Genie Energy Ltd.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note1—Basis of Presentation and Business Changes and Development

The accompanying unaudited condensed consolidated financial statements of Genie Energy Ltd. and its subsidiaries (the “Company” or “Genie”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form10-Q and Article10 of Regulation S-X. Accordingly, they donot include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for thethree months ended* March 31, 2026* arenot necessarily indicative of the results that* maybe expected for the year ending December 31, 2026*. The consolidated balance sheet at* December 31, 2025* has been derived from the Company’s audited financial statements at that date but doesnot include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form10-K for the year ended* December 31, 2025* (the*"2025* Form10-K"), as filed with the U.S. Securities and Exchange Commission (the “SEC”).

The Company owns 100% of Genie Retail Energy (“GRE”) and varied interests in entities that comprise the Genie Renewables ("GREW") segment.

GRE owns and operates retail energy providers (“REPs”), including IDT Energy (“IDT Energy”), Residents Energy (“Residents Energy”), Town Square Energy and Town Square Energy East (collectively, "TSE"), Southern Federal Power ("Southern Federal"), Mirabito Natural Gas (“Mirabito”) and Evergreen Gas & Electric (“Evergreen”). The majority of GRE's REP customers are located in the Eastern and Midwestern United States and Texas.

GREW primarily consists of a91.5% interest in Diversegy, an 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 complementary of its energy offerings and a 72.2% interest in Roded Recycling ("Roded"), a producer of high-grade plastic pallets from recycled materials

One Big Beautiful Bill Act

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 and the resulting impact on the viability of such projects. The Company identified several projects that will be discontinued and assessed the values of the related assets at the lower of fair values less cost to sell and net book value. The Company also identified several assets, including definite life intangibles and solar panel inventories and assessed the carrying values for impairment.

Discontinued Operations in Finland and Sweden

In thethird quarter of2022, the Company decided to discontinue the operations of Lumo Energia Oyj ("Lumo Finland") and Lumo Energi AB ("Lumo Sweden").

The Company accounts for these businesses as discontinued operations, and accordingly, presents the results of operations and related cash flows as discontinued operations. The results of operations and related cash flows are presented as discontinued operations for all periods. Any remaining 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 of* March 31, 2026* and* December 31, 2025*. Lumo Sweden is continuing to liquidate their remaining assets and settle any remaining liabilities.

Seasonality and Weather; Climate Change and Volatility in Pricing

The weather and the seasons, among other things, affect GRE’s 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 or summers have the opposite effect. Unseasonal temperatures in other periods* mayalso impact demand levels. Natural gas revenues typically increase in thefirst* quarter due to increased heating demands and electricity revenues typically increase in thethird 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 thefirst quarters of2025 and2024, respectively, when demand for heating was highest. Although the demand for electricity isnot 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 were generated in thethird quarters of2025 and2024, respectively. GRE’s REPs’ revenues and operating income are subject to material seasonal variations, and the interim financial results arenot necessarily indicative of the estimated financial results for the full year. In addition, extraordinary weather has and can lead to extreme spikes in the prices of wholesale electricity and natural gas in markets where GRE and other retail providers purchase their supply, or in challenges to the grid or supply markets in affected areas. Such events could have material impacts on our margins and operations.

In addition to the direct physical impact that climate change* mayhave on the Company's 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.

Reclassifications

Certain accounts in the prior period condensed consolidated financial statements have been reclassified to conform to the presentation of the current year condensed consolidated financial statements. These reclassifications hadno effect on the previously reported operating results.

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Note2—Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the condensed consolidated balance sheet as well as the corresponding amounts reported in the condensed consolidated statements of cash flows:

Restricted cash—short-term includes amounts set aside in accordance with GRE's Amended and Restated Preferred Supplier Agreement with BP Energy Company (“BP”) (seeNote**19), Credit Agreement with JPMorgan Chase (seeNote20**) and Term Loan Agreement with National Cooperative Bank, N.A. ("NCB").

Included in the cash and cash equivalents as of* March 31, 2026* and* December 31, 2025* is cash received from Lumo Sweden (see Note5).

