Genie Energy Ltd.

Previous wording

The follo wing information should be read in conjunction with the accompanying 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, 2024 (the "2024 Form 10-K"), as filed with the U.S. Securities and Exchange Commission (or SEC).

Current wording

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, 2024 (the "2024 Form 10-K"), as filed with the U.S. Securities and Exchange Commission (or SEC).

Previous wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27 A of the Securities Act of 1933 and Section 21 E 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 1 A to Part I “Risk Factors” in the 2024 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 2024 Form 10-K.

Current wording

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 2024 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 2024 Form 10-K.

Previous wording

GREW primarily consists ofa 95.5% interest in Genie Solar, an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects, a 92.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complimentary to our energy offerings, and a 96.0% interest in Diversegy, our energy procurement advisorfor industrial, commercial and municipal customers.

Current wording

GREW primarily consists of a 95.5% interest in Genie Solar, an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects, a 92.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complimentary to our energy offerings, and a 96.0% interest in Diversegy, our energy procurement advisor for industrial, commercial and municipal customers.

Previous wording

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. 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.

Current wording

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.

Previous wording

As a 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 theelectricity swap instruments held by Lumo Sweden. The sale price is to be settled monthly based on the monthly commodity volume specified in the instruments from September 2022 to March 2025.

Current wording

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

Previous wording

We account for these businesses as discontinued operationsand 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 March 31, 2025 and December 31, 2024. Lumo Sweden are continuing to liquidate its remaining receivables and to settle any remaining liabilities.

Current wording

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 condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024. Lumo Sweden is continuing to liquidate its remaining assets and to settle any remaining liabilities.

Previous wording

Net loss from discontinued operations of Lumo Finland and Lumo Sweden, net of taxes was $0.1 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Net income from discontinued operations of Lumo Sweden, net of taxes was minimal for the three months ended June 30, 2025. Net loss from discontinued operations of Lumo Sweden, net of taxes was $0.1 million three months ended June 30, 2024. Net loss from discontinued operations of Lumo Sweden, net of taxes was $0.1 million and $0.4 million for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

On November 8, 2023, the Lumo Administrators, acting on behalf of the Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, its directors, officers and affiliates, in which it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $38.1 million as of March 31, 2025) belongs to the Bankruptcy Estate. The Bankruptcy Estate filed an additional claim with the District Court on May 27, 2024 against Lumo Sweden for €4.8 million (equivalent to $5.2 million as of March 31, 2025), also alleging that the gain from the sale of the swap instruments belongs to the Bankruptcy Estate, bringing the aggregate sum of claims related to the gain from sale of swap instruments to €40.0 million (equivalent to $43.3 million as of March 31, 2025). The Company believes that the Lumo Administrators' position is without merit, and it intends to vigorously defend its position.

Current wording

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, 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 $41.5 million as of June 30, 2025) belongs to the Bankruptcy Estate. The Bankruptcy Estate filed an additional claim with the District Court on May 27, 2024 against Lumo Sweden for €4.8 million (equivalent to $5.7 million as of June 30, 2025), also alleging that the gain from the sale of the swap instruments belongs to the Bankruptcy Estate, bringing the aggregate sum of claims related to the gain from sale of swap instruments to €40.0 million (equivalent to $47.2 million as of June 30, 2025). The Company believes that the Lumo Administrators' position is without merit, and it intends to vigorously defend its position.

Previous wording

We have also been notified that the Lumo Administrators filed a claim againstone of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.5 million as of March 31, 2025) 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 $1.7 million as of March 31, 2025) alleging that a portion of the payment by Lumo Finland effectively reduced our liability under the terms of a previously supplied parental guarantee(this €1.6 is included within and not additive to the €4.2 million). The Lumo Administrators allege that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland. We intend to challenge the Lumo Administrators' claims. Nevertheless, should the Lumo Administrators succeed in clawing back the funds from the supplier, it is possible that the supplier will seek to recover its losses against us, under terms of the parental guarantee. At this time there is insufficient basis to assess an amount of any probable loss.

