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Genie Energy Ltd.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

GNE$17.72+6.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0001437749-26-026209

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-05.

0001437749-26-035197

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 115 previous paragraphs and 115 current paragraphs.

54 unchanged; 55 reworded; 6 added; 5 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

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

Current report

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

Current report

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

Current report

In September 2026, we received an incentive award payment of $2.3 million directly from New York State Research and Development Authority under the New York-Sun Megawatt Block incentive program related to solar array projects put into operations.
Removed paragraphs (5)

Previous report

Although GRE endeavors to maintain best sales and marketing practices, such practices have been the subject of class action lawsuits in the past.

Previous report

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 report

Corporate general and administrative expenses decreased by 3.9% in the six months ended June 30, 2026 compared to the same period in 2025 due to lower accrued bonuses. As a percentage of consolidated revenues, Corporate general and administrative expenses were flat at 1.7% each of the six months ended June 30, 2026 and 2025.

Previous report

Provision for Income Taxes. The change in the reported tax rate for the three and six months ended June 30, 2026 compared to the same periods in 2025 is mainly from the effect of federal investment tax credits from community solar project that started operating in the second quarter of 2026.
Reworded paragraphs (55)

Previous wording

GREW primarily consists of a 91.5% interest in Diversegy, our energy procurement advisor for industrial, commercial and municipal customers, a 95.5% interest in Genie Solar, an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects, a 93.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complimentary to our energy offerings, a 72.2% interest in Roded, a producer of high-grade plastic pallets from recycled materials and a 57.0% interest in Able Minds ABA LLC ("Able Minds"), a provider of expert applied behavioral analysis therapy for children with autism.

Current wording

GREW primarily consists of a 91.5% interest in Diversegy, our energy procurement advisor for industrial, commercial and municipal customers, a 95.5% interest in Genie Solar, an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects, a 93.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complimentary to our energy offerings, a 76.3% interest in Roded, a producer of high-grade plastic pallets from recycled materials and a 61.1% interest in Able Minds ABA LLC ("Able Minds"), a provider of expert applied behavioral analysis therapy for children with autism.

Previous wording

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

Current wording

Net results from discontinued operations of Lumo Sweden, net of taxes was $0.1 million and minimal amount for the three months ended September 30, 2026 and 2025, respectively. Net results from discontinued operations of Lumo Sweden, net of taxes was $0.2 million and $0.1 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous 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, 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 $40.2 million as of June 30, 2026) belongs to the Bankruptcy Estate. The Bankruptcy Estate filed an additional claim with the District Court on May 27, 2024 against Lumo Sweden for €4.8 million (equivalent to $5.5 million as of June 30, 2026), also alleging that the gain from the sale of the swap instruments belongs to the Bankruptcy Estate, bringing the aggregate sum of claims related to the gain from sale of swap instruments to €40.0 million (equivalent to $45.6 million as of June 30, 2026). We believe that the Lumo Administrators' position is without merit, and are vigorously defending 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, a wholly-owned subsidiary of the Company and the parent company of Lumo Finland, its directors, officers and affiliates, in which they allege that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $39.9 million as of September 30, 2026) belongs to the Bankruptcy Estate. The Bankruptcy Estate filed an additional claim with the District Court on May 27, 2024 against Lumo Sweden for €4.8 million (equivalent to $5.4 million as of September 30, 2026), also alleging that the gain from the sale of the swap instruments belongs to the Bankruptcy Estate, bringing the aggregate sum of claims related to the gain from sale of swap instruments to €40.0 million (equivalent to $45.3 million as of September 30, 2026). We believe that the Lumo Administrators' position is without merit, and are vigorously defending its position.

Previous wording

The Lumo Administrators filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.8 million as of June 30, 2026) prior to the bankruptcy. Related to such payment, the Lumo Administrators have filed a recovery claim jointly against us and the supplier for €1.6 million (equivalent to $1.8 million as of June 30, 2026) alleging that a portion of the payment by Lumo Finland effectively reduced our liability under the terms of a previously supplied parental guarantee (this €1.6 million is included within - and not additive to - the €4.2 million). The Lumo Administrators allege that the payments represented preferential payments and therefore belong to the Bankruptcy Estate which are recoverable under the laws of Finland. We are challenging the Lumo Administrator's claims.

Current wording

The Lumo Administrators filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.8 million as of September 30, 2026) prior to the bankruptcy. Related to such payment, the Lumo Administrators have filed a recovery claim jointly against us and the supplier for €1.6 million (equivalent to $1.8 million as of September 30, 2026) alleging that a portion of the payment by Lumo Finland effectively reduced our liability under the terms of a previously supplied parental guarantee (this €1.6 million is included within - and not additive to - the €4.2 million in the asserted claim). The Lumo Administrators allege that the payments represented preferential payments and therefore belong to the Bankruptcy Estate which are recoverable under the laws of Finland. We are challenging the Lumo Administrator's claims.

