Genie Energy Ltd.

Index

Genie Energy Ltd.

Annual Report on Form 10-K

i

EXPLANATORY NOTE

GENERAL

On March 9, 2026, the Audit Committee of the Board of Directors of Genie Energy Ltd. (the “Company”) in consultation with the Company’s management concluded that the Company’s previously issued consolidated financial statements for the years ended December 31, 2024 and December 31, 2023 contained in the Company’s Annual Report on Form 10-K, and the Company’s previously issued unaudited condensed consolidated financial statements for each of the quarterly and year-to-date periods in 2024 and 2025 that were included in the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025 and September 30, 2025 (collectively, the “Prior Periods”), should not be relied upon and require restatement (the “Restatement”) because of errors related to the accounting for the liability associated with the Company's captive insurance subsidiary recorded in the Prior Periods that resulted in material misstatements of cash and cash equivalents, restricted cash—short-term and long-term, deferred income tax assets, net, income taxes payable and current and noncurrent captive insurance liabilities on the consolidated balance sheets, and provision for captive insurance liability and provision for income taxes on the consolidated statements of operations (resulting in understatements of Income from Operations and Net Income), included in the consolidated financial statements for the Prior Periods. The Company's consolidated statements of statements of stockholders' equity and consolidated statements of cash flows for the Prior Periods are also restated to reflect the adjustments in the consolidated balance sheets and consolidated statements of operations. Additionally, the Company’s earnings and press releases and similar communications should no longer be relied upon to the extent that they relate to its financial statements or results for the Prior Periods and the Reports of our prior Independent Registered Public Accounting Firm on the financial statements and internal control over financial reporting for 2023 and 2024 should not be relied upon.

RESTATEMENT

This Annual Report on Form 10-K for the year ended December 31, 2025 includes audited Consolidated Financial Statements at December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, as well as relevant unaudited interim financial information for the quarterly and year to date periods ended September 30, 2025, June 30, 2025, March 31, 2025, September 30, 2024, June 30, 2024 and March 31, 2024. We have restated certain information within this Annual Report on Form 10-K, including our Consolidated Financial Statements at December 31, 2024 and for the years ended December 31, 2024 and 2023 and the relevant unaudited interim financial information for the quarterly and year to date periods ended September 30, 2025, June 30, 2025, March 31, 2025, September 30, 2024, June 30, 2024 and March 31, 2024.

As described in our Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on March 12, 2026, the need for the Restatement was discovered during the course of the audits of the Company’s consolidated financial statements for the years ended December 31, 2025, 2024 and 2023. The Company was required to undertake a re-audit of its consolidated financial statements for 2024 and 2023 because the registration of its prior independent registered public accounting firm, Zwick CPA, PLLC, who had conducted the audits of those periods and issued reports thereon, was revoked by the Public Company Accounting Oversight Board (the “PCAOB”).

RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

This Annual Report on Form 10-K restates amounts previously included in the annual reports for 2024 and 2023 described above, including the audited Consolidated Financial Statements at December 31, 2024 and for the fiscal years ended December 31, 2024 and 2023.

See Note 1 — Restatement of Previously Issued Consolidated Financial Statements and Note 21 — Quarterly Financial Data (Unaudited), in Item 8, Financial Statements and Supplementary Data, for additional information.

INTERNAL CONTROL CONSIDERATIONS

In connection with the Restatement, management has identified a material weakness in the Company’s internal control over financial reporting resulting in the conclusion that our internal control over financial reporting and disclosure controls were not effective as of December 31, 2025. Management has taken and is taking additional steps to remediate the material weakness in our internal control over financial reporting. Additional details regarding the material weakness are reflected in this Annual Report on Form 10-K. SeeItem 9A, Controls and Procedures, for additional information related to this material weakness in internal control over financial reporting and the related remedial measures.