GNE 10-K & 10-Q changes, risk factors and insider trading

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 itsour products and services are fully compatible with theseall of the PSC's Orders. Nevertheless, compliance could impact customer acquisition, revenue and profitability. As of December 31, 2024,2025, 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, 20242025 and 2023,2024, gross revenue from New York was $59.3$56.3 million and $63.5$59.3 million, respectively.

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.

BecauseIf, as a result of severe weather event, we increase the price, because our variable pricing plan resulted in increased prices charged to customers,plans, we experiencedmay experience an increase in customer churn as utilities and fixed price REPs appeared to have more attractive pricing, although those increased churn levels have peaked.pricing. A failure to mitigate an increase in churn could result in decreases in meters served and revenues.

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 consumptions,consumption, expose us to the risk that we will incur significant unforeseen costs in performing fixed rate contracts. During the year ended December 31, 2024,2025, GRE’s revenues from meters enrolled in offerings with fixed rate characteristics constituted approximately 58.8%57.7% and 36.5%24.6% of GRE’s electric and natural gas revenues, respectively. Fixed rate products are becoming a greater part of our offering as they are currently preferred by many customers and regulators.

However, it is difficult to predict future commodity costs. Any shortfallslosses 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.

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 customerscustomers. as what occurred in Texas and Japan during January and February of 2021. Similar or increased unprecedented volatilityVolatility 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.

New markets, both domestic and international,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.

Where federal or state legislation mandates the use of renewable fuel sources, such as wind and solarsolar, 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.

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. In addition to other advantages of this agreement, we are only required to post security with BP. 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.

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 $36.6to$41.3 million as of December 31, 20242025) 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 $5.0$5.6 million as of December 31, 20242025), 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 $41.6$46.9 million as of December 31, 20242025). We believe that the Lumo Administrators' position is without merit, and we intend to vigorously defend our position.

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

We also reported in our Annual Report on Form 10-K10-K, the existence, as of December 31, 2020, of a material weakness in internal control specifically related to management's review of the income tax provision. During 2021, we implemented certain remediation measures related to the material weakness, however, we concluded that our internal control over financial reporting was ineffective as of December 31, 2021 (see Item 9A Control and Procedures in our Annual Report on Form 10-K filed on March 16, 2022). During 2022, we implemented certain additional remediation measures related to thethis material weakness and concluded that our internal control over financial reporting was effective as of December 31, 2022.2022 (see Item 9A Control and Procedures in our Annual Report on Form 10-K filed on March 15, 2023).

While we aim to work diligently to ensure a 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 andor 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.

Holders of our Class B common stock are entitled to one-tenthone- 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.

As of MarchApril 12,27, 2025,2026, 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 3,137,7643,106,560 shares of our Class B common stock, representing approximately 69.3%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.

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.

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 Securities Exchange Act of 1934,Act, including our reports on Forms 10-Q and 8-K.

GRE owns and operates retail energy providers ("REPs"), including IDT Energy, Residents Energy, Town Square Energy ("TSE"), Southern FederalFederal, 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 92.8%93.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complementary to our energy offerings, and a 96.0%91.5% interest in Diversegy, an energy procurement advisor for industrial, commercial and municipal customers.customers and a 72.2% interest Roded, a producer of high-grade plastic pallets from recycle materials.

Prior to the third quarter of 2022, the Company had a third segment, Genie Retail Energy International, or GRE International, which supplied electricity to residential and small business customers in Scandinavia. However, asAs 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 for a gross aggregate amount of €41.1 million (equivalent to approximately $41.4 million at the dates of the transactions) before fees and other costs.Sweden. The sale price is beingwas settled monthly based on the monthly commodity volume specified in the instruments from September 2022 to March 2025. The Company also entered into a series of transactions to transfer the customers of Lumo Finland and Lumo Sweden to other suppliers.

We determined that the discontinued operations in Finland and Sweden represented a strategic shift that would have a major effect on our operations and financial statements. 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, 20242025 and 2023.2024. 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 an administrator (the "Lumo Administrator").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 lossincome from discontinued operations of Lumo Finland and Lumo Sweden, net of taxes was $2.5$4.2 million and $0.4 million for the years ended December 31, 20242025 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.

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, a wholly owned subsidiary of the Company and the parent company of Lumo Finland, its directors, officers and affiliates, in which it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $36.6$41.3 million as of December 31, 20242025) 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 $5.0$5.6 million as of December 31, 20242025), 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 $41.6$46.9 million as of December 31, 20242025). We believe that the Lumo Administrator's position is without merit, and we are vigorously defending our position.