Current wording

We have also been notified that 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 $5.0 million as of June 30, 2025) prior to the bankruptcy. Related to such payment, the Lumo Administrators have filed a recovery claim jointly against us and the supplier for €1.6 million (equivalent to $1.9 million as of June 30, 2025) alleging that a portion of the payment by Lumo Finland effectively reduced our liability under the terms of a previously supplied parental guarantee (this €1.6 is included within - and not additive to - the €4.2 million). The Lumo Administrators allege that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland. We intend to challenge the Lumo Administrators' claims. Nevertheless, should the Lumo Administrators succeed in clawing back the funds from the supplier, it is possible that the supplier will seek to recover its losses against us, under terms of the parental guarantee. At this time there is insufficient basis to assess an amount of any probable loss.

Previous wording

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

Current wording

The Company believes that the maximum exposure for these cases would likely be limited by the potential amount of the customers' claims in the bankruptcy case. Based on the progress made in assessing those claims, the Company expects those claims to be in the range of €2.0 million to €4.0 million. Although the Company does 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, the Company recognized an estimated loss of €2.5 million (equivalent to $2.6 million at the date of the transaction) recorded in the fourth quarter of 2024. The estimated loss was included in the loss from discontinued operations, net account in the consolidated statement of operations for the year ended December 31, 2024.

Previous wording

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 96.8% and 94.0% of our consolidated revenues in thethree months ended March 31, 2025 and March 31, 2024, respectively.

Current wording

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 94.1% and 95.6% of our consolidated revenues in the three and six months ended June 30, 2025, respectively, and 95.6% and 94.7% of our consolidated revenues in the three and six months ended June 30, 2024, respectively.

Previous wording

Utility companies offer purchase of receivable, 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. In addition to providing billing and collection services, utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. GRE’s REPs’ primary credit risk in these jurisdictions is therefore nonpayment by the utility companies. In thethree months ended March 31, 2025 the associated cost was approximately 1.2% of GRE's revenueand approximately 1.0% of GRE's revenue for thethree months ended March 31, 2024. At March 31, 2025 and December 31, 2024,83.0% and 83.6% , respectively, of GRE’s net accounts receivable were under POR programs.

Current wording

Utility companies offer purchase of receivable, 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. In addition to providing billing and collection services, utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. GRE’s REPs’ primary credit risk in these jurisdictions is therefore nonpayment by the utility companies. In the three and six months ended June 30, 2025 the associated cost was approximately 1.1% of GRE's revenues and approximately 1.0% of GRE's revenues for the three and six months ended June 30, 2024. At June 30, 2025 and December 31, 2024, 80.3% and 83.6%, respectively, of GRE’s net accounts receivable were under POR programs.

Previous wording

The following table summarizes the percentage of revenues by customers that equal or exceed 10.0% of consolidated revenues for the three months ended March 31, 2025 or 2023 (no other single customer accounted for 10.0% or greater of our consolidated revenues for the three months ended March 31, 2025 or 2023):

Current wording

The following table summarizes the percentage of revenues by customers that equal or exceed 10.0% of consolidated revenues for the three and six months ended June 30, 2025 or 2024 (no other single customer accounted for 10.0% or greater of our consolidated revenues for the three and six months ended June 30, 2025 or 2024):

Previous wording

From time to time, the Company responds to inquiries or requests for information or materials from public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes. The Company cannot predict whether any of those matters will lead to claims or enforcement actions or whether the Company and the regulatory parties will enter into settlements before a formal claim is made. See Note 19,Commitments and Contingencies, in the Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which is incorporated by reference, for further detail on agency and regulatory proceedings.

Current wording

From time to time, the Company responds to inquiries or requests for information or materials from public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes. The Company cannot predict whether any of those matters will lead to claims or enforcement actions or whether the Company and the regulatory parties will enter into settlements before a formal claim is made. See Note 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.

Previous wording

Our 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 1 to our consolidated financial statements included in the 2024 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, allowance for doubtful accounts, acquisitions, goodwill, and income taxes. 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. For additional discussion of our critical accounting policies, see our Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K.

