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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, ~~2024~~2025,

☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.

Commission File Number:1-35327

Genie Energy Ltd.

(Exact name of registrant as specified in its charter)

Delaware		45-2069276
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

520 Broad Street, Newark, New Jersey 07102

(Address of principal executive offices, zip code)

(973) 438-3500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class B common stock, par value $0.1 per share	GNE	New York Stock Exchange
Class B common stock, par value $0.01 per share	GNE	New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Table of Contents

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, based on the closing price on June 2830, ~~2024~~2025 (the last business day of the registrant’s most recently completed second fiscal quarter) of the Class B common stock of $1426.6288 per share, as reported on the New York Stock Exchange, was approximately $~~288~~512.84 million.

As of ~~March~~April 1227, ~~2025~~2026, the registrant had outstanding 2524,~~435~~826,~~418~~ 192 shares of Class B common stock and 1,574,326 shares of Class A common stock. Excluded from these numbers are 34,~~889~~529,~~037~~558 shares of Class B common stock held in treasury by the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement relating to its Annual Meeting of Stockholders, to be held ~~May~~June 63, ~~2025~~2026, are incorporated by reference into Part III of this Form 10-K to the extent described therein.

Table of Contents

Index

Genie Energy Ltd.

Annual Report on Form 10-K

Part I 1 Item 1. Business. 1 Item 1A. Risk Factors. 14 Item 1B. Unresolved Staff Comments. 2324 Item 1C. Cybersecurity. 2324 Item 2. Properties. 2425 Item 3. Legal Proceedings. 2425 Item 4. Mine Safety Disclosures. 2425 Part II 2425 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 2425 Item 6. Selected Financial Data. 2627 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 2627 Item 7A. Quantitative and Qualitative Disclosures about Market Risks. 4644 Item 8. Financial Statements and Supplementary Data. 4644 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 4644 Item 9A. Controls and Procedures. 4644 Item 9B. Other Information. 4745 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection. 4745 Part III 4745 Item 10. Directors, Executive Officers and Corporate Governance. 4745 Item 11. Executive Compensation. 4846 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 4846 Item 13. Certain Relationships and Related Transactions, and Director Independence. 4846 Item 14. Principal Accounting Fees and Services. 4846 Part IV 4947 Item 15. Exhibits, Financial Statement Schedules. 4947 Item 16. Form 10-K Summary 5048 Signatures 5149

Table of Contents

EXPLANATORY NOTE

GENERAL

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

RESTATEMENT

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

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

RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

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

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

INTERNAL CONTROL CONSIDERATIONS

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

Table of Contents

Part I

As used in this Annual Report, unless the context otherwise requires, the terms “the Company,” “Genie,” “we,” “us,” and “our” refer to Genie Energy Ltd., a Delaware corporation, and its subsidiaries, collectively.

Item 1. Business.

BUSINESS OVERVIEW

Genie Energy Ltd. is end-to-end provider of energy services. We manage our business and report results through two reporting segments.

● Genie Retail Energy (“GRE”) supplies electricity and natural gas to residential and small business customers through retail energy providers ("REPs") operating in certain deregulated markets within the United States; and

● Genie Renewables ("GREW") is primarily comprised of the following three lines of businesses: Genie Solar — an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects; CityCom Solar (“CityCom”) — a marketer of community solar and alternative products and services complementary to our energy offerings; Diversegy LLC (“Diversegy”) — a provider of energy procurement and advisory services to industrial, commercial and municipal customers.

~~The Company owns 100% of~~ o Genie ~~Retail~~Solar Energy, Inc. and 95.5% of Genie Energy Services, LLC (“GES”). GES holds our interest in the entities comprising the GREW segment. In the third quarter of 2022, the Company ceased to operate a former segment, GRE International (“GREI”). Certain of— ~~GREI's~~an ~~assets~~integrated ~~and~~solar ~~liabilities~~energy ~~and operations were classified as discontinued operations and the segment's remaining assets and liabilities were combined with corporate.~~company;

~~GRE~~o CityCom Solar ~~owns and operates REPs, including IDT Energy, Inc.~~ (“~~IDT Energy~~CityCom”), Residents Energy, LLC (“Residents Energy”), Town Square Energy, LLC and Town Square Energy East, LLC (collectively, “TSE”), Southern Federal Power, LLC (“SFP”), Evergreen Gas & Electric, LLC (“Evergreen”) and Mirabito— ~~Natural~~a ~~Gas,~~marketer ~~LLC ("Mirabito"). GRE's REP businesses resell electricity and natural gas to residential and small business and small commercial customers. The majority~~ of ~~GRE's REPs'~~community ~~customers~~solar ~~are located in the Eastern~~ and ~~Midwestern~~alternative ~~United~~products ~~States~~ and ~~Texas.~~services ~~Mirabito supplies~~complementary ~~natural gas~~ to ~~commercial customers~~our inenergy ~~Florida.~~ offerings;

~~GREW~~o Diversegy ~~consists~~LLC of(“Diversegy”) ~~our~~— an energy ~~95.5%~~procurement ~~interest~~advisor for ~~in Genie Solar~~industrial, ~~our 92.8%~~commercial ~~interest in CityCom Solar~~ and ~~our 96.0%~~municipal ~~interest~~customers; ~~in Diversegy.~~and

~~DISCONTINUED~~o Roded ~~OPERATIONS~~Recycling INIndustries ~~UNITED~~("Roded") ~~KINGDOM,~~— ~~FINLAND~~a ~~AND~~producer ~~SWEDEN~~of high-grade plastic pallets from recycled materials.

~~Previously,~~REPORTABLE the Company had a third segment, Genie Retail Energy Internationals, or GREI, which supplied electricity and natural gas to residential and small business customers in certain markets in Europe. GREI was comprised of Orbit Energy Limited ("Orbit”), which operated in the United Kingdom, Lumo Energia Oyj (“Lumo Finland”) which operated in Finland and Lumo Energi AB (“Lumo Sweden”) which operated in Sweden. SEGMENTS

~~On November~~We ~~29,~~have ~~2021,~~two ~~Orbit~~reportable ~~was~~business ~~declared~~segments: ~~insolvent~~GRE and ~~its~~GREW. ~~customers~~Our ~~were~~reportable ~~transferred~~segments toare ~~the~~distinguished ~~“supplier~~by types of ~~last~~service, ~~resort.”~~customers ~~Effective~~and ~~December~~customer 1,geography. ~~2021,~~Financial ~~the~~information ~~administration~~by ofsegment ~~Orbit~~and ~~was~~geographic ~~transferred~~areas tois ~~third-party~~presented ~~administrators~~in ~~(the~~ "~~Orbit~~Note ~~Administrator").~~20 ~~The~~— ~~accounts~~Business ofSegment ~~Orbit~~and ~~were deconsolidated from~~Geographic ~~those~~Information" ofin the ~~Company~~Notes ~~effective~~to ~~December~~our 1,Consolidated ~~2021~~Financial Statements in this Annual Report.

~~On November~~The 28Company owns 100% of Genie Retail Energy, ~~2023~~Inc. and 95.5% of Genie Energy Services, LLC (“GES”). GES holds our interest in the ~~administration~~entities ofcomprising ~~Orbit~~the ~~ceased~~GREW ~~and~~segment. In the ~~control~~third quarter of ~~Orbit~~2022, ~~reverted~~the ~~back~~Company ceased to ~~the~~operate ~~Company~~a ~~from~~former ~~the~~segment, ~~Orbit~~GRE ~~Administrator~~International (“GREI”). ~~The~~Certain ~~accounts~~ of GREI's ~~Orbit~~assets and liabilities and operations were ~~consolidated~~ ~~with~~classified ~~those~~as ofdiscontinued operations and the ~~Company~~segment's ~~effective~~remaining ~~November~~assets ~~28,~~and ~~2023~~liabilities were combined with corporate.

InGRE ~~the~~owns ~~third~~and ~~quarter~~operates ofREPs, ~~2022~~including IDT Energy, ~~the~~ ~~Company~~Inc. ~~decided~~(“IDT toEnergy”), ~~discontinue~~Residents ~~the~~Energy, ~~operations~~LLC ~~of Lumo Energia Oyj~~ (“~~Lumo Finland~~Residents Energy”), Town Square Energy, LLC and ~~Lumo Energi AB~~Town Square Energy East, LLC (collectively, “~~Lumo Sweden~~TSE”)., InSouthern ~~July~~Federal ~~2022~~Power, ~~the~~ ~~Company~~LLC ~~entered~~(“SFP”), ~~into~~Evergreen aGas ~~series~~& ofElectric, ~~transactions~~LLC to(“Evergreen”) ~~sell~~and ~~most~~Mirabito Natural ofGas, ~~the~~LLC ("Mirabito"). GRE's REP businesses resell electricity ~~swap~~and ~~instruments~~natural ~~held~~gas byto ~~Lumo~~residential ~~Sweden.~~and ~~The~~small ~~Company~~business ~~also~~and ~~entered~~small ~~into~~commercial acustomers. The ~~series~~majority of ~~transactions~~GRE's REPs' tocustomers ~~transfer~~are located in the ~~customers~~Eastern ofand ~~Lumo Finland~~Midwestern United States and ~~Lumo~~Texas. Mirabito ~~Sweden~~supplies natural gas to ~~other~~commercial customers ~~suppliers~~in Florida.

GREW consists ~~In November 2022, Lumo Finland declared bankruptcy and the administration~~ of ~~Lumo~~our ~~Finland~~95.5% ~~was~~interest ~~transferred~~in toGenie anSolar, ~~administrator (the “Lumo Administrators”)~~our 93.8% ~~All~~interest ~~assets~~in ~~and liabilities of Lumo Finland remain with Lumo Finland~~CityCom Solar, inour 91.5% ~~which the Company retains its ownership~~ interest, ~~however,~~in Diversegy ~~the management~~ and ~~control~~our ~~of Lumo Finland were transferred to the Lumo Administrators~~72.2% ~~Since~~interest ~~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~~Roded.

1DISCONTINUED OPERATIONS IN UNITED KINGDOM, FINLAND AND SWEDEN

WePreviously, ~~account~~the ~~for~~Company ~~the~~had ~~operations~~a third segment, Genie Retail Energy International, or GREI, which supplied electricity and natural gas to residential and small business customers in certain markets in Europe. GREI was comprised of Orbit Energy Limited ("Orbit”), which operated in the United Kingdom, Lumo Energia Oyj (“Lumo Finland”) which operated in Finland and Lumo Energi AB (“Lumo Sweden”) aswhich ~~discontinued~~operated ~~operations~~in Sweden.

~~Following~~On November ~~the~~29, ~~discontinuance~~2021, ofOrbit ~~operations~~was ofdeclared ~~Lumo~~insolvent. ~~Finland~~Effective ~~and~~December ~~Lumo~~1, ~~Sweden~~2021, ~~GRE~~the ~~International~~administration ~~ceased~~of toOrbit bewas atransferred ~~separate~~to ~~segment~~third-party ~~and~~administrators ~~certain~~(the ~~GREI's~~"Orbit ~~assets~~Administrator"). ~~and~~The ~~liabilities~~accounts ~~and~~of ~~operations~~Orbit were deconsolidated from ~~classified~~those asof ~~discontinued operations and~~ the ~~segment's~~Company ~~remaining~~effective ~~assets~~December ~~and~~1, ~~liabilities and results of continuing operations of GRE International were combined with corporate~~2021.

~~REPORTABLE~~On November ~~SEGMENTS~~28, 2023, the administration of Orbit ceased and the control of Orbit reverted back to the Company from the Orbit Administrator. The accounts of Orbit were consolidated with those of the Company effective November 28, 2023.

WeIn ~~have~~the ~~two~~third ~~reportable~~quarter ~~business~~of ~~segments:~~2022, the ~~GRE~~Company ~~and~~decided ~~GREW.~~to ~~Our~~discontinue ~~reportable~~the ~~segments~~operations ~~are~~of Lumo Energia Oyj (“Lumo Finland”) ~~distinguished~~and byLumo Energi AB ~~types~~(“Lumo Sweden”). ofIn ~~service~~July 2022, the ~~customers~~Company ~~and~~entered ~~customer~~into ~~geography.~~a ~~Financial~~series ~~information~~of bytransactions ~~segment~~to ~~and~~sell ~~geographic~~most ~~areas~~of isthe ~~presented~~electricity inswap ~~“Note~~instruments 18held —by ~~Business~~Lumo ~~Segment~~Sweden. ~~and~~The ~~Geographic~~Company ~~Information”~~also inentered ~~the~~into ~~Notes~~a series of transactions to ~~our~~transfer ~~Consolidated~~the ~~Financial~~customers ~~Statements~~of inLumo Finland ~~this~~and ~~Annual~~Lumo Sweden ~~Report~~to other suppliers.

~~GENERAL~~In ~~BUSINESS~~November ~~INFORMATION~~2022, Lumo Finland declared bankruptcy and the administration of Lumo Finland was transferred to an administrator (the “Lumo Administrators”). All assets and liabilities of Lumo Finland remain with Lumo Finland, in which the Company retains its 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.

~~Our main offices are located at 520 Broad Street, Newark, New Jersey 07102. Our telephone number is (973) 438-3500 and our web site is www.genie.com.~~ 1

We Table ~~make available free~~ of charge through the investor relations page of our web site (http://genie.com/investors/sec-filings/) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to these reports, and all beneficial ownership reports on Forms 3, 4 and 5 filed by directors, officers and beneficial owners of more than 10% of our equity securities as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission. We have adopted a Code of Business Conduct and Ethics for all of our employees, including our principal executive officer and principal financial officer. Copies of our Code of Business Conduct and Ethics are available on our web site.Contents

NoWe ~~portion~~account offor ~~our web site (https://genie.com), including~~ the ~~various~~operations ~~pages~~in ~~thereof (e.g.~~ the ~~investor~~United ~~relations~~Kingdom, ~~pages~~Finland and ~~the~~Sweden ~~materials~~as ~~available~~discontinued ~~thereon) and the information contained therein or incorporated therein are incorporated into this Annual Report on Form 10-K or our other filings with the Securities and Exchange Commission~~operations.

~~KEY~~Following ~~EVENTS~~the INdiscontinuance ~~OUR~~of ~~HISTORY~~operations of Lumo Finland and Lumo Sweden, GRE International ceased to be a separate segment and certain GREI's assets and liabilities and operations were classified as discontinued operations and the segment's remaining assets and liabilities and results of continuing operations of GRE International were combined with corporate.

InGENERAL ~~November~~BUSINESS ~~2004, IDT Corporation, or IDT, our former corporate parent, launched a retail energy provider business in New York State under the brand name IDT Energy.~~INFORMATION

InOur ~~October~~main ~~2011,~~offices weare ~~were~~located ~~spun-off~~at by520 ~~IDT~~Broad ~~and~~Street, ~~became~~Newark, anNew ~~independent~~Jersey ~~public~~07102. ~~company~~Our ~~with~~telephone ~~our~~number ~~Class~~is B(973) ~~common~~438-3500 ~~stock~~and ~~listed~~our onweb ~~the~~site ~~New~~is ~~York Stock Exchange~~www.genie.com.

InWe ~~November~~make ~~2016~~available free of charge through the investor relations page of our web site (http://genie.com/investors/sec-filings/) our annual reports on Form 10-K, ~~GRE~~quarterly ~~purchased~~reports ~~Retail~~on ~~Energy~~Form ~~Holdings~~10-Q, ~~LLC~~current reports on Form 8-K and all amendments to these reports, ~~which~~and ~~operated~~all ~~REPs~~beneficial ~~under~~ownership reports on Forms 3, 4 and 5 filed by directors, officers and beneficial owners of more than 10% of our equity securities as soon as reasonably practicable after such material is electronically filed with the ~~brand~~Securities ~~name~~and ~~Town~~Exchange ~~Square~~Commission. ~~Energy~~We have adopted a Code of Business Conduct and Ethics for all of our employees, including our principal executive officer and principal financial officer. Copies of our Code of Business Conduct and Ethics are available on our web site.

InNo ~~August~~portion ~~2017,~~of ~~GRE~~our ~~acquired~~web ~~Mirabito~~site ~~Natural Gas~~(https://genie.com), aincluding ~~commercial~~the ~~supplier~~various ~~located~~pages inthereof ~~Florida~~(e.g. ~~The~~the ~~acquisition~~investor ~~expanded~~relations ~~GRE’s~~pages ~~serviceable~~and ~~markets~~the materials available thereon) and the information contained therein or incorporated therein are incorporated into ~~Florida~~this Annual Report on Form 10-K or our other filings with the Securities and Exchange Commission.

InKEY ~~July~~EVENTS ~~2019,~~IN weOUR ~~launched our Southern Federal Power REP and entered the energy supply market in Texas.~~HISTORY

In ~~April~~November ~~2023~~2004, ~~Genie~~IDT ~~Solar~~Corporation, ~~broke~~or ~~ground~~IDT, onour ~~its~~former ~~first~~corporate ~~company-owned~~parent, ~~solar~~launched ~~generation~~a ~~project~~retail inenergy ~~Upstate~~provider business in New York State under the brand name IDT Energy.

In ~~June~~October ~~2023~~2011, we ~~announced~~were ~~the~~spun-off ~~redemption~~by ofIDT ~~all~~and ~~remaining~~became ~~outstanding~~an ~~shares~~independent ofpublic company with our ~~Series~~Class ~~A 2012 Preferred~~B common stock listed on the New York Stock Exchange.

In ~~July~~November ~~2023~~2016, ~~Genie~~GRE ~~Solar~~purchased ~~broke~~Retail ~~ground~~Energy onHoldings, ~~its~~LLC, ~~second~~which ~~company-owned~~operated ~~solar~~REPs ~~generation~~under ~~project,~~the ~~a 6.25 MW~~brand ~~array~~name ~~also~~Town inSquare ~~Upstate New York~~Energy.

In ~~late~~August ~~2023~~2017, ~~and~~GRE ~~early 2024,~~acquired ~~Genie~~Mirabito ~~Solar~~Natural ~~acquired~~Gas, a ~~portfolio~~commercial ofsupplier ~~operating~~located ~~solar~~in ~~system~~Florida. ~~facilities~~The ~~in Ohio,~~acquisition ~~Michigan~~expanded ~~and~~GRE’s ~~Indiana.~~serviceable markets into Florida.

2In July 2019, we launched our Southern Federal Power REP and entered the energy supply market in Texas.

~~RECENT~~In ~~DEVELOPMENTS~~April 2023, Genie Solar broke ground on its first company-owned solar generation project in Upstate New York.

In ~~November~~June ~~2024~~2023, ~~Genie~~we ~~Solar~~announced ~~closed~~the aredemption ~~$7.4~~of ~~million~~all ~~term~~remaining ~~loan~~outstanding toshares ~~finance a portfolio~~ of ~~operating~~our ~~solar~~Series ~~generation~~A 2012 Preferred ~~assets~~Stock.

~~DIVIDENDS~~In July 2023, Genie Solar broke ground on its second company-owned solar generation project, a 6.25 MW array also in Upstate New York.

WeIn ~~pay~~late 2023 and early 2024, Genie Solar acquired a ~~quarterly~~portfolio ~~dividend~~of onoperating ~~our~~solar ~~Class~~system Afacilities ~~and~~in ~~Class~~Ohio, ~~B common~~Michigan ~~stock~~and Indiana.

~~The aggregate dividends paid in the year ended December 31, 2024 on our Class A and Class B common stock (the “Common Stock”) was $8.~~ 2 ~~million, as follows:~~

● Table ~~On February 28, 2024, we paid a quarterly dividend~~ of ~~$0.0750 per share on our Common Stock for the fourth quarter of 2023 to stockholders of record at the close of business on February 20, 2024.~~Contents

●RECENT ~~On May 31, 2024, we paid a quarterly dividend of $0.0750 per share on our Common Stock for the first quarter of 2024 to stockholders of record at the close of business on May 20, 2024.~~DEVELOPMENTS

●In OnNovember ~~August 22~~2025, ~~2024,~~Genie weSolar ~~paid~~completed aconstruction ~~quarterly dividend~~ of, ~~$0.0750~~and ~~per~~began ~~share~~generating onpower ~~our~~from ~~Common~~Lansing ~~Stock~~Community ~~for~~Solar, ~~the~~its ~~second~~first ~~quarter~~company-owned ofcommunity ~~2024~~solar toproject ~~stockholders~~in ofUpstate ~~record~~New ~~at the close of business on August 14, 2024~~York.

● On November 20, 2024, we paid a quarterly dividend of $0.0750 per share on our Common Stock for the third quarter of 2024 to stockholders of record as of the close of business on November 12, 2024.DIVIDENDS

OnWe ~~February~~currently ~~26,~~pay ~~2025, we paid~~ a quarterly dividend ~~of $0.075 per share~~ on our ~~Common~~Class ~~Stock~~A ~~for~~and ~~the~~Class ~~fourth~~B ~~quarter~~common ~~of 2024 to stockholders of record as of the close of business on February 18, 2025~~stock.

3The aggregate dividends paid in the year ended December 31, 2025 on our Class A and Class B common stock (the “Common Stock”) was $8.0 million, as follows:

~~BUSINESS~~● On February 26, 2025, we paid a quarterly dividend of $0.0750 per share on our Common Stock for the fourth quarter of 2024 to stockholders of record at the close of business on February 18, 2025.

~~Genie~~● ~~Retail~~On ~~Energy~~May 30, 2025, we paid a quarterly dividend of $0.0750 per share on our Common Stock for the first quarter of 2025 to stockholders of record at the close of business on May 19, 2025.

~~Overview~~● On August 19, 2025, we paid a quarterly dividend of $0.0750 per share on our Common Stock for the second quarter of 2025 to stockholders of record at the close of business on August 11, 2025.

