common stock. In the year ended  December 31, 2023, the Company paid $1.6 million to repurchase 111,319 shares of its Class B common stock. Such shares were repurchased by the Company based on their fair market value on the trading day immediately prior to the vesting date.

 

As of December 31, 2025 and 2024, the Company held 4.5 million and 3.8 million shares of Class B common stock, respectively, in treasury, with respective costs of $48.3 million and $37.7 million, and a weighted average cost of $10.75 and $9.79 per share.  

 

On February 7, 2022, the Board of Directors of the Company authorized a program to redeem, beginning in the second quarter of 2022, up to $1.0 million per quarter of the Company's Preferred Stock at the liquidation preference of $8.50 per share. In 2023 and 2022, the Company redeemed 2,332,726 shares of Preferred Stock at the liquidation preference of $8.50 for an aggregate amount of  $19.8 million. Following the redemption, there are no shares of Preferred Stock outstanding, all rights of Preferred Stockholders have terminated, and the Preferred Stock’s ticker symbol, "GNEPRA", has been retired.

 

Exercise of Stock Options

 

In February 2024, Howard S. Jonas exercised options to purchase 126,176 shares of Class B common stock through a cashless exercise and the Company issued 49,632 Class B common stock to Howard S. Jonas with the remaining 76,544 Class B common stock used for payment of the exercise price or retained by the Company to satisfy withholding tax obligations in connection to the exercise of the options.

 

In May 2023, Howard S. Jonas exercised options to purchase 256,818 shares of Class B common stock through a cashless exercise and the Company issued 98,709 Class B common stock to Howard S. Jonas with the remaining 158,109 Class B common stock used for payment of the exercise price or retained by the Company to satisfy withholding tax obligations in connection to the exercise of the options.

 

At December 31, 2025, there were no outstanding options to purchase the Company's common stock.

 

Purchase of Equity of Subsidiaries

 

In fourth quarter of 2025, the Company purchased from a certain investor an 8.4% equity interest in Roded for $0.3 million, increasing its interest to 71.0%.

 

In  February 2024, the Company purchased from a certain investor a 0.5% equity interest in GEIC, which holds the Company's interest in its operating subsidiaries for $1.2 million. Following this transaction, GEIC is a wholly owned subsidiary of the Company.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  
 

 

Note 15 — Stock-Based Compensation

 

Stock-Based Compensation Plan

 

In May 2021, the Company's stockholders adopted the Company's 2021 Stock Option and Incentive Plan (the "2021 Plan"). The 2021 Plan provides incentives to executives, employees, directors and consultants of the Company. Incentives available under the 2021 Plan provide for grants of stock options, stock appreciation rights, limited stock appreciation rights, deferred stock units, and restricted stock. The Plan is administered by the Compensation Committee of the Company’s Board of Directors. The maximum number of shares initially reserved for the grant of awards under the 2021 Plan is 1.0 million shares of Class B Common Stock. On  May 10, 2023, the Company's stockholders approved an amendment to the 2021 Plan that, among other things, increased the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 0.5 million shares of Class B Common Stock. At December 31, 2025, the Company had 87,071 shares of Class B common stock available for future grants. 

 

Restricted Stock 

 

The fair value of restricted shares of the Company’s Class B common stock is determined based on the closing price of the Company’s Class B common stock on the grant date. Share awards generally vest on a graded basis over three years of service following the grant.

 

A summary of the status of the Company’s grants of restricted shares of Class B common stock is presented below: 

 

      

Weighted-

 
  

Number of

  

Average

 
  

Non-vested

  

Grant Date

 
  

Shares

  

Fair Value

 
  

(in thousands)

 

Non-vested restricted shares at December 31, 2024

  536  $15.23 

Granted

  26   15.04 

Vested

  (144)  16.72 

Forfeited

  (1)  16.55 

NON-VESTED RESTRICTED SHARES AT DECEMBER 31, 2025

  417  $15.85 

 

At December 31, 2025, there was $3.8  million of total unrecognized compensation cost related to non-vested restricted stock. The total unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.7 years. The total grant date fair value of shares vested was $2.5  million, $1.3 million and $1.5 million in the years ended December 31, 2025, 2024 and 2023, respectively. The Company recognized compensation cost related to the vesting of the restricted stock of $2.5  million, $1.8 million and $1.5 million in the years ended December 31, 2025, 2024 and 2023, respectively.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Awards with Market-Based Conditions

 

In February 2022, the Company granted certain employees and members of its Board of Directors an aggregate of 290,000 deferred stock units which were eligible to vest in two tranches contingent upon the achievement of a specified thirty-day average closing price of the Company's Class B common stock within a specified period of time (the "2022 market conditions") and the satisfaction of service-based vesting conditions. Each deferred stock unit entitled the recipient to receive, upon vesting, up to two restricted shares of Class B common stock of the Company depending on market conditions which restricted shares will be subject to restrictions that will lapse annually over three years from grant. The grant-date fair value of the deferred stock units is being amortized over approximately 3.5 years after the date of grant irrespective of whether the 2022 market conditions were met. In the second quarter of 2022, the 2022 market conditions were partially achieved and the Company issued 290,000 shares of its restricted Class B common stock. In February 2023, the remaining portion of the 2022 market condition was achieved and the Company issued an additional 290,000 restricted shares of its Class B common stock. The restricted shares to be issued will be subject to service-based vesting conditions as described above. 