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 93.8% and 94.1% of our consolidated revenues for the three months ended June 30, 2026 and 2025, respectively and 94.3% and 95.6 of our consolidated revenues in the six months ended June 30, 2026 and 2025, 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 94.9% and 95.7% of our consolidated revenues for the three months ended September 30, 2026 and 2025, respectively and 94.5% and 95.7%of our consolidated revenues in the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Utility companies provide billing and collections services to the GRE's REPs. In addition, utility companies offer purchase of receivables, or POR, programs in most of the service territories in which GRE operates. GRE’s REPs reduce their customer credit risk by participating in POR programs for a majority of their receivables. Under the POR programs, the utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. GRE’s REPs’ primary credit risk in these jurisdictions is therefore nonpayment by the utility companies. In the three and six months ended June 30, 2026 and 2025, the associated cost was approximately 1.4% and 1.1% of GRE's revenues, respectively. At June 30, 2026 and December 31, 2025, 79.9% and 86.6%, respectively, of GRE’s net accounts receivable were under POR programs.

Current wording

Utility companies provide billing and collections services to the GRE's REPs. In addition, utility companies offer purchase of receivables, or POR, programs in most of the service territories in which GRE operates. GRE’s REPs reduce their customer credit risk by participating in POR programs for a majority of their receivables. Under the POR programs, the utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. GRE’s REPs’ primary credit risk in these jurisdictions is therefore nonpayment by the utility companies. In the three and nine months ended September 30, 2026 and 2025, the associated cost was approximately 1.6% and 1.1% of GRE's revenues, respectively. At September 30, 2026 and December 31, 2025, 75.7% and 86.6%, respectively, of GRE’s net accounts receivable were under POR programs.

Previous wording

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

Current wording

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

Previous wording

** Three Months Ended June 30, 2026 Compared to** Three and Six Months Ended June 30, 2025

Current wording

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

Previous wording

Revenues. Electricity revenues decreased by 7.0% in the three months ended June 30, 2026 compared to the same period in 2025. The decrease was due to a decrease in electricity consumption partially offset by an increase in the average price per kilowatt hour charged to customers in the three months ended June 30, 2026 compared to the same period in 2025. Electricity consumption by GRE’s REPs' customers decreased by 17.2% in the three months ended June 30, 2026, compared to the same period in 2025, reflecting an 18.1% decrease in the average number of meters served partially offset by a 1.1% increase in the average consumption per meter. The decrease in meters served was primarily driven by expiration of aggregation deals over the course of 2025. The average rate per kilowatt hour sold increased by 12.2% in the three months ended June 30, 2026 compared to the same period in 2025 due to general market conditions.

Current wording

Revenues. Electricity revenues decreased by 10.5% in the three months ended September 30, 2026 compared to the same period in 2025. The decrease was due to a decrease in electricity consumption partially offset by an increase in the average price per kilowatt hour charged to customers in the three months ended September 30, 2026 compared to the same period in 2025. Electricity consumption by GRE’s REPs' customers decreased by 18.1% in the three months ended September 30, 2026, compared to the same period in 2025, reflecting a 20.0% decrease in the average number of meters served partially offset by a 2.3% increase in the average consumption per meter. The decrease in meters served was primarily driven by expiration of aggregation deals over the course of 2025. The average rate per kilowatt hour sold increased by 9.3% in the three months ended September 30, 2026 compared to the same period in 2025 due to general market conditions.

Previous wording

Electricity revenues decreased by 5.7% in the six months ended June 30, 2026 compared to the same period in 2025. The decrease was due to a decrease in electricity consumption partially offset by an increase in the average price per kilowatt hour charged to customers in the six months ended June 30, 2026 compared to the same period in 2025. Electricity consumption by GRE’s REPs' customers decreased by 18.2% in the six months ended June 30, 2026, compared to the same period in 2025, reflecting an 18.5% decrease in the average number of meters served partially offset by a 0.3% increase in the average consumption per meter. The decrease in meters served was primarily driven by expiration of aggregation deals over the course of 2025. The average rate per kilowatt hour sold increased by 15.4% in the six months ended June 30, 2026 compared to the same period in 2025 due to general market conditions.