~~GRE~~● isOn ~~comprised~~November of19, ~~REPs~~2025, ~~and~~we ~~related~~paid ~~businesses.~~a ~~GRE’s~~quarterly ~~REP~~dividend ~~businesses~~of ~~acquire residential and business electricity and natural gas customers in deregulated markets in the United States~~$0.0750 ~~GRE~~per ~~purchases~~share ~~electricity~~on ~~and~~our ~~natural~~Common ~~gas~~Stock onfor the ~~wholesale~~third ~~markets~~quarter ~~and~~of ~~resells~~2025 ~~these commodities~~ to ~~GRE's REPs'~~stockholders ~~customers.~~of ~~The~~record ~~difference~~as ~~between the net sales price~~ of ~~electricity and natural gas sold to its customers and~~ the ~~cost~~close of ~~their~~business ~~electricity~~on ~~and~~November ~~natural~~10, ~~gas supplies and related costs are the REP businesses’ gross profits~~2025.

~~GRE’s REP~~On ~~businesses~~February ~~operate in certain utility territories within the deregulated retail energy markets of nineteen states in the United States: California~~26, ~~Connecticut~~2026, ~~Delaware,~~we ~~Florida,~~paid ~~Georgia,~~a ~~Illinois,~~quarterly ~~Indiana,~~dividend ~~Maine,~~of ~~Maryland,~~$0.075 ~~Massachusetts,~~per ~~Michigan,~~share ~~New~~on ~~Hampshire,~~our ~~New~~Common ~~Jersey,~~Stock ~~New~~for ~~York,~~the ~~Ohio,~~fourth quarter ~~Pennsylvania,~~of ~~Rhode~~2025 to ~~Island~~stockholders ~~and~~of ~~Texas,~~record as ~~well as in Washington, D.C. As part~~ of ~~our ongoing business development efforts, we routinely evaluate opportunities in other deregulated jurisdictions to accelerate~~ the ~~growth~~close of ~~our~~business ~~customer~~on ~~base~~February ~~and~~18, ~~to reduce operational and regulatory risks associated with geographical concentration~~2026.

GRE’s REP businesses operate under several brand names including IDT Energy, Residents Energy, Town Square Energy, Southern Federal Power, Evergreen and Mirabito. GRE's diverse offerings, in both the electricity and natural gas markets, include variable rate and fixed rate offerings. Throughout many of their markets, GRE's REPs offer green electricity and green natural gas products. Green electricity supply is matched with renewable energy certificates, or RECs that reflect the generation of electricity from renewable sources. Green natural gas supply is matched with carbon offsets certificates generated mostly from greenhouse emission reduction projects. 3

~~Historically,~~ Table ~~GRE has expanded its REP businesses primarily through organic growth~~ of its REPs and acquisition of other REPs. Organic growth is achieved by adding new customers through customer acquisition programs at a rate faster than customers are lost through attrition. New customers are generally acquired through a combination of marketing and sales channels including door-to-door solicitation, telemarketing, online and digital marketing, direct mail, and municipal aggregation contracts. Municipal aggregation contracts award the electricity supply of the participating residents to a single supplier at a fixed price. Contents

GRE evaluates its customer base both in terms of the numbers of commodity meters served and the number of Residential Customer Equivalents ("RCEs") represented by these meters. An RCE is a unit of measure denoting the typical annual commodity consumption of a single-family residential customer. One RCE represents 1,000 therms of natural gas or 10,000 kWh of electricity.BUSINESS

~~Customer~~Genie ~~churn~~Retail is a significant factor in the REP business. GRE's REPs' monthly churn rates average between four and seven percent per month. Customer churn tends to be impacted by commodity prices, weather-driven consumption changes and the price to REP customers relative to competitors including the incumbent utility. Newly acquired customers typically have higher rates of churn than longer-tenured customers. Expiration of municipal aggregation deals also impacts churn as the customers are moved to the new supplier.Energy

GRE’s revenue represented approximately 94.9% and 95.6% and 96.3% of our total consolidated revenue in 2024, 2023 and 2022, respectively. In 2024, GRE generated revenue of $403.3 million comprised of $350.5 million from sales of electricity, $52.1 million from sales of natural gas and $0.7 million from other sources, as compared with revenue of $409.9 million in 2023, comprised of $350.8 million from the sales of electricity, $56.0 million from the sales of natural gas and $3.1 million from other sources and in 2022, consolidated revenue was $304.0. million, comprised of $241.8 million from the sales of electricity and $62.1 million from the sales of natural gas. GRE's electricity sales as a percentage of total sales have increased in recent years as our sales channels have acquired more electric customers than gas customers. The change in the electric and natural gas proportions is due to the Company's expansion and growth in states where only electricity has been deregulated such as Massachusetts and Texas.Overview

GRE~~’s REP~~ ~~revenue~~ is ~~seasonal.~~comprised ~~Approximately 43.0% 48.1% and 39.7%~~ of ~~our~~REPs ~~natural~~and ~~gas~~related ~~revenues~~businesses. ~~in 2024, 2023 and 2022,~~GRE’s ~~respectively,~~REP ~~were~~businesses ~~generated~~acquire ~~during~~residential ~~the~~and ~~first~~business ~~quarter,~~electricity ~~when~~and ~~the~~natural ~~demand~~gas ~~for~~customers ~~heating~~ in ~~our~~deregulated ~~service~~markets ~~areas~~in ~~tends~~the toUnited ~~be highest~~States. ~~Although~~GRE ~~the~~purchases ~~demand for~~ electricity isand ~~not~~natural asgas ~~seasonal~~on asthe ~~natural~~wholesale ~~gas~~markets ~~(due,~~and inresells ~~part,~~these commodities to ~~usage~~GRE's REPs' ofcustomers. ~~electricity~~The ~~for~~difference ~~both heating~~between ~~and~~the ~~cooling),~~net ~~approximately 28.7%, 32.5%~~sales ~~and 30.5%~~price of ~~total~~electricity ~~revenues~~and ~~from~~natural ~~electricity~~gas ~~sales~~sold ~~in 2024, 2023 and 2022,~~to ~~respectively,~~its ~~were~~customers ~~generated~~and in the ~~third~~cost ~~quarter~~of ~~when~~their ~~the~~electricity ~~demand~~and ~~for~~natural ~~cooling~~gas insupplies ~~our~~and ~~service~~related ~~areas~~costs ~~tends~~are tothe beREP ~~highest~~businesses’ gross profits.

4GRE’s REP businesses operate in certain utility territories within the deregulated retail energy markets of nineteen states in the United States: California, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Texas, as well as in Washington, D.C. As part of our ongoing business development efforts, we routinely evaluate other deregulated jurisdictions for opportunities to accelerate the growth of our customer base and to reduce operational and regulatory risks associated with geographical concentration.

~~Severe~~GRE’s REP ~~and~~businesses ~~unusual~~operate ~~weather~~under ~~patterns~~several ~~have~~brand ~~significantly~~names ~~impacted~~including IDT Energy, Residents Energy, Town Square Energy, Southern Federal Power, Evergreen and Mirabito. GRE’'s ~~financial~~diverse ~~results~~offerings, atin ~~various~~both ~~times~~the ~~through~~electricity ~~its~~and ~~history~~natural gas markets, ~~and~~include ~~will~~variable ~~likely~~rate doand sofixed ~~again~~rate offerings. ~~For~~Throughout ~~example~~many of their markets, aGRE's REPs offer ~~polar~~green ~~vortex~~electricity ~~that~~and ~~impacted~~green ~~the~~natural ~~northeast~~gas inproducts. ~~the~~Green ~~first~~electricity ~~quarter~~supply ofis ~~2014~~matched ~~and~~with ~~Winter~~renewable ~~Storm~~energy ~~Uri~~certificates, or RECs that ~~impacted~~reflect ~~Texas~~the ingeneration ~~the~~of ~~first~~electricity ~~quarter~~from ofrenewable ~~2021 both~~sources. ~~resulted~~Green innatural ~~significant~~gas ~~losses~~supply ~~for~~is ~~GRE~~matched with carbon offsets certificates generated mostly from greenhouse emission reduction projects.

~~Global~~Historically, ~~climate~~GRE ~~change~~ has ~~produced~~expanded ~~variations~~its inREP ~~temperature~~businesses ~~and~~primarily ~~weather~~through ~~patterns,~~organic ~~resulting~~growth inof ~~unusual~~its ~~weather~~REPs ~~conditions,~~and ~~more~~acquisition ~~intense,~~of ~~and~~other ~~more~~REPs. ~~frequent~~Organic ~~and~~growth ~~extreme~~is ~~weather~~achieved ~~events,~~by ~~which~~adding ~~could~~new ~~further~~customers ~~impact~~through ~~our~~customer ~~operations~~acquisition programs at a rate faster than customers are lost through attrition. ~~Weather~~New ~~projections~~customers ~~suggest increases~~are togenerally ~~summer~~acquired ~~temperature~~through a combination of marketing and ~~humidity~~sales ~~trends,~~channels asincluding ~~well~~door-to-door assolicitation, ~~more~~telemarketing, ~~erratic precipitation~~online and ~~storm~~digital ~~patterns~~marketing, ~~over~~direct ~~the~~mail, ~~long~~and ~~term~~municipal aggregation contracts. ~~The~~Municipal aggregation ~~frequency~~contracts inaward ~~which weather~~the ~~conditions~~electricity ~~emerge~~supply ~~outside~~of the ~~current~~participating ~~expected~~residents ~~climate~~of ~~norms~~a ~~could contribute~~municipality or other grouping to ~~the~~a ~~weather-related~~single ~~impacts~~supplier ~~discussed~~at ~~above.~~a fixed price.

AsGRE ~~of December~~evaluates ~~31,~~its ~~2024,~~customer ~~GRE~~base ~~serviced~~both ~~423,000~~in ~~meters~~terms ~~(333,000~~of ~~electric~~the ~~and~~numbers ~~90,000~~of ~~natural~~commodity ~~gas),~~meters ~~compared~~served toand ~~361,000~~the ~~meters~~number ~~(279,000~~of ~~electric~~Residential ~~and~~Customer ~~82,000~~Equivalents ~~natural gas~~("RCEs") asrepresented ~~of December~~by ~~31,~~these ~~2023~~meters. An AsRCE ~~of December~~is ~~31,~~a ~~2024,~~unit ~~GRE~~of ~~has 399,000 RCEs (319,000~~measure ~~electric~~denoting ~~and~~the ~~80,000~~typical ~~natural~~annual ~~gas),~~commodity ~~compared~~consumption toof ~~360,000~~a single-family residential ~~RCEs~~customer. ~~(272,000~~One ~~electric~~RCE ~~and 88~~represents 1,000 therms of natural gas) ~~as of~~or ~~December 31~~10,000 kWh ~~2023~~of electricity.

Customer churn is a significant factor in the REP ~~Industry~~business. GRE's REPs' ~~Overview~~monthly churn rates average between four and seven percent per month. Customer churn tends to be impacted by commodity prices, weather-driven consumption changes and the prices charged to REP customers relative to competitors including the incumbent utility. Newly acquired customers typically have higher rates of churn than longer-tenured customers, and thus churn rates tend to be higher during and shortly after periods of significant expansion of our customer base. Expiration of municipal aggregation deals also impacts churn when the customers are moved en masse to the new supplier.

~~REPs~~GRE’s ~~operate~~revenue inrepresented ~~deregulated~~approximately 95.3%, 94.9% and 95.6% ~~retail~~of ~~energy~~our ~~markets~~total consolidated revenue in 2025, 2024 ~~the~~and US2023, respectively. ~~REPs~~In ~~purchase~~2025, ~~electricity~~GRE ~~and~~generated ~~natural~~revenue ~~gas~~of in$478.5 ~~the~~million ~~wholesale~~comprised ~~markets~~of $412.8 ~~and~~million ~~resell~~from ~~these~~sales ~~commodities~~of toelectricity, ~~their~~$65.7 ~~customers~~million ~~including~~from ~~homeowners,~~sales ~~renters~~of natural gas and ~~small~~a tonominal ~~mid-sized~~amount from ~~commercial~~other ~~and~~sources, as ~~governmental~~compared ~~operations~~with ~~and~~revenue ~~institutions~~of $403.3 million ~~Incumbent~~in 2024, ~~local~~comprised ~~utilities~~of ~~continue~~$350.5 million tofrom ~~handle~~the sales of electricity, ~~and~~$52.1 million from the sales of natural gas ~~distribution,~~and ~~billing,~~$0.7 million from other sources and in 2023, ~~many~~consolidated ~~cases,~~revenue ~~collections~~was $409.9 million, comprised ~~The~~of ~~utilities~~$350.8 million ~~remit~~from the ~~proceeds~~sales ~~collected~~of ~~for~~electricity, $56.0 million from the ~~commodity~~sales ~~supply portion~~ of ~~their~~natural ~~bills~~gas ~~less~~and ~~certain~~$3.1 ~~fees~~million tofrom ~~the~~other ~~REPs~~sources.

~~REPs~~GRE’s REP ~~generally~~revenue is seasonal. Weather conditions have noa significant ~~fixed~~impact ~~assets~~on the demand for natural gas used for heating and ~~have~~electricity ~~low~~used ~~levels~~for ofheating ~~capital~~and ~~expenditure~~cooling. ~~Their~~Typically, ~~cost~~colder ofwinters ~~revenue~~increase isdemand ~~incurred~~for tonatural ~~purchase~~gas and electricity, and ~~natural~~hotter ~~gas~~summers inincrease ~~their~~demand ~~respective~~for ~~wholesale~~electricity. ~~markets~~Milder ~~and~~winters or summers have the opposite effect. Unseasonal temperatures in other ~~factors~~periods may also impact demand levels. ~~Selling~~Approximately 43.3%, ~~general~~43.0% and 48.1% ~~administrative~~of ~~expenses~~our ~~are~~natural ~~primarily~~gas ~~related~~revenues in 2025, 2024 and 2023, respectively, were generated during the first quarter, when the demand for heating in our service areas tends to ~~customer~~be ~~acquisition~~highest. Although the demand for electricity is not as seasonal as natural gas (due, ~~customer~~in ~~retention~~part, ~~billing~~to usage of electricity for both heating and ~~purchase~~cooling), approximately 30.7%, 28.7% and 32.5% of ~~receivables~~total revenues from electricity sales in 2025, 2024 orand ~~POR~~2023, ~~fees~~respectively, ~~paid~~were togenerated in the ~~utilities,~~third ~~and~~quarter ~~program~~when ~~management~~the demand for cooling in our service areas tends to be highest.

As of December 31, 2024, there were thirty U.S. states in which there is some level of energy deregulation. We currently market in all the states where residential deregulation covers both electricity and natural gas, and in some states, where residential deregulation covers only one commodity. We are in the process of applying for licenses or setting up operations in certain such states and are constantly evaluating market opportunities in others. 4

~~Marketing~~ Table of Contents

~~The~~Severe ~~services~~and ~~of GRE’s REPs -~~unusual ~~IDT~~weather ~~Energy,~~patterns ~~Residents~~have ~~Energy,~~significantly ~~TSE, SFP,~~impacted ~~Evergreen~~GRE’s ~~and Mirabito -~~financial ~~are~~results ~~made~~at ~~available~~various totimes ~~customers~~through ~~under~~its ~~several~~history, ~~offerings with distinct terms~~ and ~~conditions.~~will ~~The~~likely ~~offerings~~do ~~include~~so ~~fixed~~from ~~rate~~time ~~contracts~~to ~~whose~~time ~~unit~~in ~~price remains~~ the ~~same~~future. ~~throughout~~For ~~the~~example, ~~agreed~~a ~~upon~~polar ~~term~~vortex ~~and~~that ~~variable~~impacted ~~rate~~the ~~programs~~northeast ~~whose~~in ~~prices~~the ~~may~~first bequarter ~~adjusted~~of ~~month-to-month.~~2014 ~~The frequency~~ and ~~degree~~Winter ofStorm ~~these~~Uri ~~rate~~that ~~adjustments~~impacted ~~are~~Texas ~~determined~~in bythe ~~GRE.~~first ~~Variable~~quarter ~~rate~~of ~~products~~2021 both ~~are~~resulted ~~available to all customers~~ in ~~all~~significant ~~states~~losses ~~served by GRE’s REPs except~~ for ~~Connecticut~~GRE.

AsGlobal ~~of December~~climate 31change has produced variations in temperature and weather patterns, ~~2024~~resulting in unusual weather conditions, ~~meters~~more ~~supplied~~intense, ~~under~~and ~~variable~~more ~~rate~~frequent ~~offerings~~and ~~constituted~~extreme ~~approximately~~weather events, 39which could further impact our operations.~~8% of GRE's meter~~ ~~base~~Weather projections suggest increases to summer temperature and humidity trends, as well as more erratic precipitation and storm patterns over the long term. The ~~balance~~frequency ofin ~~meters~~which ~~were~~weather ~~supplied~~conditions ~~under~~emerge ~~fixed~~outside ~~rate~~the ~~agreements~~current expected climate norms could contribute to the weather-related impacts discussed above and could increase the frequency or severity of weather-related events that impact GRE's operations.

~~GRE’s REPs offer~~As ~~green electricity and green natural gas products in many~~ of December ~~their~~31, ~~markets.~~2025, ~~Renewable~~GRE ~~electricity~~serviced 346,000 meters ~~supply~~(258,000 electric isand ~~100%~~88,000 natural ~~matched~~gas), ~~with~~and ~~renewable energy certificates~~had 329,000 RCEs (250,000 electric orand ~~RECs~~79,000 natural ~~that~~gas). ~~reflect~~As ~~the generation~~ of ~~electricity~~December ~~from~~31, ~~sources~~2024, ~~such~~GRE asserviced 423,000 ~~hydro-electric~~meters ~~wind~~(333,000 ~~solar~~electric and ~~biomass.~~90,000 ~~Green~~ natural gas) and ~~supply~~had is399,000 RCEs (319,000 electric ~~matched~~and ~~with~~80,000 natural ~~carbon offsets certificates generated mostly from greenhouse emission reduction projects~~gas).

~~The~~REP ~~electricity~~Industry and natural gas we sell through our offerings are metered and delivered to customers by the local utilities. The utilities also provide billing and collection services for the majority of our customers. Overview

~~In many states, GRE’s~~ REPs’ operate ~~receivables~~in ~~are~~deregulated ~~purchased~~retail byenergy ~~the~~markets ~~utilities~~ in ~~their~~the ~~territories~~US. ~~for~~REPs apurchase ~~percentage~~electricity ofand ~~their~~natural ~~face~~gas ~~value.~~in Inthe ~~exchange,~~wholesale ~~the~~markets ~~utility~~and ~~accepts~~resell athese ~~first~~commodities ~~priority~~to ~~lien~~their ~~against~~customers ~~the~~including ~~customer~~homeowners, ~~receivable~~renters ~~without~~and ~~recourse~~small to ~~the~~mid-sized ~~REP.~~commercial ~~Programs~~and ~~operating~~governmental ~~within~~operations ~~this~~and ~~framework~~institutions. ~~are~~Incumbent ~~preferred~~local utilities continue to ashandle ~~purchase~~electricity ofand ~~receivables,~~natural orgas ~~POR~~distribution, ~~programs~~billing, and ~~they~~in ~~mitigate~~many ~~our~~cases, ~~credit risk~~collections. ~~Over the~~The ~~course~~utilities ~~of 2024,~~remit the ~~associated~~proceeds ~~cost~~collected ~~was~~for ~~approximately 1.2%~~the ~~of GRE's revenue. At December~~commodity ~~31,~~supply ~~2024, 83.6%~~portion of ~~GRE’s net~~ ~~accounts~~their ~~receivable~~bills ~~were~~less ~~under~~certain afees ~~POR~~to ~~program~~the REPs.

5REPs generally have no significant fixed assets and have low levels of capital expenditure. Their cost of revenue is incurred to purchase electricity and natural gas in their respective wholesale markets and other factors. Selling, general and administrative expenses are primarily related to customer acquisition, customer retention, billing and purchase of receivables, or POR, fees paid to the utilities, and overall program management.

~~Certain~~As ~~utilities~~of December ~~in Connecticut~~31, ~~Ohio~~2025, ~~New~~there ~~York,~~were ~~Pennsylvania,~~thirty-two ~~Illinois, Washington, D~~U.CS. ~~and~~states ~~Massachusetts~~in ~~offer~~which ~~POR~~there ~~programs,~~is ~~without~~some ~~recourse.~~level ~~These~~of ~~programs~~energy ~~permit~~deregulation. ~~customers~~We ~~with~~currently ~~past-due~~market ~~balances to remain~~ in all the ~~POR~~states ~~and~~where ~~consolidated~~residential ~~bill~~deregulation ~~programs.~~covers ~~However,~~both ~~utilities~~electricity inand ~~New~~natural ~~Jersey~~gas, ~~generally~~and ~~do not permit customers with past-due balances beyond 120 days to enroll or remain~~ in ~~their~~some ~~POR~~states, ~~programs.~~where ~~After~~residential aderegulation ~~certain~~covers ~~amount~~only ofone ~~time (determined based on the specific~~ commodity),. ~~the~~We ~~REP~~are ~~becomes~~in ~~responsible for~~ the ~~billing~~process ~~and collection~~ of ~~the~~applying ~~commodity portion of the future invoices~~ for ~~its~~licenses ~~delinquent~~or ~~customers.~~setting ~~Certain~~up ~~utilities~~operations in ~~Delaware,~~certain ~~Illinois,~~such ~~New~~states ~~Hampshire, Ohio~~ and ~~Rhode~~are ~~Island~~constantly doevaluating ~~not~~market ~~offer~~opportunities ~~POR,~~in ~~but they do offer consolidated billing~~others. ~~In Florida and Texas, there are no POR or consolidated billing~~ ~~programs.~~

GRE targets markets in which we can procure energy in an efficient and transparent manner. We seek to purchase wholesale energy where there is a real-time market that reflects a fair commodity price for all participants. This allows GRE to reflect a true market cost base and adjust its rates to its variable rate customers taking into account prevailing market rates.Marketing

WeThe ~~regularly~~services ~~monitor~~of GRE’s REPs - ~~deregulated~~IDT ~~and~~Energy, ~~deregulating~~Residents ~~markets~~Energy, inTSE, ~~states~~SFP, Evergreen ~~where~~and Mirabito are wemade doavailable ~~not~~to ~~yet~~customers ~~operate~~under toseveral ~~determine~~offerings ~~whether~~with ~~and~~distinct ~~under~~terms ~~what~~and conditions we. ~~could~~The ~~operate~~offerings ~~profitability.~~include Wefixed ~~may~~rate ~~initiate~~contracts whose unit price remains the ~~licensing~~same ~~process~~throughout inthe aagreed ~~selected~~upon ~~region~~term and variable rate programs whose prices may be adjusted month-to-month. ~~facilitate~~The ~~entry~~frequency ~~into~~and ~~that~~degree ~~region~~of ~~contingent~~these ~~upon~~rate ~~favorable~~adjustments ~~deregulatory~~are ~~developments~~determined by GRE. Variable rate products are available to all customers in all states served by GRE’s REPs except for Connecticut.

