Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

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, a 76.3% interest in Roded, a producer of high-grade plastic pallets from recycled materials and a 61.1% interest in Able Minds ABA LLC ("Able Minds"), a provider of expert applied behavioral analysis therapy for children with autism.

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.

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 September 30, 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 results from discontinued operations of Lumo Sweden, net of taxes was $0.1 million and minimal amount for the three months ended September 30, 2026 and 2025, respectively. Net results from discontinued operations of Lumo Sweden, net of taxes was $0.2 million and $0.1 million for the nine months ended September 30, 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 $39.9 million as of September 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 $5.4 million as of September 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 $45.3 million as of September 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 $4.8 million as of September 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 $1.8 million as of September 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 in the asserted claim). 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.

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 94.9% and 95.7% of our consolidated revenues for the three months ended September 30, 2026 and 2025, respectively and 94.5% and 95.7%of our consolidated revenues in the nine months ended September 30, 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 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.

Purchase of Receivables and Concentration of Credit Risk

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 nine months ended September 30, 2026 and 2025, the associated cost was approximately 1.6% and 1.1% of GRE's revenues, respectively. At September 30, 2026 and December 31, 2025, 75.7% and 86.6%, respectively, of GRE's net accounts receivable were under POR programs.

Non-POR receivables will generally have higher collection risks than those covered by POR programs, and our reserve for credit losses will generally increase when the portion of our sales in non-POR territories increases.

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 which 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 consolidated trade receivable by the only customers that equal or exceed 10.0% of consolidated net trade receivables at September 30, 2026 and December 31, 2025:

		September 30, 2026				December 31, 2025
Customer A			10.8	%		na

na-less than 10.0% of consolidated net trade receivables

The following table summarizes the percentage of revenues by the only customer that equaled or exceeded 10.0% of consolidated revenues for the three and nine months ended September 30, 2026 or 2025:

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Customer B			10.2	%			11.4	%			10.1	%			11.7	%
Customer C			na				10.3	%			na				na

Customers A, B and C are utility companies offering POR program.

Critical Accounting Estimates

Our condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our significant accounting policies are described in Note 2 to our consolidated financial statements included in the 2025 Form 10-K. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require the 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. Actual results may differ from these estimates under different assumptions or conditions. For additional discussion of our critical accounting policies, see our Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2025 Form 10-K.

Recently Issued Accounting Standards

Information regarding new accounting pronouncements is included in Note 21-Recently Issued Accounting Standards, in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which is incorporated by reference.

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 our condensed consolidated results of operations.

Three Months Ended September 30, 2026 Compared to Three and Nine Months Ended September 30, 2025

Genie Retail Energy Segment

The year-over-year increase in GRE's income from operations were driven by gross margin expansion. The increase in selling, general and administrative expense primarily reflected higher customer acquisition spending resulting from a shift in the sales mix to certain high value customer segments with higher costs of acquisition.

		Three Months Ended September 30,								Change								Nine Months Ended September 30,								Change
(amounts in thousands)		2026				2025				$				%				2026				2025				$				%
Revenues:
Electricity			113,224				126,575				(13,351	)			(10.5	)			296,186				320,523				(24,337	)			(7.6	)
Natural gas			7,591				5,795				1,796				31.0				53,523				43,312				10,211				23.6
Other			-				-				-				nm				-				3				(3	)			nm
Total revenues			120,815				132,370				(11,555	)			(8.7	)			349,709				363,838				(14,129	)			(3.9	)
Cost of revenues			83,333				104,807				(21,474	)			(20.5	)			252,824				279,052				(26,228	)			(9.4	)
Gross profit			37,482				27,563				9,919				36.0				96,885				84,786				12,099				14.3
Selling, general and administrative expenses			22,597				17,404				5,193				29.8				67,052				53,792				13,260				24.7
Income from operations		$	14,885			$	10,159			$	4,726				46.5			$	29,833			$	30,994			$	(1,161	)			(3.7	)

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Revenues. Electricity revenues decreased by 10.5% in the three months ended September 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 September 30, 2026 compared to the same period in 2025. Electricity consumption by GRE's REPs' customers decreased by 18.1% in the three months ended September 30, 2026, compared to the same period in 2025, reflecting a 20.0% decrease in the average number of meters served partially offset by a 2.3% increase in the average consumption per 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 9.3% in the three months ended September 30, 2026 compared to the same period in 2025 due to general market conditions.