 

The Company used a Monte Carlo simulation model to estimate the grant-date fair value of the awards. Assumptions and estimates utilized in the model include the risk-free interest rate, dividend yield, expected stock volatility based on a combination of the Company’s historical stock volatility. The Company recognized compensation costs related to the deferred stock units award of $0.1 million, $0.6 million and $1.3 million for the years ended  December 31, 2025, 2024 and 2023, respectively. 

 

As of  December 31, 2025, there were no unrecognized stock-based compensation costs related to outstanding and unvested equity-based grants with market-based conditions. 

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  
 

 

Note 16 — Variable Interest Entity

 

Citizens Choice Energy, LLC (“CCE”) is a REP that resells electricity and natural gas to residential and small business customers in the State of New York. The Company did not own any interest in CCE. Since 2011, the Company has provided CCE with substantially all of the cash required to fund its operations. The Company determined that it has the power to direct the activities of CCE that most significantly impact its economic performance and it has the obligation to absorb losses of CCE that could potentially be significant to CCE on a stand-alone basis. The Company therefore determined that it was the primary beneficiary of CCE, and as a result, the Company consolidates CCE within its GRE segment. The net income or loss incurred by CCE was attributed to noncontrolling interests in the accompanying consolidated statements of operations. 

 

In April 2025, the Company signed an Equity Purchase Agreement with Tari Corporation to acquire 100% interest in CCE for one U.S. dollar and the forgiveness of all intercompany balances of CCE with the Company, subject to approval of the Federal Energy Regulatory Commission, which the Company received on November 7, 2025.

 

Net income (loss) related to CCE and aggregate net funding repaid to (provided) the Company were as follows: 

 

  

Year ended December 31,

 
  

Period from January 1, 2025 to November 7, 2025

  

Year Ended December 31, 2024

  

Year Ended December 31, 2023

 
  

(in thousands)

 

Net income (loss)

 $207  $(276) $(850)

Aggregate funding paid to (provided by) the Company, net

 $307  $271  $(1,104)

 

Summarized consolidated balance sheet amounts at December 31, 2024 related to CCE are as follows: 

 

ASSETS

    

Cash, cash equivalents and restricted cash

 $313 

Trade accounts receivable

  250 

Prepaid expenses and other current assets

  318 

Other assets

  363 

TOTAL ASSETS

 $1,244 

LIABILITIES AND NONCONTROLLING INTERESTS

    

Current liabilities

 $645 

Due to IDT Energy

  4,622 

Noncontrolling interests from CCE

  (4,023)

TOTAL LIABILITIES AND NONCONTROLLING INTERESTS

 $1,244 

 

The assets of CCE may only be used to settle obligations of CCE, and may not be used for other consolidated entities. The liabilities of CCE are non-recourse to the general credit of the Company’s other consolidated entities.

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  
 

 

Note 17 — Legal and Regulatory Proceedings

 

Legal Proceedings

 

On September 29, 2023, the Attorney General of the State of Illinois filed a complaint against Residents Energy in the Circuit Court of Cook County, Illinois, Chancery Division. The Complaint alleges several counts of violations of the Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/1 et seq., and the Illinois Telephone Solicitations Act, 815 ILCS 413/1 et seq., in connection with Residents Energy’s marketing practices, and seeks monetary damages to redress any resulting losses alleged to have been incurred by customers, civil penalties for certain alleged violations in the amount of $50.0 thousand per violation, and other forms of injunctive and equitable relief to prevent future violations. The Company denies these allegations and intends to vigorously defend itself against any and all claims. As of  December 31, 2025, there is insufficient basis to deem any loss probable or to assess the amount of any possible loss. For the years ended  December 31, 2025, 2024 and 2023, Resident Energy's gross revenues from sales in Illinois were $27.9  million, $36.6 million and $48.3 million, respectively.

 

In addition to the matter disclosed above, the Company may from time to time be subject to legal proceedings that arise in the ordinary course of business. Although there can be no assurance in this regard, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition. 

 

Refer to Note 3—Acquisitions and Discontinued Operations, for discussion related to the administration of Lumo Finland.

 

Agency and Regulatory Proceedings

 

From time to time, the Company receives inquiries or requests for information or materials from public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes, and the Company responds to those inquiries or requests. The Company cannot predict whether any of those matters will lead to claims or enforcement actions or whether the Company and the regulatory parties will enter into settlements before a formal claim is made.