Current wording

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 1 to our consolidated financial statements included in the 2024 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, allowance for credit losses, acquisitions, goodwill, and income taxes. 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. For additional discussion of our critical accounting policies, see our Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K.

Previous wording

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

Current wording

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

Previous wording

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 consolidated results of operations.

Current wording

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.

Previous wording

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Current wording

Three and Six Months Ended June 30, 2025 Compared to Three and Six Months Ended June 30, 2024

Previous wording

Revenues. Electricity revenues increased by 16.4% in the three months ended March 31, 2025 compared to the same period in 2024. The increase was due to an increase in electricity consumption partially offset by an decrease in the average price per kilowatt hour charged to customers in the three months ended March 31, 2025 compared to the same period in 2024. Electricity consumption by GRE’s REPs' customers increased by 23.5% in thethree months ended March 31, 2025, compared to the same period in 2024, reflecting 16.9% and 5.6% increases in the average number of meters served and average consumption per meter, respectively. The increase in meters served was driven by strong customer acquisitions during 2024 and first quarter of 2025. The increased in per meter consumption in thethree months ended March 31, 2025 compared to the same period in 2024 was due to ashift in customer mix into higher consumption territories. The average rate per kilowatt hour sold decreased by 5.7% in the three months ended March 31, 2025 compared to the same period in 2024 due to general market conditions and the addition of meters on lower margin aggregation products.

Current wording

Electricity revenues increased by 15.7% in the six months ended June 30, 2025 compared to the same period in 2024. The increase was due to an increase in electricity consumption partially offset by a decrease in the average price per kilowatt hour charged to customers in the six months ended June 30, 2025 compared to the same period in 2024. Electricity consumption by GRE’s REPs' customers increased by 20.6% in the six months ended June 30, 2025 compared to the same period in 2024, reflecting 17.4% and 2.8% increases in the average number of meters served and average consumption per meter, respectively. The increase in meters served was driven by strong customer acquisitions during 2024 and the first half of 2025. The increase in per meter consumption in the six months ended June 30, 2025 compared to the same period in 2024 was due to a shift in customer mix into higher consumption territories. The average rate per kilowatt hour sold decreased by 4.1% in the six months ended June 30, 2025 compared to the same period in 2024 due to general market conditions and the addition of meters on lower margin aggregation products.

Previous wording

Natural gas revenues increased by 26.8% in the three months ended March 31, 2025 compared to the same period in 2024. The increase was a result of increasesin natural gas consumptionandin average revenue per therm soldin thethree months ended March 31, 2025 compared to the same period in 2024. Natural gas consumption by GRE’s REPs’ customers increased by 21.4% in the three months ended March 31, 2025 compared to the same period in 2024, reflecting 7.7% and 12.7% increases in average meters served and average consumption per meter, respectively. The increase in meters served was due to high levels of customer acquisitions in in 2024 and first quarter of 2025. The increase in per meter consumption is due, in part, to colder weather in our service areas in thethree months ended March 31, 2025 compared to the same period in 2024. The average revenue per therm sold increased by 4.5% in the three months ended March 31, 2025, compared to the same period in 2024 due to general market conditions.

Current wording

Natural gas revenues increased by 21.8% in the six months ended June 30, 2025 compared to the same period in 2024. The increase was a result of increases in natural gas consumption and in average revenue per therm sold in the six months ended June 30, 2025 compared to the same period in 2024. Natural gas consumption by GRE’s REPs’ customers increased by 16.8% in the six months ended June 30, 2025 compared to the same period in 2024, reflecting 6.0% and 10.2% increases in average meters served and average consumption per meter, respectively. The increase in meters served was due to high levels of customer acquisitions in in 2024 and first half of 2025. The increase in per meter consumption is due, in part, to colder weather in many of our service areas in the six months ended June 30, 2025 compared to the same period in 2024. The average revenue per therm sold increased by 4.2% in the six months ended June 30, 2025, compared to the same period in 2024 due to general market conditions.

