Genie Energy Ltd. (GNE)

CIK: 0001528356. SIC: 4931 Electric & Other Services Combined. Latest 10-K as of: 2026-05-01.

SIC breadcrumb: Transportation, Communications, Electric, Gas, And Sanitary Services > Electric, Gas, And Sanitary Services > SIC 4931 Electric & Other Services Combined

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1528356. Latest filing source: 0001437749-26-014294.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001528356.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-15. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001528356.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001437749-26-017292.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-15. Report date: 2026-03-31.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the accompanying condensed consolidated financial statements and the associated notes thereto of this Quarterly Report, and the audited consolidated financial statements and the notes thereto and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K"), as filed with the U.S. Securities and Exchange Commission (or SEC).

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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, 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 below under Part II, Item IA and under Item 1A to Part I “Risk Factors” in the 2025 Form 10-K. The forward-looking statements are made as of the date of this 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 SEC pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including the 2025 Form 10-K.

Overview

We are comprised of Genie Retail Energy ("GRE") and Genie Renewables ("GREW"). 

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

GREW primarily consists of a 91.5% interest in Diversegy, our energy procurement advisor for industrial, commercial and municipal customers, 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 complimentary to our energy offerings and a 72.2% interest in Roded, a producer of high-grade plastic pallets from recycled materials.

As part of our ongoing business development efforts, we seek out new opportunities, which may include complementary operations or businesses that reflect horizontal or vertical expansion from our current operations, as well as opportunities for diversification of our operations. Some of these potential opportunities are considered briefly and others are examined in further depth. In particular, we seek out acquisitions to expand the geographic scope and size of our REP businesses.

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Discontinued Operations in Finland and Sweden

As a result of the sustained volatility of 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 fixed and was settled monthly based on the monthly commodity volume specified in the instruments between September 2022 and March 2025. 

We determined that the discontinuation of operations of Lumo Finland and Lumo Sweden represented a strategic shift that would have a major effect on our operations and financial statements and accordingly, the results of operations and related cash flows are presented as discontinued operations for all periods presented. The assets and liabilities of the discontinued operations are presented separately and reflected within assets and liabilities from discontinued operations in the accompanying condensed consolidated balance sheets as March 31, 2026 and December 31, 2025. Lumo Sweden is continuing to liquidate its remaining assets and to settle any remaining liabilities.

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

Net loss from discontinued operations of Lumo Sweden, net of taxes was minimal for and $0.1 million for the three months ended March 31, 2026 and 2025, respectively. 

On November 8, 2023, the Lumo Administrators, acting on behalf of the Lumo Finland Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, a wholly-owned subsidiary of the Company and the parent company of Lumo Finland, its directors, officers and affiliates, in which they allege that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $40.8 million as of March 31, 2026) 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 March 31, 2026), 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 $46.3 million as of March 31, 2026). We believe that the Lumo Administrators' position is without merit, and are vigorously defending its position.

The Lumo Administrators 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 March 31, 2026) prior to the bankruptcy. Related to such payment, the Lumo Administrators have filed a recovery claim jointly against us and the supplier for €1.6 million (equivalent to $1.9 million as of March 31, 2026) 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 Administrators allege that the payments represented preferential payments and therefore belong to the Bankruptcy Estate which are recoverable under the laws of Finland. We are challenging 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 in the range of €2.0 million to €4.0 million. Although we do not believe that it is 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 was included in the loss from discontinued operations, net account in the condensed consolidated statement of operations for the year ended December 31, 2024.

Legal proceedings

We periodically receive requests for information, documents and subpoenas from regulators, the majority of which are routine and related to compliance obligations. On certain occasions, a regulatory or governmental bodies may, in response to the interaction, formalize additional requests or eventually file an action or lawsuit. See Note 19, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which is incorporated by reference, for further detail on agency and regulatory proceedings.

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Genie Retail Energy

GRE operates REPs that resell electricity and/or natural gas to residential and small business customers in California. Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Texas, Rhode Island, and Washington, D.C. GRE’s revenues represented approximately 94.7% and 96.8% of our consolidated revenues in the three months ended March 31, 2026 and 2025, respectively.

Seasonality and Weather; Climate Change and Volatility in Pricing

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% and 43.0% of GRE’s natural gas revenues for the relevant years were generated in the first quarter of 2025 and 2024, 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% and 28.7% of GRE’s electricity revenues for 2025 and 2024, 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 a material impact on our margins and operations.

In addition to the direct 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 supply markets, we may also be adversely impacted by other environmental factors, including: (i) technological advances designed to promote energy efficiency and limit

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-05-01. Report date: 2025-12-31.