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  
 

 

Note 18 — Commitments and Contingencies

 

Purchase Commitments

 

The Company had purchase commitments of $144.4 million at December 31, 2025, of which $140.7 million was for future purchases of electricity. The purchase commitments outstanding at December 31, 2025 are expected to be paid as follows (in thousands):

 

2026

  121,112 

2027

  20,157 

2028

  3,106 

Thereafter

  — 

Total payments

 $144,375 

 

For the year ended  December 31, 2025, the Company purchased $88.8 million and $10.3 million of electricity and renewable energy credits, respectively, under these purchase commitments. For the year ended December 31, 2024, the Company purchased $39.4 million and $16.8 million of electricity and renewable energy credits, respectively, under these purchase commitments. For the year ended December 31, 2023 the Company purchased $39.0 million and $19.5 million of electricity and renewable energy credits, respectively, under these purchase commitments.

 

Renewable Energy Credits

 

GRE's REPs must obtain a certain percentage or amount of their electricity from renewable energy sources in order to meet the requirements of renewable portfolio standards in the states in which they operate. This requirement may be met by obtaining renewable energy credits that provide evidence that electricity has been generated by a qualifying renewable facility or resource. At December 31, 2025, GRE had commitments to purchase renewable energy credits of $3.7 million.

 

Performance Bonds and Unused Letters of Credit

 

GRE has performance bonds issued through a third party for certain utility companies and for the benefit of various states in order to comply with the states’ financial requirements for REPs. At December 31, 2025, GRE had aggregate performance bonds of $28.4 million outstanding and  $1.0 million of unused letters of credit.  

 

BP Energy Company Preferred Supplier Agreement

 

Certain of GREs REPs are party to an Amended and Restated Preferred Supplier Agreement with BP, which is to be in effect through November 30, 2026. Under the agreement, the REPs purchase electricity and natural gas at market rate plus a fee. The obligations to BP are secured by a first security interest in deposits or receivables from utilities in connection with their purchase of the REP’s customer’s receivables, and in any cash deposits or letters of credit posted in connection with any collateral accounts with BP. The ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants. At December 31, 2025, the Company was in compliance with such covenants. At December 31, 2025, restricted cash — short-term of  $0.8 million and trade accounts receivable of  $76.1 million were pledged to BP as collateral for the payment of trade accounts payable to BP of  $33.5 million at December 31, 2025.

 

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
 

 

Note 19 — Related Party Transactions

 

In the third quarter of 2024, Howard Jonas contributed $0.9 million to a majority-owned subsidiary of a Company, related to an acquisition of an investment property (see Note 10—Investments).

 

On November 2, 2023, the Company made a charitable donation to the Genie Energy Charitable Foundation (the "Genie Foundation") by issuing 50,000 shares of Class B common stock from its treasury stock with an aggregate value on the date of the donation of approximately $1.0 million. On  April 17, 2024, the Company repurchased the 50,000 shares of Class B common stock from the Genie Foundation for $0.8 million. The Company is the sole member of the Genie Foundation and the Company's Chief Executive Officer and Chief Financial Officer serve as members of the board of directors of Genie Foundation.

 

In  March 2023, the Company sold 195,501 shares of Class B common stock of Rafael Holdings, Inc. ("Rafael") for $0.3 million. Rafael is a former subsidiary of IDT that was spun off from IDT in March 2018. Howard S. Jonas is the Executive Chairman and Chairman of the Board of Directors of Rafael. In the second quarter of 2023, the Company acquired 150,000 Class B common stock of Rafael for $0.3 million. For each of the years ended December 31, 2025 and 2024, the Company recognized nominal amounts of loss in connection with the investment. For the year ended December 31, 2023, the Company recognized $0.8 million of loss in connection with the investment. At December 31, 2025, the Company holds 216,393 Class B common stock of Rafael with a carrying value of $0.4 million. The Company does not exercise significant influence over the operating or financial policies of Rafael. 

 

In September 2018, the Company divested a majority interest in Atid Drilling Ltd. in exchange for a 37.5% interest in a contracting drilling company in Israel ("Atid 613") which the Company accounted for using equity method of accounting. In March 2023, the Company received $0.1 million from Atid 613 for the full settlement of its investments in Atid 613. The Company recognized a minimal gain from settlement of investment included in other income (loss), net in its consolidated statements of operations in the first quarter of 2023. 

 

The Company was formerly a subsidiary of IDT Corporation (“IDT”). On October 28, 2011, the Company was spun-off by IDT. The Company entered into various agreements with IDT prior to the spin-off including an agreement for certain services to be performed by the Company and IDT. The Company also provides specified administrative services to certain of IDT’s foreign subsidiaries. Howard Jonas is the Chairman of the Board of IDT.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  

The charges for services provided by IDT to the Company, and, during the relevant period, rent charged by Rafael, net of the charges for the services provided by the Company to IDT, are included in “Selling, general and administrative” expenses in the consolidated statements of operations.