Previous wording

Other revenues in thethree months ended March 31, 2025 included revenues from customer termination fees from commercial customers. Other revenues in the three months ended March 31, 2024 included revenues from the sale of petroleum products in Israel.

Current wording

Other revenues in the six months ended June 30, 2025 and 2024 included revenues from customer termination fees from commercial customers. Other revenues in the six months ended June 30, 2025 included revenues from the sale of petroleum products in Israel.

Previous wording

Meters served decreased by 10,000 between December 31, 2024 and March 31, 2025. The decrease in the number of meters served at March 31, 2025 compared to December 31, 2024 is due to new sales during thethree months ended March 31, 2025 failing to fully replace those lost to churn.

Current wording

Meters served was relatively flat between March 31, 2025, June 30, 2025 and December 31, 2024. The slight decrease in the number of meters served at June 30, 2025 compared to December 31, 2024 is due to new sales during the six months ended June 30, 2025 failing to fully replace those lost to churn.

Previous wording

RCEs at March 31, 2025 increased 0.8% compared to December 31, 2024. The slight increase is due to a shift in customer mix into higher consumption territories and higher overall consumption per customer.

Current wording

RCEs at June 30, 2025 increased 3.0% compared to March 31, 2025. The increase is due to a shift in customer mix into higher consumption territories and higher overall consumption per customer.

Previous wording

Cost of revenues for electricity increased in thethree months ended March 31, 2025 compared to the same period in 2024 primarily because of an increase inelectricity consumption by GRE’s REPs’ customers combined with an increase in theaverage unit cost of electricity. The average unit cost of electricity decreased 1.5% in thethree months ended March 31, 2025 compared to the same period in 2024 due to general market conditions. The gross margin on electricity sales decreased in thethree months ended March 31, 2025 compared to the same period in 2024 because the average rate charged to customers decreased more than theunit cost of electricity.

Current wording

Cost of revenues for electricity increased in the three months ended June 30, 2025 compared to the same period in 2024 primarily because of an increase in electricity consumption by GRE’s REPs’ customers combined with an increase in the average unit cost of electricity. The average unit cost of electricity increased 19.7% in the three months ended June 30, 2025 compared to the same period in 2024 due to general market conditions. The gross margin on electricity sales decreased in the three months ended June 30, 2025 compared to the same period in 2024 because the average rate charged to customers decreased while the unit cost of electricity increased.

Previous wording

Cost of revenues for natural gasincreased in thethree months ended March 31, 2025 compared to the same period in 2024 primarily because of an increase in thenatural gas consumption by GRE's REPs' customers partially offset by a decrease in the average unit cost of natural gas. The average unit cost of natural gas decreased 1.5% in thethree months ended March 31, 2025 compared to the same period in 2024 due to a decrease in the wholesale price of natural gas. Gross margin on natural gas sales increased in thethree months ended March 31, 2025 compared to the same period in 2024 because of an increase inthe average rate charged to customers and a decrease in theaverage unit cost of natural gas.

Current wording

Cost of revenues for natural gas increased in the three months ended June 30, 2025 compared to the same period in 2024 primarily because of increases in the natural gas consumption by GRE's REPs' customers and the average unit cost of natural gas. The average unit cost of natural gas increased 51.5% in the three months ended June 30, 2025 compared to the same period in 2024 due to an increase in the wholesale price of natural gas. Gross margin on natural gas sales decreased in the three months ended June 30, 2025 compared to the same period in 2024 because the average unit cost of natural gas increased more than the increase in the average rate charged to customers.