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

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

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

Restatement of Previously Issued Consolidated Financial Statements

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

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

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

Overview

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

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

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

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Discontinued Operations in Finland and Sweden

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

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

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

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

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

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

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

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

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Genie Retail Energy

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

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

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

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

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

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

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

Seasonality and Weather; Climate Change

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

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

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Purchase of Receivables

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

Concentration of Customers and Associated Credit Risk

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

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

December 31,

2025

2024

Customer A

na

13.2

%

na—less than 10.0% of consolidated net trade receivables

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

Year ended December 31,

2025

2024

2023

Customer A

11.2

%

20.0

%

18.5

%

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Legal Proceedings

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

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

Agency and Regulatory Proceedings 

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

Revenue Recognition

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

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

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

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Table of Contents

RECENTLY ISSUED ACCOUNTING STANDARDS

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

RESULTS OF OPERATIONS

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

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

Genie Retail Energy Segment

Year ended December 31,

Change

(amounts in thousands)

2025

2024

$

%

Revenues:

Electricity

$

412,782

$

350,514

$

62,268

17.8

%

Natural gas

65,667

52,101

13,566

26.0

Others

3

725

(722

)

(99.6

)

Total revenues

478,452

403,340

75,112

18.6

Cost of revenues

359,912

271,191

88,721

32.7

Gross profit

118,540

132,149

(13,609

)

(10.3

)

Selling, general and administrative

74,318

75,604

(1,286

)

(1.7

)

Income from operations

$

44,222

$

56,545

$

(12,323

)

(21.8

)

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

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

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

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

December 31,

September 30,

June 30,

March 31,

December 31,

(in thousands)

2025

2025

2025

2025

2024

Meters at end of quarter:

Electricity customers

258

316

332

325

333

Natural gas customers

88

86

87

88

90

Total meters

346

402

419

413

423

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

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

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

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

December 31,

September 30,

June 30,

March 31,

December 31,

(in thousands)

2025

2025

2025

2025

2024

RCEs at end of quarter:

Electricity customers

250

318

332

318

319

Natural gas customers

79

78

82

84

80

Total RCEs

329

396

414

402

399

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

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

Year ended December 31,

Change

(amounts in thousands)

2025

2024

$

%

Cost of revenues:

Electricity

$

317,515

$

238,054

$

79,461

33.4

%

Natural gas

42,397

32,472

9,925

30.6

Others

—

665

(665

)

(100.0

)

Total cost of revenues

$

359,912

$

271,191

$

88,721

32.7

%

Year ended December 31,

2025

2024

Change

Gross margin percentage:

Electricity

23.1

%

32.1

%

(9.0

)%

Natural gas

35.4

%

37.7

%

(2.2

)%

Others

100.0

%

8.3

%

91.7

%

Total gross margin percentage

24.8

%

32.8

%

(8.0

)%

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

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

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

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

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Table of Contents

Genie Renewables

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

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

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

Affected Balance Sheet Account

Location of Loss Recognized in Statement of Operations

Amount of Loss

Inventories

Cost of revenues

$

1,254

Trade accounts receivables, net

Provision for credit losses

154

Prepaid expenses

Impairment of assets

200

Construction in progress

Impairment of assets

415

Other intangibles, net

Impairment of assets

201

Other assets

Impairment of assets

785

Year ended December 31,

Change

(amounts in thousands)

2025

2024

$

%

Revenue

$

23,519

$

21,862

$

1,657

7.6

%

Cost of revenue

17,374

15,528

1,846

11.9

Gross profit

6,145

6,334

(189

)

(3.0

)

Selling, general and administrative expenses

11,578

9,124

2,454

26.9

Impairment of assets

1,642

185

1,457

787.6

Loss from operations

$

(7,075

)

$

(2,975

)

$

(4,100

)

137.8

%

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

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

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

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

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Table of Contents

Corporate

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

Year ended December 31,

Change

(amounts in thousands)

2025

2024

$

%

(As Restated)

General and administrative expenses and loss from operations

$

9,430

$

8,668

$

762

8.8

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

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Table of Contents

Consolidated

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

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

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

Year ended December 31,

Change

(amounts in thousands)

2025

2024

$

%

(As Restated)

Income from operations

$

27,717

$

44,902

$

(17,185

)

(38.3

)%

Interest income

7,715

7,072

643

9.1

Interest expense

(670

)

(464

)

(206

)

44.4

Gain on investments and other, net

1,379

1,971

(592

)

(30.0

)

Provision for income taxes

(8,262

)

(15,358

)

7,096

(46.2

)

Net income from continuing operations

27,879

38,123

(10,244

)

(26.9

)

Income (loss) from discontinued operations, net of tax

(4,164

)

(2,907

)

(1,257

)

43.2

Net income

23,715

35,216

(11,501

)

(32.7

)

Net loss attributable to noncontrolling interests

291

293

(2

)

(0.7

)

Net income attributable to Genie Energy Ltd.