Note3—Inventories

Inventories consisted of the following:

The Company's 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 thefirst quarter for calendar year compliance periods and late in thesecond or earlythird quarter for energy year compliance periods of* Juneto May.Renewable energy credit inventory will increase based on the schedule of deliveries of renewable energy credits by thethird*-party vendors and decrease based on the aforementioned compliance satisfaction.

In thethree months ended* March 31, 2026*, the Company recorded an inventory valuation reserve of $0.9 million to the cost of revenues to write down the carrying value of solar panel inventories to the estimated net realizable value. There wereno inventory valuation reserves recorded in thethree months ended* March 31, 2025*.

Note 4—Revenue Recognition

Revenues from the single performance obligation to deliver a unit of electricity and/or natural gas are recognized as the customer simultaneously receives and consumes the benefit. Variable quantities in requirements contracts are considered to be options for additional goods and services because the customer has a current contractual right to choose the amount of additional distinct goods to purchase. GRE records unbilled revenues for the estimated amount customers will be billed for services rendered from the time meters were last read to the end of the respective accounting period. The unbilled revenues are estimated each month based on available per day usage data, the number of unbilled days in the period and historical trends.

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Incumbent utility companies in most of the service territories in which GRE's REPs operate offer purchase of receivables, or POR, and GRE’s REPs participate in POR programs for a majority of their receivables. The Company estimates variable consideration related to its rebate programs using the expected value method and a portfolio approach. The Company’s estimates related to rebate programs are based on the terms of the rebate program, the customer’s historical electricity and natural gas consumption, the customer’s rate plan, and a churn factor. Taxes that are imposed on the Company’s sales and collected from customers are excluded from the transaction price.

Revenues from sales of solar panels are recognized at a point in time following the transfer of control of the solar panels to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For sales contracts that contain multiple performance obligations, such as the shipment or delivery of solar modules, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenues as control of each individual product is transferred to the customer, in satisfaction of the corresponding performance obligations.

Genie Solar enters into contracts to identify, develop, and operate solar generation sites to provide solar electricity to customers. Obligations under solar project contracts consist of a series of tasks and components and accordingly are accounted for as multiple performance obligations. Because the Company’s performance creates and enhances assets that are controlled by and specific to customers, the Company recognizes construction services revenue over time. Revenue for these performance obligations is recognized using the input method based on the cost incurred as a percentage of total estimated contract costs. Due to the significance of the costs associated with solar panels to the total project, our judgment on when such costs should be included in the measure of progress has a material impact on revenue recognition. Contract costs include all direct material and labor costs related to contract performance.

Energy generation revenues are earned from both the sale of electricity generated from operating solar projects and the sale of Solar Energy Credits ("SRECs").

Revenues from energy generation are recognized when the Company satisfies the performance obligation, which occurs at the time of the delivery of electricity at the contractual rates.

The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it owns. There areno direct costs allocated to SRECs upon generation. The Company typically sells SRECs to different customers from those purchasing the energy. The sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer.

Revenues from sales of solar panels, solar project development and energy generation are included in the Other Revenues in the condensed consolidated statements of operations.

Revenues from commissions from sellingthird-party products to customers, entry and other fees from energy procurement advisory services (which are provided by Diversegy) are recognized at the time the performance obligation is met. The Company's contacts with customers for commission revenue contain a single performance obligation and are satisfied at a point in time. Revenues from commissions are included under the Other Revenues in the condensed consolidated statements of operations.

The Company recognizes the incremental costs of obtaining a contract with a customer as an asset if it expects the benefit of those costs to be longer thanone year. The Company determined that certain sales commissions to acquire customers meet the requirements to be capitalized. For GRE, the Company applies a practical expedient to expense costs as incurred for sales commissions to acquire customers as the period would have beenone year or less.

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Disaggregated Revenues

The following table shows the Company’s revenues disaggregated by pricing plans offered to customers:

Fixed and variable rate revenues are from GRE. Other revenues are from GREW and include revenues from sales of solar panels, solar projects and energy generation by Genie Solar, commissions from marketing energy solutions by CityCom Solar and Diversegy and revenue from certain early-stage ventures.