Electricity revenues decreased by 7.6% in the nine months ended September 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 nine months ended September 30, 2026 compared to the same period in 2025. Electricity consumption by GRE's REPs' customers decreased by 18.2% in the nine months ended September 30, 2026, compared to the same period in 2025, reflecting a 19.0% decrease in the average number of meters served partially offset by a 1.0% increase in the average consumption per 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 13.0% in the nine months ended September 30, 2026 compared to the same period in 2025 due to general market conditions.

Natural gas revenues increased by 31.0% in the three months ended September 30, 2026 compared to the same period in 2025. The increase was the result of a 35.4% increase in average revenue per therm sold in the three months ended September 30, 2026 compared to the same period in 2025, due to general market conditions, partially offset by a 3.3% decrease in natural gas consumption by GRE's REPs' customers in the three months ended September 30, 2026, compared to the same period in 2025, reflecting a 14.6% decrease in the average consumption per meter partially offset by a 13.2% increase in the average number of meters served. The decrease in the average consumption per meter was driven change in customer mix during the periods.

Natural gas revenues increased by 23.6% in the nine months ended September 30, 2026 compared to the same period in 2025. The increase was the result of a 36.6% increase in average revenue per therm sold in the nine months ended September 30, 2026 compared to the same period in 2025, due to general market conditions, partially offset by a 9.5% decrease in natural gas consumption by GRE's REPs' customers in the nine months ended September 30, 2026, compared to the same period in 2025, reflecting a 15.2% decrease in the average consumption per meter partially offset by a 6.7% increase in the average number of meters served. The decrease in the average consumption per meter was driven change in customer mix during the periods.

Other revenues in the nine months ended September 30, 2025 pertains to revenues from termination fees from commercial customers.

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

(in thousands)		September 30, 2026				June 30, 2026				March 31, 2026				December 31, 2025				September 30, 2025
Meters at end of quarter:
Electricity customers			252				267				272				258				316
Natural gas customers			99				95				92				88				86
Total meters			351				362				364				346				402

Gross meter acquisitions in the three months ended September 30, 2026, were 61,000 compared to 47,000 for the same period in 2025. Gross meter acquisitions in the nine months ended September 30, 2026, were 210,000 compared to 178,000 for the same period in 2025. Gross meter acquisitions for the three and nine months ended September 30, 2026 increased compared to the same period in 2025 as we continued to increase our investment in customer acquisition efforts.

Meters served decreased by 11,000 between June 30, 2026 and September 30, 2026 due to higher average churn, including expiration of certain aggregation deals in the three months ended September 30, 2026 compared to the meter acquisitions. The increase in the number of meters served at September 30, 2026 compared to December 31, 2025 is due to new sales during the nine months ended September 30, 2026 as customer acquisition increased as discussed above.

In the three months ended September 30, 2026, average monthly churn increased to 6.3% compared to 5.1% for the same period in 2025. In the nine months ended September 30, 2026, average monthly churn increased to 6.0% compared to 5.1% for the same period in 2025. The increases are due to new sales in 2026 failing to fully replace those lost to churn during the period.

The average rates of annualized energy consumption by GRE's REPs' customers, as measured by 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.

(in thousands)		September 30, 2026				June 30, 2026				March 31, 2026				December 31, 2025				September 30, 2025
RCEs at end of quarter:
Electricity customers			258				265				273				250				318
Natural gas customers			79				80				81				79				78
Total RCEs			337				345				354				329				396

RCEs at September 30, 2026 decreased by 8,000 compared to June 30, 2026. RCEs at September 30, 2026 increased by 8,000 compared to December 31, 2025. The fluctuations in RCE are due to fluctuations in the number of meters served as discussed above.