 

  

Year ended December 31,

 
  

2025

  

2024

  

2023

 
  

(in thousands)

 

Amount IDT charged the Company

 $1,068  $1,130  $1,264 

Amount the Company charged IDT

 $150  $133  $132 

 

The following table presents the balance of receivables and payables to IDT and Rafael:

 

  

December 31,

 
  

2025

  

2024

 
  

(in thousands)

 

Due to IDT

 $157  $155 

Due from IDT

 $45  $20 

 

The Company obtains insurance policies from several insurance brokers, one of which is IGM Brokerage Corp. (“IGM”). IGM is owned by the mother of Howard S. Jonas and Joyce Mason, who is a Director and Corporate Secretary of the Company. Jonathan Mason, husband of Joyce Mason and brother-in-law of Howard S. Jonas, provides insurance brokerage services via IGM. Based on information the Company received from IGM, the Company believes that IGM received commissions and fees from payments made by the Company (including payments from third party brokers). The Company paid IGM a total of $0.4 million each in 2025, 2024 and 2023, respectively, related to premium of various insurance policies that were brokered by IGM. There was no outstanding payable to IGM as of  December 31, 2025. Neither Howard S. Jonas nor Joyce Mason has any ownership or other interest in IGM other than via the familial relationships with their mother and Jonathan Mason. 
 

 

Note 20 — Business Segment and Geographic Information

 

The Company has two reportable business segments: GRE and GREW. GRE owns and operates REPs, including IDT Energy, Residents Energy, TSE, Southern Federal and Mirabito. Its REP businesses resell electricity and natural gas to residential and small business customers in the Eastern and Midwestern United States and Texas. GREW develops, constructs and operates utility-scale solar energy projects, distributes solar panels, offers energy procurement and advisory services, markets alternative products and services complementary to its energy offerings and also produces high-grade pallets from recycled materials. Corporate costs include unallocated compensation, consulting fees, legal fees, business development expenses and other corporate-related general and administrative expenses. Corporate does not generate any revenues, nor does it incur any cost of revenues.

 

The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision-maker, the chief executive officer.

 

The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its business segments based primarily on income (loss) from operations. There are no significant asymmetrical allocations to segments. 

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Operating results for the business segments of the Company were as follows:

 

  

GRE

  

GREW

  

Corporate

  

Total

 
  

(in thousands)

 

Year ended December 31, 2025

                

Revenues

 $478,452  $23,519  $—  $501,971 

Cost of revenues

  359,912   17,374   —   377,286 

Gross profit

  118,540   6,145   —   124,685 

Marketing and customer acquisition expenses

  34,222   1,611   —   35,833 

Employee-related expenses

  17,797   5,700   3,804   27,301 

Provision for credit losses

  1,857   154   —   2,011 

Stock-based compensation

  1,043   88   1,404   2,535 

Depreciation and amortization

  299   706   —   1,005 

Impairment of assets

  —   1,642   —   1,642 

Other selling, general and administrative expenses

  19,100   3,319   4,222   26,641 

Income (loss) from operations

 $44,222  $(7,075) $(9,430) $27,717 

Provision for (benefit from) income taxes

 $14,562  $(6,857) $557  $8,262 

Year ended December 31, 2024

                

Revenues

 $403,340  $21,862  $—  $425,202 

Cost of revenues

  271,191   15,528   —   286,719 

Gross profit

  132,149   6,334   —   138,483 

Marketing and customer acquisition expenses

  36,437   592   —   37,029 

Employee-related expenses

  17,778   4,579   4,075   26,432 

Provision for credit losses

  2,359   —   —   2,359 

Stock-based compensation

  1,054   58   1,234   2,346 

Depreciation and amortization

  300   584   —   884 

Impairment of assets

  —   185   —   185 

Other selling, general and administrative expenses

  17,676   3,311   3,359   24,346 

Income (loss) from operations (as restated)

 $56,545  $(2,975) $(8,668) $44,902 

Provision for (benefit from) income taxes (as restated)

 $18,226  $(1,919) $(949) $15,358 

Year ended December 31, 2023

                

Revenues

 $409,879  $18,829  $—  $428,708 

Cost of revenues

  266,519   15,983   —   282,502 

Gross profit

  143,360   2,846   —   146,206 

Marketing and customer acquisition expenses

  35,143   656   —   35,799 

Employee-related expenses

  17,325   4,547   4,729   26,601 

Provision for credit losses

  2,129   233   —   2,362 

Stock-based compensation

  1,024   28   1,731   2,783 

Depreciation and amortization

  350   113   —   463 

Other selling, general and administrative expenses

  15,478   3,058   4,565   23,101 

Income (loss) from operations (as restated)

 $71,911  $(5,789) $(11,025) $55,097 

Provision for (benefit from) income taxes (as restated)