Current wording

Electricity revenues decreased by 7.6% in the nine months ended September 30, 2026 compared to the same period in 2025. The decrease was due to a decrease in electricity consumption partially offset by an increase in the average price per kilowatt hour charged to customers in the nine months ended September 30, 2026 compared to the same period in 2025. Electricity consumption by GRE’s REPs' customers decreased by 18.2% in the nine months ended September 30, 2026, compared to the same period in 2025, reflecting a 19.0% decrease in the average number of meters served partially offset by a 1.0% increase in the average consumption per meter. The decrease in meters served was primarily driven by expiration of aggregation deals over the course of 2025. The average rate per kilowatt hour sold increased by 13.0% in the nine months ended September 30, 2026 compared to the same period in 2025 due to general market conditions.

Previous wording

Natural gas revenues increased by 16.2% in the three months ended June 30, 2026 compared to the same period in 2025. The increase was the result of a 50.3% increase in average revenue per therm sold in the three months ended June 30, 2026 compared to the same period in 2025, due to general market conditions, partially offset by a 22.7% decrease in natural gas consumption by GRE’s REPs' customers in the three months ended June 30, 2026, compared to the same period in 2025, reflecting a 27.9% decrease in the average consumption per meter partially offset by a 7.1% increase in the average number of meters served. The decrease in the average consumption per meter was driven change in customer mix during the periods.

Current wording

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

Previous wording

Natural gas revenues increased by 22.4% in the six months ended June 30, 2026 compared to the same period in 2025. The increase was the result of a 39.9% increase in average revenue per therm sold in the six months ended June 30, 2026 compared to the same period in 2025, due to general market conditions, partially offset by a 12.5% decrease in natural gas consumption by GRE’s REPs' customers in the six months ended June 30, 2026, compared to the same period in 2025, reflecting a 15.5% decrease in the average consumption per meter partially offset by a 3.5% increase in the average number of meters served. The decrease in the average consumption per meter was driven change in customer mix during the periods.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Gross meter acquisitions in the three months ended June 30, 2026, were 65,000 compared to 70,000 for the same period in 2025. Gross meter acquisitions in the six months ended June 30, 2026, were 149,000 compared to 131,000 for the same period in 2025. Gross meter acquisitions for the six months ended June 30, 2026 increased compared to the same period in 2025 as we continue to increase our investments in customer acquisition efforts.

Current wording

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

Previous wording

Meters served decreased by 2,000 between March 31, 2026 and June 30, 2026. The increase in the number of meters served at June 30, 2026 compared to December 31, 2025 is due to new sales during the three months ended June 30, 2026 as customer acquisition increased as discussed above.

Current wording

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

Previous wording

In the three months ended June 30, 2026, average monthly churn increased to 5.9% compared to 4.8% for the same period in 2025. In the six months ended June 30, 2026, average monthly churn increased to 5.9% compared to 5.2% for the same period in 2025. The increases are due to new sales in 2026 failing to fully replace those lost to churn during the period.

Current wording

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

Previous wording

RCEs at June 30, 2026 decreased by 9,000 compared to March 31, 2026. RCEs at June 30, 2026 increased by 16,000 compared to December 31, 2025. The fluctuations in RCE are due to increases in the number of meters served as discussed above.

Current wording

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

Previous wording

Cost of revenues for electricity decreased in the three months ended June 30, 2026 compared to the same period in 2025 primarily because of a decrease in electricity consumption by GRE’s REPs’ customers partially offset an increase in the average unit cost of electricity. The average unit cost of electricity increased 2.3% in the three months ended June 30, 2026 compared to the same period in 2025 due to general market conditions. The gross margin on electricity sales increased in the three months ended June 30, 2026 compared to the same period in 2025 because the average rated charged to customers increased more than the unit cost of electricity.

Current wording

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

Previous wording

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

Current wording

Cost of revenues for electricity decreased in the nine months ended September 30, 2026 compared to the same period in 2025 primarily because of a decrease in electricity consumption by GRE’s REPs’ customers partially offset an increase in the average unit cost of electricity. The average unit cost of electricity increased 8.8% in the nine months ended September 30, 2026 compared to the same period in 2025 due to general market conditions. The gross margin on electricity sales increased in the nine months ended September 30, 2026 compared to the same period in 2025 because the unit cost of electricity increased more than the increase in the average rate charged to customers.

Previous wording

Cost of revenues for natural gas decreased in the three months ended June 30, 2026 compared to the same period in 2025 primarily because of decreases in natural gas consumption by GRE's REPs' customers and the average unit cost of natural gas. The average unit cost of natural gas decreased 18.9% in the three months ended June 30, 2026 compared to the same period in 2025 due to general market conditions. Gross margin on natural gas sales increased in the three months ended June 30, 2026 compared to the same period in 2025 because the average rate charged to customers increased while the average unit cost of natural gas decreased.