~~Procurement~~As ~~and~~of December ~~Management~~31, 2025, meters supplied under variable rate offerings constituted approximately 44.7% of GRE's meter ~~Gas~~base. ~~and~~The ~~Electric~~balance ~~Supply~~of meters were supplied under fixed rate agreements.

~~Certain of~~ GRE'’s REPs ~~are~~offer ~~party~~green ~~to an Amended and Restated Preferred Supplier Agreement with BP Energy Company, or BP, through November 30, 2026. Under the agreement, the REPs purchase~~ electricity and green natural gas atproducts ~~the~~in ~~market~~many ~~rate~~of ~~plus~~their ~~a fee~~markets. ~~The~~Renewable ~~obligations~~electricity tosupply BPis 100% ~~are~~matched ~~secured by a first security interest in deposits or receivables from utilities in connection~~ with ~~their~~renewable ~~purchase~~energy ofcertificates, ~~the~~or ~~REP’s customer’s receivables~~RECs, ~~and~~that inreflect ~~any~~the ~~cash~~generation ~~deposits or letters~~ of ~~credit~~electricity ~~posted~~from insources ~~connection~~such ~~with~~as ~~any~~hydro-electric, ~~collateral~~wind, ~~accounts~~solar ~~with~~and BPbiomass. ~~The~~Green ~~ability to purchase electricity and~~ natural gas ~~under~~supply ~~this agreement~~ is ~~subject~~matched towith ~~satisfaction~~carbon ofoffsets ~~certain~~certificates ~~conditions~~generated ~~including~~mostly ~~the~~from ~~maintenance~~greenhouse ofgas ~~certain~~emission ~~covenants.~~reduction ~~At December 31, 2024, the Company was in compliance with such covenants~~projects.

~~GRE's REPs are~~The ~~required~~electricity toand ~~meet~~natural ~~certain~~gas ~~minimum~~we ~~green~~sell ~~energy~~through ~~supply~~our ~~criteria~~offerings inare ~~many~~metered ofand ~~the~~delivered ~~markets in which it operates. We meet those thresholds by acquiring REC. In addition, GRE offers green or other renewable energy products~~ to ~~its~~ customers inby ~~many of~~ the ~~territories~~local ~~in which we operate~~utilities. ~~GRE~~The ~~acquires~~utilities ~~green~~also ~~renewable~~provide ~~energy~~billing ~~conversion~~and ~~rights~~collection orservices ~~attributes~~for ~~and RECs to satisfy~~ the ~~load~~majority ~~requirements~~ of ~~electricity~~our customers ~~and carbon offsets for natural gas customers~~.

~~GRE~~In ~~does~~many ~~not own electrical power generation~~states, ~~transmission, or distribution facilities, or natural gas production, pipeline or distribution facilities. For their natural gas supply,~~ GRE’s REPs ~~currently~~’ ~~contract~~receivables ~~with~~are ~~Dominion~~purchased ~~Transmission, Inc.,~~by ~~National~~the ~~Fuel~~utilities ~~Supply,~~in ~~Williams~~their ~~Gas~~territories ~~Pipeline~~for ~~and~~a ~~Texas~~percentage ~~Eastern~~of ~~Transmission~~their ~~and~~face ~~others~~value. ~~for~~In ~~natural gas pipeline~~exchange, ~~storage~~the ~~and~~utility ~~transportation~~accepts ~~services.~~a ~~For~~first ~~electricity~~priority ~~supply,~~lien ~~they~~against ~~utilize~~ the ~~regional~~customer ~~independent~~receivable ~~system~~without ~~operators~~recourse ~~(ISOs)~~to ~~including~~ the ~~New York Independent System Operator, Inc~~REP. ~~(NYISO),~~Programs ~~and~~operating ~~PJM~~within ~~Interconnection,~~this ~~LLC,~~framework ~~(PJM),~~are ~~ISO~~referred ~~New~~to ~~England,~~as ~~and~~purchase ~~Electricity Reliability Council~~ of ~~Texas (ERCOT)~~receivables, ~~for~~or ~~electric~~POR, ~~transmission and distribution. NYISO operates the high-voltage electric transmission network in New York State~~programs, and ~~administers~~they ~~and~~mitigate ~~monitors~~our ~~New~~credit ~~York’s wholesale electricity markets~~risk. ~~PJM is a regional transmission organization that coordinates~~ Over the ~~movement~~course of 2025, ~~wholesale~~the ~~electricity~~associated incost ~~all~~was ~~or parts~~ approximately 1.1% of ~~thirteen~~GRE's ~~states~~revenue. At ~~(including~~December ~~New Jersey~~31, ~~Pennsylvania~~2025, ~~Maryland and Illinois) and the District~~ 86.6% of GRE’s net ~~Columbia.~~accounts ~~ISO~~receivable ~~New~~were ~~England~~under ~~administers~~a ~~the~~POR ~~electric grid and oversees wholesale electricity markets in the New England region~~program. ~~In Texas, SFP acquires power through ERCOT.~~

For risk management purposes, GRE’s REPs utilize forward physical delivery contracts for a portion of their purchases of electricity and natural gas, which are defined as commodity derivative contracts. In addition, GRE’s REPs enter into put and call options as hedges against unfavorable fluctuations in market prices of electricity and natural gas. 5

~~The~~ Table ~~ISOs perform real-time load balancing for each~~ of the electrical power grids in which GRE REPs operate. Similarly, load balancing is performed by the utilities or local distribution company, or LDC, for each of the natural gas markets in which GRE operates. Load balancing ensures that the amount of electricity and natural gas that GRE’s REPs purchase is equal to the amount necessary to service all the REPs' customer demands at all times. GRE’s REPs are charged or credited for balancing the electricity and natural gas purchased and sold for their account by their suppliers and the LDCs. GRE’s REPs manage the differences between the actual electricity and natural gas demands of their customers and their bulk or block purchases by buying and selling in the spot market, and through monthly cash settlements and/or adjustments to future deliveries in accordance with the load balancing performed by utilities, LDCs, and/or ISOs.Contents

6Certain utilities in Connecticut, Ohio, New York, Pennsylvania, Illinois, Washington, D.C., Rhode Island and Massachusetts offer POR programs, without recourse. These programs permit customers with past-due balances to remain in the POR and consolidated bill programs. However, utilities in New Jersey generally do not permit customers with past-due balances beyond 120 days to enroll or remain in their POR programs. After a certain amount of time (determined based on the specific commodity), the REP becomes responsible for the billing and collection of the commodity portion of the future invoices for its delinquent customers. Certain utilities in Delaware, Illinois, New Hampshire and Ohio do not offer POR, but they do offer consolidated billing, where the utility invoices the customers on our behalf. In Florida and Texas, there are no POR or consolidated billing programs and we invoice customers directly.

~~Competition~~GRE targets markets in which we can procure energy in an efficient and transparent manner. We seek to purchase wholesale energy where there is a real-time market that reflects a fair commodity price for all participants. This allows GRE to reflect a true market cost base and adjust its rates to its variable rate customers taking into account prevailing market rates.

AsWe anregularly ~~operator~~monitor ofderegulated ~~REPs,~~and ~~GRE~~deregulating ~~often competes with the local utility companies in each of the~~ markets in ~~which~~states itwhere ~~provides~~we ~~services~~do ~~and~~not ~~with~~yet ~~many~~operate ~~other~~to ~~licensed~~determine ~~REPs.~~whether Inand ~~some~~under ~~markets,~~what ~~competitor~~conditions we ~~REPs~~could ~~are~~operate ~~affiliated with local utilities~~profitably. ~~GRE~~We ~~also~~may ~~competes~~initiate ~~with~~the ~~several~~licensing ~~large~~process ~~vertically~~in ~~integrated~~a ~~energy~~selected ~~companies~~region asto ~~well~~facilitate asentry ~~smaller~~into ~~independent~~that ~~operators.~~region ~~Competition~~contingent ~~with~~upon ~~the~~favorable ~~utilities~~regulatory ~~and REPs impacts GRE’s gross margins, customer acquisition rates and customer churn rates~~developments.

~~Increasing~~Procurement ~~our~~and ~~market~~Management ~~share depends in part on our ability to persuade more customers to switch from other providers to one~~ of ~~our~~Gas ~~REPs at a higher rate than our customers churn to other providers. Moreover, local utilities~~ and ~~some~~Electric REPs may have certain advantages such as name recognition, financial strength and long-standing relationships with customers. Persuading potential customers to switch to GRE requires significant investments in marketing and sales operations.Supply

~~Regulation~~Certain of GRE's REPs are party to an Amended and Restated Preferred Supplier Agreement with BP Energy Company, or BP, through November 30, 2026. Under the agreement, the REPs purchase electricity and natural gas at the market rate plus a fee. The obligations to BP are secured by a first security interest in deposits or receivables from utilities in connection with their purchase of the REP’s customer’s receivables, and in any cash deposits or letters of credit posted in connection with any collateral accounts with BP. The ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants. At December 31, 2025, the Company was in compliance with such covenants.

GRE's REPs are ~~such~~required asto ~~ours~~meet ~~must~~certain beminimum ~~licensed~~green inenergy ~~each~~supply ~~state~~criteria ~~and~~in ~~utility~~many ~~service~~of ~~territory~~the markets in which ~~they~~it ~~operate~~operates. ~~Each~~We ismeet ~~subject~~those thresholds by acquiring RECs. In addition, GRE offers green or other renewable energy products to its customers in many of the ~~rules~~territories ~~and~~in ~~regulations~~which ~~governing~~we operate. GRE acquires green renewable energy conversion rights or attributes and RECs to satisfy the ~~operations~~load requirements of ~~REPs~~electricity incustomers ~~each~~and ~~jurisdiction~~carbon offsets for natural gas customers.

~~Although~~GRE ~~the~~does ~~rates~~not ~~charged~~own byelectrical power generation, transmission, or distribution facilities, or natural gas production, pipeline or distribution facilities. For their natural gas supply, GRE’s REPs ~~are~~currently ~~not~~contract ~~regulated~~with inDominion ~~the~~Transmission, Inc., ~~same~~National ~~way~~Fuel asSupply, ~~the~~Williams ~~rates~~Gas ofPipeline ~~utility~~and ~~companies,~~Texas ~~the~~Eastern ~~manner~~Transmission inand ~~which~~others ~~the REPs market~~for tonatural ~~potential~~gas ~~customers~~pipeline, ~~the~~storage ~~type~~and oftransportation ~~products~~services. ~~offered~~For electricity supply, ~~and~~they utilize the ~~relationships~~regional ~~between~~independent ~~the REPs and~~system ~~their~~operators ~~customers,~~(ISOs) ~~are~~including ~~heavily~~the ~~regulated. GRE’s REPs must~~New ~~also~~York ~~comply~~Independent ~~with~~System ~~various~~Operator, Inc. ~~quarterly~~(NYISO), and~~/or~~ ~~annual~~PJM ~~reporting~~Interconnection, ~~requirements~~LLC, in(PJM), ~~order~~ISO toNew ~~maintain~~England, ~~their~~and ~~eligibility~~Electricity toReliability ~~provide~~Council ~~service.~~of InTexas ~~certain~~(ERCOT), ~~jurisdictions~~for ~~the REPs are~~electric ~~required~~transmission toand ~~publish~~distribution. ~~product~~NYISO ~~offers~~operates ~~with~~ the ~~applicable~~high-voltage ~~regulatory~~electric ~~commissions,~~transmission ornetwork in ~~the~~New ~~public~~York ~~domain~~State, ~~generally~~and onadministers aand ~~website~~monitors ~~established~~New ~~for~~York’s ~~such~~wholesale ~~purpose~~electricity markets. InPJM ~~addition~~is toa ~~the~~regional ~~regulations~~transmission organization that ~~govern~~coordinates the ~~relationships~~movement ~~between~~of wholesale electricity in all or parts of ~~GRE’s~~thirteen ~~REPs and~~states ~~their~~(including ~~customers~~New Jersey, ~~GRE’s REPs also~~ ~~maintain~~Pennsylvania, ~~specific~~Maryland ~~Terms~~and &Illinois) ~~Conditions~~and orthe ~~Terms~~District of ~~Service~~Columbia. ~~for~~ISO ~~each~~New ~~product~~England inadministers ~~each~~the ~~jurisdiction~~electric ~~that~~grid and oversees wholesale electricity markets in the ~~parties~~New ~~agree~~England toregion. beIn ~~bound~~Texas, bySFP acquires power through ERCOT.

~~From~~For ~~time~~risk tomanagement ~~time~~purposes, ~~the~~GRE’s ~~Company~~REPs isutilize ~~party~~forward tophysical ~~legal~~delivery ~~proceedings~~contracts ~~that~~for ~~arise~~a inportion ~~the~~of ~~ordinary~~their ~~course~~purchases of ~~business~~electricity ~~including~~and ~~those~~natural ~~with~~gas, ~~utility~~which ~~commissions~~are ordefined ~~other~~as ~~government~~commodity ~~regulatory~~derivative orcontracts. ~~law~~In ~~enforcement~~addition, ~~agencies~~GRE’s REPs enter into put and call options as hedges against unfavorable fluctuations in market prices of electricity and natural gas.

AsThe ISOs perform real-time load balancing for each of ~~December~~ 31the electrical power grids in which GRE REPs operate. Similarly, ~~2024~~load balancing is performed by the utilities or local distribution company, or LDC, for each of the natural gas markets in which GRE operates. Load balancing ensures that the amount of electricity and natural gas that GRE’s REPs ~~operate~~ inpurchase ~~Washington~~is Dequal to the amount necessary to service all the REPs' customer demands at all times.~~C.,~~ ~~New~~GRE’s ~~York,~~REPs ~~Pennsylvania,~~are ~~New~~charged ~~Jersey,~~or ~~Maryland,~~credited ~~Illinois,~~for ~~Indiana,~~balancing ~~Ohio,~~the ~~Michigan,~~electricity ~~New~~and ~~Hampshire,~~natural ~~Rhode~~gas ~~Island,~~purchased ~~Connecticut,~~and ~~Florida,~~sold ~~Massachusetts,~~for ~~Delaware,~~their ~~Maine,~~account ~~Texas,~~by ~~California~~their suppliers and ~~Georgia~~the LDCs. ~~The~~GRE’s ~~federal~~REPs ~~government~~manage the differences between the actual electricity and ~~related~~natural ~~public~~gas ~~service/utility~~demands ~~commissions,~~of ~~among~~their ~~others,~~customers ~~establish~~and their bulk or block purchases by buying and selling in the ~~rules~~spot market, and ~~regulations~~through ~~for~~monthly ~~our~~cash ~~REP~~settlements ~~operations~~and/or adjustments to future deliveries in accordance with the load balancing performed by utilities, LDCs, and/or ISOs.

Like all operators of REPs, GRE is affected by the actions of governmental agencies, mostly on the state level, by the respective state Public Service/Utility Commissions, and other organizations (such as NYISO, ERCOT and PJM) and indirectly by the Federal Energy Regulatory Commission, or FERC. Regulations applicable to electricity and natural gas have undergone substantial changes over the past several years as a result of restructuring initiatives at both the state and federal levels. We may be subject to new laws, orders or regulations or the revision or interpretation of existing laws, orders or regulations. 6

~~Environment~~ Table of Contents

In March 2021, the Biden Administration announced a framework for the "Build Back Better" agenda. The proposed framework included policies to address climate change across the federal government through the tax code, an energy efficiency and clean energy standard and research and development, among other areas of focus. Competition

As Inan ~~April~~operator ~~2021~~of REPs, ~~President~~GRE ~~Biden~~often ~~announced~~competes ~~that~~with the ~~United~~local ~~States'~~utility ~~Nationally~~companies ~~Defined~~in ~~Contribution~~each toof the ~~international~~markets ~~Paris~~in ~~Climate~~which ~~Agreement~~it ~~will~~provides beservices anand ~~economy-wide~~with ~~reduction~~many inother ~~greenhouse~~licensed ~~gas~~REPs. ~~emissions~~In ~~("GHG")~~some ~~emissions~~markets, ofcompetitor ~~50-52%~~REPs byare ~~2030,~~affiliated ~~relative~~with tolocal ~~2005 levels~~utilities. InGRE ~~advance~~also ofcompetes ~~the~~with ~~November~~several ~~2021~~large ~~Conference~~vertically ofintegrated ~~the~~energy ~~Parties~~companies 26as ~~meeting~~well inas ~~Glasgow,~~smaller ~~Scotland,~~independent ~~the~~operators. ~~Biden~~Competition ~~Administration~~with ~~released~~the ~~details~~utilities onand ~~its~~REPs ~~strategy~~impacts toGRE’s ~~achieve~~gross ~~those~~margins, ~~targets~~customer asacquisition ~~part~~rates ofand ~~the~~customer ~~"Build~~churn ~~Back Better" agenda~~rates.

OnIncreasing ~~August~~our ~~16,~~market ~~2022,~~share ~~President~~depends ~~Biden signed~~in ~~the~~part ~~Inflation~~on ~~Reduction~~our ~~Act~~ability ~~("IRA"), which aims~~ to ~~reduce~~persuade ~~U.S.~~more ~~carbon~~customers ~~emissions~~to ~~and~~switch ~~promote~~from ~~economic~~other ~~development~~providers ~~through~~to ~~investments~~one inof ~~clean~~our ~~and~~REPs ~~renewable~~at ~~energy~~a ~~projects.~~higher ~~The~~rate ~~consumer-facing~~than ~~clean~~our ~~energy~~customers ~~tax~~churn ~~credits~~to ~~created~~other orproviders. ~~expanded~~Moreover, bylocal ~~the~~utilities ~~IRA~~and ~~are~~some ~~intended~~REPs tomay ~~drive~~have ~~rapid~~certain ~~adoption~~advantages ofsuch ~~energy~~as ~~efficiency~~name recognition, ~~electric~~financial ~~transportation,~~strength and ~~solar~~long-standing ~~energy~~relationships ~~which~~with ~~would~~customers. ~~require~~Persuading ~~the~~potential ~~utility~~customers ~~industry~~ to ~~expand~~switch ~~and~~to ~~modernize infrastructure,~~GRE ~~systems~~requires ~~and~~significant ~~services~~investments toin ~~integrate~~marketing and ~~optimize~~sales ~~these resources~~operations.

In addition to climate-related initiatives at the federal level, some states have adopted provisions designed to regulate GHG emissions and renewable and other portfolio standards, which impact the power sector. See discussion below for additional information on renewable and other portfolio standards.Regulation

~~Certain~~REPs ~~northeast~~such ~~and~~as ~~mid-Atlantic~~ours ~~states~~must ~~(Connecticut,~~be ~~Delaware,~~licensed ~~Maine,~~in ~~Maryland,~~each ~~Massachusetts,~~state ~~New~~and ~~Hampshire,~~utility ~~New~~service ~~Jersey,~~territory ~~New York, Pennsylvania, Rhode Island, Vermont, Virginia) currently participate~~ in ~~the~~which ~~Regional~~they ~~Greenhouse Gas Initiative ("RGGI")~~operate. ~~The~~Each ~~program~~is ~~requires~~subject ~~most~~to ~~fossil~~the ~~fuel-fired~~rules ~~power plant owners~~ and ~~operators~~regulations ingoverning the ~~region~~operations ~~to hold allowances, purchased at auction, for each ton~~ of ~~carbon~~REPs ~~dioxide emissions. Non-emitting resources do not have to purchase or hold these allowances. Pennsylvania joined RGGI~~ in ~~April~~each ~~2022~~jurisdiction.

7Although the rates charged by GRE’s REPs are not regulated in the same way as the rates of utility companies, the manner in which the REPs market to potential customers, the type of products offered, and the relationships between the REPs and their customers, are heavily regulated. GRE’s REPs must also comply with various quarterly and/or annual reporting requirements in order to maintain their eligibility to provide service. In certain jurisdictions the REPs are required to publish product offers with the applicable regulatory commissions, or in the public domain, generally on a website established for such purpose. In addition to the regulations that govern the relationships between GRE’s REPs and their customers, GRE’s REPs also maintain specific Terms & Conditions or Terms of Service for each product in each jurisdiction that the parties agree to be bound by.

~~Broader~~From ~~state~~time ~~programs~~to ~~impact other sectors as well~~time, ~~such as~~ the ~~District~~Company ofis ~~Columbia's~~party ~~Clean Energy DC Omnibus Act and cross-sector GHG reduction plans. Maryland expects~~ to ~~meet~~legal ~~and~~proceedings ~~exceed~~that ~~the~~arise ~~mandate set~~ in the ~~Greenhouse~~ordinary ~~Gas~~course ~~Emissions Reduction Act to reduce statewide GHG emissions 40% (from 2006 levels) by 2030, and the state’s Climate Solutions Now Act~~ of ~~2022~~business ~~further~~including ~~updates~~those ~~requirements~~ with autility ~~proposal~~commissions toor ~~reduce~~other ~~emissions~~government ~~60%~~regulatory ~~(from~~or ~~2006~~law ~~levels)~~enforcement ~~by 2031~~agencies. New Jersey accelerated its goals through Executive Order 274, which establishes an interim goal of 50% reductions below 2006 levels by 2030 and affirms its goal of achieving 80% reductions by 2050 and includes programs to drive greater amounts of electrified transportation. Delaware's Climate Change Solutions Act established in August 2023 sets a statewide GHG emissions reduction goal of 50% by January 1, 2030 and a net-zero GHG emissions goal by January 1, 2050, on a net basis as compared to a 2005 baseline. Illinois’ climate bill, Clean Energy Jobs Act, establishes decarbonization requirements for the state to transition to 100% clean energy by 2050 and supports programs to improve energy efficiency, manage energy demand, attract clean energy investment and accelerate job creation.