 $21,119  $(1,024) $(3,473) $16,622 

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

Total assets for the business segments of the Company were as follows:   

 

  

December 31,

 
  

2025

  

2024

 
  

(in thousands)

 
       (As Restated) 

GRE

 $191,728  $204,470 

GREW

  44,254   38,302 

Corporate

  151,979   119,011 

Total assets of continuing operations

  387,961   361,783 

Assets of discontinued operations

  1,419   8,060 

Total assets

 $389,380  $369,843 

 

Geographic Information

 

Revenues from customers located outside of the United States, which are located primarily in Israel were as follows:  

 

      

Other Foreign

     
  

United States

  

Countries

  

Total

 
  

(in thousands)

 

Year ended December 31, 2025

 $501,824  $147  $501,971 

Year ended December 31, 2024

  424,481   721   425,202 

Year ended December 31, 2023

  425,596   3,112   428,708 

 

Net long-lived assets and total assets of continuing operations, net held outside of the United States, which are located primarily in Israel, were as follows:

 

      

Other Foreign

     
  

United States

  

Countries

  

Total

 
  

(in thousands)

 

December 31, 2025

            

Long-lived assets of continuing operations, net

 $42,503  $3,765  $46,268 

Total assets of continuing operations

  383,774   4,187   387,961 

December 31, 2024

            

Long-lived assets of continuing operations, net

 $44,304  $3,500  $47,804 

Total assets of continuing operations (as restated)

  357,665   4,118   361,783 

 

Long-lived assets consist of property and equipment, net, right-of-use assets, intangibles and other long-term assets.

 

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GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
  
 

 

Note 21 — Quarterly Financial Data (Unaudited)

 

The Company is presenting the restated unaudited interim condensed consolidated financial information for each of the previously reported quarters during the years ended December 31, 2025 and 2024 and for the year-to-date periods then ended. See Note 1 — Restatement of Previously Issued Financial Statements for additional information on the Restatement.

 

The following table summarizes the effect of the errors on the Company’s consolidated balance sheets as of  March 31, 2025 and 2024 (see Note 1 — Restatement of Previously Issued Financial Statements):

 

  

March 31

  

March 31

 

(in thousands)

 

2025

  

2025

  

2025

  

2024

  

2024

  

2024

 
  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

 
                         

Cash and cash equivalents

 $112,544  $89,273  $201,817  $106,560  $51,837  $158,397 

Restricted cash—short-term

  27,178   (19,169)  8,009   9,918   (6,296)  3,622 

Total current assets

  238,508   70,104   308,612   227,823   45,541   273,364 

Restricted cash—long-term

  70,104   (70,104)  —   45,541   (45,541)  — 

Deferred income tax assets, net

  7,055   (1,432)  5,623   5,200   (781)  4,419 

Total assets

  384,378   (1,432)  382,946   328,304   (781)  327,523 
                         

Income taxes payable

  13,596   22,469   36,065   9,614   12,274   21,888 

Current captive insurance liability

  9,236   (9,236)  —   583   (583)  — 

Total current liabilities

  117,317   13,233   130,550   100,585   11,691   112,276 

Noncurrent captive insurance liability

  70,104   (70,104)  —   45,541   (45,541)  — 

Total liabilities

  196,988   (56,871)  140,117   148,889   (33,850)  115,039 
                         

Retained earnings

  73,178   55,439   128,617   66,198   33,069   99,267 

Total Genie Energy Ltd. stockholders’ equity

  198,006   55,439   253,445   192,856   33,069   225,925 

Total equity

  187,390   55,439   242,829   179,415   33,069   212,484 

Total liabilities and equity

  384,378   (1,432)  382,946   328,304   (781)  327,523 

 

The following table summarizes the effect of the errors on the specific line items in the Company’s previously reported statements of  operations for the three months ended March 31, 2025 and 2024 (see Note 1 — Restatement of Previously Issued Financial Statements):

 

  

Three months ended March 31

  

Three months ended March 31

 

(in thousands, except per share data)

 

2025

  

2025

  

2025

  

2024

  

2024

  

2024

 
  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

 
                         

Provision for captive insurance liability

 $645  $(645) $—  $1,036  $(1,036) $— 

Income from operations

  12,831   645   13,476   9,849   1,036   10,885 

Income before income taxes

  14,785   645   15,430   11,354   1,036   12,390 

Provision for income taxes

  4,380   832   5,212   2,920   673   3,593 

Net income from continuing operations

  10,405   (187)  10,218   8,434   363   8,797 

Net income

  10,301   (187)  10,114   8,169   363   8,532 

Net income attributable to Genie Energy Ltd.