We arehave 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 $4.4$4.9 million as of December 31, 20232025) prior to the bankruptcy. TheRelated to such payment, the Lumo Administrator has also filed a recovery claim jointly against us and the supplier amounting tofor €1.6 million (equivalent to $1.7$1.9 million as of December 31, 20232025) 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 areintend challengingto challenge the Lumo Administrator'sAdministrators' 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 andto €4.0 million. Although we do not believe that we are legally obligated to pay anything,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 in theunder loss from discontinued operations, net account in the consolidated statement of operations for the year ended December 31, 2024.

GRE operates REPs that resell electricity and/or natural gas to residential and small business customers in California,nineteen Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Texasstates and Washington,Washington D.C. GRE’s revenues represented approximately 95.3%, 94.9% and 97.3%95.6% of our consolidated revenues in the years ended December 31, 2025, 2024 and 2023, respectively.

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 REPsREP's behalf for most of customersour andcustomers. certainCertain 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.

See NotesNote 16,17, Legal and Regulatory Proceedings, in the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K, which is incorporated by reference.

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 allowanceestimation forof doubtfulunbilled accounts, goodwill and income taxes.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 12 to the Consolidated Financial Statements in this Annual Report for a complete discussion of our significant accounting policies.

RevenuesRevenue from the Saledelivery of Electricityelectricity and/or natural gas is recognized as the customer simultaneously receives and Naturalconsumes Gasthe benefit.

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 andofferings, a 72.2% interest in Roded, a producer of high-grade plastic pallets from recycled materials.materials and a 57.0% interest in Able Minds ABA LLC ("Able Minds"), a provider of expert applied behavioral analysis therapy for children with autism.

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 MarchJune 31,30, 2026 and December 31, 2025. Lumo Sweden is continuing to liquidate its remaining assets and to settle any remaining liabilities.

Net results from discontinued operations of Lumo Sweden, net of taxes was minimal for the three and six months ended June 30, 2026 and 2025 and six months ended June 30, 2026. Net loss from discontinued operations of Lumo Sweden, net of taxes was minimal for and $0.1 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.2025.

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$40.2 million as of MarchJune 31,30, 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$5.5 million as of MarchJune 31,30, 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$45.6 million as of MarchJune 31,30, 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$4.8 million as of MarchJune 31,30, 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$1.8 million as of MarchJune 31,30, 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.

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%93.8% and 96.8%94.1% of our consolidated revenues for the three months ended June 30, 2026 and 2025, respectively and 94.3% and 95.6 of our consolidated revenues in the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

Utility companies provide billing and collections services to the GRE's REPs. In addition, utility companies offer purchase of receivables, or POR, programs in most of the service territories in which GRE operates. GRE’s REPs reduce their customer credit risk by participating in POR programs for a majority of their receivables. Under the POR programs, the 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 three and six months ended MarchJune 31,30, 2026 and 2025, the associated cost was approximately 1.4% and 1.2%1.1% of GRE's revenues, respectively. At MarchJune 31,30, 2026 and December 31, 2025, 68.9%79.9% and 86.6%, respectively, of GRE’s net accounts receivable were under POR programs.

ThereThe arefollowing notable summarizes the percentage consolidated trade receivablesreceivable by customerthe only customers that equaledequal or exceededexceed 10.0% of consolidated net trade receivables at MarchJune 31,30, 2026 orand December 31, 2025.2025:

na—less than 10.0% of consolidated revenuenet intrade the periodreceivables

Three Months Ended MarchJune 31,30, 2026 Compared to Three and Six Months Ended MarchJune 31,30, 2025

Revenues. Electricity revenues decreased by 4.5%7.0% in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025. The decrease was due to a decrease in electricity consumption partially offset by an increase in the average price per kilowatt hour charged to customers in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025. Electricity consumption by GRE’s REPs' customers decreased by 19.2%17.2% in the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, reflecting 18.9%an and18.1% 0.4% decreasesdecrease in the average number of meters served andpartially offset by a 1.1% increase in the average consumption per meter, respectively.meter. The decrease in meters served was primarily driven by expiration of aggregation deals over the course of 2025. The average rate per kilowatt hour sold increased by 18.2%12.2% in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 due to general market conditions.

Natural gasElectricity revenues increaseddecreased by 24.4%5.7% in the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025. The increasedecrease was adue result ofto a 37.0%decrease in electricity consumption partially offset by an increase in the average revenueprice per thermkilowatt soldhour charged to customers in the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025,2025. due to general market conditions, partially offset by a 9.2% decrease in natural gasElectricity consumption by GRE’s REPs' customers decreased by 18.2% in the threesix months ended MarchJune 31,30, 2026, compared to the same period in 2025, reflecting 0.1%an and18.5% 9.0% decreasesdecrease in the average number of meters served andpartially averageoffset consumptionby pera meter,0.3% respectively. The decreaseincrease in the average consumption per metermeter. The decrease in meters served was primarily driven changeby expiration of aggregation deals over the course of 2025. The average rate per kilowatt hour sold increased by 15.4% in customerthe mixsix duringmonths ended June 30, 2026 compared to the periods.same period in 2025 due to general market conditions.