As ~~Corporations~~of December ~~are~~31, ~~facing increasing pressure from their customers and investors to align their businesses with environmental and sustainability objectives~~2025, GRE’s REPs operate ~~including supporting goals to reduce GHG emissions~~ in ~~their~~Washington ~~business operations~~D.C., ~~Leading institutional~~New ~~investors~~York, ~~and~~Pennsylvania, ~~money~~New ~~managers~~Jersey, ~~are~~Maryland, ~~increasingly~~Illinois, ~~considering sustainability~~Indiana, asOhio, aMichigan, ~~key~~New ~~factor~~Hampshire, inRhode ~~investment~~Island, ~~decisions~~Connecticut, ~~and~~Florida, ~~are~~Massachusetts, ~~increasingly advocating~~Delaware, ~~for~~Maine, ~~more~~Texas, ~~transparency~~California ~~in disclosure on climate-related matters~~ and ~~pledging~~ ~~to align proxy voting to climate-rated proposals with its fiduciary duty~~Georgia. AnThe ~~increasing~~federal ~~number~~government ofand ~~corporations~~related ~~are~~public ~~also~~service/utility ~~proactively making commitments to reducing their GHG emissions footprint~~commissions, ~~either~~among ~~through procuring increasing amounts of clean energy~~others, ~~such~~establish asthe ~~RECs,~~rules ~~EFECs,~~and orregulations ~~emissions~~for ~~offsets, to~~our ~~offset~~REP ~~their carbon footprint over time~~operations.

Like ~~The~~all ~~need~~operators ~~for new clean, reliable sources~~ of ~~power that can scale~~ REPs, ~~decarbonize~~GRE ~~the system, and meet new load requirements~~ is ~~leading~~affected toby ~~rapid~~the ~~advancements~~actions inof ~~emerging~~governmental ~~technologies like advanced nuclear power~~agencies, ~~carbon~~mostly ~~capture~~on ~~and~~the ~~sequestration,~~state ~~energy storage~~level, ~~advanced~~ ~~geothermal~~by ~~and~~the ~~hydrogen.~~respective ~~The improvements in advanced nuclear including Small Modular Reactors (SMR), growing~~ state ~~and~~Public ~~federal~~Service/Utility ~~support~~Commissions, and ~~the~~ ~~potential~~other toorganizations ~~rapidly~~(such ~~reduce~~as ~~costs~~NYISO, ~~with~~ERCOT ~~scaled deployment create a potential path to market for new nuclear within the next decade. Carbon capture~~ and ~~sequestration~~ isPJM) ~~similarly experiencing substantial investment~~ and aindirectly ~~heightened focus~~by ~~that could impact deployment earlier within~~ the ~~next~~Federal ~~decade.~~Energy OnRegulatory ~~a nearer term time horizon~~Commission, itor isFERC. ~~expected~~Regulations ~~that~~applicable ~~energy storage will continue~~ to ~~see~~electricity ~~high levels~~and ofnatural ~~investment~~gas ~~driven~~have byundergone ~~lower~~substantial ~~costs,~~changes ~~state-directed~~over ~~mandates, a backlog of storage projects in~~ the ~~interconnection~~past ~~queue,~~several ~~and~~years ~~utilities~~as ~~seeking large-scale~~a ~~storage~~result ~~capacity~~of torestructuring ~~support~~initiatives ~~higher~~at ~~renewables~~both ~~penetration,~~the ~~and innovations~~state ~~in battery chemistries~~ and ~~technologies.~~federal ~~Advanced geothermal and clean hydrogen have similar opportunities to scale supply with early deployments de-risking the technologies~~levels. ~~Clean~~We ~~hydrogen,~~may inbe ~~particular,~~subject ~~has the potential~~ to ~~drive~~new ~~decarbonization downstream across hard to decarbonize demand sectors~~laws, ~~like~~orders ~~long-haul~~or ~~transportation,~~regulations ~~steel,~~or ~~chemicals,~~the ~~heating,~~revision ~~agriculture, and~~or ~~long-term~~interpretation ~~power~~of ~~storage.~~existing ~~Collectively~~laws, ~~advanced~~orders ~~nuclear,~~or ~~carbon sequestration, energy storage, geothermal, and clean hydrogen are expected to help support carbon reduction goals~~regulations.

The reelection of President Donald Trump has altered the landscape of federal climate policy. In the short time since his inauguration, President Trump has taken several actions that pare back climate and sustainability initiatives from prior administrations and called for the repeal of several Biden-era energy tax-support and related initiatives. It is not yet clear what impact, if any, these actions may have on us. President Trump has also emphasized the importance of reliable, affordable electricity to grow the economy and protect national security, and has specifically cited nuclear energy as an important technology. Environment

On ~~January~~August 2016, ~~2025~~2022, President ~~Trump issued the executive order “Unleashing American Energy.” The order revokes President~~ Biden’s signed ~~Executive Orders related to climate initiatives. In addition to withdrawing from~~ the ~~Paris~~Inflation ~~Climate Agreement,~~Reduction President Trump directed the United States Environmental Protection Agency (EPA) to abandon the consideration of the “social cost of carbon” in regulatory determinations and submit a recommendation on the fate of the 2009 finding under the Clean Air Act (~~CAA~~"IRA") ~~that greenhouse gases threaten public health and welfare~~, which ~~serves~~aims ~~as a necessary statutory prerequisite for EPA~~ to ~~implement~~reduce ~~greenhouse~~U.S. ~~gas~~carbon ~~emission standards~~emissions ~~for motor vehicles~~ and ~~other~~promote ~~sectors.~~economic ~~All~~development ~~federal~~through ~~agencies~~investments ~~are directed~~in ~~to pause~~ clean ~~energy~~ and ~~climate-related~~renewable ~~funding~~energy ~~under the Inflation Reduction Act and Infrastructure Investment and Jobs Act~~projects.

~~The~~In ~~Company~~addition ~~cannot~~to ~~predict~~climate-related initiatives at the ~~nature~~federal oflevel, ~~future~~some ~~regulations~~states orhave ~~how~~adopted ~~such~~provisions ~~regulations~~designed to regulate GHG emissions and ~~industry~~renewable ~~developments~~and ~~might~~other portfolio standards, which impact ~~its~~the ~~future~~power ~~operations~~sector. See discussion below for additional information on renewable and other portfolio standards.

The ~~adoption~~IRA ~~and~~created ~~implementation of any laws~~ or ~~regulations~~expanded imposing obligations on, or limiting GHG emissions could adversely affect pricing or demand for our offerings. We may not be able to pass on increases in costs to customers. In addition, changes in regulatory policies that result in a ~~reduction~~range inof ~~the~~tax ~~demand~~credits ~~for hydrocarbon products~~ and ~~carbon-emitting~~incentives ~~fuel~~intended ~~sources that are deemed~~ to ~~contribute~~support todeployment ~~climate change, or restrict the use~~ of ~~such~~clean ~~products~~energy ortechnologies, ~~fuel~~energy ~~sources~~efficiency, ~~may~~electric ~~reduce~~transportation, ~~demand~~carbon ~~for~~capture ~~our~~and ~~offerings~~related orinfrastructure ~~impact the energy supply markets~~investments.

~~Employees~~Certain northeast and mid-Atlantic states (Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia) currently participate in the Regional Greenhouse Gas Initiative ("RGGI"). The program requires most fossil fuel-fired power plant owners and operators in the region to hold allowances, purchased at auction, for each ton of carbon dioxide emissions. Non-emitting resources do not have to purchase or hold these allowances. Pennsylvania joined RGGI in April 2022.

As of February 28, 2025, GRE employed 152 employees, 59 of whom are located in the Jamestown, New York office, 59 of whom are located in our New Jersey office, 19 of whom are located in our Arizona office and 15 of whom are located in Texas. 7

8 Table of Contents

~~Genie~~Broader ~~Renewables~~state programs impact other sectors as well, such as the District of Columbia's Clean Energy DC Omnibus Act and cross-sector GHG reduction plans. Maryland expects to meet and exceed the mandate set in the Greenhouse Gas Emissions Reduction Act to reduce statewide GHG emissions 40% (from 2006 levels) by 2030, and the state’s Climate Solutions Now Act of 2022 further updates requirements with a proposal to reduce emissions 60% (from 2006 levels) by 2031. New Jersey accelerated its goals through Executive Order 274, which establishes an interim goal of 50% reductions below 2006 levels by 2030 and affirms its goal of achieving 80% reductions by 2050 and includes programs to drive greater amounts of electrified transportation. Delaware's Climate Change Solutions Act established in August 2023 sets a statewide GHG emissions reduction goal of 50% by January 1, 2030 and a net-zero GHG emissions goal by January 1, 2050, on a net basis as compared to a 2005 baseline. Illinois’ climate bill, Clean Energy Jobs Act, establishes decarbonization requirements for the state to transition to 100% clean energy by 2050 and supports programs to improve energy efficiency, manage energy demand, attract clean energy investment and accelerate job creation.

~~Overview~~The reelection of President Donald Trump has altered the landscape of federal climate policy. President Trump has taken several actions that pare back climate and sustainability initiatives from prior administrations and called for the repeal or modification of certain prior climate-related programs and incentives. It is not yet clear what impact, if any, these actions may have on us. President Trump has also emphasized the importance of reliable, affordable electricity to grow the economy and protect national security, and has specifically cited nuclear energy as an important technology.

~~GREW~~On isJanuary ~~comprised~~20, of2025, ~~businesses~~President ~~that~~Trump ~~market~~issued ~~and~~the ~~provide~~executive ~~renewable~~order ~~and~~“Unleashing ~~other~~American ~~energy solutions~~Energy.” ~~GREW currently~~The ~~primarily~~order ~~consists~~revokes ofPresident ~~(i)~~Biden’s ~~our~~Executive 95Orders related to climate initiatives.5% ~~interest~~In inaddition ~~Genie~~to ~~Solar~~withdrawing from the Paris Climate Agreement, President Trump directed the United States Environmental Protection Agency (iiEPA) ~~our~~to ~~92.8%~~abandon ~~interest~~the consideration of the “social cost of carbon” in ~~CityCom,~~ regulatory determinations and submit a recommendation on the fate of the 2009 finding under the Clean Air Act (~~iii~~CAA) ~~our~~that 96greenhouse gases threaten public health and welfare, which serves as a necessary statutory prerequisite for EPA to implement greenhouse gas emission standards for motor vehicles and other sectors.0% ~~interest~~The inorder ~~Diversegy~~also directed federal agencies to pause or reassess certain clean energy and climate-related funding programs established under the IRA and Infrastructure Investment and Jobs Act, subject to applicable law.

On ~~Genie~~July ~~Solar~~4, is2025, ~~engaged~~The inOne ~~multiple~~Big ~~facets~~Beautiful ofBill Act (OBBB) was enacted into law, which accelerated the ~~solar~~phase-out or termination of certain clean energy ~~ecosystem~~tax ~~including,~~credits ~~development~~that were central to the Inflation Reduction Act. For wind and solar projects, tax credits were subject to shortened eligibility timelines. Projects must either be completed by the end of 2027 or begin construction within 12 months of the bill's passage to qualify, ~~management~~compared to other clean energy technologies like battery storage and ~~operations~~carbon ofcapture ~~small~~which ~~utility~~retain ~~scale~~credits ~~solar~~into ~~generation~~the ~~projects~~next ~~including~~decade. ~~community~~The residential solar. Wetax ~~utilize~~credit ~~our~~(Section ~~best-~~25D) terminates on December 31, 2025, while EV charger credits must be placed in~~-class~~ ~~technology~~service ~~and~~by ~~expertise~~June to30, ~~identify~~2026, and ~~permit~~clean ~~potential~~commercial ~~solar~~vehicle ~~sites~~credits require acquisition by September 30, ~~design~~2025. One notable exception is the clean fuel production credit (Section 45Z), ~~build~~which ~~operate~~was ~~them~~extended asthrough ~~well~~2029, asthough towith ~~evaluate~~reduced values for sustainable aviation fuel and ~~acquire~~requirements ~~operating~~that ~~solar~~feedstocks ~~generation~~come ~~assets.~~exclusively ~~Genie~~from ~~Solar~~the ~~holds~~US, ~~our~~Canada, 60or Mexico.0% ~~interest~~The inlaw ~~Prism~~also ~~which~~introduces ~~designs~~complex "Foreign Entity of Concern" restrictions that prohibit tax credits for projects with ownership, control, or material assistance from entities connected to China, North Korea, Russia, or Iran, creating significant compliance burdens for developers and ~~manufactures~~potentially ~~specialized~~disrupting ~~solar~~supply ~~panels~~chains that have relied on foreign components and materials.

The ~~Our~~Company ~~current~~cannot ~~portfolio consists~~predict ofthe ~~a 9.4 MW~~nature ~~operating portfolio~~ of ~~projects~~future inregulations ~~Ohio~~or ~~and~~how ~~Michigan,~~such ~~~10 MW of~~regulations ~~community~~and ~~solar~~industry ~~projects~~developments inmight ~~New~~impact ~~York~~its ~~that~~future ~~are at the construction phase 6 MW of projects in permitting and an additional 72MW of projects under development~~operations.

The ~~CityCom~~adoption ~~Solar~~and isimplementation aof ~~provider~~any oflaws ~~customer~~or ~~acquisition~~regulations ~~solutions~~imposing obligations on, or limiting GHG emissions could adversely affect pricing or demand for ~~community~~our offerings. ~~solar~~We ~~and~~may ~~alternative~~not be able to pass on increases in costs to customers. In addition, changes in regulatory policies that result in a reduction in the demand for hydrocarbon products and ~~services~~carbon-emitting fuel sources that are ~~complementary~~deemed to contribute to climate change, or restrict the use of such products or fuel sources, may reduce demand for our offerings or impact the energy ~~offerings.~~supply markets.

Diversegy is an energy procurement advisor to industrial, commercial and municipal customers across deregulated energy markets in the United States. The company acts as an intermediary between customers and suppliers, leveraging its expertise and relationships to secure attractive contract rates and terms. It also offers ancillary energy services in both deregulated and regulated state markets. Employees

~~Market~~As of April 10, 2026, GRE employed 139 employees, 56 of whom are located in our New Jersey office, 52 of whom are located in the New York office, 20 of whom are located in our Arizona office and 11 of whom are located in Texas.

~~Genie Solar is engaged in different business areas within the solar energy industry.~~ 8

~~Solar~~ Table ~~energy is one~~ of the fastest growing forms of renewable energy with numerous economic and environmental benefits that make it an attractive complement to and/or substitute for traditional forms of energy generation. Demand for renewable energy has accelerated recently with the renewable targets and decarbonization goals across all industry segments, including the public sector, the private sector and residential customers. Contents

InGenie recent years, the price of solar power systems, and accordingly the cost of producing electricity from such systems, has dropped to levels that are competitive with or below the wholesale price of electricity in many markets. Worldwide solar markets continue to develop, aided by the above factors as well as demand elasticity resulting from declining industry average selling prices, both at the module and system level, which make solar power more affordable. Renewables

Multiple markets within the United States possess characteristics favorable for the solar generation market, including (i) sizeable electricity demand, particularly around growing population centers and industrial areas; (ii) strong demand for renewable energy generation; and (iii) abundant solar resources. In those areas and applications in which these factors are more pronounced, our solar energy solutions compete favorably on an economic basis with traditional forms of energy generation.Overview

~~CityCom markets~~GREW ~~direct~~is tocomprised ~~consumer~~of ~~customer~~businesses ~~acquisition~~that ~~solution~~market ~~for~~and ~~community~~provide ~~solar~~renewable and ~~alternative~~other ~~products~~energy solutions. GREW currently primarily consists of (i) our 95.5% interest in Genie Solar, (ii) our 93.8% interest in CityCom, (iii) our 91.5% interest in Diversegy. and ~~services~~(iv) ~~across~~our ~~United~~72.2% ~~States~~interest in Roded.

~~Diversegy competes for industrial~~Genie Solar is engaged in multiple facets of the solar energy ecosystem including, ~~commercial~~development, construction, management and ~~municipal~~operations ~~customers~~ of small utility scale solar generation projects including community solar. We utilize our best-in-class ~~markets~~technology ~~across~~and ~~the~~expertise ~~United~~to ~~States~~identify and permit potential solar sites, design, build operate them as well as to evaluate and acquire operating solar generation assets. Genie Solar holds our 60.0% interest in Prism which specializes in sales of solar panels.

Our ~~The~~current ~~energy~~solar ~~procurement~~portfolio ~~market~~consists ~~operates~~of ~~within~~a 9.4 MW ~~the broader~~operating ~~energy~~portfolio ~~industry~~of projects in Ohio and Michigan, ~~facilitating~~6 MW ~~transactions~~of ~~between~~operational ~~energy~~community ~~suppliers~~solar ~~and customers.~~in ~~Energy~~New ~~procurement~~York, ~~companies~~4 ~~play~~MW acommunity ~~critical~~solar ~~role~~projects in ~~deregulated energy~~New ~~markets,~~York ~~helping~~that ~~customers~~are ~~identify~~at the ~~optimal~~construction ~~services~~phase and ~~terms~~6 MW ~~for their~~of ~~specific~~projects ~~needs~~in permitting.

CityCom ~~The~~Solar ~~energy~~is ~~procurement~~a ~~sector~~provider ~~has grown significantly in regions with energy deregulation, such as the United States, Canada, and parts~~ of ~~Europe.~~customer ~~Increasing~~acquisition ~~volatility~~solutions ~~in energy prices, rising demand~~ for ~~cost-effective~~ ~~energy~~community ~~solutions,~~solar and ~~growing~~alternative ~~awareness~~products ofand ~~energy procurement strategies have driven demand for these~~ services. ~~The~~that ~~market~~are iscomplementary ~~influenced~~to ~~by factors~~our ~~such as regulatory changes, technological advancements, and shifts in~~ energy ~~supply dynamics, including the integration of renewable energy sources~~offerings.

~~The market~~ Diversegy is ~~expected~~an ~~to continue~~energy ~~experiencing~~procurement ~~growth~~advisor ~~as businesses seek ways~~ to ~~manage~~industrial, ~~energy~~commercial ~~costs~~ and ~~navigate~~ ~~the~~municipal ~~increasingly~~customers ~~complex~~across deregulated energy markets. ~~The increasing integration of renewable energy, advancements~~ in ~~smart grid technology, and evolving regulatory policies will further influence~~ the ~~industry's~~United ~~direction~~States. The ~~market~~company isacts ~~expected~~as toan ~~continue~~intermediary ~~experiencing~~between ~~growth as~~customers ~~businesses~~and ~~seek~~suppliers, ~~ways~~leveraging toits ~~manage~~expertise ~~energy costs~~ and ~~navigate~~relationships ~~the~~to ~~increasingly~~secure ~~complex energy~~attractive ~~markets.~~contract ~~The~~rates ~~increasing~~and ~~integration~~terms. ofIt ~~renewable~~also offers ancillary energy, ~~advancements~~services in ~~smart~~ ~~grid~~both ~~technology,~~deregulated and ~~evolving~~regulated state ~~regulatory policies will further influence the industry's direction~~markets.

9Roded is a pre-revenue start-up that has developed, engineered, and tested proprietary processes for converting certain agricultural and industrial plastic wastes into various commercial plastic products. Because its primary input is low-cost plastic waste that would otherwise be disposed in landfills or incinerated, and because Roded products may qualify for plastic waste reduction program credits in certain jurisdictions. Roded’s manufactured products may significantly undercut current offerings in multiple markets. Roded expects to bring its first offerings – high-grade recycled plastic pallets to market in Israel in 2026, and is pursuing expansion to other key locations within the $70 billion plus global pallet market.

~~Business Operations~~Market

~~In 2024,~~ Genie Solar is ~~accounted~~engaged ~~for~~in ~~1.6%~~different ~~and~~business ~~31.1%~~areas ofwithin ~~our~~the ~~consolidated~~solar ~~revenue~~energy ~~and GREW segment's revenue, respectively~~industry.

InSolar ~~2024,~~energy ~~CityCom~~is ~~Solar~~one ~~accounted~~of ~~for~~the ~~0.5%~~fastest ~~and~~growing ~~10.5%~~forms of ~~our~~renewable ~~consolidated~~energy ~~revenue~~with numerous economic and ~~GREW~~environmental benefits that make it an attractive complement to and/or substitute for traditional forms of energy generation. ~~segment's~~Demand ~~revenue~~for renewable energy has accelerated recently with the renewable targets and decarbonization goals across all industry segments, ~~respectively~~including the public sector, the private sector and residential customers.

In ~~2024~~recent years, ~~Diversegy accounted~~the ~~for~~price ~~3.0%~~of solar power systems, and ~~58.1%~~accordingly the cost of ~~our~~producing ~~consolidated~~electricity ~~revenue~~from such systems, has dropped to levels that are competitive with or below the wholesale price of electricity in many markets. Worldwide solar markets continue to develop, aided by the above factors as well as demand elasticity resulting from declining industry average selling prices, both at the module and ~~GREW segment's~~system ~~revenue~~level, ~~respectively.~~which make solar power more affordable.

~~Regulations~~Multiple markets within the United States possess characteristics favorable for the solar generation market, including (i) sizeable electricity demand, particularly around growing population centers and industrial areas; (ii) strong demand for renewable energy generation; and (iii) abundant solar resources. In those areas and applications in which these factors are more pronounced, our solar energy solutions compete favorably on an economic basis with traditional forms of energy generation.