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

		Three Months Ended September 30,								Change								Nine Months Ended September 30,								Change
(amounts in thousands)		2026				2025				$				%				2026				2025				$				%
Cost of revenues:
Electricity		$	78,714			$	97,698			$	(18,984	)			(19.4	)		$	219,210			$	246,267			$	(27,057	)			(11.0	)
Natural gas			4,619				7,109				(2,490	)			(35.0	)			33,614				32,785				829				2.5
Other			-				-				-				nm				-				-				-				nm
Total cost of revenues		$	83,333			$	104,807			$	(21,474	)			(20.5	)		$	252,824			$	279,052			$	(26,228	)			(9.4	)

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		Three Months Ended September 30,												Nine Months Ended September 30,
(amounts in thousands)		2026				2025				Change				2026				2025				Change
Gross margin percentage:
Electricity			30.5	%			22.8	%			7.7				26.0	%			23.2	%			2.8
Natural gas			39.2				(22.7	)			61.8				37.2				24.3				12.9
Other			-				-				-				-				-				-
Total gross margin percentage			31.0	%			20.8	%			10.2				27.7	%			23.3	%			4.4

Cost of revenues for electricity decreased in the three months ended September 30, 2026 compared to the same period in 2025 primarily because of decreases in electricity consumption by GRE's REPs' customers and the average unit cost of electricity. The average unit cost of electricity decreased 1.6% in the three months ended September 30, 2026 compared to the same period in 2025 due to general market conditions. The gross margin on electricity sales increased in the three months ended September 30, 2026 compared to the same period in 2025 because the average rated charged to customers increased more than the unit cost of electricity.

Cost of revenues for electricity decreased in the nine months ended September 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. The average unit cost of electricity increased 8.8% in the nine months ended September 30, 2026 compared to the same period in 2025 due to general market conditions. The gross margin on electricity sales increased in the nine months ended September 30, 2026 compared to the same period in 2025 because the unit cost of electricity increased more than the increase in the average rate charged to customers.

Cost of revenues for natural gas decreased in the three months ended September 30, 2026 compared to the same period in 2025 primarily because of decreases in natural gas consumption by GRE's REPs' customers and the average unit cost of natural gas. The average unit cost of natural gas decreased 32.8% in the three months ended September 30, 2026 compared to the same period in 2025 due to general market conditions. Gross margin on natural gas sales increased in the three months ended September 30, 2026 compared to the same period in 2025 because the average rated charged to customers increased while the unit cost of natural gas decreased.

Cost of revenues for natural gas increased in the nine months ended September 30, 2026 compared to the same period in 2025 primarily because of an increase in the average unit cost of natural gas partially offset by a decrease in natural gas consumption by GRE's REPs' customers. The average unit cost of natural gas increased 13.3% in the nine months ended September 30, 2026 compared to the same period in 2025 due to general market conditions. Gross margin on natural gas sales increased in the nine months ended September 30, 2026 compared to the same period in 2025 because the average rate charged to customers increased more than the average unit cost of natural gas.

Selling, General and Administrative. Selling, general and administrative expenses increased by 29.8% in the three months ended September 30, 2026 compared to the same period in 2025 primarily due to increases in marketing and customer acquisition costs, employee related expenses, and POR program fees. Marketing and customer acquisition expenses increased by $3.5 million in the three months ended September 30, 2026 compared to the same period in 2025 due to an increase in average acquisition cost per meter due to changes in customer acquisition channel mix in the three months ended September 30, 2026 compared to the same period in 2025. Employee-related expenses increased by $0.4 million in the three months ended September 30, 2026 compared to the same period in 2025 primarily due to an increase in bonus accrual. POR program fees increased by $0.5 million in the three months ended September 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 13.1% in the three months ended September 30, 2025 to 18.7% in the three months ended September 30, 2026.

