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 weatherconditions, which may become more commonplace, may have significant direct and indirect impacts onGRE'sresults 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'sbusiness 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 onGRE'sandGREI'sbusiness 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 relatedtoregulatory 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;
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:
● Storm water or other site challenges;
● Government or utility exercise of eminent domain power or similar events;
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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Uncertaintyrelated 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.
Item1C. Cybersecurity.
Cybersecurityrisk 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 cybersecurityrisk 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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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 Average Price Publicly Announced Purchased Under the
Shares Purchased per Share Plans or Programs Plans or Programs (1)
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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,
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,
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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
Revenues:
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,
Meters at end of quarter:
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,
RCEs at end of quarter:
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
Cost of revenues:
Year ended December 31,
Gross margin percentage:
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.
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
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
(As Restated)
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
(As Restated)
Net loss attributable to noncontrolling interests 291 293 (2 ) (0.7 )
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 toNoncontrollingInterests. 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
Revenues:
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,
Meters at end of quarter:
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,
RCEs at end of quarter:
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 andGross Margin Percentage. GRE’s cost of revenues and gross margin percentage were as follows:
Year Ended December 31, Change
Cost of revenues:
Year Ended December 31,
Gross margin percentage:
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
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
(As Restated) (As Restated)
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
(As Restated) (As Restated)
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 toNoncontrollingInterests. 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,
Cash flows provided by (used in):
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:
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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
● Captive Insurance
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 ForeignJurisdictions that PreventInspections.
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 Policiesand 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:
2. Financial Statement Schedules.
(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.
19 Insider Trading Policy
21.01* Subsidiaries of the Registrant.
23.01* Consent of CBIZ CPAs, P.C.
97(5) Compensation Clawback Policy
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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
* 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
Michael Stein
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
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
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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.
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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:
/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
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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 Companyhas 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”:
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, 2026expressed 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
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GENIE ENERGY LTD.