CityCom markets Ondirect ~~May~~to ~~23,~~consumer ~~2023,~~customer ~~the~~acquisition ~~EPA~~solutions ~~published in the Federal Register proposed new source performance standards under CAA section 111(b) that would establish standards of performance~~ for ~~emissions~~community ofsolar ~~greenhouse gases (expressed as carbon dioxide (CO2)) for newly constructed, modified,~~ and ~~reconstructed~~alternative ~~fossil~~products ~~fuel-fired electric utility steam generating units~~ and ~~fossil~~services ~~fuel-fired~~across ~~stationary~~United combustion turbines. On that same day, in a separate rulemaking under CAA section 111(d), the EPA published proposed emission guidelines for states to use in developing plans to limit CO2 emissions from existing fossil fuel-fired electric generating units and certain large existing stationary combustion turbines. States

Additionally, a number of federal regulations have increased the cost of fossil generation across the country over the last several decades. The Clean Air Act of 1970 originally provided the EPA with authority to regulate emissions, but it was not until the 2000s that EPA restrictions on sulfur dioxide and nitrogen oxides emissions required installation of scrubbers or other emissions control equipment. More recently,Diversegy ~~EPA’s~~competes ~~continued air quality level regulations have driven controls on all types of units along with stringent operational limitations. EPA has also set broader standards~~ for ~~greenhouse gas emissions particularly from new~~ industrial, ~~modified,~~commercial and ~~reconstructed~~municipal ~~fossil-fired power plants forcing efficiency improvements and increasing maintenance costs. At the state level, a number of carbon pricing schemes have been implemented, including a~~customers ~~cap-and-trade program~~ in ~~California~~markets ~~and~~across ~~a carbon tax in~~ the ~~Northeast~~United ~~via the RGGI~~States.

InThe ~~addition,~~energy ~~the Biden Administration~~procurement ~~continues~~market tooperates ~~propose~~within ~~legislation and both regulatory and executive actions to help accelerate~~ the ~~clean~~broader energy ~~transition~~industry, ~~including~~facilitating ~~new~~transactions ~~tax~~between ~~incentives,~~energy ~~additional~~suppliers ~~restrictions on methane~~ and ~~other~~customers. ~~GHG~~Energy ~~emissions,~~procurement ~~and~~companies ~~other~~play ~~policies~~a ~~intended~~critical torole ~~combat climate change. For example,~~ in ~~December~~deregulated ~~2021,~~energy ~~President Biden signed an executive order calling for the federal government to achieve net zero emissions by 2050~~markets, ~~with~~helping ~~a 65%~~customers ~~reduction~~identify ~~by 2030. The order specifically directs~~ the ~~federal~~optimal ~~government~~services ~~to use its scale~~ and ~~procurement~~terms power to achieve 100% carbon pollution-free electricity by 2030, with at least half coming from locally supplied clean energy, as well as 100% zero-emission vehicle acquisitions by 2035 and a net-zero emissions building portfolio by 2045, all of which may contribute to increased demand for ~~alternative~~their ~~energy~~specific ~~technologies, including renewable energy and energy storage~~needs. ~~The Administration has also set a goal of economy-wide net zero emissions in the United States by 2050.~~

The Inenergy ~~April~~procurement ~~2024,~~sector ~~EPA~~has ~~issued~~grown asignificantly ~~final~~in ~~rule~~regions ~~that~~with ~~regulates greenhouse~~energy ~~gases from existing coal~~deregulation, ~~new~~such ~~natural~~as ~~gas-fired~~the ~~power~~United ~~plants~~States, ~~and existing~~Canada, ~~oil/gas steam generators under Clean Air Act section 111. The applicable standards are subcategorized by retirement date for existing coal~~ and ~~capacity~~parts ~~factor~~of ~~for existing gas~~Europe. ~~EPA~~Increasing ~~has~~volatility ~~solicited comment on approaches for regulating GHGs from existing gas plants~~ in aenergy ~~docket~~prices, ~~that~~rising ~~closed~~demand infor ~~May 2024.~~cost-effective Inenergy ~~October 2024~~solutions, ~~the~~and ~~U.S.~~growing ~~Supreme~~awareness ~~Court~~of ~~rejected~~energy aprocurement ~~request~~strategies tohave ~~temporarily block~~driven ~~implementation~~demand ~~of EPA's GHG standards~~ for ~~existing~~these ~~coal, new gas, and existing oil/gas steam generators~~services. The ~~rule~~market is ~~currently~~influenced ~~being~~by ~~litigated~~factors insuch ~~the DC~~as ~~Circuit.~~regulatory ~~Under the Unleashing American Energy Executive Order~~changes, ~~issued~~technological ~~on January 20~~advancements, ~~2025,~~and ~~agencies~~shifts ~~are~~in ~~directed~~energy tosupply ~~revisit~~dynamics, ~~regulations~~including ~~that “impose an undue burden” on~~ the ~~use~~integration of ~~domestic~~renewable energy ~~resources, including coal, natural gas, and oil~~sources. ~~In February 2025, EPA filed a motion to hold the D.C. Circuit litigation in abeyance.~~

~~Government~~The ~~Incentives~~market is expected to continue experiencing growth as businesses seek ways to manage energy costs and navigate the increasingly complex energy markets. The increasing integration of renewable energy, advancements in smart grid technology, and evolving regulatory policies will further influence the industry's direction. The market is expected to continue experiencing growth as businesses seek ways to manage energy costs and navigate the increasingly complex energy markets. The increasing integration of renewable energy, advancements in smart grid technology, and evolving regulatory policies will further influence the industry's direction.

~~The~~Roded ~~U.S.~~competes ~~federal~~in ~~government~~the ~~provides~~$70.0 anbillion ~~uncapped~~plus ~~investment~~global ~~tax~~market ~~credit,~~for orshipping ~~“Federal~~pallets ~~ITC,”~~with ~~that~~a ~~originally~~focus ~~allowed~~on aplastic ~~taxpayer~~pallets. toThe ~~claim~~plastic apallet ~~credit~~segment ~~of 30%~~is ofexperiencing ~~qualified~~particularly ~~expenditures~~robust ~~for~~expansion, agrowing ~~residential~~faster orthan ~~commercial~~the ~~solar~~overall ~~generation~~pallet ~~facility.~~market ~~The~~with ~~Tax~~compound ~~Act~~annual ~~did~~growth ~~not~~rates ~~make~~ranging ~~any~~from ~~changes~~6.0% to ~~the~~8.3% ~~existing~~depending ~~laws~~on ~~surrounding~~the ~~tax~~specific ~~credits~~segment ~~for~~and ~~renewable energy~~application. The ~~Federal~~company ~~ITC is~~ currently ~~at 26%~~markets ~~for~~its aproducts ~~solar~~in ~~generation~~Israel ~~facility.~~and ~~A permanent 10% Federal ITC~~ is ~~available~~pursuing ~~for~~expansion ~~non-residential~~to ~~solar~~other ~~generation~~key ~~facility construction that begins on or after January 1, 2022~~locations.

On August 16, 2023, the Inflation Reduction Act (IRA) was enacted. The IRA extended the ITC through December 31, 2025, for solar, wind, geothermal, biogas, combined heat and power ("CHP") facilities, and microgrid projects that begin construction before December 31, 2025. The IRA established a Federal ITC level of 30.0 % for all projects that meet Prevailing Wage and Apprenticeship standards as well as additional 10.0% - 20.0% credits for projects that meet certain domestic materials requirements, placement within an energy community or placement within an environmental justice area. The IRA also allows for interconnection costs within qualified ITC costs and extends the Federal ITC for eligible costs associated with standalone energy storage. 9

10 Table of Contents

~~Many~~Business states offer a personal and/or corporate investment or production tax credit for renewable energy facilities, which is additive to the Federal ITC. Further, more than half of the states, and many local jurisdictions, have established property tax incentives for renewable energy facilities that include exemptions, exclusions, abatements and credits. Many renewable energy facilities in the U.S. have been financed with a tax equity financing structure, whereby the tax equity investor is a member holding equity in the limited liability company that directly or indirectly owns the solar generation facility or wind power plant and receives the benefits of various tax credits. Additionally, Solar Development often benefits from state incentives that may provide valuable Renewable Energy Certificates, cash refunds and/or guaranteed revenue per unit of electricity produced by utility scale solar projects like community solar.Operations

~~Many~~In ~~states~~2025, ~~also~~Genie ~~have~~Solar accounted ~~adopted procurement requirements~~ for ~~renewable energy production~~0.9% ~~Thirty states, Washington, D.C.,~~ and ~~two territories have active renewable or clean energy requirements, while an additional~~ 18.3% ~~states~~of ~~and~~our 1consolidated ~~territory~~revenue have set voluntary renewable energy goals. Renewable portfolio standard ("RPS") legislation has seen two opposing trends in recent years. On one hand, many states with RPS targets are expanding or renewing those goals. Since 2018, 15 states, 2 territories, and ~~Washington,~~GREW segment's ~~D.C.~~revenue, ~~have passed legislation to increase or expand their renewable or clean energy targets~~respectively. ~~Eleven states and one territory have allowed their RPS targets to expire.~~

~~There~~In ~~are~~2025, 41CityCom ~~states~~Solar ~~that~~accounted ~~have~~for a0.3% ~~regulatory~~and ~~policy known as net metering~~5.9% ~~Net~~of ~~metering typically allows~~ our ~~customers~~consolidated torevenue ~~interconnect their on-site solar generation facilities to the utility grid~~ and ~~offset their utility electricity purchases by receiving a bill credit at the utility’~~GREW segment's ~~retail~~revenue, ~~rate for energy generated by their solar generation facility in excess of electric load that is exported to the grid~~respectively. Some states require utilities to provide net metering to their customers until the total generating capacity of net metered systems exceeds a set percentage of the utilities’ aggregate customer peak demand.

ItIn is2025, ~~unclear~~Diversegy accounted ~~what~~for ~~impact~~3.5% ~~the~~and ~~executive~~75.1% ~~order~~of ~~issued~~our byconsolidated ~~President~~revenue ~~Trump,~~and ~~referenced,~~GREW segment's ~~above~~revenue, ~~will have on the solar energy incentives in the IRA~~respectively.

~~Growth Strategy~~Regulations

~~Genie~~On ~~Solar~~May ~~expects~~23, to2023, ~~grow~~the byEPA ~~constructing~~published in the ~~projects~~Federal Register proposed new source performance standards under CAA section 111(b) that ~~are~~would ~~currently~~establish instandards ~~its~~of ~~development~~performance ~~pipeline.~~for ~~Once~~emissions ~~the~~of ~~projects~~greenhouse ~~are~~gases (expressed as carbon dioxide (CO2)) for newly constructed, wemodified, ~~can~~and ~~sell~~reconstructed fossil fuel-fired electric utility steam generating units and fossil fuel-fired stationary combustion turbines. On that same day, in a separate rulemaking under CAA section 111(d), the ~~energy~~EPA ~~produced~~published proposed emission guidelines for states to ~~generate~~use ~~revenue~~in developing plans to limit CO2 emissions from existing fossil fuel-fired electric generating units and certain large existing stationary combustion turbines.

~~Beyond~~Additionally, a number of federal regulations have increased the ~~existing~~cost ~~pipeline~~of wefossil ~~expect~~generation across the country over the last several decades. The Clean Air Act of 1970 originally provided the EPA with authority to ~~grow~~regulate ~~through~~emissions, ~~organic~~but ~~efforts~~it was not until the 2000s that EPA restrictions on sulfur dioxide and ~~selective~~nitrogen ~~acquisitions~~oxides emissions required installation of scrubbers or other emissions control equipment. ~~Organically~~More recently, EPA’s continued ~~our~~air ~~business~~quality ~~development~~level ~~team~~regulations ~~searches~~have driven controls on all types of units along with stringent operational limitations. EPA has also set broader standards for ~~new~~greenhouse ~~land~~gas onemissions ~~which~~particularly tofrom ~~develop~~new, ~~small~~modified, ~~utility~~and reconstructed fossil-~~scale~~fired ~~solar~~power ~~projects.~~plants ~~They~~forcing ~~make~~efficiency ~~arrangements~~improvements toand ~~secure~~increasing maintenance costs. At the ~~option~~state tolevel, ~~build~~a asnumber weof ~~take~~carbon ~~the~~pricing ~~project~~schemes ~~through~~have ~~initial~~been ~~feasibility~~implemented, ~~diligence~~including a cap-and-trade program in California and a carbon tax in the Northeast via the RGGI.

OnIn ~~the~~April ~~acquisition~~2024, ~~side~~EPA issued a final rule that regulates greenhouse gases from existing coal, wenew ~~leverage~~natural gas-fired power plants, and existing oil/gas steam generators under Clean Air Act section 111. The applicable standards are subcategorized by retirement date for existing coal and capacity factor for existing gas. EPA has solicited comments on approaches for regulating GHGs from existing gas plants in a ~~network~~docket that closed in May 2024. In October 2024, the U.S. Supreme Court rejected a request to temporarily block implementation of ~~brokers~~EPA's GHG standards for existing coal, ~~referral~~new ~~agents~~gas, and ~~bankers~~existing oil/gas steam generators. The rule is currently being litigated in the DC Circuit. Under the Unleashing American Energy Executive Order, issued on January 20, 2025, agencies are directed to ~~find~~revisit ~~projects~~regulations that ~~are~~“impose ~~either~~an ~~operational/generating~~undue ~~revenue~~burden” oron ~~are~~the ~~still~~use of domestic energy resources, including coal, natural gas, and oil. In February 2025, EPA filed a motion to hold the D.C. Circuit litigation in ~~development~~abeyance.

~~CityCom~~In ~~expects~~February to2026, ~~grow~~the byEPA ~~expanding~~issued ~~customers~~a ~~base~~final ~~within~~rule which rescinded its ~~existing~~2009 ~~product~~Greenhouse Gas Endangerment Finding under Section 202(a)(1) of the Clean Air Act and ~~services~~eliminated asall ~~well~~existing asGHG byemissions ~~expanding~~standards ~~into~~for ~~additional~~motor ~~product~~vehicles. ~~markets~~While the 2009 endangerment finding did not directly regulate the utility industry, the EPA could apply the same legal theories in this final rule to other federal regulations on GHG emissions, including those under Section 111. After the EPA issued the final rule, certain entities filed litigation in the D.C. Circuit challenging the rescission. Additional litigation is expected to be filed.

~~Diversegy~~Under ~~expects~~the January 20, 2025 Executive Order “Unleashing American Energy,” federal agencies are directed to ~~grow~~review byregulations ~~expanding~~imposing ~~its~~undue ~~market~~burdens ~~reach~~on domestic energy resources, ~~enhancing~~including ~~product~~coal, ~~service~~natural ~~offerings~~gas, ~~leveraging~~and ~~new~~oil, ~~technology~~which ~~platforms~~may affect the timing and ~~deepening~~implementation ~~its~~of ~~strong~~these ~~client~~proposed ~~relationships~~rules.

~~Competition~~Government Incentives

AtThe ~~Genie~~U.S. ~~Solar,~~federal ~~the~~government ~~market~~provides isan ~~highly~~uncapped ~~competitive~~investment ~~and~~tax ~~continually~~credit, ~~evolving.~~or We“Federal ~~face~~ITC,” ~~increased~~that ~~competition~~originally inallowed ~~the~~a ~~acquisition~~taxpayer to claim a credit of 30% ~~attractive~~of ~~development~~qualified ~~projects~~expenditures asfor ~~well as~~a inresidential ~~the~~or ~~markets~~commercial ~~for~~solar ~~the~~generation ~~service~~facility. ~~providers~~The ~~needed~~Tax Act did not make any changes to ~~develop~~the ~~and~~existing ~~construct~~laws ~~projects~~surrounding ~~with~~tax ~~attractive~~credits ~~economics~~for renewable energy. ~~Within~~The ~~the~~Federal ~~community~~ITC is currently at 26% for a solar ~~space,~~generation wefacility. ~~will~~A ~~face~~permanent ~~competition~~10% ~~for~~Federal ~~retail~~ITC ~~customers~~is ~~from~~available ~~other~~for ~~community~~non-residential solar ~~operators~~generation asfacility ~~well~~construction asthat ~~alternative~~begins ~~solar~~on ~~service~~or ~~providers~~after January 1, 2022.

11The IRA, enacted August 16, 2023, established Federal ITC incentives for renewable energy and energy storage projects. Certain ITC incentives were subsequently accelerated or curtailed under the One Big Beautiful Bill Act (OBBB, July 4, 2025), including revised construction or completion deadlines for wind and solar projects. The Federal ITC for standalone energy storage remains available for eligible costs, subject to these limitations.

AtAs ~~CityCom~~discussed above, weon ~~face~~July ~~competition~~4, ~~from~~2025, ~~alternative~~the ~~service~~OBBB ~~providers~~was asenacted ~~well~~into aslaw, which ~~alternative~~dramatically ~~products~~curtails ~~and~~the ~~services~~clean energy sector by accelerating the elimination of tax credits that ~~source~~were ~~customers~~central ~~for~~to ~~our~~the ~~clients~~Inflation Reduction Act.

At Diversegy, the energy procurement market is highly competitive with a number of different competition types. We face competition from other brokers as well as other REPs and incumbent utilities that market directly to customers. 10

~~Employees~~ Table of Contents

Many Asstates offer a personal and/or corporate investment or production tax credit for renewable energy facilities, which is additive to the Federal ITC. Further, more than half of ~~February~~the 28states, ~~2025~~and many local jurisdictions, ~~GREW employed~~have ~~22 employees~~established property tax incentives for renewable energy facilities that include exemptions, ~~all~~exclusions, ofabatements ~~whom~~and ~~are~~credits. ~~located~~Many renewable energy facilities in ~~our~~ ~~New~~the ~~Jersey~~U.S. ~~office~~have been financed with a tax equity financing structure, whereby the tax equity investor is a member holding equity in the limited liability company that directly or indirectly owns the solar generation facility or wind power plant and receives the benefits of various tax credits. Additionally, Solar Development often benefits from state incentives that may provide valuable Renewable Energy Certificates, cash refunds and/or guaranteed revenue per unit of electricity produced by utility scale solar projects like community solar.

~~Climate~~Many ~~Change~~states have also adopted procurement requirements for renewable energy production. Thirty states, Washington, D.C., and two territories have active renewable or clean energy requirements, while an additional 3 states and 1 territory have set voluntary renewable energy goals. Renewable portfolio standard ("RPS") legislation has seen two opposing trends in recent years. On one hand, many states with RPS targets are expanding or renewing those goals. Since 2018, 15 states, 2 territories, and Washington, D.C., have passed legislation to increase or expand their renewable or clean energy targets. Eleven states and one territory have allowed their RPS targets to expire.

There Asare ~~indicated~~41 bystates ~~the~~that ~~Intergovernmental~~have ~~Panel~~a onregulatory ~~Climate~~policy ~~Change,~~known ~~emissions~~as ofnet ~~GHG,~~metering. ~~including~~Net ~~carbon~~metering ~~dioxide,~~typically ~~are~~allows ~~very~~customers ~~likely~~to ~~changing~~interconnect ~~the~~their ~~world’s~~on-site ~~climate.~~solar ~~Climate~~generation ~~change~~facilities ~~could~~to ~~affect~~the ~~customer~~utility ~~demand~~grid ~~for~~and ~~the~~offset ~~Company's~~their ~~product~~utility ~~offerings.~~electricity Itpurchases ~~might~~by ~~also~~receiving ~~cause~~a ~~physical~~bill ~~damage~~credit toat the utility’s retail rate for energy ~~production~~generated ~~ecosystem~~by ~~that~~their ~~the~~solar ~~Company's~~generation ~~REPs~~facility ~~rely~~in onexcess toof ~~procure~~electric ~~electricity~~load ~~and~~that ~~natural~~is ~~gas~~exported ~~for~~to ~~their~~the ~~customers~~grid. ~~Additionally,~~Some ~~climate~~states ~~change~~require ~~could~~utilities ~~affect~~to provide net metering to their customers until the ~~availability~~total ofgenerating ~~risk~~capacity ~~management~~of ~~products~~net ~~and~~metered ~~services~~systems ~~that~~exceeds ~~the~~a ~~Company~~set ~~REPs~~percentage ~~rely on~~of tothe ~~manage~~utilities’ ~~its~~aggregate ~~risk~~customer ~~position~~peak demand.

Growth In September 2016, the U.S. joined in adopting the agreement reached on December 12, 2015, at the United Nations Framework Convention on Climate Change meetings in Paris to reduce GHGs. The Paris Agreement’s non-binding obligations to limit global warming to below two degrees Celsius became effective on November 4, 2016. Genie cannot currently estimate the financial impact of climate change policies, although potential legislative or regulatory programs restricting CO2 emissions, or litigation alleging damages from GHG emissions, could require material capital and other expenditures or result in changes to its operations.Strategy

Genie InSolar ~~December~~expects ~~2009,~~to ~~the~~continue ~~EPA~~operating ~~released~~ its ~~final~~portfolio ~~“Endangerment and Cause or Contribute Findings for GHGs under the Clean Air Act (CAA),” concluding that concentrations~~ of ~~several~~operating ~~key~~solar ~~GHGs~~assets ~~constitute an "endangerment"~~ and ~~may~~complete beconstruction ~~regulated as "air pollutants" under the CAA and mandated measurement and reporting~~ of ~~GHG emissions from certain sources, including electric generating units (EGU). Subsequently,~~ the ~~EPA~~projects ~~released its final Clean Power Plan (CPP) regulations~~ in ~~August 2015 to reduce CO2 emissions from existing fossil fuel-fired EGUs and finalized state regulations imposing CO2 emission limits for new, modified, and reconstructed fossil fuel-fired EGUs~~progress. Numerous states and private parties filed appeals and motions to stay the CPP with the D.C. Circuit in October 2015. On February 9, 2016, the U.S. Supreme Court stayed the rule during the pendency of the challenges to the Washington D.C. Circuit and U.S. Supreme Court. On March 28, 2017, an executive order, entitled “Promoting Energy Independence and Economic Growth,” instructed the EPA to review the CPP and related rules addressing GHG emissions and suspend, revise or rescind the rules if appropriate. On June 19, 2019, the EPA repealed the CPP and replaced it with the affordable clean energy (ACE) rule that established guidelines for states to develop standards of performance to address GHG emissions from existing coal-fired generation. On January 19, 2021, the Washington D.C. Circuit vacated and remanded the ACE rule declaring that the EPA was “arbitrary and capricious” in its rule making and, as such, the ACE rule is no longer in effect and all actions thus far taken by states to implement the federally mandated rule are now null and void. The D.C. Circuit decision is subject to legal challenge. Depending on the outcomes of further appeals and how any final rules are ultimately implemented, the future cost of compliance may be material. On May 23, 2023, the EPA proposed significantly revising the manner in which new and existing Electric Generating Units’ GHG emissions should be regulated including using hydrogen as a fuel, capturing and storing/sequestering CO2 and requiring new units to be more efficient. The EPA has stated that it intends to finalize these revisions in 2024. The Company expects that the final rule will be challenged in the courts and accordingly uncertain over the next several years.