Selling, general and administrative expenses increased by 24.7% in the nine months ended September 30, 2026 compared to the same period in 2025 primarily due to increases in marketing and customer acquisition costs, provision for credit losses and POR program fees partially offset by a decrease in management fee. Marketing and customer acquisition expenses increased by $11.1 million in the nine months ended September 30, 2026 compared to the same period in 2025 due to an increase average acquisition cost per meter due to changes in customer acquisition channel mix in the nine months ended September 30, 2026 compared to the same period in 2025. Provision for credit losses increased by $0.6 million in the nine months ended September 30, 2026 compared to the same period in 2025 primarily due to increase in revenues in non-POR markets. POR program fees increased by $1.2 million in the nine months ended September 30, 2026 compared to the same period in 2025 primarily due to an increase in rates charged by utilities for this service. Management fee decreased by $0.6 million in the nine months ended September 30, 2026 compared to the same period in 2025 primarily due to decrease in management fee for Mirabito as a result of decrease in income from operations of Mirabito. As a percentage of GRE's total revenues, selling, general and administrative expenses increased from 14.8% in the nine months ended September 30, 2025 to 19.2% in the nine months ended September 30, 2026.

Genie Renewables Segment

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

In April 2026, we increased our stake in Able Minds to 57.0%, giving us controlling interest. Able Minds is a provider of expert applied behavioral analysis therapy for children with autism.

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 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 value 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.

		Three Months Ended September 30,								Change								Nine Months Ended September 30,								Change
(amounts in thousands)		2026				2025				$				%				2026				2025				$				%
Revenues		$	6,429			$	5,954			$	475				8.0	%		$	20,246			$	16,544			$	3,702				22.4	%
Cost of revenue			2,671				3,498				(827	)			(23.6	)			12,398				10,468				1,930				18.4
Gross profit			3,758				2,456				1,302				53.0				7,848				6,076				1,772				29.2
Selling, general and administrative expenses			2,981				2,797				184				6.6				9,408				7,418				1,990				26.8
Impairment of assets			-				5				(5	)			nm				-				40				(40	)			(100.0	)
Loss from operations		$	777			$	(346	)		$	1,123				(324.6	)%		$	(1,560	)		$	(1,382	)		$	(178	)			12.9	%

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Revenues. GREW's revenues increased in the three months ended September 30, 2026 compared to the same period in 2025 due to increases in revenues generated by CityCom, Genie Solar, Roded and Able Minds, partially offset by a decrease in revenues generated by Diversegy. Revenues from CityCom increased by $0.3 million in the three months ended September 30, 2026 compared to the same period in 2025. Able Minds generated $0.3 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 September 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 increased by $0.3 million in the three months ended September 30, 2026 compared to the same period in 2025 as the Company continues to sell its remaining solar panels and improvement in the electricity generation of community solar projects. Diversegy's revenues from commissions, entry fees and other fees decreased by $0.5 million in the three months ended September 30, 2026 compared to the same period in 2025.

GREW's revenues increased in the nine months ended September 30, 2026 compared to the same period in 2025 due to increases in revenues generated by Genie Solar, CityCom, Roded and Able Minds partially offset by a decrease in revenues generated by Diversegy. 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 increased by $2.8 million in the nine months ended September 30, 2026 compared to the same period in 2025 as the Company sold its remaining solar panels at its carrying costs to reduce the level of solar panel inventories. Revenues from CityCom Solar increased by $1.1 million in the nine months ended September 30, 2026 compared to the same period in 2025. Revenues from Roded increased by $0.3 million in the nine months ended September 30, 2026 compared to the same period in 2025 as it continued to increase its manufacturing capabilities. Able Minds generated $0.5 million revenues since its acquisition in April 2026. Diversegy's revenues from commissions, entry fees and other fees decreased by $1.0 million in the nine months ended September 30, 2026 compared to the same period in 2025.

Cost of Revenues. The decrease in the cost of revenues in the three months ended September 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 as a result of previous impairment in value.

The increase in the cost of revenues in the nine months ended September 30, 2026 compared to the same period in 2025 is due to the increases in cost of revenues from Genie Solar, Roded and Able Minds primarily due to the increase in their respective revenues.