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The following table shows the Company’s revenues disaggregated by non-commercial and commercial channels:

Contract liabilities

Certain revenue generating contracts at GREW include provisions that require advance payment from customers. These advance payments are recognized as revenues as the Company satisfies the performance obligations to the other party. A portion of the transaction price allocated to the performance obligations to be satisfied in future periods is recognized as a contract liability, which is expected to be satisfied in the nexttwelve months. Contract liabilities are included in other current liabilities account in the condensed consolidated balance sheets.

The table below reconciles the change in the carrying amount of contract liabilities:

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Allowance for credit losses

The change in the allowance for credit losses was as follows:

The Company evaluates the collectability of its trade receivables in accordance with Accounting Standards Codification ("ASC")326—Credit Losses. The Company measures expected credit losses on a collective pool basis, based on the type of customers, commodity sold, region or state, and payment history. The allowance for credit losses is based on a combination of historical collection experience, aging of receivables, customer credit risk characteristics and reasonable forecasts of future macroeconomic conditions. The Company regularly monitors delinquency trends, collection experience, and other credit quality indicators relevant to each receivable pool. Management adjusts the historical loss experience with current conditions and reasonable forecasts to estimate the expected credit losses. Credit losses are recognized in the condensed consolidated statement of operations.

Note5—Discontinued Operations

Lumo Finland and Lumo Sweden Operations

As a result of the sustained volatility of the energy market in Europe, in thethird quarter of2022, the Company decided to discontinue the operations of Lumo Finland and Lumo Sweden. From* July 13, 2022to July 19, 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 2022and March 2025.*

The Company determined that the discontinuation of operations of Lumo Finland and Lumo Sweden represented a strategic shift that would have a major effect on the Company's 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 of* March 31, 2026* and* December 31, 2025*. Lumo Sweden is continuing to liquidate its remaining assets and to settle any remaining liabilities.

In* 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 the Company 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.*

The following table represents summarized balance sheet information of assets and liabilities of the discontinued operations of Lumo Sweden:

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The summary of the results of operations of the discontinued operations of Lumo Sweden were as follows:

The following table presents a summary of cash flows of the discontinued operations of Lumo Sweden:

Prior to being treated as discontinued operations or being deconsolidated, the assets and liabilities of Lumo Finland and Lumo Sweden were included in the (former) GRE International segment.

On* November 8, 2023,the Lumo Administrators, acting on behalf of the Lumo Finland Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, a wholly-owned subsidiary of the Company and the parent company of Lumo Finland, its directors, officers and affiliates, in which they allege that the gain from the sale of swap instruments owned by Lumo Sweden amounting to€35.2 million (equivalent to $40.8 million as of March 31, 2026*) belongs to the Bankruptcy Estate. The Bankruptcy Estate filed an additional claim with the District Court on* May 27, 2024against Lumo Sweden for€4.8 million (equivalent to $5.6 million as of March 31, 2026*), also alleging that the gain from the sale of the swap instruments belongs to the Bankruptcy Estate, bringing the aggregate sum of claims related to the gain from sale of swap instruments to€40.0 million (equivalent to $46.3 million as of* March 31, 2026*). The Company believes that the Lumo Administrators' position is without merit, and is vigorously defending its position.

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 $4.9 million as of* March 31, 2026*) prior to the bankruptcy. The Lumo Administrators have also filed a recovery claim jointly against the Company and the supplier amounting to€1.6 million (equivalent to $1.9 million as of* March 31, 2026*) alleging that a portion of the payment by Lumo Finland effectively reduced the Company's liability under the terms of a previously supplied parental guarantee (this*€1.6* million is included within - andnot 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. The Company is challenging the Lumo Administrator's claims.

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 doesnot 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 thefourth quarter of2024. 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.*

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Note6—Fair Value Measurements

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis:

(1) – quoted prices in active markets for identical assets or liabilities

(2) – observable inputs other than quoted prices in active markets for identical assets and liabilities

(3) –no observable pricing inputs in the market

The Company’s derivative contracts consist of natural gas and electricity put and call options and swaps. The underlying asset in the Company’s put and call options is a forward contract. The Company’s swaps are agreements whereby a floating (or market or spot) price is exchanged for a fixed price over a specified period.