Current wording

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

Previous wording

Cost of revenues for natural gas increased in the six months ended June 30, 2026 compared to the same period in 2025 primarily because of an increase in the average unit cost of natural gas partially offset by a decrease in natural gas consumption by GRE's REPs' customers. The average unit cost of natural gas increased 29.1% in the six months ended June 30, 2026 compared to the same period in 2025 due to general market conditions. Gross margin on natural gas sales increased in the six months ended June 30, 2026 compared to the same period in 2025 because the average rate charged to customers increased more than the average unit cost of natural gas.

Current wording

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

Previous wording

Selling, General and Administrative. Selling, general and administrative expenses increased by 27.0% in the three months ended June 30, 2026 compared to the same period in 2025 primarily due to increases in marketing and customer acquisition costs, employee related expenses, and POR program fees. Marketing and customer acquisition expenses increased by $3.9 million in the three months ended June 30, 2026 compared to the same period in 2025 due to an increase in average acquisition cost per meter due to changes in customer acquisition channel mix in the three months ended June 30, 2026 compared to the same period in 2025. Employee-related expenses increased by $0.4 million in the three months ended June 30, 2026 compared to the same period in 2025 primarily due to a decrease in bonus accrual. POR program fees increased by $0.3 million in the three months ended June 30, 2026 compared to the same period in 2025 primarily due to an increase in rates charged by utilities for this service. As a percentage of GRE’s total revenues, selling, general and administrative expenses increased from 17.5% in the three months ended June 30, 2025 to 23.4% in the three months ended June 30, 2026.

Current wording

Selling, General and Administrative. Selling, general and administrative expenses increased by 29.8% in the three months ended September 30, 2026 compared to the same period in 2025 primarily due to increases in marketing and customer acquisition costs, employee related expenses, and POR program fees. Marketing and customer acquisition expenses increased by $3.5 million in the three months ended September 30, 2026 compared to the same period in 2025 due to an increase in average acquisition cost per meter due to changes in customer acquisition channel mix in the three months ended September 30, 2026 compared to the same period in 2025. Employee-related expenses increased by $0.4 million in the three months ended September 30, 2026 compared to the same period in 2025 primarily due to an increase in bonus accrual. POR program fees increased by $0.5 million in the three months ended September 30, 2026 compared to the same period in 2025 primarily due to an increase in rates charged by utilities for this service. As a percentage of GRE’s total revenues, selling, general and administrative expenses increased from 13.1% in the three months ended September 30, 2025 to 18.7% in the three months ended September 30, 2026.

Previous wording

Selling, general and administrative expenses increased by 22.2% in the six months ended June 30, 2026 compared to the same period in 2025 primarily due to increases in marketing and customer acquisition costs, provision for credit losses and POR program fees. Marketing and customer acquisition expenses increased by $7.6 million in the six months ended June 30, 2026 compared to the same period in 2025 due to an increase average acquisition cost per meter due to changes in customer acquisition channel mix in the six months ended June 30, 2026 compared to the same period in 2025. Provision for credit losses increased by $0.4 million in the six months ended June 30, 2026 compared to the same period in 2025 primarily due to increase in revenues in non-POR markets. POR program fees increased by $0.3 million in the six months ended June 30, 2026 compared to the same period in 2025 primarily due to an increase in rates charged by utilities for this service. As a percentage of GRE’s total revenues, selling, general and administrative expenses increased from 15.7% in the six months ended June 30, 2025 to 19.4% in the six months ended June 30, 2026.

Current wording

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

Previous wording

The GREW (formerly GES) segment is composed of our interests in Genie Solar, CityCom, Roded, Diversegy and Able Minds. Genie Solar is an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects. CityCom is a marketer of community solar and alternative products and services complementary to our energy offerings. Diversegy is a provider of energy procurement advisory services to industrial, commercial and municipal customers. Roded is a producer of high-grade plastic pallets form recycled materials.

Current wording

The GREW (formerly GES) segment is composed of our interests in Diversegy, Genie Solar, CityCom, Roded, and Able Minds. Genie Solar is an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects. CityCom is a marketer of community solar and alternative products and services complementary to our energy offerings. Diversegy is a provider of energy procurement advisory services to industrial, commercial and municipal customers. Roded is a producer of high-grade plastic pallets form recycled materials.

Previous wording

In April 2026 the we acquired a 57.0% controlling interest of Able Minds, a provider of expert applied behavioral analysis therapy for children with autism.