Selling, General and Administrative. Selling, general and administrative expenses increased by 6.6% in the three months ended September 30, 2026 compared to the same period in 2025 due to increases in marketing costs and depreciation expenses partially offset by a decrease in warehousing costs. Marketing costs increased by $0.2 million in the three months ended September 30, 2026 compared to the same period in 2025, due to an increase in marketing activities in Genie Solar, CityCom and Able Minds. Depreciation expenses increased by $0.1 million in the three months ended September 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. Warehousing costs decreased by $0.1 million in the three months ended September 30, 2026 compared to the same period in 2025 as the Company continue to sell its remaining solar panels.

Selling, general and administrative expenses increased by 26.8% in the nine months ended September 30, 2026 compared to the same period in 2025 due to increases in marketing cost, employee-related costs, consulting fees, depreciation expenses and maintenance expense. Marketing costs increased by $0.6 million in the nine months ended September 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 $0.2 million in the nine months ended September 30, 2026 compared to the same period in 2025, due to an increase in the number of employees, principally at Diversegy and CityCom. Consulting fees increased by $0.5 million in the nine months ended September 30, 2026 compared to the same period in 2025 due to an increase in level of business activities. Depreciation expenses increased by $0.4 million in the nine months ended September 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. Maintenance expenses increased by $0.1 million in the nine months ended September 30, 2026 compared to the same period in 2025 due to repairs and maintenance of community solar equipment.

Corporate

As discussed above, the remaining accounts of GRE International were transferred to corporate starting in the third quarter of 2022 (when GRE International ceased being treated as a separate segment). Entities under corporate do not generate any revenues, nor do they incur any cost of revenues. Corporate general and administrative expenses include unallocated compensation, consulting fees, legal fees, business development expenses and other corporate-related general and administrative expenses.

		Three Months Ended September 30,								Change								Nine Months Ended September 30,								Change
(amounts in thousands)		2026				2025				$				%				2026				2025				$				%
General and administrative expenses and loss from operations		$	2,926			$	2,414			$	512				21.2	%		$	7,141			$	6,474			$	667				10.3	%

Corporate general and administrative expenses increased by 21.2% in the three months ended September 30, 2026 compared to the same period in 2025 due to an increase in placement fees and charitable contributions. As a percentage of consolidated revenues, Corporate general and administrative expenses increased to 2.3% in the three months ended September 30, 2026 from 1.7% in the three months ended September 30, 2025.

Corporate general and administrative expenses increased by 10.3% in the nine months ended September 30, 2026 compared to the same period in 2025 due to increase in charitable contributions and professional fees. As a percentage of consolidated revenues, Corporate general and administrative expenses increased to 1.9% in the three months ended September 30, 2026 from 1.7% in the three months ended September 30, 2025.

Consolidated

Selling, general and administrative expenses. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $0.6 million in each of the three months ended September 30, 2026 and 2025. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $2.0 million and $1.9 million for the nine months ended September 30, 2026 and 2025, respectively. At September 30, 2026, the aggregate unrecognized compensation cost related to non-vested stock-based compensation was $2.1 million. The unrecognized compensation cost is recognized over the expected vesting period.

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

		Three Months Ended September 30,								Change								Nine Months Ended September 30,								Change
(amounts in thousands)		2026				2025				$				%				2026				2025				$				%
Income from operations		$	12,736			$	7,399			$	5,337				72.1	%		$	21,132			$	23,138			$	(2,006	)			(8.7	)%
Interest income			1,592				1,847				(255	)			(13.8	)			4,754				5,826				(1,072	)			(18.4	)
Interest expense			(146	)			(157	)			11				(7.0	)			(391	)			(502	)			111				(22.1	)
Other income, net			678				580				98				16.9				5,149				797				4,352				nm
Provision for income taxes			(4,582	)			(3,273	)			(1,309	)			40.0				(6,405	)			(10,308	)			3,903				(37.9	)
Net income from continuing operations			10,278				6,396				3,882				60.7				24,239				18,951				5,288				27.9
Loss from discontinued operations, net of tax			(144	)			(5	)			(139	)			nm				(152	)			(62	)			(90	)			145.2
Net income			10,134				6,391				3,743				58.6				24,087				18,889				5,198				27.5
Net loss attributable to noncontrolling interests			(34	)			(13	)			(21	)			161.5				(234	)			(297	)			63				(21.2	)
Net income attributable to Genie Energy Ltd.		$	10,168			$	6,404			$	3,764				58.8	%		$	24,321			$	19,186			$	5,135				26.8	%