Previous wording

Selling, General and Administrative. Selling, general and administrative expenses increased by 6.2% in thethree months ended March 31, 2025 compared to the same period in 2024 primarily due to increases inemployee-related expenses, regulatory-related expenses, POR program fees and processing fees andmarketing and customer acquisition costs. Employee-related expenses increased by $0.5 million in thethree months ended March 31, 2025 compared to the same period in 2024 primarily due to an increase in bonus accrual. Regulatory-related expenses increased by $0.4 million in thethree months ended March 31, 2025 compared to the same period in 2024 primarily due to increased operational activity levels. Marketing and customer acquisition expenses increased by $0.2 million in thethree months ended March 31, 2025 compared to the same period in 2024 as a result of continued effort to acquire meters during the 2025 period. POR program fees increased by$0.3 million in thethree months ended March 31, 2025 compared to the same period in 2024 as a result of increase in level of operational activity and changes in rates implemented by several utilities. Bad debt expense decreased by $0.4 million in thethree months ended March 31, 2025 compared to the same period in 2024 as a result of an improvement of collection of non-POR customers. As a percentage of GRE’s total revenues, selling, general and administrative expense decreased from 16.0% in thethree months ended March 31, 2024 to 14.4% in thethree months ended March 31, 2025.

Current wording

Selling, General and Administrative. Selling, general and administrative expenses decreased by 1.8% in the three months ended June 30, 2025 compared to the same period in 2024 primarily due to a decrease in employee-related expenses partially offset by an increase in marketing and customer acquisition costs. Employee-related expenses decreased by $0.5 million in the three months ended June 30, 2025 compared to the same period in 2024 primarily due to a decrease in bonus accrual. Marketing and customer acquisition expenses increased by $0.2 million in the three months ended June 30, 2025 compared to the same period in 2024 as a result of continued efforts to acquire meters during the 2025 period. As a percentage of GRE’s total revenues, selling, general and administrative expense decreased from 20.4% in the three months ended June 30, 2024 to 17.5% in the three months ended June 30, 2025.

Previous wording

The Genie Renewables (formerly GES) segment is primarily composed of Genie Solar, CityCom Solar and Diversegy. Genie Solar is an integrated solar energy company that develops, constructs and operates solar energy projects. CityCom Solar is a marketer of community solar and alternative products and services complementary to our energy offerings. Diversegy provides energy procurement advisory services to commercial and industrial customers.

Current wording

The Genie Renewables (formerly GES) segment is primarily composed of our interests in Genie Solar, CityCom Solar and Diversegy. Genie Solar is an integrated solar energy company that develops, constructs and operates solar energy projects. CityCom Solar is a marketer of community solar and alternative products and services complementary to our energy offerings. Diversegy provides energy procurement advisory services to commercial and industrial customers.

Previous wording

*Revenue.*GREW's revenues decreased in thethree months ended March 31, 2025 compared to the same periods in 2024 due to decreases in revenues generated by Genie Solar from the development of solar projects for customers and from commissions from selling alternative products and services to customers by CityCom Solar, partially offset by an increase in revenue from Diversegy that includes commissions, entry fees and other fees revenue. Revenues from Genie Solar decreased by $3.5 million in thethree months ended March 31, 2025 compared to the same period of 2024 as we shifted our strategic focus from lower margin commercial projects to the development and operation of utility-scale projects. Revenues from CityCom Solar decreased by $0.8 million in thethree months ended March 31, 2025 compared to the same period in 2024 as a result of reduced level of activity for the past few quarters. Revenues from Diversegy increased by $1.3 million in thethree months ended March 31, 2025 compared to the same period in 2024 as strong growth in the number of customers and transactions in the past several quarters.

Current wording

GREW's revenues decreased in the six months ended June 30, 2025 compared to the same periods in 2024 due to decreases in revenues generated by Genie Solar and CityCom Solar partially offset by an increase in revenues from Diversegy. Diversegy's revenues from commissions, entry fees and other fees increased by $3.0 million in the six months ended June 30, 2025 compared to the same period in 2024 due to strong growth in the number of customers and transactions in the past several quarters. Genie Solar's revenues from development of solar projects for customers decreased by $2.7 million in the six months ended June 30, 2025 compared to the same period of 2024 as we shifted our strategic focus from lower margin commercial projects to the development and operation of utility-scale projects. Revenues from CityCom Solar decreased by $1.0 million in the six months ended June 30, 2025 compared to the same period in 2024 as a result of reduced level of activity for the past few quarters.