The Company didnot have any transfers of assets or liabilities between Level1, Level2 or Level3 of the fair value measurement hierarchy during thethree months ended* March 31, 2026* or2025.

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Fair Value of Other Financial Instruments

The estimated fair value of the Company’s other financial instruments was determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting this data to develop estimates of fair value. Consequently, the estimates arenot necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

Restricted cash—short-term, trade receivables, due to IDT Corporation, other current assets and other current liabilities. At* March 31, 2026* and* December 31, 2025*, the carrying amounts of these assets and liabilities approximated fair value. The fair value estimate for restricted cash—short-term was classified as Level1. The carrying value of other current assets, due to IDT Corporation ("IDT"), and other current liabilities approximated fair value.

Other assets.At March 31, 2026 and* December 31, 2025*, other assets included short-term investments (see Note9).

The primary non-recurring fair value estimates typically are in the context of goodwill impairment testing, which involves Level3 inputs, and asset impairments (Note9) which utilize Level3 inputs.

Concentration of Credit Risks

The Company holds cash, cash equivalents, and restricted cash at several major financial institutions, which* mayexceed Federal Deposit Insurance Corporation insured limits. Historically, the Company hasnot* experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with anyone financial institution and monitor the credit ratings of those institutions.

Utility companies provide billing and collection service to 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 POR programs, the utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. Certain of the utility companies represent significant portions of the Company's consolidated revenues and consolidated trade accounts receivable balance.

There wasno single customer that equaled or exceeded10.0% of consolidated net trade receivables at* March 31, 2026* or* December 31, 2025*.

The following table summarizes the percentage of revenues by the only customer that equaled or exceeded10.0% of consolidated revenues for thethree months ended* March 31, 2026* or2025:

na—less than10.0% of consolidated revenue in the period

Customer A is a utility company offering POR program.

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Note7—Derivative Instruments

The primary risk managed by the Company using derivative instruments is commodity price risk, which is accounted for in accordance with ASC815 — Derivatives and Hedging. Natural gas and electricity put and call options and swaps are entered into as hedges against unfavorable fluctuations in market prices of natural gas and electricity. The Company doesnot apply hedge accounting to these options or swaps; therefore the changes in fair value are recorded in earnings. By using derivative instruments to mitigate exposures to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company minimizes the credit or repayment risk in derivative instruments by entering into transactions with high-quality counterparties. At* March 31, 2026*, GRE’s swaps and options were traded on the Intercontinental Exchange.

The summarized volume of GRE’s outstanding contracts and options at* March 31, 2026* was as follows (MWh – Megawatt hour and Dth – Decatherm):

The fair value of outstanding derivative instruments recorded in the accompanying condensed consolidated balance sheets were as follows:

(1) The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following12 months.

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The effects of derivative instruments on the condensed consolidated statements of operations were as follows:

Note8—Other Current Assets and Other Assets

Other current assets consisted of the following:

In thefourth quarter of2025, the Company evaluated the financial viability of solar construction projects for commercial and industrial customers (C&I Projects) after the enactment of the OBBB. The Company decided to discontinue several C&I Projects and market other projects for sale to other contractors to continue the projects.

In thefourth quarter of2025, the Company initiated a plan to sell an uncompleted C&I Project to another contractor. The carrying value of C&I Project included in the prepaid expense account of $1.1 million was reclassified as assets and liabilities held for sale and reported at the lower of cost and fair value less cost to sell. The Company used the market approach to estimate the fair values of assets held for sale based on the current offer from independentthird parties.

Other assets consisted of the following:

Note9—Investments

Equity investments consist of the following:

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The changes in the carrying values of the Company's equity investments without readily determinable fair values for which the Company elected the measurement alternative were as follows:

In* July 2024,the Company acquired an investment property with an aggregate cost of $3.6 million. The investment property was acquired through a subsidiary in which the Company holds a 51.0% interest with the remaining 49.0% held by Howard Jonas, a related party (see Note17*). The Company paid $1.8 million to the seller and signed a note payable to the seller for $1.8 million, payable in full on* February 1, 2026.The note payable carried a 5.0% interest rate payable in full on February 1, 2026.In thethird* quarter2024, Howard Jonas reimbursed the Company $0.9 million, representing the purchase price for his 49.0% share in the investment property and is included in the noncontrolling interest in the consolidated balance sheets. The Company recognized a receivable of $0.9 million related to Howard Jonas'49.0% share in the notes payable and is included in the noncontrolling interests section of the consolidated balance sheets. At* December 31, 2025*, $1.8 million was outstanding under the note payable with an effective interest rate of 5.0%.