CityCom Inexpects ~~December 2021, President Biden signed an executive order calling for the federal government~~ to ~~achieve~~grow ~~net zero emissions~~ by ~~2050,~~expanding ~~with~~customers abase ~~65%~~within ~~reduction by 2030. The order specifically directs the federal government to use~~ its ~~scale~~existing product and ~~procurement~~services ~~power to achieve 100% carbon pollution-free electricity by 2030, with at least half coming from locally supplied clean energy,~~ as well as ~~100% zero-emission vehicle acquisitions~~ by ~~2035~~expanding ~~and~~into aadditional ~~net-zero~~product ~~emissions building portfolio by 2045, all of which may contribute to increased demand for alternative energy technologies, including renewable energy and energy storage~~markets.

~~Additionally,~~Diversegy aexpects ~~number~~to ofgrow ~~other~~by ~~federal~~expanding ~~and~~its ~~state~~market ~~regulations have increased the cost of fossil generation across the country over the last several decades. The Clean Air Act of 1970 originally provided the EPA with authority to regulate emissions~~reach, ~~but~~enhancing itproduct ~~was~~service ~~not until the 2000s that EPA restrictions on sulfur dioxide and nitrogen oxides emissions required installation of scrubbers or other emissions control equipment. More recently~~offerings, ~~EPA’s continued~~ ~~air~~leveraging ~~quality level regulations have driven controls on all types of units along with stringent operational limitations. EPA has also set broader standards for greenhouse gas emissions particularly from~~ new, ~~modified,~~technology ~~and~~platforms ~~reconstructed fossil-fired power plants forcing efficiency improvements~~ and ~~increasing~~deepening ~~maintenance~~its ~~costs.~~strong Atclient ~~the state level, a number of carbon pricing schemes have been implemented, including a cap-and-trade program in California and a carbon tax in the Northeast via the RGGI~~relationships.

Roded ~~The~~expects ~~cost~~ to ~~the~~bring ~~Company~~its toinitial ~~comply~~commercial ~~with any legislation~~offering, ~~regulations~~a orrecycled ~~initiatives~~plastic ~~limiting~~pallet, ~~GHG or emissions or otherwise seeking~~ to ~~limit~~market ~~the~~in ~~impact~~Israel ofin ~~climate~~2026 ~~change could be substantial. Moreover, regulations imposing obligations on, or limiting GHG emissions from, our equipment~~ and ~~operations~~to ~~could~~demonstrate ~~adversely~~that ~~affect~~it ~~pricing~~can orutilize ~~demand~~its ~~for~~proprietary ~~our~~technologies ~~offerings~~at scale. Also ~~We may not be able to pass on increases~~ in ~~costs to customers. In addition~~2026, ~~changes~~Roded inexpects ~~regulatory~~to ~~policies~~identify ~~that~~and ~~result~~obtain insites ~~a reduction in the demand~~ for ~~hydrocarbon~~additional ~~products~~manufacturing ~~and~~facilities ~~carbon-emitting fuel sources that are deemed~~ to ~~contribute~~meet tolocal ~~climate change, or restrict the use of such products or fuel sources, may reduce~~ demand ~~for~~in ~~our~~certain ~~offerings~~global ~~or impact the energy supply~~ markets.

12 11

~~Additionally,~~ Table ~~on March 21, 2022, the U.S. Securities and Exchange Commission issued a proposed rule regarding the enhancement and standardization~~ of mandatory climate-related disclosures for investors. The proposed rule would require registrants to include certain climate-related disclosures in their registration statements and periodic reports, including, but not limited to, information about the registrant’s governance of climate-related risks and relevant risk management processes; climate-related risks that are reasonably likely to have a material impact on the registrant’s business, results of operations or financial condition and their actual and likely climate-related impacts on the registrant’s business strategy, model and outlook; climate-related targets, goals and transition plan (if any); certain climate-related financial statement metrics in a note to their audited financial statements; Scope 1 and Scope 2 GHG emissions; and Scope 3 GHG emissions and intensity, if material, or if the registrant has set a GHG emissions reduction target, goal or plan that includes Scope 3 GHG emissions. Although the proposed rule’s ultimate date of effectiveness and the final form and substance of these requirements is not yet known and the ultimate scope and impact on our business is uncertain, compliance with the proposed rule, if finalized, may result in increased legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place strain on our personnel, systems and resources. Contents

Further, legislative and regulatory initiatives are underway to that purpose. The Inflation Reduction Act of 2022 (“IRA”), signed into law in August 2022, appropriates significant federal funding for renewable energy initiatives and, for the first time ever, imposes a fee on GHG emissions from certain oil and gas sources and facilities. The emissions fee and funding provisions of the law could increase operating costs within the oil and gas industry and accelerate a transition away from fossil fuels, which could in turn adversely affect our business and results of operations. The U.S. Congress has also considered legislation that would control GHG emissions through a “cap and trade” program and several states have already implemented programs to reduce GHG emissions. Additionally, following the U.S. Supreme Court finding that GHG emissions fall within the CAA definition of an “air pollutant,” the EPA has adopted regulations that, among other things, establish construction and operating permit review for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources, and together with the United States Department of Transportation, implement GHG emissions limits on vehicles manufactured for operation in the United States. The EPA has also proposed rules in November 2021 and 2022 intended to reduce methane emissions from new and existing oil and gas sources. Furthermore, many state and local leaders have intensified or stated their intent to intensify efforts to support international climate commitments and treaties, in addition to developing programs that are aimed at reducing GHG emissions by means of cap and trade programs, carbon taxes or encouraging the use of renewable energy or alternative low-carbon fuels.Competition

At ~~Many~~CityCom, ~~states in which~~ we ~~operate~~face ~~have~~competition ~~state~~from ~~and~~alternative ~~regional~~service ~~programs~~providers ~~to reduce GHG emissions and renewable and other portfolio standards, which impact the power sector and other sectors~~ as well. Aas ~~total~~alternative ofproducts ~~25 states~~ and ~~the~~services ~~District~~that ofsource ~~Columbia~~customers ~~have~~for ~~100%~~our ~~clean energy targets, deep GHG reductions, or both, encompassing 53% of U~~clients.~~S residential electricity customers.~~

At ~~On January 20~~Diversegy, ~~2025, President Trump issued~~ the ~~executive~~energy ~~order~~procurement ~~“Unleashing~~market ~~American~~is ~~Energy.”~~highly ~~The order~~competitive ~~revokes~~with ~~President~~a ~~Biden’s~~number ~~Executive~~of ~~Orders~~different ~~related~~competition ~~to climate initiatives~~types. InWe ~~addition~~face tocompetition ~~withdrawing~~ from ~~the~~other ~~Paris~~brokers ~~Climate~~as ~~Agreement, President~~well ~~Trump~~as ~~directed~~other ~~EPA to abandon the consideration of the “social cost of carbon” in regulatory determinations~~ REPs and ~~submit~~incumbent autilities ~~recommendation on the fate of the 2009 finding under the CAA~~ that ~~greenhouse~~market ~~gases~~directly ~~threaten public health and welfare, which serves as a necessary statutory prerequisite for EPA~~ to ~~implement greenhouse gas emission standards for motor vehicles and other sectors~~customers. All federal agencies are directed to pause clean energy and climate-related funding under the Inflation Reduction Act and Infrastructure Investment and Jobs Act. It is unclear what impact the executive orders will have on the energy regulation landscape.

~~Employees~~At Roded, the market for plastic is dominated by a mix of large multinational manufacturers that compete on durability, weight and ~~Human~~total ~~Capital~~cost ~~Resources~~of ownership against each other and traditional wood pallet suppliers. Roded expects to bring its initial commercial offering, a recycled plastic pallet, to market in Israel in 2026 and to demonstrate that it can utilize its proprietary technologies at scale. Also in 2026, Roded expects to identify and obtain sites for additional manufacturing facilities to meet local demand in certain global markets.

Attracting and retaining qualified personnel familiar with our businesses who head our different businesses units is critical to our success. As of February 28, 2025, we had a total of 186 employees, of which all were full-time employees. Additionally, we utilize the services of external marketing companies who engage in sales practices on our behalf. These vendors utilize both employees and contractors. Employees

As ~~Our~~of ~~human~~April ~~capital resources objectives include~~10, ~~as applicable~~2026, ~~identifying,~~GREW employed ~~recruiting,~~51 ~~retaining, incentivizing and integrating our existing and new~~ employees, ~~advisors~~20 ~~and~~of ~~consultants.~~whom Toare ~~accomplish~~located ~~that,~~ in our ~~compensation~~New ~~practices~~Jersey ~~are~~office, 18 ~~designed to attract and retain qualified and motivated personnel and align their interests with the goals~~ of ~~the~~whom ~~Company~~are ~~and~~located ~~with the best interests of~~ in our ~~stockholders.~~Florida ~~Our~~office ~~compensation philosophy is to provide compensation to attract the individuals necessary for our current needs~~ and ~~growth~~13 ~~initiatives,~~of ~~and~~whom ~~provide~~are ~~them~~located ~~with the proper incentives to motivate those individuals to achieve~~ in our ~~long-term~~Israel ~~plans,~~office ~~which~~working ~~includes among other things, equity and cash incentive plans that attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards~~for Roded.

Climate We believe that talent attraction and retention are critical to our ability to achieve our strategy and that a trained, diverse and inspired workforce is integral to delivering on our objectives. Our recruiting process reaches a wide array of potential employees, and we employ a rigorous screening process to ensure that we identify and hire quality professionals. We work to ensure that compensation and benefits offered to employees are fair and reflects industry standards and best practices.Change

As Weindicated ~~are~~by ~~committed~~the toIntergovernmental ~~diversity~~Panel ~~and~~on ~~inclusion~~Climate inChange, ~~the~~emissions ~~workforce~~of, including acarbon ~~policy~~dioxide, ofare ~~non-discriminatory~~very ~~treatment~~likely ~~and~~changing ~~respect~~the ofworld’s ~~human~~climate. ~~rights~~Climate ~~for~~change ~~all~~could ~~current~~affect ~~and~~customer ~~prospective~~demand ~~employees.~~for ~~Discrimination on~~ the ~~basis of an individual’~~Company's ~~race,~~offerings. ~~religion,~~It ~~creed,~~might ~~color,~~also ~~sex,~~cause ~~sexual~~physical ~~orientation,~~damage ~~age,~~to ~~marital~~the ~~status,~~energy ~~disability,~~production ~~national~~ecosystem ~~origin~~that orthe ~~veteran’~~Company's ~~status~~REPs isrely ~~not~~on ~~permitted~~to byprocure uselectricity and isnatural ~~illegal~~gas infor ~~many~~their ~~jurisdictions~~customers. WeAdditionally, ~~respect~~climate ~~the~~change ~~human~~could ~~rights~~affect ofthe ~~all~~availability ~~employees~~of ~~and~~risk ~~strive~~management toproducts ~~treat~~and ~~them~~services ~~with~~that ~~dignity~~the ~~consistent~~Company’s ~~with~~REPs ~~standards~~rely ~~and~~on ~~practices~~to ~~recognized~~manage their byrisk ~~the international community~~position.

13In September 2016, the U.S. joined in adopting the agreement reached on December 12, 2015, at the United Nations Framework Convention on Climate Change meetings in Paris (commonly referred to as the “Paris Agreement”) to reduce GHG emissions. The Paris Agreement’s non-binding obligations to limit global warming to below two degrees Celsius became effective on November 4, 2016. The Company cannot currently estimate the financial impact of climate change policies, although potential legislative or regulatory programs restricting carbon dioxide emissions, or litigation alleging damages from GHG emissions, could require material capital and other expenditures or result in changes to its operations. In January 2025, the United States announced its intent to withdraw from the Paris Agreement; however, withdrawal does not directly alter existing domestic statutory or regulatory requirements.

~~Intellectual~~In ~~Property~~December 2009, the EPA released its final “Endangerment and Cause or Contribute Findings for GHGs under the Clean Air Act (CAA),” concluding that concentrations of several key GHGs constitute an "endangerment" and may be regulated as "air pollutants" under the CAA and mandated measurement and reporting of GHG emissions from certain sources, including electric generating units (EGUs). Subsequently, the EPA released its final Clean Power Plan (CPP) regulations in August 2015 to reduce CO2 emissions from existing fossil fuel-fired EGUs and finalized state regulations imposing CO2 emission limits for new, modified, and reconstructed fossil fuel-fired EGUs. Numerous states and private parties filed appeals and motions to stay the CPP with the D.C. Circuit in October 2015. On February 9, 2016, the U.S. Supreme Court stayed the rule during the pendency of the challenges. In 2019, the EPA repealed the CPP and replaced it with the Affordable Clean Energy (ACE) rule, that established guidelines for states to develop standards of performance to address GHG emissions from existing coal-fired generation. On January 19, 2021, the Washington D.C. Circuit Court vacated and remanded the ACE rule declaring that the EPA was “arbitrary and capricious” in its rule making and, as such, the ACE rule is no longer in effect and all actions thus far taken by states to implement the federally mandated rule are now null and void.

WeOn ~~rely~~May ~~on a combination of patents~~23, ~~copyrights~~2023, ~~trademarks,~~the ~~domain~~EPA ~~name~~proposed ~~registrations~~new and ~~trade~~revised ~~secret~~New ~~laws~~Source inPerformance ~~the~~Standards ~~United~~(NSPS) ~~States~~ and ~~other~~emission ~~jurisdictions~~guidelines for new and ~~contractual~~existing ~~restrictions~~fossil tofuel-fired ~~protect~~EGUs ~~our~~under ~~intellectual~~Section ~~property~~111 ~~rights~~of ~~and~~the ~~our~~Clean ~~brand~~Air ~~names~~Act. ~~All~~In ofApril ~~our~~2024, ~~employees~~the ~~sign~~EPA ~~confidentiality~~finalized ~~agreements.~~rules ~~These~~establishing ~~agreements~~carbon ~~provide~~dioxide ~~that~~emission ~~the~~standards ~~employee~~for ~~may~~certain ~~not~~new ~~use~~natural orgas-fired ~~disclose~~units ~~our~~and ~~confidential~~emission ~~information~~guidelines ~~except~~for asexisting ~~expressly~~coal-fired ~~permitted~~and incertain ~~connection~~new ~~with~~natural ~~the~~gas-fired ~~performance~~units, ofincluding ~~his~~compliance orpathways ~~her~~that ~~duties~~may ~~for~~involve ~~us,~~carbon orcapture inand ~~other~~storage, ~~limited~~co-firing ~~circumstances.~~with ~~These~~lower-carbon ~~agreements~~fuels ~~also~~such ~~state~~as ~~that~~hydrogen, toor ~~the~~retirement. ~~extent~~These ~~rights~~rules inare ~~any~~subject ~~invention~~to ~~conceived~~ongoing oflitigation byand ~~the~~potential ~~employee~~administrative ~~while~~review. ~~employed~~Depending byon usthe dooutcomes ~~not~~of ~~vest~~further inappeals, usadministrative ~~automatically~~actions, byor ~~operation~~subsequent ~~of law~~rulemakings, ~~the~~and ~~employee~~how isany ~~required~~final torules ~~assign~~are ~~his~~ultimately orimplemented, ~~her~~the ~~rights~~future tocost usof compliance may be material.

~~Item~~Federal 1Aprocurement policies adopted pursuant to executive authority and federal sustainability statutes have established targets for carbon pollution-free electricity, zero-emission vehicle acquisitions, and reductions in emissions from federal facilities. ~~Risk~~While ~~Factors~~certain executive directives were rescinded or modified in 2025, statutory authorities and agency rulemaking adopted thereunder remain in effect unless revised or repealed.

~~RISK~~Additionally, ~~FACTORS~~a number of other federal and state regulations have increased the cost of fossil generation across the U.S. over the last several decades. The Clean Air Act of 1970 originally provided the EPA with authority to regulate emissions, but it was not until the 2000s that the EPA restrictions on sulfur dioxide and nitrogen oxide emissions required installation of scrubbers or other emissions control equipment. More recently, the EPA’s continued air quality level regulations have driven controls on all types of units along with stringent operational limitations. The EPA has also set broader standards for GHG emissions particularly from new, modified, and reconstructed fossil-fired power plants forcing efficiency improvements and increasing maintenance costs. At the state level, a number of carbon pricing schemes have been implemented, including a cap-and-trade program in California and participation by several northeastern and mid-Atlantic states in the Regional Greenhouse Gas Initiative (RGGI).

~~Our~~The ~~business,~~cost ~~operating~~to ~~results~~the orCompany ~~financial~~to ~~condition~~comply ~~could~~with ~~be materially adversely affected by~~ any oflegislation, ~~the~~regulations ~~following~~or ~~risks~~initiatives aslimiting ~~well~~GHG asemissions ~~the~~or ~~other~~otherwise ~~risks~~seeking ~~highlighted~~to ~~elsewhere~~limit ~~in this document, particularly~~ the ~~discussions~~impact ~~about regulation, competition and intellectual property. The trading price~~ of ~~our~~climate ~~Class~~change ~~B common stock~~ could ~~decline~~be ~~due to any of these risks~~substantial.

~~Risks~~Moreover, ~~Related~~regulations imposing obligations on, or limiting GHG emissions from, our equipment and operations could adversely affect pricing or demand for our offerings. We may not be able to ~~Genie~~pass ~~Retail~~on ~~Energy~~increases in costs to customers. In addition, changes in regulatory policies that result in a reduction in the demand for hydrocarbon products and carbon-emitting fuel sources that are deemed to contribute to climate change, or restrict the use of such products or fuel sources, may reduce demand for our offerings or impact the energy supply markets.

Additionally, on March 21, 2022, the U.S. Securities and Exchange Commission (the “SEC”) issued a proposed rule regarding the enhancement and standardization of mandatory climate-related disclosures for investors. In March 2024, the SEC adopted final climate-related disclosure rules requiring certain registrants to include specified climate-related disclosures in registration statements and periodic reports, including governance, material climate-related risks, and certain financial statement metrics. The ~~REP~~final ~~business~~rules isdo ~~highly~~not ~~competitive~~require Scope 3 emissions disclosure and include phased compliance requirements for larger registrants. The rules have been subject to legal challenge, and weimplementation ~~may~~has bebeen ~~forced~~stayed pending judicial review. Following the adoption of climate-related disclosure rules in March 2024, the SEC formally voted in March 2025 to ~~reduce~~cease ~~prices~~defending orthese ~~incur~~regulations ~~additional~~against ~~costs~~legal challenges, calling them overly intrusive. While litigation is currently paused in the Eighth Circuit, the rules remain under a voluntary stay and are not being enforced, rendering their future implementation uncertain.

GRE’s REP businesses face substantial competition both from the traditional incumbent utilities as well as from other REPs, including REP affiliates of the incumbent utilities in specific territories. As a result, we may be forced to reduce prices, incur increased costs or lose market share and cannot always pass along increases in commodity costs to customers. We compete on the basis of provision of services, customer service and price. Present or future competitors may have greater financial, technical or other resources which could put us at a disadvantage. Additionally, our experience has shown that utilities do not change their rates offered to customers immediately in response to increased prices for the underlying commodities. 12

~~Increasing~~ Table our market share depends in part on our ability to persuade more customers to switch to GRE’s services than those that churn from us to other providers or back to the local utility. Moreover, local utilities and some REPs may have certain advantages such as name recognition, financial strength and long-standing relationships with customers. Persuading potential customers to switch to GRE’s REPs requires significant marketing and sales operations. If GRE is not successful in convincing customers to switch our REP businesses, results of ~~operations and financial condition will all be adversely affected.~~ Contents

~~Our~~Further, ~~strategy~~legislative isand ~~based~~regulatory initiatives are underway for addressing climate change. The Inflation Reduction Act of 2022 (“IRA”) appropriates significant federal funding for renewable energy initiatives and imposes a methane emissions charge on ~~current~~certain ~~regulatory~~oil ~~conditions~~and gas facilities exceeding specified emissions thresholds. In January 2025, executive action directed federal agencies to review certain climate-related funding programs under the IRA and ~~assumptions~~the Infrastructure Investment and Jobs Act. While some funding disbursements have been delayed or modified, the statutory provisions of the IRA remain in effect unless amended by Congress. The emissions fee and funding provisions of the law could increase operating costs within the oil and gas industry and accelerate a transition away from fossil fuels, which could ~~change~~in orturn ~~prove~~adversely toaffect beour ~~incorrect~~business and results of operations.

On ~~From~~January ~~time~~20, ~~to time~~2025, ~~various~~the ~~states~~executive ~~may~~order ~~propose~~entitled or“Unleashing ~~modify~~American ~~legislation~~Energy” ~~regulations~~directed ~~which~~federal ~~could~~agencies ~~adversely affect our marketing practices and ability~~ to ~~acquire~~review ~~and~~existing ~~serve~~climate-related ~~customers. The~~regulations, ~~Company~~reconsider ~~and~~use of the ~~REP~~“social ~~industry~~cost asof acarbon” ~~whole~~in ~~is working~~regulatory ~~with government representatives~~analysis, ~~legislators,~~ and ~~advocacy~~evaluate ~~interest~~the ~~groups~~2009 toEndangerment ~~lobby~~Finding ~~for~~under ~~legislation~~the ~~and~~Clean ~~regulation~~Air ~~that~~Act. ~~most~~The ~~effectively~~order ~~protects~~also ~~customer~~announced ~~interests~~withdrawal ~~while~~from ~~preserving~~ the ~~competitive~~Paris ~~structure of deregulated markets~~Agreement. WeIt ~~also~~remains ~~seek~~uncertain towhat ~~expand and diversify into new markets with~~ regulatory ~~structures~~changes, ~~that~~if ~~are~~any, ~~more~~will ~~favorable~~ultimately toresult ~~the~~from ~~competitive~~these ~~retail supply of energy~~directives.