Previous wording

Cost of Revenues. The decrease in the cost of revenues for thethree months ended March 31, 2025 compared to the same periods in 2024 is consistent with the decrease in revenues as discussed above.

Current wording

Cost of Revenues. The variations in the cost of revenues for the three and six months ended June 30, 2025 compared to the same periods in 2024 are due to changes in the mix of products from which the revenues were generated during the periods.

Previous wording

Selling, General and Administrative. Selling, general and administrative expenses were relatively flat in thethree months ended March 31, 2025 compared to the same periods in 2024.

Current wording

Selling, General and Administrative. Selling, general and administrative expenses were relatively flat in the three and six months ended June 30, 2025 compared to the same periods in 2024.

Previous wording

Corporate general and administrative expenses decreased in thethree months ended March 31, 2025 compared to the same period in 2024 primarily because of decrease in consultation and professional fees. As a percentage of our consolidated revenues, Corporate general and administrative expenses decreased to 1.8% in thethree months ended March 31, 2025 from 2.3% in thethree months ended March 31, 2024.

Current wording

Corporate general and administrative expenses decreased in the three and six months ended June 30, 2025 compared to the same periods in 2024, primarily because of a decrease in employee-related costs including in bonus accruals. As a percentage of consolidated revenues, Corporate general and administrative expenses decreased to 1.5% in the three months ended June 30, 2025 from 2.2% in the three months ended June 30, 2024 and decreased to 1.7% in the six months ended June 30, 2025 from 2.3% in the six months ended June 30, 2024.

Previous wording

In December 2023, we established our wholly-owned Captive insurance subsidiary with the primary purpose of enhancing our risk financing strategies. The Captive insures against certain risks unique to our operations for which insurance may not be currently available or economically feasible in today's insurance marketplace. The covered risks are both current and related to historical business activities.

Current wording

In December 2023, we established our wholly-owned Captive insurance subsidiary with the primary purpose of enhancing our risk financing strategies. The Captive insures against certain risks unique to our operations for which insurance may not be currently available or economically feasible in the current insurance marketplace. The covered risks are both current and related to historical business activities.

Previous wording

In the fourth quarter of 2024, we expanded our self-insurance risk management strategy to cover additional risk related to its current and historical business operations. The coverage is being provided on an occurrence basis, with an initial policy that reflects 1) exposure, for occurrences in the year prior to implementation, to claims made subsequent to program inception, to the extent recoveries were still possible under relevant statutes of limitation, and 2) exposure for annual periods commencing with implementation of the program.

Current wording

In the fourth quarter of 2024, we expanded our self-insurance risk management strategy to cover additional risk related to its current and historical business operations. The coverage is being provided on an occurrence basis, with an initial policy that reflects exposure for (1) occurrences in the year prior to implementation, to claims made subsequent to program inception, to the extent recoveries were still possible under relevant statutes of limitation, and (2) exposure for annual periods commencing with implementation of the program.

Previous wording

With input from external experts, we estimated the expected ultimate cost of: 1) claims defense cost, settlements and penalties resulting from insured risk, and 2) stranded risk which includes economic losses due to regulatory restrictions or unanticipated reduction of demand, as well as the level cost associated with contesting such restrictions. In assessing the loss contingency, we estimated the severity and frequency of expected losses based on our activities. A range of margins was selected so that the cumulative expenses plus risk of losses over a given number of years equal the expected magnitude. This produced a range of annual premium options for the protective period. The contribution of a priori expected plus risk margin losses from each of these periods is multiplied by a current remaining probability factor, which recognizes the relative likelihood that a claim will still be brought subsequent to program inception. These are added together to obtain estimated required reserves and required premiums (net of expenses) at program inception-related exposure prior to program inception.