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Interest income. Interest income decreased in the three and nine months ended September 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.

Interest Expense. Interest expense for three and nine months ended September 30, 2026 and 2025 is mainly related to the interest from the Term Loan Agreement with National Cooperative Bank, N.A. ("NCB").

Other Income, net. Fluctuations in the other income, net in the three and nine months ended September 30, 2026 and 2025 consisted primarily of gains and losses from our investments, including the sale of investment property.

Provision for Income Taxes. The reported tax rate for the three and nine months ended September 30, 2026 decreased compared to the same periods in 2025. The decrease is mainly due to (1) change in the mix of tax rates in the jurisdictions where we earned taxable income, (2) the amounts of deductions related to employee stock-based compensation during the periods, and (3) nonrecurring charges incurred in the three months ended September 30, 2025.

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

Net Loss Attributable to Noncontrolling Interests. The net income (loss) attributable to noncontrolling interests in the three and nine months ended September 30, 2026 was primarily due to the shares of noncontrolling interest in the operations of Roded and Genie Solar. The net loss attributable to noncontrolling interest in the three and nine months ended September 30, 2025 consisted primarily of the share of noncontrolling interest in the operations of Citizens Choice Energy.

Liquidity and Capital Resources

General

We currently expect that our cash flow from operations and the $194.1 million balance of unrestricted and restricted cash and cash equivalents that we held at September 30, 2026 will be sufficient to meet our anticipated cash requirements for at least twelve months from the issuance of the unaudited financial statements included in this Quarterly Report on Form 10-Q.

At September 30, 2026, we had working capital (current assets less current liabilities) of $203.7 million.

		Nine Months Ended September 30,
		2026				2025
		(in thousands)
Cash flows provided by (used in):
Operating activities		$	2,452			$	28,123
Investing activities			(7,963	)			(10,383	)
Financing activities			(11,970	)			(14,766	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			76				(69	)
(Decrease) increase in cash, cash equivalents and restricted cash of continuing operations			(17,405	)			2,905
Cash flows provided by discontinued operations			(28	)			2,274
Net (decrease) increase in cash, cash equivalents and restricted cash		$	(17,433	)		$	5,179

Operating Activities

Cash, cash equivalents and restricted provided by operating activities of continuing operations was $2.5 million and $28.1 million in the nine months ended September 30, 2026 and 2025, respectively. The decrease in cash flows is due primarily to the fluctuation in the results of operations in the nine months ended September 30, 2026 compared to the same period in 2025.

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 decreased cash flows by $28.9 million for the three months ended September 30, 2026, compared to the same period in 2025. Renewable energy credit inventory is higher as of September 30, 2026 compared to December 31, 2025, primarily due to the schedule of deliveries of renewable energy credits by the third-party vendors. Our renewable energy credits are used to satisfy specific state-mandated requirements and, to a lesser extent, our customer portfolio. Required levels of renewable energy credits vary based on the mix of customers, type of products purchased, number of customer of each type and energy consumption. Depending on the state, compliance typically occurs either in the first quarter for calendar year compliance periods and late in the second or early third quarter for energy year compliance periods of June to May. Prepaid expenses increased as of September 30, 2026 compared to December 31, 2025 primarily due to the timing of natural gas settlement with utilities at GRE and increased volume of activity in Diversegy.

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 September 30, 2026, we were in compliance with such covenants. At September 30, 2026, restricted cash of $0.6 million and trade accounts receivable of $68.2 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $21.2 million at September 30, 2026.