~~For~~On ~~example~~July 4, in2025, ~~response~~the toOBBB ~~legislation~~was signed into law, ~~the~~which ~~New~~curtails ~~York~~certain ~~Public~~clean ~~Service~~energy ~~Commission~~incentives ~~(“PSC”)~~by ~~issued~~accelerating athe ~~number~~phaseout of ~~orders implementing~~or ~~various~~modifying ~~directives,~~tax ~~including,~~credits ~~imposing (i)~~enacted ~~registration~~under ~~requirements~~the ~~for~~IRA. ~~all~~For ~~energy~~wind ~~supply~~and ~~sales~~solar ~~agents~~projects, ~~consultants and~~eligibility ~~brokers~~timelines were accelerated, ~~and~~generally ~~(ii)~~requiring ~~compensation~~projects ~~disclosure~~to ~~requirements. Additionally,~~be ~~PSC~~placed ~~Staff~~in ~~has~~service ~~proposed~~by ~~that~~the ~~new consent~~end ~~requirements~~of ~~for~~2027 ~~changes~~or into ~~product~~have ~~offerings~~begun ~~and~~construction ~~pricing~~within bespecified ~~added~~timeframes to ~~the~~ ~~Uniform Business Practices~~qualify. We ~~are~~Certain ~~working~~other totechnologies, ~~ensure~~including ~~that~~battery ~~its~~storage ~~products~~ and ~~services~~carbon ~~are~~capture, ~~fully~~retain ~~compatible~~eligibility ~~with~~into ~~these Orders~~the next decade. ~~Nevertheless,~~The ~~compliance~~residential ~~could~~solar ~~impact~~investment ~~customer~~tax ~~acquisition,~~credit ~~revenue~~under ~~and~~Section ~~profitability. As~~25D of the OBBB terminates after December 31, ~~2024,~~2025. ~~New~~The ~~York~~clean ~~represented~~fuel ~~12.5%~~production credit under Section 45Z of ~~GRE’s~~the ~~total~~OBBB ~~meters~~was ~~served~~extended through 2029, subject to modified credit values and 11domestic sourcing requirements.3% ofThe ~~the~~law ~~total~~also ~~residential~~establishes ~~customer~~restrictions ~~equivalents~~relating (to “~~RCEs”)~~Foreign Entities of ~~GRE’s~~Concern,” ~~customer~~which ~~base.~~may ~~For~~limit ~~the~~tax ~~years~~credit ~~ended~~eligibility ~~December~~where 31ownership, ~~2024 and 2023~~control, ~~gross~~or ~~revenue~~material ~~from~~assistance ~~New~~involves ~~York~~specified ~~was~~foreign ~~$59~~jurisdictions.3 ~~million~~These ~~and~~changes ~~$63.5~~may ~~million~~affect project economics, ~~respectively~~supply chains and market demand for renewable energy and related technologies.

InEmployees ~~Maryland, recent legislation has called for the elimination of POR~~ and ~~variable~~Human ~~rate~~Capital offerings on new contracts that commence after the effective date of the legislation. Various groups have been working to demonstrate that the legislation, as is, in unlikely to accomplish its stated goals and objectives, and will just drive supplier and competitive rates out of the marketplace. As a result, it is possible that the legislative bodies will amend the bills. We are working to ensure that its products and services are fully compatible with these Orders. Nevertheless, compliance could impact customer acquisition, revenue and profitability. As of December 31, 2024, Maryland represented 3.2% of GRE’s total meters served and 2.5% of the total residential customer equivalents (“RCEs”) of GRE’s customer base. For the years ended December 31, 2024 and 2023, gross revenue from Maryland was $12.7 million and $9.7 million, respectively.Resources

Attracting Onand ~~February~~retaining ~~25,~~qualified ~~2025,~~personnel ~~the~~familiar ~~Massachusetts~~with ~~Department~~our ~~of Public~~businesses ~~Utilities~~who ~~(DPU)~~head ~~issued~~our adifferent ~~notice~~businesses ~~calling~~units ~~for~~is ancritical ~~industry-wide working group meeting~~ to ~~discuss~~our ~~possible changes to the business practices within the industry~~success. ~~The~~As ~~changes~~of toApril be10, ~~discussed~~2026, ~~will~~we ~~include~~had ~~the~~a ~~removal~~total of 202 ~~certain key acquisition channels~~employees, ~~and the imposition~~ of ~~various customer consents,~~ which ~~could~~ ~~impact~~all were ~~contract~~full-time ~~renewals~~employees. ~~Any possible changes are preliminary at this point~~ Additionally, ~~and~~we ~~subject~~utilize ~~to review and discussion by~~ the ~~industry~~services ~~participants, approval by the DPU Commissioners, and the rule and regulation-making processes. As~~ of ~~December~~ ~~31,~~external ~~2024,~~marketing ~~Massachusetts~~companies ~~represented~~who ~~9.5%~~engage ~~of GRE’s total~~in ~~meters~~sales ~~served~~practices ~~and~~on ~~7.8%~~our ~~of the total residential customer equivalents (“RCEs”) of GRE’s customer base~~behalf. ~~For~~These ~~the~~vendors ~~years~~utilize ~~ended December~~both ~~31,~~employees ~~2024~~ and ~~2023, gross revenue from Massachusetts was $47~~contractors.~~3 million and $60.4 million, respectively.~~

14Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. To accomplish that, our compensation practices are designed to attract and retain qualified and motivated personnel and align their interests with the goals of the Company and with the best interests of our stockholders. Our compensation philosophy is to provide compensation to attract the individuals necessary for our current needs and growth initiatives, and provide them with the proper incentives to motivate those individuals to achieve our long-term plans, which includes among other things, equity and cash incentive plans that attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards.

~~Although~~We ~~the~~believe ~~Company~~that istalent ~~participating~~attraction inand ~~industry~~retention ~~groups~~are ~~and~~critical ~~lobbying~~to our ability to ~~minimize~~achieve ~~against~~our ~~adverse~~strategy ~~legislation~~and that a trained, ~~such~~diverse ~~legislation~~and ~~could~~inspired ~~have~~workforce ais ~~material~~integral ~~impact~~to delivering on ~~the~~our ~~Company’s~~objectives. ~~ability~~Our recruiting process reaches a wide array of potential employees, and we employ a rigorous screening process to ~~sell~~ensure that we identify and ~~market~~hire ~~energy~~quality ~~supply~~professionals. inWe ~~those~~work ~~states~~to ensure that compensation and benefits offered to employees are fair and reflects industry standards and best practices.

We ~~Any~~are ~~legislative~~committed orto ~~regulatory~~diversity ~~changes~~and ~~that~~inclusion ~~negatively~~in ~~impacts~~the workforce including a policy of non-discriminatory treatment and respect of human rights for all current and prospective employees. Discrimination on the ~~sale~~basis of ~~fossil~~an ~~fuels~~individual’s race, religion, creed, color, sex, sexual orientation, age, marital status, disability, national origin or ~~electricity~~veteran’s ~~derived~~status ~~therefrom~~is ~~would~~not ~~adversely~~permitted ~~affect~~by us and is illegal in many jurisdictions. We respect the ~~results~~human rights of ~~our~~all ~~operations~~employees and ~~financial~~strive ~~conditions.~~to treat them with dignity consistent with standards and practices recognized by the international community.

~~Unusual weather conditions, which may become more commonplace, may have significant direct and indirect impacts on GRE's results of operations.~~ 13

~~Severe weather, natural disasters, and other related phenomena could~~ ~~become~~ Table ~~more prevalent and unpredictable as a result~~ of ~~climate change or other~~Contents factors, which could negatively affect our business and financial condition to the extent such events occur in or impact markets GRE operates. Customer energy needs vary with weather conditions, primarily due to fluctuations in temperature and humidity. To the extent weather conditions are affected by climate change, customer energy use could increase or decrease depending on the duration and magnitude of the changes. More frequent extreme weather conditions and seasonal fluctuations also impact the variability of load and generation. Weather conditions also impact transmission and distribution system operations. For example, exceptionally warm weather conditions for a long duration, which generally would result in increased customer energy usage, would also result in increased operational risks for transmission and distribution infrastructure, such as the risk of equipment malfunction due to continuous operation.

~~Because~~Intellectual our variable pricing plan resulted in increased prices charged to customers, we experienced an increase in customer churn as utilities and fixed price REPs appeared to have more attractive pricing, although those increased churn levels have peaked. A failure to mitigate an increase in churn could result in decreases in meters served and revenues.Property

We Inrely ~~certain~~on ~~markets~~a combination of patents, wecopyrights, ~~contractually~~trademarks, ~~commit~~domain toname ~~provide~~registrations ~~customers~~and ~~with~~trade asecret ~~fixed~~laws ~~price,~~in ~~irrespective~~the ofUnited ~~our~~States ~~cost~~and ofother ~~supply~~jurisdictions inand ~~the~~contractual ~~wholesale~~restrictions ~~energy~~to ~~markets.~~protect ~~Even~~our ~~under~~intellectual ~~variable~~property ~~contracts,~~rights weand ~~seek~~our tobrand ~~manage~~names. ~~customer~~All ~~price~~of ~~expectations~~our byemployees ~~using~~sign ~~reasonable~~confidentiality ~~efforts~~agreements. toThese ~~avoid~~agreements provide that the employee may not use or ~~mitigate~~disclose ~~potential~~our ~~pass-throughs related~~confidential toinformation ~~unforeseeable~~except ~~weather~~as ~~events~~expressly ~~(even~~permitted ~~where~~in ~~such~~connection ~~pass-throughs are~~with ~~contractually~~the ~~permissible).~~performance ~~Although~~of wehis ~~use~~or ~~our~~her ~~best~~duties ~~efforts~~for tous, ~~reasonably~~or ~~hedge~~in ~~our~~other ~~commodity~~limited ~~positions~~circumstances. toThese ~~absorb~~agreements ~~weather-related~~also ~~cost~~state ~~spikes~~that, weto ~~cannot~~the ~~always~~extent ~~anticipate~~rights ~~unforeseeable~~in ~~extreme~~any ~~weather~~invention ~~events,~~conceived ~~and~~of weby ~~may~~the beemployee ~~forced~~while toemployed ~~absorb~~by ~~these~~us ~~cost~~do ~~increases~~not vest in ~~order~~us automatically by operation of law, the employee is required to ~~serve~~assign ~~our~~his ~~customers~~or her rights to us.

~~For~~Item example, a confluence of issues in January and February 2014 associated with the winter season’s polar vortex resulted in extraordinarily large spikes in the prices of wholesale electricity and natural gas in markets where GRE and other retail providers purchase their supply1A. ~~Repeats~~Risk of the circumstances or similar circumstances could similarly harm margins and profitability in the future, and we could find it necessary to take similar or other actions that would have a negative impact on our financial condition and results of operationsFactors.

~~Additionally,~~RISK in mid-February of 2021, the State of Texas experienced unprecedented cold weather and snow. With the grid overtaxed and rolling blackouts being enforced, by order of ERCOT, real-time commodity prices during the crisis escalated astronomically. Although our supply commitment for our customers in Texas was reasonably hedged for expected winter weather conditions, the extreme usage spike exposed us to further unexpected cost increases. Despite our cost increases related to the unprecedented price volatility in real-time electricity prices, we maintained customer rates under current agreements with customers. The impact on our consolidated profitability for the year ended December 31, 2021 was approximately $10.6 million.FACTORS

Our ~~REP~~ business, ~~may~~operating beresults ~~subject~~or tofinancial ~~increased~~condition ~~costs~~could orbe ~~liabilities~~materially ~~related~~adversely toaffected ~~the~~by ~~impact~~any of ~~GHG~~the ~~emissions~~following orrisks ~~climate~~as ~~change.~~well ~~which~~as ~~may~~the ~~lead~~other torisks ~~substantially~~highlighted ~~increased~~elsewhere ~~costs~~in this document, ~~including~~particularly ~~those~~the ~~beyond~~discussions about regulation, competition and intellectual property. The trading price of our ~~ability~~Class B common stock could decline due to ~~satisfy~~any of these risks.

Risks ~~There~~Related ~~has~~to ~~been~~Genie aRetail trend in recent years toward increased scrutiny and regulatory oversight of the oil and gas and energy industries, including, among other things, proposed or enacted laws and regulations aimed at reducing or restricting oil and gas production or making the production, marketing or usage of oil and gas, including for generation of electricity, more expensive. Energy

The ~~Future~~REP ~~laws~~business oris ~~regulation~~highly orcompetitive, ~~legal~~and orwe ~~regulatory~~may ~~efforts~~be ~~could~~forced ~~also seek~~ to ~~impose~~reduce ~~liability~~prices ~~on participants in the supply chain for natural gas~~ or ~~electricity~~incur ~~produced~~additional from carbon-emitting fuel sources, including REPs like those we own and operate, for the current and historical effects of GHG and climate change, including health impacts, personal injuries and property and other damagescosts.

AsGRE’s ~~discussed~~REP ~~more~~businesses ~~fully~~face insubstantial ~~the~~competition ~~section~~both ~~entitled~~from ~~“Climate Change” of this Annual Report on Form 10-K,~~ the ~~cost~~traditional toincumbent usutilities toas ~~comply~~well ~~with~~as ~~any~~from ~~legislation~~other REPs, ~~regulations~~including orREP ~~initiatives~~affiliates ~~limiting~~of ~~GHG or emissions or otherwise seeking to limit~~ the ~~impact~~incumbent ofutilities ~~climate~~in ~~change~~specific ~~could be substantial~~territories. ~~Moreover,~~As ~~regulations~~a ~~imposing obligations on~~result, orwe ~~limiting GHG emissions that~~ may be ~~deemed~~forced to ~~result~~reduce ~~from~~prices, ~~our~~incur ~~operations~~increased ~~could~~costs ~~adversely affect pricing~~ or ~~demand~~lose ~~for~~market ~~our~~share ~~offerings.~~and Wecannot ~~may~~always ~~not be able to~~ pass onalong increases in commodity costs to customers. InWe ~~addition,~~compete ~~changes~~on inthe ~~regulatory~~basis ~~policies~~of ~~that~~provision ~~result~~of inservices, acustomer ~~reduction~~service inand ~~the~~price. ~~demand~~Present ~~for~~or ~~natural~~future ~~gas~~competitors ormay ~~electricity~~have ~~generated~~greater ~~from~~financial, ~~carbon-emitting~~technical ~~fuel~~or ~~sources~~other ~~that~~resources ~~are~~which ~~deemed~~could toput ~~contribute~~us toat ~~climate~~a ~~change~~disadvantage. Additionally, orour ~~restrict~~experience ~~the~~has ~~use~~shown ofthat ~~such~~utilities ~~products~~do ornot ~~fuel~~change ~~sources,~~their ~~may~~rates ~~reduce~~offered ~~demand~~to ~~for~~customers ~~our~~immediately ~~offerings~~in orresponse ~~impact~~to ~~the~~increased ~~energy~~prices ~~supply~~for ~~markets~~the underlying commodities.

15Increasing our market share depends in part on our ability to persuade more customers to switch to GRE’s services than those that churn from us to other providers or back to the local utility. Moreover, local utilities and some REPs may have certain advantages such as name recognition, financial strength and long-standing relationships with customers. Persuading potential customers to switch to GRE’s REPs requires significant marketing and sales operations. If GRE is not successful in convincing customers to switch our REP businesses, results of operations and financial condition will all be adversely affected.

~~Moreover,~~Our ~~environmental~~strategy ~~agencies~~is ~~may~~based ~~seek~~on ~~penalties~~current ~~for~~regulatory ~~failure~~conditions toand ~~comply with laws~~assumptions, ~~regulations~~which orcould ~~permits~~change ~~from parties involved in the supply chain for natural gas~~ or ~~electricity~~prove ~~produced~~to ~~from~~be ~~carbon-emitting fuel sources, including REPs like those we own and operate, whose operations do not actually directly emit carbon fuels~~incorrect.

WeFrom time to time, various states may ~~also~~propose beor ~~subject~~modify tolegislation ~~penalties~~or ~~from~~regulations ~~other~~which ~~regulatory~~could ~~agencies~~adversely affect ~~and~~our bemarketing ~~subject~~practices and ability to ~~increased~~acquire ~~operating~~and ~~costs~~serve ~~for~~customers. The ~~remediation~~Company and ~~clean-up~~the ~~costs,~~REP ~~civil~~industry ~~penalties,~~as ora ~~subject~~whole tois working ~~claims~~with ~~from~~government ~~regulatory~~representatives, ~~agencies~~legislators, ~~law~~and ~~enforcement~~advocacy interest groups to lobby for ~~alleged~~legislation ~~effects~~and regulation that most effectively protects customer interests while preserving the competitive structure of ~~GHG~~deregulated markets. We also seek to expand and ~~climate~~diversify ~~change,~~into ~~including~~new ~~health~~markets ~~impacts,~~with ~~personal~~regulatory ~~injuries~~structures ~~and~~that ~~property~~are ~~and~~more ~~other~~favorable ~~damages~~to the competitive retail supply of energy.

For Weexample, ~~may~~in ~~face~~response ~~lawsuits~~to ~~from~~legislation, the New York Public Service Commission (“PSC”) issued a number of orders implementing various ~~parties~~directives, ~~targeting~~including, ~~stakeholders~~imposing ~~within the~~(i) ~~broader~~registration requirements for all energy ~~industry~~supply sales agents, consultants and brokers, and (ii) compensation disclosure requirements. ~~The~~Additionally, ~~exposure~~PSC isStaff ~~broad~~has ~~generally~~proposed that new consent requirements for changes in ~~nature~~product offerings and ~~many of~~pricing be added to the ~~initial~~Uniform ~~plaintiffs~~Business ~~were~~Practices. We ~~companies~~are ~~involved~~working into ~~the~~ensure ~~exploration~~that our products and ~~development~~ ~~phase~~services are fully compatible with all of ~~industry~~the PSC's Orders. ItNevertheless, iscompliance ~~unknown~~could ~~how~~impact ~~widespread~~customer ~~this~~acquisition, ~~risk~~revenue ~~will~~and beprofitability. As ~~to parties~~of December in31, ~~the~~2025, ~~energy~~New ~~value~~York ~~chain,~~represented ~~including~~12.5% ~~REP~~of GRE’s. ~~Although~~total wemeters ~~have~~served ~~taken action~~and to11.3% ~~comply~~of ~~with~~the ~~all~~total ~~industry~~residential ~~rules~~customer ~~and~~equivalents ~~regulations,~~(“RCEs”) weof ~~cannot~~GRE’s ~~ensure~~customer ~~that those~~base. ~~actions~~For ~~will~~the beyears ~~effective~~ended December 31, 2025 and we2024, ~~will~~gross ~~not~~revenue befrom ~~subject~~New toYork ~~litigation~~was ~~in the~~$56.3 ~~future~~million and $59.3 million, respectively.

~~GRE's business~~In isMaryland, ~~subject~~recent tolegislation ~~physical,~~eliminated ~~market~~POR and ~~economic~~utility ~~risks~~consolidated ~~relating~~billing tofor ~~potential~~residential ~~effects~~customers. ofAs ~~climate~~a ~~change~~result, ~~and~~we ~~policies~~have atreturned the ~~national,~~impacted ~~regional~~customers ~~and~~to ~~state~~the ~~levels~~utility toand ~~regulate~~are ~~GHG~~no longer ~~emissions~~serving residential ~~and~~customers ~~mitigate~~in ~~climate~~that ~~change~~market. For ~~could~~the ~~adversely~~years ~~impact~~ended ~~our~~December ~~results~~31, of2025 ~~operations~~and 2024, ~~financial~~gross ~~condition~~revenue from Maryland was $12.8 million and ~~cash~~$12.7 ~~flows~~million, respectively.

Fluctuations in weather and other environmental conditions, including temperature and precipitation levels, may affect consumer demand for electricity or natural gas. In addition, the potential physical effects of climate change, such as increased frequency and severity of storms, floods and other climatic events, could disrupt GRE's operations and supply chain, and cause it to incur significant costs in preparing for or responding to these effects. These or other changes in climate could lead to increased operating costs or capital expenses. GRE's customers may also experience the potential physical impacts of climate change and may incur significant costs in preparing for or responding to these efforts, including increasing the mix and resiliency of their energy solutions and supply. 14

~~Fixed~~ Table ~~Rate~~of ~~Products or Guaranteed Pricing Programs could result in losses or decreased profits if GRE fails to estimate future commodity prices and commodity consumption accurately.~~Contents

~~REPs~~Although ~~and utilities offering fixed rate products or guaranteed pricing often are unable to change their sell rates offered to customers in response to volatility in~~ the ~~prices~~Company ofis ~~the~~participating ~~underlying commodities or changes~~ in ~~the~~industry ~~regulatory~~groups ~~environment.~~and ~~Sudden~~lobbying ~~spikes~~to inminimize ~~commodity~~against ~~prices,~~adverse ~~particularly when coupled with rapid~~legislation, ~~unexpected~~such ~~increases~~legislation incould ~~consumptions,~~have ~~expose~~a usmaterial toimpact ~~the~~on ~~risk that we will incur significant unforeseen costs in performing fixed rate contracts. During~~ the ~~year ended December 31, 2024, GRE~~Company’s ~~meters~~ability ~~enrolled~~to insell ~~offerings with fixed rate characteristics constituted approximately 58.8%~~ and ~~36.5%~~market ofenergy ~~GRE’s~~supply ~~electric~~in ~~and~~those ~~natural gas revenues, respectively~~states. ~~Fixed rate products are becoming a greater part of our offering as they are currently preferred by many customers and regulators.~~

~~However, it is difficult to predict future commodity costs.~~ Any ~~shortfalls~~legislative ~~resulting~~or ~~from~~regulatory ~~the~~changes ~~risks~~that ~~associated~~negatively ~~with~~impacts ~~fixed rate programs will reduce our working capital and profitability. Our inability to accurately estimate~~ the ~~cost~~sale of ~~providing~~fossil ~~services~~fuels ~~under~~or ~~these~~electricity ~~programs~~derived ~~could~~therefrom ~~have~~would anadversely ~~adverse~~affect effect on our profitability and cash flows. We employ an active and robust hedging program. Within this exercise there are inherent assumptions about consumption and pricing. There is risk that volatility will take place outside of the ~~range~~results of ~~potential~~our ~~outcomes~~operations ~~contemplated by the program. In these instances, the hedge will not be sufficient to control for risk~~ and ~~losses~~financial ~~may occur~~conditions.