Other revenues in the threesix months ended MarchJune 31,30, 2025 pertains to revenues from customer termination fees from commercial customers.

Gross meter acquisitions in the three months ended MarchJune 31,30, 2026, were 84,00065,000 compared to 61,00070,000 for the same period in 2025. Gross meter acquisitions in the six months ended June 30, 2026, were 149,000 compared to 131,000 for the same period in 2025. Gross meter acquisitions for the threesix months ended MarchJune 31,30, 2026 increased compared to the same period in 2025 as we continue to increase our investments in customer acquisition efforts.

Meters served increaseddecreased by 18,0002,000 between December 31, 2025 and March 31, 2026 and June 30, 2026. The increase in the number of meters served at MarchJune 31,30, 2026 compared to December 31, 2025 is due to new sales during the three months ended MarchJune 31,30, 2026 as customer acquisition increased as discussed above.

RCEs at June 30, 2026 decreased by 9,000 compared to March 31, 2026. RCEs at June 30, 2026 increased by 25,00016,000 compared to December 31, 2025. The increasefluctuations isin RCE are due to increases in the number of meters served as discussed above.

Cost of revenues for electricity increaseddecreased in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily because of a decrease in electricity consumption by GRE’s REPs’ customers partially offset an increase in the average unit cost of electricity partially offset by the decrease in electricity consumption by GRE’s REPs’ customers.electricity. The average unit cost of electricity increased 27.5%2.3% in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 due to general market conditions. The gross margin on electricity sales decreasedincreased in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 because the unitaverage costrated ofcharged electricityto customers increased more than the increaseunit incost theof average rate charged to customers.electricity.

Cost of revenues for naturalelectricity gas increaseddecreased in the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily because of a decrease in electricity consumption by GRE’s REPs’ customers partially offset an increase in the average unit cost of natural gas partially offset by a decrease in natural gas consumption by GRE's REPs' customers.electricity. The average unit cost of natural gaselectricity increased 54.6%15.7% in the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025 due to general market conditions. GrossThe gross margin on natural gaselectricity sales slightly decreased in the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025 because the average unit cost of natural gaselectricity increased more than the increase in the average rate charged to customers.

Selling, General and Administrative. Selling, general and administrative expenses increased by 17.7%27.0% in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily due to increases in marketing and customer acquisition costscosts, employee related expenses, and provisionPOR forprogram credit losses partially offset by a decrease in employee-related expenses.fees. Marketing and customer acquisition expenses increased by $3.7$3.9 million in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 due to an increase in metersaverage acquiredacquisition cost per meter due to changes in customer acquisition channel mix in the three months ended MarchJune 31, 2026 compared to the same period in 2025. Provision for credit losses increased by $0.2 million in the three months ended March 31,30, 2026 compared to the same period in 2025. Employee-related expenses decreasedincreased by $0.8$0.4 million in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily due to a decrease in bonus accrual. POR program fees increased by $0.3 million in the three months ended June 30, 2026 compared to the same period in 2025 primarily due to an increase in rates charged by utilities for this service. As a percentage of GRE’s total revenues, selling, general and administrative expenses increased from 14.4%17.5% in the three months ended MarchJune 31,30, 2025 to 16.6%23.4% in the three months ended MarchJune 31,30, 2026.

The GREW (formerly GES) segment is composed of our interests in Genie Solar, CityCom, RodedRoded, Diversegy and Diversegy.Able Minds. 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.

Revenues. GREW's revenues increasedremained flat in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 due to increases in revenues generated by GenieCityCom, SolarRoded and CityComAble Solar partiallyMinds offset by a decrease in revenues generated by Diversegy.Diversegy and Genie Solar. Revenues from CityCom increased by $0.3 million in the three months ended June 30, 2026 compared to the same period in 2025. Able Minds generated $0.2 million revenues in the 2026 period from its acquisition in April 2026. Revenues from Roded increased by $0.1 million in the three months ended June 30, 2026 compared to the same period in 2025 as it continued to invest in increasing its manufacturing capabilities. Genie Solar's revenues from the sale of solar panels and development of solar projects for customers, electricity generation from operational solar arrays and sale of solar panels increaseddecreased by $2.9$0.5 million in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 as the Company solddiscontinued its remaining solar panelsproject atdevelopment itsprojects carryingas costsdiscussed to reduce the level of solar panel inventories. Revenues from CityCom Solar increased by $0.4 million in the three months ended March 31, 2026 compared to the same period in 2025.above. Diversegy's revenues from commissions, entry fees and other fees decreased by $0.3$0.2 million in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025.