In* January 2026,*the Company extinguished the notes payable by paying the $1.8 million principal amount plus the $0.1 million accumulated accrued interest.

Howard Jonas' share in the investment property was diluted to 16.1% and 23.8%, at* March 31, 2026* and* December 31, 2025*, respectively, resulting from additional investments by the Company in the investment property.

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Note10—Goodwill and Other Intangible Assets

The table below reconciles the change in the carrying amount of goodwill for the period from* January 1,2026 to March 31, 2026*:

The table below presents information on the Company’s other intangible assets:

Amortization expense of intangible assets was $0.1 million for each of thethree months ended* March 31, 2026* and2025. The Company estimates that amortization expense of intangible assets will be $0.2 million, $0.2 million, $0.2 million, $0.2 million, $0.2 million and $0.8 million for the remainder of2026 and for2027, 2028, 2029, 2030 and thereafter, respectively.

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Note11—Accrued Expenses and Other Current Liabilities

Accrued expenses consisted of the following:

Other current liabilities consisted of the following:

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Note12—Leases

The Company is the lessee under operating lease agreements, primarily for office space in domestic and foreign locations where it has operations and for solar development projects with lease periods expiring between2026 and2052. The Company hasno finance leases.

The Company determines if a contract is a lease at inception. Right-of-Use ("ROU") assets are included under other assets in the condensed consolidated balance sheet. The current portion of the operating lease liabilities are included in other current liabilities and the noncurrent portion is included in other liabilities in the condensed consolidated balance sheets.

ROU assets and operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the incremental borrowing rate, because the interest rate implicit in most of our leases isnot readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized borrowing rate based on information available at the lease commencement date. ROU assets also include any prepaid lease payments and lease incentives. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The Company uses the base, non-cancellable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term.

At* March 31, 2026*, the weighted average remaining lease term was 22.0 years and the weighted average discount rate was 9.0%.

Supplemental cash flow information for ROU assets and operating lease liabilities are as follows:

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Future lease payments under operating leases as of* March 31, 2026* were as follows:

Rental expenses under operating leases were $0.2 million and $0.1 million for thethree months ended* March 31, 2026and2025*, respectively.

Note13—Equity

Dividend Payments

The following table summarizes the quarterly dividends declared and paid by the Company on its Class A and Class B common stock during thethree months ended* March 31, 2026* (in thousands, except per share amounts):

On* May 12, 2026,the Company’s Board of Directors declared a quarterly dividend of $0.0750 per share on its Class A common stock and Class B common stock for thefirst* quarter of2026. The dividend will be paid on or about* June 2, 2026 to stockholders of record as of the close of business on May 22, 2026.*

Stock Repurchases and Redemption; Treasury Shares

On* March 11, 2013,the Board of Directors of the Company approved a program for the repurchase of up to an aggregate of 7.0 million shares of the Company’s Class B common stock. There wereno purchases under this program in thethree* months ended* March 31, 2026*. In thethree months ended* March 31, 2025*, the Company acquired 127,263 Class B common stock under the stock purchase program for an aggregate amount of $1.9 million. At* March 31, 2026*,3.5 million shares of Class B common stock remained available for repurchase under the stock repurchase program.

As of* March 31, 2026* and* December 31, 2025*, there were 4.5 million outstanding shares of Class B common stock held in the Company's treasury, with a cost basis of $48.8 million and $48.3 million, respectively, at a weighted average cost per share of $10.77 and $10.75, respectively.

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Exercise of Stock Options

There wereno exercises of options to purchase any of the Company's common stock in thethree months ended* March 31, 2026*.

At* March 31, 2026*, there wereno outstanding options to purchase the Company's common stock.