  10,630   (187)  10,443   8,123   363   8,486 

Net income attributable to Genie Energy Ltd. common stockholders

  10,630   (187)  10,443   8,123   363   8,486 
                         

Income from continuing operations attributable to Genie Energy Ltd. common stockholders

  10,734   (187)  10,547   8,388   363   8,751 
                         

Basic earnings per share from continuing operations attributable to Genie Energy Ltd. common stockholders

  0.40   —   0.40   0.31   0.02   0.33 

Basic earnings per share attributable to Genie Energy Ltd. common stockholders

  0.40   —   0.40   0.30   0.02   0.32 

Diluted earnings per share from continuing operations attributable to Genie Energy Ltd. common stockholders

  0.40   —   0.40   0.31   0.01   0.32 

Diluted earnings per share attributable to Genie Energy Ltd. common stockholders

  0.40   —   0.40   0.30   0.01   0.31 

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

The following table summarizes the effect of the errors on the specific line items in the Company’s previously reported consolidated balance sheets as of  June 30, 2025 and 2024 (see Note 1 — Restatement of Previously Issued Financial Statements):

 

  

June 30

  

June 30

 

(in thousands)

 

2025

  

2025

  

2025

  

2024

  

2024

  

2024

 
  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

 
                         

Cash and cash equivalents

 $105,423  $87,092  $192,515  $122,342  $51,512  $173,854 

Restricted cash—short-term

  25,267   (16,791)  8,476   9,178   (5,112)  4,066 

Total current assets

  230,746   70,301   301,047   216,128   46,400   262,528 

Restricted cash—long-term

  70,301   (70,301)  —   46,400   (46,400)  — 

Deferred income tax assets, net

  7,055   (1,432)  5,623   5,209   (781)  4,428 

Total assets

  383,092   (1,432)  381,660   322,783   (781)  322,002 
                         

Income taxes payable

  7,819   23,213   31,032   9,062   12,852   21,914 

Current captive insurance liability

  9,304   (9,304)  —   364   (364)  — 

Total current liabilities

  115,728   13,909   129,637   83,380   12,488   95,868 

Noncurrent captive insurance liability

  70,301   (70,301)  —   46,400   (46,400)  — 

Total liabilities

  195,926   (56,392)  139,534   133,229   (33,912)  99,317 
                         

Retained earnings

  73,990   54,960   128,950   73,779   33,131   106,910 

Total Genie Energy Ltd. stockholders’ equity

  197,039   54,960   251,999   202,078   33,131   235,209 

Total equity

  187,166   54,960   242,126   189,554   33,131   222,685 

Total liabilities and equity

  383,092   (1,432)  381,660   322,783   (781)  322,002 

 

The following table summarizes the effect of the errors on the specific line items in the Company’s previously reported statements of  operations for the three and nine months ended June 30, 2025 and 2024 (see Note 1 — Restatement of Previously Issued Financial Statements):

 

  

Three months ended June 30

  

Three months ended June 30

  

Six months ended June 30

  

Six months ended June 30

 

(in thousands, except per share data)

 

2025

  

2025

  

2025

  

2024

  

2024

  

2024

  

2025

  

2025

  

2025

  

2024

  

2024

  

2024

 
  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

 
                                                 

Provision for captive insurance liability

 $265  $(265) $—  $640  $(640) $—  $910  $(910) $—  $1,676  $(1,676) $— 

Income from operations

  2,003   265   2,268   10,563   640   11,203   14,834   910   15,744   20,412   1,676   22,088 

Income before income taxes

  3,899   265   4,164   12,966   640   13,606   18,684   910   19,594   24,320   1,676   25,996 

Provision for income taxes

  1,079   743   1,822   3,465   577   4,042   5,458   1,576   7,034   6,385   1,250   7,635 

Net income from continuing operations

  2,820   (478)  2,342   9,501   63   9,564   13,226   (666)  12,560   17,935   426   18,361 

Net income

  2,867   (478)  2,389   9,356   63   9,419   13,169   (666)  12,503   17,525   426   17,951 

Net income attributable to Genie Energy Ltd.

  2,822   (478)  2,344   9,612   63   9,675   13,453   (666)  12,787   17,735   426   18,161 

Net income attributable to Genie Energy Ltd. common stockholders

  2,822   (478)  2,344   9,612   63   9,675   13,453   (666)  12,787   17,735   426   18,161 
                                                 

Income from continuing operations attributable to Genie Energy Ltd. common stockholders

  2,775   (478)  2,297   9,757   63   9,820   13,510   (666)  12,844   18,145   426   18,571 
                                                 

Basic earnings per share from continuing operations attributable to Genie Energy Ltd. common stockholders

  0.11   (0.02)  0.09   0.37   —   0.37   0.51   (0.02)  0.49   0.68   0.02   0.70 

Basic earnings per share attributable to Genie Energy Ltd. common stockholders

  0.11   (0.02)  0.09   0.36   —   0.36   0.51   (0.02)  0.49   0.66   0.02   0.68 

Diluted earnings per share from continuing operations attributable to Genie Energy Ltd. common stockholders