Current wording

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

Previous wording

*Revenues.*GREW's revenues remained flat in the three months ended June 30, 2026 compared to the same period in 2025 due to increases in revenues generated by CityCom, Roded and Able Minds offset by a decrease in revenues generated by Diversegy and Genie Solar. Revenues from CityCom increased by $0.3 million in the three months ended June 30, 2026 compared to the same period in 2025. Able Minds generated $0.2 million revenues in the 2026 period from its acquisition in April 2026. Revenues from Roded increased by $0.1 million in the three months ended June 30, 2026 compared to the same period in 2025 as it continued to invest in increasing its manufacturing capabilities. Genie Solar's revenues from the sale of solar panels and development of solar projects for customers, electricity generation from operational solar arrays and sale of solar panels decreased by $0.5 million in the three months ended June 30, 2026 compared to the same period in 2025 as the Company discontinued its solar project development projects as discussed above. Diversegy's revenues from commissions, entry fees and other fees decreased by $0.2 million in the three months ended June 30, 2026 compared to the same period in 2025.

Current wording

*Revenues.*GREW's revenues increased in the three months ended September 30, 2026 compared to the same period in 2025 due to increases in revenues generated by CityCom, Genie Solar, Roded and Able Minds, partially offset by a decrease in revenues generated by Diversegy. Revenues from CityCom increased by $0.3 million in the three months ended September 30, 2026 compared to the same period in 2025. Able Minds generated $0.3 million revenues in the 2026 period from its acquisition in April 2026. Revenues from Roded increased by $0.1 million in the three months ended September 30, 2026 compared to the same period in 2025 as it continued to invest in increasing its manufacturing capabilities. Genie Solar's revenues from the sale of solar panels and development of solar projects for customers, electricity generation from operational solar arrays and sale of solar panels increased by $0.3 million in the three months ended September 30, 2026 compared to the same period in 2025 as the Company continues to sell its remaining solar panels and improvement in the electricity generation of community solar projects. Diversegy's revenues from commissions, entry fees and other fees decreased by $0.5 million in the three months ended September 30, 2026 compared to the same period in 2025.

Previous wording

GREW's revenues increased in the six months ended June 30, 2026 compared to the same period in 2025 due to increases in revenues generated by Genie Solar, CityCom, Roded and Able Minds partially offset by a decrease in revenues generated by Diversegy. Genie Solar's revenues from the sale of solar panels and development of solar projects for customers, electricity generation from operational solar arrays and sale of solar panels increased by $2.5 million in the six months ended June 30, 2026 compared to the same period in 2025 as the Company sold its remaining solar panels at its carrying costs to reduce the level of solar panel inventories. Revenues from CityCom Solar increased by $0.8 million in the six months ended June 30, 2026 compared to the same period in 2025. Revenues from Roded increased by $0.2 million in the six months ended June 30, 2026 compared to the same period in 2025 as it continued to increase its manufacturing capabilities. Able Minds generated $0.2 million revenues since its acquisition in April 2026. Diversegy's revenues from commissions, entry fees and other fees decreased by $0.5 million in the six months ended June 30, 2026 compared to the same period in 2025.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Selling, general and administrative expenses increased by 39.1% in the six months ended June 30, 2026 compared to the same period in 2025 due to increases in marketing cost, employee-related costs, consulting fees and depreciation expenses. Marketing costs increased by $0.4 million in the six months ended June 30, 2026 compared to the same period in 2025, due to an increase in marketing activities in Genie Solar, CityCom and Able Minds. Employee-related costs increased by $0.4 million in the six months ended June 30, 2026 compared to the same period in 2025, due to an increase in the number of employees, principally at Diversegy and CityCom. Consulting fees increased by $0.4 million in the six months ended June 30, 2026 compared to the same period in 2025 due to an increase in level of business activities. Depreciation expenses increased by $0.2 million in the six months ended June 30, 2026 compared to the same period in 2025 due to completion and start of operation of community solar project and new equipment used in Roded.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Selling, general and administrative expenses. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $0.6 million in each of the three months ended June 30, 2026 and 2025. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $1.4 million and $1.4 million for the six months ended June 30, 2026 and 2025, respectively. At June 30, 2026, the aggregate unrecognized compensation cost related to non-vested stock-based compensation was $2.7 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 in each of the three months ended September 30, 2026 and 2025. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $2.0 million and $1.9 million for the nine months ended September 30, 2026 and 2025, respectively. At September 30, 2026, the aggregate unrecognized compensation cost related to non-vested stock-based compensation was $2.1 million. The unrecognized compensation cost is recognized over the expected vesting period.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

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Previous report — wording carried elsewhere

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.