Purchase of Equity of Subsidiary

In thefourth quarter of2025, the Company purchased from a certain investor an 8.4% equity interest in Roded for $0.3 million, increasing its interest in Roded to 71.0%.

Stock-Based Compensation

As of* March 31, 2026*, there was $3.2 million of unrecognized stock-based compensation costs related to outstanding and unvested equity-based grants. These costs are expected to be recognized over a weighted-average period of approximately 1.4 years.

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Note14—Variable Interest Entity

Citizens Choice Energy, LLC (“CCE”) is a REP that resells electricity and natural gas to residential and small business customers in the State of New York. The Company didnot own any interest in CCE. Since2011, the Company has provided CCE with substantially all of the cash required to fund its operations. The Company determined that it had the power to direct the activities of CCE that most significantly impact its economic performance and it had the obligation to absorb losses of CCE that could potentially be significant to CCE on a stand-alone basis. The Company therefore determined that it was the primary beneficiary of CCE, and as a result, the Company consolidated CCE within its GRE segment. The net income or loss incurred by CCE was attributed to noncontrolling interests in the accompanying consolidated statements of operations.

In* April 2025,the Company signed an Equity Purchase Agreement with Tari Corporation to acquire a 100% interest in CCE forone* U.S. dollar and the forgiveness of all intercompany balances of CCE with the Company, subject to approval of the Federal Energy Regulatory Commission, which the Company received on* November 7, 2025*.

Net loss related to CCE and aggregate net funding provided by the Company were each $0.2 million for thethree months ended* March 31, 2025*.

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Note 15—Income Taxes

The following table provides a summary of the Company's effective tax rate:

The reported tax rates for thethree months ended* March 31, 2026* increased compared to the same period in2025. The increase is mainly from the change in the mix of tax rates in the jurisdictions where the Company earned taxable income as well as the nature of certain deductions.

The Company determined an annual effective tax rate and applied that annual effective tax rate to the Company's taxable income for the year to date interim periods. The effective tax rate differs from the statutory tax rate primarily due to the effect of nondeductible employee compensation expenses.

Note16—Earnings Per Share

Basic earnings per share is computed by dividing net income or loss attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted earnings per share is computed in the same manner as basic earnings per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increases is anti-dilutive.

The weighted-average number of shares used in the calculation of basic and diluted earnings per share attributable to the Company’s common stockholders consists of the following:

There wereno instruments excluded from the computation of diluted earnings per share for thethree months ended* March 31, 2026and2025*.

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Note17—Related Party Transactions

In thethird quarter of2024, Howard Jonas contributed $0.9 million to a majority-owned subsidiary of the Company, related to an acquisition of an investment property (seeNote 9—Investments).

In* June 2025,the Company acquired 130,484 Class B common stock of Rafael Holdings, Inc. ("Rafael") for $0.2 million in the rights offering undertaken by Rafael. Rafael is a former subsidiary of IDT that was spun off from IDT in March 2018.Howard S. Jonas is the Executive Chairman, Chairman of the Board of Directors and Chief Executive Officer of Rafael. For each of thethree* months ended* March 31, 2026and2025*, the Company recognized nominal amounts of gain and loss in connection with the investment. At* March 31, 2026*, the Company holds 346,877 shares of Class B common stock of Rafael with a carrying value of $0.4 million. The Company doesnot exercise significant influence over the operating or financial policies of Rafael.

The Company was formerly a subsidiary of IDT. On* October 28, 2011,*the Company was spun-off by IDT to IDT's stockholders. The Company entered into various agreements with IDT prior to the spin-off including an agreement for certain services to be performed by the Company and IDT. The Company also provides specified administrative services to certain of IDT’s foreign subsidiaries. Howard Jonas is the Chairman of the Board of IDT.

The charges for services provided by IDT to the Company, net of the charges for the services provided by the Company to IDT, are included in “Selling, general and administrative” expenses in the condensed consolidated statements of operations.