  0.11   (0.02)  0.09   0.37   —   0.37   0.51   (0.03)  0.48   0.67   0.02   0.69 

Diluted earnings per share attributable to Genie Energy Ltd. common stockholders

  0.11   (0.02)  0.09   0.36   —   0.36   0.51   (0.03)  0.48   0.65   0.02   0.67 

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 
The following table summarizes the effect of the errors on the specific line items in the Company’s previously reported consolidated balance sheets as of  September 30, 2025 and 2024 (see Note 1 — Restatement of Previously Issued Financial Statements):
 
  

September 30

  

September 30

 

(in thousands)

 

2025

  

2025

  

2025

  

2024

  

2024

  

2024

 
  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

 
                         

Cash and cash equivalents

 $109,280  $87,522  $196,802  $136,295  $51,177  $187,472 

Restricted cash—short-term

  26,194   (16,844)  9,350   7,686   (3,906)  3,780 

Total current assets

  238,171   70,678   308,849   227,663   47,271   274,934 

Restricted cash—long-term

  70,678   (70,678)  —   47,271   (47,271)  — 

Deferred income tax assets, net

  7,055   (1,432)  5,623   5,197   (781)  4,416 

Total assets

  394,122   (1,432)  392,690   341,681   (781)  340,900 
                         

Income taxes payable

  10,259   24,017   34,276   12,988   13,528   26,516 

Current captive insurance liability

  9,392   (9,392)  —   487   (487)  — 

Total current liabilities

  124,919   14,625   139,544   88,825   13,041   101,866 

Noncurrent captive insurance liability

  70,678   (70,678)  —   47,271   (47,271)  — 

Total liabilities

  205,299   (56,053)  149,246   141,395   (34,230)  107,165 
                         

Retained earnings

  78,734   54,621   133,355   81,959   33,449   115,408 

Total Genie Energy Ltd. stockholders’ equity

  198,807   54,621   253,428   211,099   33,449   244,548 

Total equity

  188,823   54,621   243,444   200,286   33,449   233,735 

Total liabilities and equity

  394,122   (1,432)  392,690   341,681   (781)  340,900

 

 

The following table summarizes the effect of the errors on the specific line items in the Company’s previously reported statements of operations for the three and nine months ended September 30, 2025 and 2024 (see Note 1 — Restatement of Previously Issued Financial Statements):
 
  

Three months ended September 30

  

Three months ended September 30

  

Nine months ended September 30

  

Nine months ended September 30

 

(in thousands, except per share data)

 

2025

  

2025

  

2025

  

2024

  

2024

  

2024

  

2025

  

2025

  

2025

  

2024

  

2024

  

2024

 
  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

 
                                                 

Provision for captive insurance liability

 $465  $(465) $—  $991  $(991) $—  $1,370  $(1,370) $—  $2,667  $(2,667) $— 

Income from operations

  6,934   465   7,399   11,676   991   12,667   21,768   1,370   23,138   32,087   2,667   34,754 

Income before income taxes

  9,204   465   9,669   14,178   991   15,169   27,889   1,370   29,259   38,498   2,667   41,165 

Provision for income taxes

  2,469   804   3,273   3,924   674   4,598   7,928   2,380   10,308   10,309   1,924   12,233 

Net income from continuing operations

  6,735   (339)  6,396   10,254   317   10,571   19,961   (1,010)  18,951   28,189   743   28,932 

Net income

  6,730   (339)  6,391   10,229   317   10,546   19,899   (1,010)  18,889   27,754   743   28,497 

Net income attributable to Genie Energy Ltd.

  6,743   (339)  6,404   10,199   317   10,516   20,196   (1,010)  19,186   27,933   743   28,676 

Net income attributable to Genie Energy Ltd. common stockholders

  6,743   (339)  6,404   10,199   317   10,516   20,196   (1,010)  19,186   27,933   743   28,676 
                                                 

Income from continuing operations attributable to Genie Energy Ltd. common stockholders

  6,748   (339)  6,409   10,224   317   10,541   20,258   (1,010)  19,248   28,368   743   29,111 
                                                 

Basic earnings per share from continuing operations attributable to Genie Energy Ltd. common stockholders

  0.26   (0.01)  0.25   0.38   0.02   0.40   0.77   (0.04)  0.73   1.06   0.03   1.09 

Basic earnings per share attributable to Genie Energy Ltd. common stockholders

  0.26   (0.01)  0.25   0.38   0.02   0.40   0.77   (0.04)  0.73   1.04   0.03   1.07 

Diluted earnings per share from continuing operations attributable to Genie Energy Ltd. common stockholders

  0.26   (0.01)  0.25   0.38   0.01   0.39   0.76   (0.04)  0.72   1.04   0.03   1.07 

Diluted earnings per share attributable to Genie Energy Ltd. common stockholders

  0.26   (0.01)  0.25   0.38   0.01   0.39   0.76   (0.04)  0.72   1.03   0.03   1.06 