Current wording

With input from external experts, we estimated the expected ultimate cost of: (1) claims defense cost, (2) settlements and penalties resulting from insured risk, and (3) stranded risk which includes economic losses due to regulatory restrictions or unanticipated reduction of demand, as well as the level cost associated with contesting such restrictions. In assessing the loss contingency, we estimated the severity and frequency of expected losses based on our activities. A range of margins was selected so that the cumulative expenses plus risk of losses over a given number of years equal the expected magnitude. This produced a range of annual premium options for the protective period. The contribution of a priori expected plus risk margin losses from each of these periods is multiplied by a current remaining probability factor, which recognizes the relative likelihood that a claim will still be brought subsequent to program inception. These are added together to obtain estimated required reserves and required premiums (net of expenses) at program inception-related exposure prior to program inception.

Previous wording

In 2024, we paid $39.6 million premiums to Captive, which amount is included in restricted cash in our consolidated balance sheet as of March 31, 2025 and December 31, 2024. The Captive must maintain a sufficient level of cash to fund future reserve payment and secure the insurer's liabilities, particularly those related to the insured risks. We also recognized $0.6 million and $1.0 million provision for captive insurance liability for thethree months ended March 31, 2025 and 2024, respectively, related to Captive's exposure for the insured risks.

Current wording

In 2024, we paid $39.6 million premiums to Captive, which cash is included in restricted cash in our condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024. The Captive must maintain a sufficient level of cash to fund future reserve payment and secure the insurer's liabilities, particularly those related to the insured risks. We also recognized $0.3 million and $0.6 million provision for captive insurance liability for the three months ended June 30, 2025 and 2024, respectively, and $0.9 million and $1.7 million for six months ended June 30, 2025 and 2024 related to Captive's exposure for the insured risks.

Previous wording

Selling, general and administrative expenses. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $0.7 million for each of thethree months ended March 31, 2025 and$0.9 million for thethree months ended March 31, 2024. At March 31, 2025, the aggregate unrecognized compensation cost related to non-vested stock-based compensation was $5.9 million. The unrecognized compensation cost is recognized over the expected vesting period.

Current wording

Selling, general and administrative expenses. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $0.6 million and $0.5 million in the three months ended June 30, 2025 and 2024 respectively, and $1.4 million and $1.2 million for the six months ended June 30, 2025 and 2024. At June 30, 2025, the aggregate unrecognized compensation cost related to non-vested stock-based compensation was $4.7 million. The unrecognized compensation cost is recognized over the expected vesting period.

Previous wording

Interest income. Interest income increased in thethree months ended March 31, 2025, compared to the same periods in 2024 primarily due to increase in average balances of cash and cash equivalents and restricted cash during the period.

Current wording

Interest income. Interest income increased in the three and six months ended June 30, 2025, compared to the same periods in 2024 primarily due to increases in average balances of cash and cash equivalents and restricted cash during the periods.

Previous wording

Other Income, net. Other income, netin the three months ended March 31, 2025 and 2024 consisted primarily offoreign currency transactions.

Current wording

Other (Loss) Income, net. Other income, net in the three months ended June 30, 2025 and 2024 and in the six months ended June 30, 2025 and 2024 consisted primarily of foreign currency transactions.

Previous wording

Provision for Income Taxes. The change in the reported tax rate for thethree months ended March 31, 2025 compared to the same periods in 2024 is the result of changes in the mix of jurisdictions in which taxable income was earned and the nature of certain deductions.

Current wording

Provision for Income Taxes. The change in the reported tax rate for the three and six months ended June 30, 2025 compared to the same periods in 2024 is the result of changes in the mix of jurisdictions in which taxable income was earned and the nature of certain deductions.

Previous wording

Net (Loss) Income Attributable to Noncontrolling Interests. The decreases in net loss attributable to noncontrolling interests in thethree months ended March 31, 2025 compared to the same periods in 2024 was primarily due to the share of noncontrolling interest in the operations of Citizens Choice Energy.

Current wording

Net Income (Loss) Attributable to Noncontrolling Interests. The decreases in net loss attributable to noncontrolling interests (or shift from net loss to net income attributable to noncontrolling interest) in the three and six months ended June 30, 2025 compared to the same periods in 2024 was primarily due to the share of noncontrolling interest in the operations of Citizens Choice Energy.