$

24,006

$

35,509

$

(11,503

)

(32.4

)%

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

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

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

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

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

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Table of Contents

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

Year Ended December 31,

Change

(amounts in thousands)

2024

2023

$

%

Revenues:

Electricity

350,514

350,779

(265

)

(0.1

)

Natural gas

52,101

55,988

(3,887

)

(6.9

)

Others

725

3,112

(2,387

)

(76.7

)

Total revenues

403,340

409,879

(6,539

)

(1.6

)

Cost of revenues

271,191

266,519

4,672

1.8

Gross profit

132,149

143,360

(11,211

)

(7.8

)

Selling, general and administrative

75,604

71,449

4,155

5.8

Income from operations

56,545

71,911

(15,366

)

(21.4

)

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

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

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

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

December 31,

September 30,

June 30,

March 31,

December 31,

(in thousands)

2024

2024

2024

2024

2023

Meters at end of quarter:

Electricity customers

333

311

278

281

279

Natural gas customers

90

88

84

83

82

Total RCEs

423

399

362

364

361

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

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

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

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

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Table of Contents

December 31,

September 30,

June 30,

March 31,

December 31,

(in thousands)

2024

2024

2024

2024

2023

RCEs at end of quarter:

Electricity customers

319

301

267

267

272

Natural gas customers

80

79

78

81

88

Total RCEs

399

380

345

348

360

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

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

Year Ended December 31,

Change

(amounts in thousands)

2024

2023

$

%

Cost of revenues:

Electricity

$

238,054

$

218,631

$

19,423

8.9

%

Natural gas

32,472

45,205

(12,733

)

(28.2

)

Others

665

2,683

(2,018

)

(75.2

)

Total cost of revenues

$

271,191

$

266,519

$

4,672

1.8

%

Year Ended December 31,

2024

2023

Change

Gross margin percentage:

Electricity

32.1

%

37.7

%

(5.6

)%

Natural gas

37.7

%

19.3

%

18.4

%

Others

8.3

%

13.8

%

(5.5

)%

Total gross margin percentage

32.8

%

35.0

%

(2.2

)%

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

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

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

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

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Table of Contents

Genie Renewables

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

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

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

Year Ended December 31,

Change

(amounts in thousands)

2024

2023

$

%

Revenue

$

21,862

$

18,829

$

3,033

16.1

%

Cost of revenue

15,528

15,983

(455

)

(2.8

)

Gross profit

6,334

2,846

3,488

122.6

Selling, general and administrative expenses

9,124

8,635

489

5.7

Loss from operations

$

(2,975

)

$

(5,789

)

$

2,814

(48.6

)%

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

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

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

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

Corporate

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

Year Ended December 31,

Change

(amounts in thousands)

2024

2023

$

%

(As Restated)

(As Restated)

General and administrative expenses and loss from operations

$

8,668

$

11,025

(2,357

)

(21.4

)

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

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Consolidated

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

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

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

Year Ended December 31,

Change

(amounts in thousands)

2024

2023

$

%

(As Restated)

(As Restated)

Income from operations

$

44,902

$

55,097

$

(10,195

)

(18.5

)%

Interest income

7,072

5,076

1,996

39.3

Interest expense

(464

)

(99

)

(365

)

368.7

Gain on investments and others, net

1,971

3,122

(1,151

)

(36.9

)

Provision for income taxes

(15,358

)

(16,622

)

1,264

(7.6

)

Net income from continuing operations

38,123

46,574

(8,451

)

(18.1

)

Income from discontinued operations, net of tax

(2,907

)

6,409

(9,316

)

(145.4

)

Net income

35,216

52,983

(17,767

)

(33.5

)

Net (income) loss attributable to noncontrolling interests

293

(740

)

1,033

(139.6

)

Net income attributable to Genie Energy Ltd.

$

35,509

$

52,243

$

(16,734

)

(32.0

)%

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

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

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

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

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

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

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LIQUIDITY AND CAPITAL RESOURCES 

General

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

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

Year ended December 31,

(amounts in thousands)

2025

2024

2023

Cash flows provided by (used in):

Operating activities

$

44,061

$

60,261

$

50,938

Investing activities

(15,346

)

(16,037

)

(10,005

)

Financing activities

(19,144

)

(15,750

)

(15,150

)

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

(51

)

7

(67

)

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

9,520

28,481

25,716

Cash flows provided by discontinued operations

2,274

10,481

35,185

Increase in cash, cash equivalents and restricted cash

$

11,794

$

38,962

$

60,901

Operating Activities

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

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

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

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

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

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

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

Investing Activities

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

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

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

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

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

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

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

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

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

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

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

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Financing Activities

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

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

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

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

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

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

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

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

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

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

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

Cash flows from discontinued operations

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

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ENVIRONMENTAL MATTERS

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