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

The following table summarizes the effect of the errors on the specific line items in the Company’s previously reported statements of cash flows for the three months ended March 31, 2025 and 2024 (see Note 1 — Restatement of Previously Issued Financial Statements):

 

  

For the three months ended March 31,

  

For the three months ended March 31,

 

(in thousands)

 

2025

  

2025

  

2025

  

2024

  

2024

  

2024

 
  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

 
                         

Net income

 $10,301  $(187) $10,114  $8,169  $363  $8,532 

Adjustments to reconcile net income to net cash provided by operating activities:

                        

Provision for captive insurance liability

  645   (645)  —   1,036   (1,036)  — 

Changes in income tax payable

  4,400   832   5,232   2,914   673   3,587 

 

The following table summarizes the effect of the errors on the specific line items in the Company’s previously reported statements of cash flows for the six months ended June 30, 2025 and 2024 (see Note 1 — Restatement of Previously Issued Financial Statements):

 

  

For the six months ended June 30,

  

For the six months ended June 30,

 

(in thousands)

 

2025

  

2025

  

2025

  

2024

  

2024

  

2024

 
  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

 
                         

Net income

 $13,169  $(666) $12,503  $17,525  $426  $17,951 

Adjustments to reconcile net income to net cash provided by operating activities:

                        

Provision for captive insurance liability

  910   (910)  —   1,676   (1,676)  — 

Changes in income tax payable

  (1,377)  1,576   199   2,362   1,250   3,612 

 

The following table summarizes the effect of the errors on the specific line items in the Company’s previously reported statements of cash flows for the nine months ended September 30, 2025 and 2024 (see Note 1 — Restatement of Previously Issued Financial Statements):

 

  

For the nine months ended September 30,

  

For the nine months ended September 30,

 

(in thousands)

 

2025

  

2025

  

2025

  

2024

  

2024

  

2024

 
  

(As Reported)

  

(Adjustments)

  

(As Restated)

  

(As Reported)

  

(Adjustments)

  

(As Restated)

 
                         

Net income

 $19,899  $(1,010) $18,889  $27,754  $743  $28,497 

Adjustments to reconcile net income to net cash provided by operating activities:

                        

Provision for captive insurance liability

  1,370   (1,370)  —   2,667   (2,667)  — 

Changes in income tax payable

  1,064   2,380   3,444   6,289   1,924   8,213 

 

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Table of Contents
GENIE ENERGY LTD.
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
 

The table below presents selected quarterly financial data of the Company for its fiscal quarters in 2025, 2024 and 2023. 

 

                  

Net income (loss)

         
                  

attributable

         

Quarter Ended

     

Cost of

  

Income

      

to Genie

  

Earnings per common share

 

(in thousands, except per share data)

 

Revenues

  

Revenues

  

from operations

  

Net income

  

Energy Ltd.

  

Basic

  

Diluted

 

2025

                            

December 31

 $121,319  $87,766  $4,574  $4,821  $4,815  $0.17  $0.16 

September 30

  138,324   108,305   7,399*  6,391*  6,404*  0.25*  0.25 

June 30

  105,521   81,771   2,268*  2,389*  2,344*  0.09*  0.09 

March 31

  136,807   99,444   13,476*  10,114*  10,443*  0.40*  0.40 

TOTAL

 $501,971  $377,286  $27,717  $23,715  $24,006  $0.91  $0.90 

2024

                            

December 31

 $102,902  $69,447  $10,147*  $6,719 * $6,832 * $0.25 * $0.25 

September 30

  111,916   74,010   12,667*   10,546*   10,516*   0.40*   0.39 

June 30

  90,696   57,360   11,203*   9,419*   9,675*   0.36*   0.36 

March 31

  119,688   85,902   10,885*   8,532*   8,486*   0.32*   0.31 

TOTAL

 $425,202  $286,719  $44,902  $35,216  $35,509  $1.33  $1.31 

2023

                            

December 31

 $104,933  $71,291  $10,912*  $9,054*  $8,530*  $0.35*  $0.35 

September 30

  125,048   83,967   17,886*   14,198*   14,459*   0.54*   0.53 

June 30

  93,463   55,255   15,035*   15,339*   14,980*   0.58*   0.57 

March 31

  105,264   71,989   11,264*   14,392*   14,274*   0.56*   0.54 

TOTAL

 $428,708  $282,502  $55,097  $52,983  $52,243  $2.03  $1.99 

* - As Restated.    

 
 

Note 22 — Subsequent Event

 

The Company evaluated subsequent events through April 30, 2026, the date these consolidated financial statements were issued. Subsequent events not requiring recognition but requiring disclosure are described in Note 10 — Investments and Note 14 — Equity. No other subsequent events require recognition in the consolidated financial statements or additional disclosure in the notes were identified.

 
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