Cost of Revenues. The increasedecrease in the cost of revenues in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 is due to the decreases in cost of revenues from Genie Solar and Diversegy primarily due to the decrease in revenues and decrease in the cost of solar panels that are sold in Genie Solar.Solar In the three months ended March 31, 2026, we recordedas a $0.9 million charge to the costresult of revenuesprevious ofimpairment Genie Solar to write down the carrying value of solar panel inventories to the estimated net realizablein value.

Selling, General and Administrative. Selling, general and administrative expenses increased by 36.0%42.2% in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 due to increases in marketing costs, employee-related costs, consulting fees and depreciation expenses. Employee-relatedMarketing costs increased by $0.3 million in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, due to an increase in marketing activities in Genie Solar, CityCom and Able Minds. Employee-related costs increased by $0.1 million in the three months ended June 30, 2026 compared to the same period in 2025, due to an increase in the number of employees, principally at Diversegy. Consulting fees increased by $0.2 million in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 due to an increase in level of business activities. Depreciation expenses increased by $0.1 million in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 due to completion and start of operation of community solar project and new equipment used in Roded.

Corporate general and administrative expenses decreasedincreased by 6.0%20.1% in the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 due to loweran increase in accrued bonuses. As a percentage of consolidated revenues, Corporate general and administrative expenses decreasedincreased to 1.7% in the three months ended March 31, 2026 from 1.8% in the three months ended MarchJune 31,30, 2026 from 1.5% in the three months ended June 30, 2025.

Selling, general and administrative expenses. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $0.7$0.6 million in each of the three months ended MarchJune 31,30, 2026 and 2025. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $1.4 million and $1.4 million for the six months ended June 30, 2026 and 2025, respectively. At MarchJune 31,30, 2026, the aggregate unrecognized compensation cost related to non-vested stock-based compensation was $3.2$2.7 million. The unrecognized compensation cost is recognized over the expected vesting period.

Interest income. Interest income decreased in the three and six months ended MarchJune 31,30, 2026, compared to the same period in 2025 primarily due to a decrease in average balances of cash and cash equivalents and restricted cash during the periods.

Other Income, net. Other income, net increased in the three and six months ended MarchJune 31,30, 2026 and 2025 consisted primarily of gains from investments, net of losses.losses, including the sale of investment property.

Provision for Income Taxes. The change in the reported tax rate for the three and six months ended MarchJune 31,30, 2026 compared to the same periods in 2025 is mainly from the resulteffect of changesfederal investment tax credits from community solar project that started operating in the mixsecond quarter of jurisdictions in which taxable income was earned and the nature of certain deductions.2026.

Net lossIncome (Loss) from Discontinued Operations, net of tax. Loss from discontinued operations, net of tax in the three and six months ended MarchJune 31,30, 2026 and 2025 is mainly related to foreign exchange differences in Lumo Sweden during the periods.

We currently expect that our cash flow from operations and the $194.6$195.0 million balance of unrestricted and restricted cash and cash equivalents that we held at MarchJune 31,30, 2026 will be sufficient to meet our anticipated cash requirements for at least twelve months from the issuance of the financial statements included in this MarchQuarterly 31,Report 2026on Form 10-Q.

At MarchJune 31,30, 2026, we had working capital (current assets less current liabilities) of $188.4$199.6 million.

Cash, cash equivalents and restricted cash used in operating activities of continuing operations was $6.5$9.9 million in the threesix months ended MarchJune 31,30, 2026 compared to the cash provided by operating activities of $13.5$14.2 million in the threesix months ended MarchJune 31,30, 2025. The decrease in cash flows is due primarily to the fluctuation in the results of operations in the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025.

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 MarchJune 31,30, 2026, we were in compliance with such covenants. At MarchJune 31,30, 2026, restricted cash—short-term of $1.6$2.0 million and trade accounts receivable of $72.3$63.6 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $18.3$24.3 million at MarchJune 31,30, 2026.

We had purchase commitments of $131.3$129.9 million at MarchJune 31,30, 2026, of which $124.4$127.9 million was for purchases of electricity.

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 MarchJune 31,30, 2026 were $2.2 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 MarchJune 31,30, 2026, we had outstanding aggregate performance bonds of $29.5 million and $1.0 million of unused letters of credit.

Our capital expenditures decreased by $0.9$0.1 million for the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025, due to the completion of a solar development project in December 2025. Our capital expenditures are mainly for the construction of solar projects at Genie Solar. We currently anticipate that our total capital expenditures in the twelve months ending December 31, 2026 will be between $5.0 million to $10.0 million mostly related to solar projects under development at GREW.

In the threesix months ended MarchJune 31,30, 2026,2026 and 2025, we acquired nominal interests in various ventures for an aggregate amount of investments of $5.0$6.7 million.million $3.7 million, respectively.

In the threesix months ended MarchJune 31,30, 2026 and 2025, we invested minimal amount and $0.4$1.1 millionmillion, respectively, towards the improvement of an investment property we acquired in 2024.