The following table presents the balance of receivables and payables to IDT:

The Company obtains insurance policies from several insurance brokers,one of which is IGM Brokerage Corp. (“IGM”). IGM is owned by the mother of Howard S. Jonas and Joyce Mason, who is a Director and Corporate Secretary of the Company. Jonathan Mason, husband of Joyce Mason and brother-in-law of Howard S. Jonas, provides insurance brokerage services via IGM. Based on information the Company received from IGM, the Company believes that IGM received commissions and fees from payments made by the Company (including payments fromthird party brokers). The Company paid IGM $0.4 million in2025 related to premiums of various insurance policies that were brokered by IGM. There wasno payment in thethree months ended* March 31, 2026*. There wasno outstanding payable to IGM as of* March 31, 2026*. Neither Howard S. Jonas nor Joyce Mason has any ownership or other interest in IGM other than via the familial relationships with their mother and Jonathan Mason.

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Note18—Business Segment Information

The Company hastwo reportable business segments: GRE and GREW. GRE owns and operates REPs, including IDT Energy, Residents Energy, TSE, Southern Federal and Evergreen Energy, Mirabito. Its REP businesses resell electricity and natural gas to residential and small business customers in the Eastern and Midwestern United States and Texas. GREW develops, constructs and operates utility-scale solar energy projects, distributes solar panels, offers energy procurement and advisory services and also markets alternative products and services complementary to its energy offerings. Corporate costs include unallocated compensation, consulting fees, legal fees, business development expenses and other corporate-related general and administrative expenses. Corporate doesnot generate any revenues, nor does it incur any cost of revenues.

The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision-maker ("CODM"), its chief executive officer.

The CODM uses segment income (loss) from operations to allocate resources for each segment. The CODM considers revenues and income (loss) from operations to assess performance and make decisions about allocating resources to the segments.

The accounting policies of the segments are the same as the accounting policies of the Company as a whole. There areno significant asymmetrical allocations to segments.

Operating results for the business segments of the Company were as follows:

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Total assets for the business segments of the Company were as follows

The total assets of the corporate segment includes the total assets of discontinued operations of Lumo Finland and Lumo Sweden with an aggregate net book value of $1.3 million and $1.4 million at* March 31, 2026* and* December 31, 2025*, respectively.

Note19—Commitments and Contingencies

Legal Proceedings

On* September 29, 2023,the Attorney General of the State of Illinois filed a complaint against Residents Energy in the Circuit Court of Cook County, Illinois, Chancery Division. The Complaint alleges several counts of violations of the Illinois Consumer Fraud and Deceptive Business Practices Act,815 ILCS505/1* et seq., and the Illinois Telephone Solicitations Act,815 ILCS413/1 et seq., in connection with Residents Energy’s marketing practices, and seeks monetary damages to redress any resulting losses alleged to have been incurred by customers, civil penalties for certain alleged violations in the amount of $50.0 thousand per violation, and other forms of injunctive and equitable relief to prevent future violations. The Company denies these allegations and intends to vigorously defend itself against any and all claims. As of* March 31, 2026*, there is insufficient basis to deem any loss probable or to assess the amount of any possible loss. For thethree months ended* March 31, 2026* and2025, Resident Energy’s gross revenues from sales in Illinois were $7.0 million and $8.1 million, respectively.

The Company* mayfrom time to time be subject to legal proceedings that arise in the ordinary course of business. Although there can beno* assurance in this regard, the Company doesnot expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition.

SeeNote5**—Acquisitions andDiscontinued Operations, for discussion related to the administration of Lumo Finland.

Agency and Regulatory Proceedings

From time to time, the Company receives inquiries or requests for information or materials from public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes, and the Company responds to those inquiries or requests. 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.

Other Commitments

Purchase Commitments

The Company had future purchase commitments of $131.3 million at* March 31, 2026*, of which $124.4 million was for future purchase of electricity. The purchase commitments outstanding as of* March 31, 2026* are expected to be paid as follows:

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In thethree months ended* March 31, 2026*, the Company purchased $48.2 million and $1.8 million of electricity and renewable energy credits, respectively, under purchase commitments that were open during the period. In thethree months ended* March 31, 2025*, the Company purchased $44.6 million and $2.3 million of electricity and renewable energy credits, respectively, under purchase commitments that were open during the period.