We had purchase commitments of $131.1 million at September 30, 2026, of which $127.3 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 September 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 September 30, 2026, we had outstanding aggregate performance bonds of $31.0 million and $1.0 million of unused letters of credit.

Investing Activities

Our capital expenditures decreased by $2.1 million for the nine months ended September 30, 2026 compared to the same period in 2025, due to the completion of solar development projects in December 2025 and June 2026 and 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 September 2026, we received an incentive award payment of $2.3 million directly from New York State Research and Development Authority under the New York-Sun Megawatt Block incentive program related to solar array projects put into operations.

In the nine months ended September 30, 2026 and 2025, we acquired nominal interests in various ventures and U.S. Government Treasury Bills for an aggregate amount of investments of $17.6 million and $3.9 million, respectively.

In the nine months ended September 30, 2026 and 2025, we invested a minimal amount and $1.9 million, respectively, towards the improvement of an investment property we acquired in 2024.

In the nine months ended September 30, 2026 and 2025, we received $4.6 million and $1.2 million, respectively, from the redemption of various investments.

Financing Activities

In the nine months ended September 30, 2026 and 2025, we paid aggregate dividends of $0.225 per share to stockholders of our Class A common stock and Class B common stock, or total aggregate dividends of $6.0 million for each in the nine months ended September 30, 2026 and 2025. On November 2, 2026 our Board of Directors declared a quarterly dividend of $0.075 per share on our Class A common stock and Class B common stock. The dividend will be paid on or about November 23, 2026 to stockholders of record as of the close of business on November 13, 2026.

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 nine months ended September 30, 2026, we acquired 176,014 Class B common stock under the stock purchase program for an aggregate amount of $2.7 million. In the nine months ended September 30, 2025, we acquired 409,758 Class B common stock under the stock purchase program for an aggregate amount of $6.6 million. At September 30, 2026, 3.3 million shares of Class B common stock remained available for repurchase under the stock repurchase program.

In the nine months ended September 30, 2026 and 2025, we paid $1.3 million and $2.1 million, respectively, to repurchase shares of our Class B common stock tendered by our employees (including one officer) 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.

In January 2026, we extinguished the notes payable by paying the $1.8 million principal amount plus the $0.1 million accumulated accrued interest. The note payable carried a 5.0% interest rate.

On November 18, 2024, our subsidiary, SUT Holdings, LLC entered into a Term Loan Agreement with NCB for $7.4 million (the "Term Loan"). The principal amount is payable in installments every January 1, July 1 and October 1 of each year starting on July 1, 2025, up to October 2031.

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 elapsed 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 September 30, 2026, we were in compliance with all such covenants. At September 30, 2026, there was $6.9 million outstanding under the Term Loan at a weighted average interest rate of 5.7%. 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 restrictions on certain cash accounts specified in the agreement. At September 30, 2026, an aggregate of $4.5 million is deposited in NCB and is subject to certain restrictions.

In the nine months ended September 30, 2026, we paid the required installment of the principal amount of the Term Loan of $0.2 million. There were no required payments in the three and nine months ended September 30, 2025.

On December 13, 2018, we entered into a Credit Agreement with JPMorgan Chase Bank ("Credit Agreement"). On October 12, 2025, we entered into an amendment of the existing Credit Agreement to extend the maturity date to December 31, 2026. The aggregate principal amount was retained at $3.0 million credit line facility ("Credit Line"). We pay 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. We 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 September 30, 2026, there are $1.0 million in letters of credit issued by JP Morgan Chase Bank. At September 30, 2026, the cash collateral of $3.3 million was included in restricted cash in our condensed consolidated balance sheet.

Cash flows from discontinued operations

Cash used in discontinued operations of Lumo Sweden was minimal in the nine months ended September 30, 2026. Cash provided by operating activities of discontinued operations was $2.3 million in the nine months ended September 30, 2025 and pertains to the proceeds from the settlement of hedges of Lumo Sweden, in which the last payment was received in April 2025.