Renewable Energy Credits

GRE must obtain a certain percentage or amount of its power supply from renewable energy sources in order to meet the requirements of renewable portfolio standards in the states in which it operates. This requirement* maybe met by obtaining renewable energy credits that provide evidence that electricity has been generated by a qualifying renewable facility or resource. At March 31, 2026*, GRE had commitments to purchase renewable energy credits of $6.9 million, which are reflected in the table above.

Performance Bonds and Unused Letters of Credit

GRE has performance bonds issued through athird party for certain utility companies and for the benefit of various states in order to comply with the states’ financial requirements for REPs. At* March 31, 2026*, GRE had aggregate performance bonds of $29.5 million outstanding and $1.0 million of unused letters of credit.

BP Energy Company Preferred Supplier Agreement

Certain of GRE’s REPs are party to an Amended and Restated Preferred Supplier Agreement with 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 afirst* security interest in deposits or receivables from utilities in connection with their purchase of the REPs’ 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* March 31, 2026*, the Company was in compliance with such covenants. At* March 31, 2026*, restricted cash—short-term of $1.6 million and trade accounts receivable of $72.3 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $18.3 million at* March 31, 2026*.

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Note20—Debt

Term Loan

On* November 18, 2024,the Company's 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 1and October 1of each year starting on July 1, 2025.*Below is the summary of the principal payments per year (in thousands):

Interest on the unpaid balance is payable on each* January 1,** April 1,** July 1and October 1calculated using the3*-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 over360 days. The Company paid NCB a nonrefundable commitment fee equal to 1.0% of the total principal amount equivalent to $0.1 million. The Company has 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 the Company's operating solar systems located in Ohio, Indiana and Michigan. The Term Loan is subject to various financial and negative covenants and at* March 31, 2026* the Company was in compliance with all such covenants.

At* March 31, 2026* and* December 31, 2025*, there was $7.0 million and $7.1 million, outstanding under the Term Loan at a weighted average interest rate of 6.3% and 6.2%, respectively.

The Company 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 agreements. At* March 31, 2026* and* December 31, 2025*, aggregate of $3.9 million and $3.8 million, respectively, are deposited in NCB and are subject to certain restrictions.

Credit Agreement with JPMorgan Chase Bank

On* December 13, 2018,the Company entered into a Credit Agreement with JPMorgan Chase Bank (the “Credit Agreement”). On October 12, 2025,the Company entered into an amendment of the existing Credit Agreement to extend the maturity date to December 31, 2026.The aggregate maximum draw of the facility was retained as a $3.0 million credit line (the “Credit Line”). The Company pays a commitment fee of 0.1% per annum on the unused portion of the Credit Line as specified in the Credit Agreement. The borrowed amounts will be in the form of letters of credit which will bear interest of 1.0% per annum. The Company will also pay a fee for each letter of credit that is issued equal to the greater of $500 or 1.0% of the original maximum available amount of the letter of credit. The Company 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 March 31, 2026*, there were $1.0 million in letters of credit issued by JP Morgan Chase Bank. At* March 31, 2026*, the cash collateral of $3.3 million was included in restricted cash—short-term in the condensed consolidated balance sheet.

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Note21—Recently Issued Accounting Standards

In* November 2024,the FASB issued ASU2024*-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic220*-40):Disaggregation of Income Statement Expenses. ASU2024*-03 will require additional disclosures in the notes to financial statements related to disaggregated information about specific categories underlying certain income statement expense line items that are considered relevant, which include items such as the purchase of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance is effective for annual periods beginning after* December 15, 2026.Early adoption is permitted. Adoption of this guidance will result in additional disclosure, but willnot* impact our consolidated financial position, results of operations, or cash flows.

In* July 2025,the FASB issued ASU2025*-05, Financial Instruments—Credit Losses (Topic326*): Measurement of Credit Losses for Accounts Receivable and Contract Assets*(“ASU2025-05”). ASU2025-05 provides a practical expedient permitting entities to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The guidance is effective for annual reporting periods beginning after* December 15, 2025,and for interim periods within those annual reporting periods. Early adoption is permitted. The guidance should be applied prospectively. The Company adopted this guidance in2026* and determine that it hasno impact to our consolidated financial statements.

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