Unusual ~~Commodity~~weather conditions, ~~price~~which ~~volatility~~may ~~could~~become ~~have~~more ancommonplace, ~~adverse~~may ~~effect~~have onsignificant ~~our~~direct ~~cost of revenues~~ and ~~our~~indirect impacts on GRE's results of operations.

Severe ~~Volatility~~weather, innatural ~~the~~disasters, ~~markets~~and ~~for~~other ~~certain~~related ~~commodities~~phenomena ~~can~~could ~~have~~become anmore ~~adverse~~prevalent ~~impact~~and onunpredictable ~~our~~as ~~costs~~a ~~for~~result ~~the~~of ~~purchase~~climate ofchange ~~the~~or ~~electricity~~other ~~and~~factors, ~~natural~~which ~~gas~~could ~~that~~negatively ~~GRE~~affect ~~sells~~our tobusiness ~~its~~and ~~customers~~financial ascondition ~~what~~to ~~occurred~~the inextent ~~Texas~~such ~~and~~events ~~Japan~~occur ~~during~~in ~~January~~or ~~and~~impact ~~February~~markets ofGRE ~~2021~~operates. ~~Similar~~Customer orenergy ~~increased~~needs ~~unprecedented~~vary ~~volatility~~with ~~events~~weather ~~can~~conditions, ~~have~~primarily adue ~~material~~to ~~adverse~~fluctuations ~~impact~~in ontemperature ~~our~~and ~~financial~~humidity. ~~condition~~To ~~because~~the ~~of our~~extent ~~fixed~~that orweather ~~guaranteed~~conditions ~~price~~are ~~products,~~affected weby ~~cannot~~climate change, ~~and~~customer inenergy ~~our~~use ~~variable~~could ~~price~~increase ~~products,~~or ~~due~~decrease todepending ~~customer~~on orthe ~~competitive~~duration ~~factors,~~and wemagnitude ~~may~~of ~~not~~the ~~always~~changes. beMore ~~able~~frequent orextreme ~~choose~~weather ~~to,~~conditions ~~pass~~and ~~along~~seasonal ~~increases~~fluctuations inalso ~~costs~~impact tothe ~~our~~variability ~~customers.~~of ~~This~~load ~~would~~and ~~have~~generation. anWeather ~~adverse~~conditions also impact ontransmission ~~our margins~~ and ~~results~~distribution ofsystem operations. ~~Alternatively~~For example, ~~volatility~~exceptionally inwarm ~~pricing~~weather conditions for ~~GRE’s~~a ~~electricity~~long ~~and~~duration, ~~natural~~which ~~gas~~generally ~~related~~would toresult ~~the~~in ~~cost of the underlying commodities can lead to~~ increased customer ~~churn.~~energy Inusage, ~~times~~would ofalso ~~high~~result ~~commodity~~in ~~costs,~~increased ~~our~~operational ~~variable~~risks ~~pricing~~for ~~model~~transmission and ~~commodity~~distribution ~~purchasing~~infrastructure, ~~approach~~such ~~can lead to competitive disadvantages~~ as wethe ~~must~~risk ~~pass along all or some portion~~ of ~~our~~equipment ~~increased~~malfunction ~~costs~~due to ~~our~~continuous ~~customers~~operation.

~~GRE’s~~If, ~~growth~~as ~~depends~~a result of severe weather event, we increase the price, because our variable pricing plans, we may experience an increase in ~~part~~customer onchurn ~~its~~as ~~ability~~utilities and fixed price REPs appeared to ~~enter~~have ~~new~~more ~~markets~~attractive pricing. A failure to mitigate an increase in churn could result in decreases in meters served and revenues.

~~New~~In certain markets, ~~both~~we ~~domestic~~contractually ~~and~~commit ~~international, are~~to ~~evaluated~~provide ~~based~~customers onwith ~~many~~a ~~factors,~~fixed ~~which include the regulatory environment~~price, asirrespective ~~well~~of asour ~~GRE’s~~cost ~~REP~~of ~~businesses'~~supply ~~ability to procure energy~~ in anthe ~~efficient and transparent manner. We seek to purchase~~ wholesale energy ~~where there is a real time market that reflects a fair price for the commodity for all participants~~markets. ~~Once~~Even ~~new~~under ~~markets~~variable ~~are determined to be suitable for GRE’s REP businesses~~contracts, we ~~expend~~seek ~~substantial efforts~~ to ~~obtain~~manage ~~necessary~~customer ~~licenses~~price ~~and~~expectations ~~will~~by ~~incur~~using ~~significant~~reasonable ~~customer~~efforts ~~acquisition~~to ~~costs~~avoid ~~and~~or ~~there~~mitigate ~~can~~potential bepass-throughs related noto ~~assurance~~unforeseeable ~~that~~weather weevents ~~will~~(even bewhere ~~successful~~such inpass-throughs are ~~new~~contractually ~~markets~~permissible). ~~Furthermore,~~Although ~~there are regulatory differences between the markets that~~ we ~~currently~~use ~~operate~~our inbest ~~and~~efforts ~~new~~to ~~markets,~~reasonably ~~including,~~hedge ~~but~~our ~~not~~commodity ~~limited~~positions to, ~~exposure~~absorb toweather-related ~~credit~~cost ~~risk~~spikes, ~~additional~~we ~~churn~~cannot ~~caused~~always byanticipate ~~tariff~~unforeseeable ~~requirements,~~extreme ~~rate-setting~~weather ~~requirements~~events, and ~~incremental~~we ~~billing~~may ~~costs.~~be Aforced ~~failure~~ to ~~identify,~~absorb ~~become~~these ~~licensed~~cost increases in, ~~and~~order ~~enter~~to ~~new~~serve ~~territories may have a material negative impact on~~ our ~~growth, financial condition and results of operations~~customers.

16For example, a confluence of issues in January and February 2014 associated with the winter season’s polar vortex resulted in extraordinarily large spikes in the prices of wholesale electricity and natural gas in markets where GRE and other retail providers purchase their supply. Repeats of the circumstances or similar circumstances could similarly harm margins and profitability in the future, and we could find it necessary to take similar or other actions that would have a negative impact on our financial condition and results of operations.

~~GRE~~Additionally, ~~may~~in bemid-February ~~subject~~of 2021, the State of Texas experienced unprecedented cold weather and snow. With the grid overtaxed and rolling blackouts being enforced, by order of ERCOT, real-time commodity prices during the crisis escalated astronomically. Although our supply commitment for our customers in Texas was reasonably hedged for expected winter weather conditions, the extreme usage spike exposed us to ~~future~~further ~~litigation~~unexpected ~~that~~cost ~~could~~increases. ~~limit~~Despite ~~its~~our ~~operations~~cost increases related to the unprecedented price volatility in real-time electricity prices, we maintained customer rates under current agreements with customers. The impact on our consolidated profitability for the year ended December 31, 2021 was approximately $10.6 million.

InOur ~~connection~~REP ~~with~~business ~~the 2013-2014 events described in the Risk Factor above entitled “Unusual weather conditions which~~ may ~~become~~be ~~more~~subject ~~commonplace,~~to ~~may~~increased ~~have~~costs ~~significant~~or ~~direct~~liabilities ~~and indirect impacts on GRE's and GREI's business and results of operations,” IDT Energy was also sued in separate putative class action suits in New York, New Jersey and Pennsylvania, partially~~ related to the ~~price~~impact ~~increases~~of ~~during~~GHG ~~the~~emissions ~~winter~~or ofclimate ~~2014~~change. ~~From~~which ~~time~~may lead to ~~time,~~substantially ~~IDT~~increased ~~Energy is also subject to inquiries~~costs, ~~investigation~~including orthose ~~action~~beyond ~~from~~our ~~public~~ability ~~utility commissions or other governmental regulatory or law enforcement agencies related~~ to ~~compliance of its practices with statutory or regulatory schemes~~satisfy.

~~IDT~~There ~~Energy~~has ~~does~~been ~~not~~a ~~believe~~trend ~~that~~in itrecent ~~was~~years attoward ~~fault~~increased orscrutiny ~~acted~~and inregulatory ~~any~~oversight ~~way~~of ~~improperly with respect to~~ the ~~events~~oil ofand ~~winter~~gas ~~2014 or~~and inenergy ~~connection~~industries, ~~with~~including, ~~any~~among other ~~practices~~things, ~~that~~proposed ~~are subject to investigation~~ or ~~litigation.~~enacted ~~Although~~laws weand ~~have~~regulations ~~taken~~aimed ~~action~~at toreducing ~~insulate~~or usrestricting oil and ~~our~~gas ~~customers~~production ~~from~~or ~~future~~making ~~similar~~the ~~events~~production, wemarketing ~~cannot~~or ~~assure~~usage ~~that~~of ~~those~~oil ~~actions will be effective~~ and wegas, ~~will~~including ~~not~~for begeneration ~~subject~~of toelectricity, ~~litigation~~more ~~in the future~~expensive.

~~Such~~Future ~~class~~laws ~~action~~or ~~lawsuits~~regulation or ~~other~~legal ~~claims~~or ~~against~~regulatory usefforts could ~~have~~also aseek ~~material~~to ~~adverse~~impose ~~impact~~liability on ~~our~~participants ~~financial~~in ~~condition,~~the ~~competitive~~supply ~~position~~chain for natural gas or ~~results~~electricity produced from carbon-emitting fuel sources, including REPs like those we own and operate, for the current and historical effects of ~~operations~~GHG and climate change, including health impacts, personal injuries and property and other damages.

~~Industry~~As ~~transition~~discussed ~~risks~~more ~~associated~~fully in the section entitled “Climate Change” of this Annual Report on Form 10-K, the cost to us to comply with any legislation, regulations or initiatives limiting GHG or emissions or otherwise seeking to limit the impact of climate change could be substantial. Moreover, ~~including~~regulations ~~those~~imposing ~~related~~ obligations on, or limiting GHG emissions that may be deemed to ~~regulatory~~ ~~mandates~~result from our operations could ~~negatively~~adversely ~~impact~~affect pricing or demand for our ~~financial~~offerings. ~~results~~We may not be able to pass on increases in costs to customers. In addition, changes in regulatory policies that result in a reduction in the demand for natural gas or electricity generated from carbon-emitting fuel sources that are deemed to contribute to climate change, or restrict the use of such products or fuel sources, may reduce demand for our offerings or impact the energy supply markets.

Where federal or state legislation mandates the use of renewable fuel sources, such as wind and solar and such legislation does not also provide for adequate cost recovery, it could result in significant changes in our business, including material increases in REC and power purchase costs. Such mandatory renewable portfolio requirements may have an adverse effect on our financial condition and results of operations. 15

A Table ~~number~~ of regulatory and legislative bodies have introduced requirements and/or incentives to reduce peak demand and energy consumption. Such conservation programs could result in customer consumption reduction and adversely impact our financial results in different ways.Contents

~~In the past~~Moreover, weenvironmental ~~have~~agencies ~~been~~may ~~adversely~~seek ~~impacted~~penalties byfor ~~reduced~~failure ~~electric~~to ~~usage~~comply ~~due~~with inlaws, ~~part~~regulations toor ~~energy~~permits ~~conservation~~from ~~efforts~~parties ~~such~~involved asin the ~~use~~supply ofchain ~~efficient~~for ~~lighting~~natural ~~products~~gas ~~such~~or ~~as CFLs,~~electricity ~~halogens~~produced ~~and LEDs.~~from Wecarbon-emitting ~~are~~fuel ~~unable~~sources, toincluding ~~determine~~REPs ~~what~~like ~~impact,~~those ifwe ~~any,~~own ~~conservation~~and ~~will~~operate, ~~have~~whose onoperations ~~our~~do ~~financial~~not ~~condition~~actually ordirectly ~~results~~emit ofcarbon ~~operations~~fuels.

We ~~face~~may ~~risks~~also ~~that~~be ~~are~~subject ~~beyond~~to ~~our~~penalties ~~control~~from ~~due~~other regulatory agencies and be subject to ~~our~~increased ~~reliance~~operating oncosts ~~third~~for ~~parties~~remediation and ~~our~~clean-up ~~general~~costs, ~~reliance~~civil onpenalties, ~~the~~or ~~electrical~~subject ~~power~~to claims from regulatory agencies, law enforcement for alleged effects of GHG and ~~transmission~~climate ~~infrastructure~~change, ~~within~~including ~~the~~health ~~United~~impacts, ~~States~~personal injuries and property and other damages.

~~Our~~We ~~ability~~may toface ~~provide~~lawsuits ~~energy~~from ~~delivery~~various ~~and~~parties ~~commodity~~targeting ~~services~~stakeholders ~~depends~~within on the ~~operations~~broader ~~and~~energy ~~facilities~~industry. ofThe ~~third~~exposure ~~parties,~~is ~~including,~~broad ~~among~~generally ~~others,~~in ~~BP,~~nature ~~NYISO~~ and ~~PJM.~~many ~~Our~~of ~~reliance~~the oninitial ~~the~~plaintiffs ~~electrical~~were ~~power~~companies ~~generation~~involved in the exploration and ~~transmission~~development ~~infrastructure~~phase ~~within~~of ~~the~~industry. ~~United~~It ~~States~~is ~~makes~~unknown ushow ~~vulnerable~~widespread tothis ~~large-scale~~risk ~~power~~will ~~blackouts.~~be ~~The~~to ~~loss~~parties ofin ~~use~~the orenergy ~~destruction~~value ofchain, ~~third~~including ~~party~~REP’s. ~~facilities~~Although ~~that~~we ~~are~~have ~~used~~taken action to ~~generate~~comply orwith ~~transmit~~all ~~electricity~~industry ~~due~~rules toand ~~extreme~~regulations, ~~weather~~we ~~conditions,~~cannot ~~breakdowns,~~ensure ~~war,~~that ~~acts~~those ofactions ~~terrorism~~will orbe ~~other~~effective, ~~occurrences~~and ~~could~~we ~~greatly~~will ~~reduce~~not ~~our~~be ~~potential~~subject ~~earnings~~to ~~and~~litigation ~~cash~~in ~~flows~~the future.

~~The~~GRE's business ~~REP~~is ~~business~~subject to physical, ~~including~~market ~~our~~and ~~relationship~~economic ~~with~~risks ~~our~~relating ~~suppliers~~to potential effects of climate change, isand ~~dependent~~policies onat ~~access~~the national, regional and state levels to ~~capital~~regulate GHG emissions and ~~liquidity~~mitigate climate change could adversely impact our results of operations, financial condition and cash flows.

~~Our~~Fluctuations ~~business~~in ~~involves~~weather ~~entering~~and ~~into~~other ~~contracts~~environmental toconditions, ~~purchase~~including ~~large~~temperature ~~quantities of electricity~~ and ~~natural~~precipitation ~~gas. Because of seasonal fluctuations~~levels, wemay ~~are~~affect ~~generally~~consumer ~~required~~demand tofor ~~purchase~~ electricity or natural gas. inIn ~~advance~~addition, ~~and~~the ~~finance~~potential ~~that~~physical ~~purchase~~effects ~~until~~of weclimate ~~can~~change, ~~recover~~ such ~~amounts~~as ~~from~~increased ~~revenues.~~frequency ~~Certain~~and severity of ~~GRE’s~~storms, ~~REPs~~floods ~~have a Preferred Supplier Agreement with BP pursuant to which we purchase electricity~~ and ~~natural~~other ~~gas~~climatic atevents, ~~market~~could ~~rate~~disrupt GRE's operations ~~plus a fee. The agreement has been modified~~ and ~~extended~~supply ~~since 2009~~chain, and iscause ~~scheduled~~it to ~~terminate~~incur onsignificant ~~November~~costs ~~30,~~in preparing for ~~2026,~~or ~~subject~~responding to ~~renewal~~these ~~by agreement of the parties~~effects. InThese ~~addition~~or to other ~~advantages~~changes ofin ~~this~~climate ~~agreement,~~could welead ~~are~~to ~~only~~increased ~~required~~operating tocosts ~~post~~or ~~security~~capital ~~with BP~~expenses. GRE's customers ~~There~~may ~~can~~also beexperience ~~no assurance that we will be able to maintain~~ the ~~required~~potential ~~covenants,~~physical ~~that~~impacts BPof ~~will~~climate bechange ~~able~~and tomay ~~maintain~~incur ~~their~~significant ~~required~~costs ~~credit~~in preparing ~~rating,~~for or ~~that~~responding ~~the~~to ~~agreement~~these ~~will be renewed upon its expiration. In addition~~efforts, ~~the~~including ~~security~~increasing ~~requirements outside of~~ the BPmix ~~agreement may increase as we enter other markets. Difficulty in obtaining adequate credit~~ and ~~liquidity~~resiliency onof ~~commercially~~their ~~reasonable~~energy ~~terms~~solutions ~~may adversely affect our business, prospects~~ and ~~financial conditions~~supply.

AFixed ~~revision~~Rate toProducts ~~certain~~or ~~utility~~Guaranteed ~~best~~Pricing ~~practices~~Programs ~~and~~could ~~programs~~result in ~~which~~losses weor ~~participate~~decreased ~~and~~profits ~~with~~if ~~which~~GRE wefails ~~comply~~to ~~could~~estimate ~~disrupt~~future ~~our~~commodity ~~operations~~prices and ~~adversely~~commodity ~~affect~~consumption ~~our results and operations~~accurately.

~~Certain~~Fixed ~~retail~~rate ~~access~~products ~~“best~~are ~~practices”~~becoming a greater part of our offering as they are currently preferred by many customers and ~~programs~~regulators. ~~proposed~~REPs and/ utilities offering fixed rate products or ~~required~~guaranteed bypricing ~~state~~often ~~regulators~~are ~~have~~unable ~~been~~to ~~implemented~~change bytheir ~~utilities~~sell rates offered to customers in ~~most~~response to volatility in the prices of the ~~service~~underlying ~~territories~~commodities or changes in ~~which~~the weregulatory ~~operate~~environment. ~~One~~Sudden ~~such~~spikes ~~practice~~in iscommodity ~~participation~~prices, inparticularly ~~purchase~~when ofcoupled ~~receivables~~with ~~programs~~rapid, ~~under~~unexpected ~~which~~increases ~~certain~~in ~~utilities~~consumption, ~~purchase~~expose ~~customer~~us ~~receivables~~to ~~for~~the ~~approximately~~risk ~~98.0%~~that ofwe ~~their~~will ~~face~~incur ~~value~~significant inunforeseen ~~exchange~~costs ~~for~~in aperforming ~~first~~fixed ~~priority~~rate ~~lien~~contracts. inDuring the ~~customer~~year ~~receivables~~ended December ~~without~~31, ~~recourse~~2025, GRE’s ~~against~~revenues afrom ~~REP.~~meters ~~This~~enrolled ~~program~~in isofferings ~~key~~with tofixed ~~our~~rate ~~control~~characteristics constituted approximately 57.7% and 24.6% of ~~bad~~GRE’s ~~debt~~electric ~~risk~~and innatural ~~our~~gas ~~REP~~revenues, ~~business~~respectively.

17However, it is difficult to predict future commodity costs. Any losses resulting from the risks associated with fixed rate programs will reduce our working capital and profitability. Our inability to accurately estimate the cost of providing services under these programs could have an adverse effect on our profitability and cash flows. We employ an active and robust hedging program. Within this exercise there are inherent assumptions about consumption and pricing. There is risk that volatility will take place outside of the range of potential outcomes contemplated by the program. In these instances, the hedge will not be sufficient to control for risk and losses may occur.

~~The~~Commodity ~~REP~~price ~~business~~volatility ~~depends~~could onhave ~~maintaining~~an ~~the~~adverse ~~licenses~~effect inon ~~the~~our ~~states~~cost inof ~~which~~revenues ~~we operate~~ and ~~any~~our ~~loss~~results of ~~those licenses would adversely affect our business, prospects and financial conditions~~operations.

~~GRE’s~~Volatility ~~REP~~in ~~businesses~~the ~~require~~markets ~~licenses~~for ~~from~~certain ~~public~~commodities ~~utility~~can ~~commissions~~have ~~and~~an ~~other~~adverse ~~regulatory~~impact ~~organizations~~on toour ~~operate~~costs ~~its~~for ~~business.~~the ~~Those~~purchase ~~agencies~~of ~~may~~the ~~impose~~electricity ~~various~~and ~~requirements~~natural togas ~~obtain~~that orGRE ~~maintain~~sells ~~licenses.~~to ~~Further,~~its ~~certain~~customers. ~~non-governmental~~Volatility ~~organizations~~events can have ~~been~~a ~~focusing~~material onadverse ~~the~~impact ~~REP~~on ~~industry~~our ~~and~~financial ~~the~~condition ~~treatment~~because of our ~~customers~~fixed byor ~~certain~~guaranteed ~~REPs.~~price ~~Any~~products, ~~negative~~we ~~publicity~~cannot, ~~regarding~~and ~~the~~in ~~REP~~our ~~industry~~variable inprice ~~general~~products, ~~including,~~due ~~but~~to ~~not~~customer ~~limited~~or tocompetitive factors, ~~legislatures~~we ~~potentially~~may ~~seeking~~not toalways ~~restrict~~be ~~the~~able ~~activities~~or ofchoose ~~REPs and~~to, ~~GRE~~pass inalong ~~particular~~increases orin ~~any~~costs ~~increase~~to inour ~~customer~~customers. ~~complaints~~This ~~regarding~~would ~~GRE’s~~have ~~REP~~an ~~businesses~~adverse ~~could~~impact ~~negatively~~on ~~affect~~ our ~~relationship~~margins ~~with~~and ~~the~~results ~~various~~of ~~commissions~~operations. ~~and~~Alternatively, ~~regulatory~~volatility ~~agencies~~in ~~and~~pricing ~~could~~for ~~negatively~~GRE’s ~~impact~~electricity ~~our~~and ~~ability~~natural gas related to ~~obtain~~the ~~new~~cost ~~licenses~~of tothe ~~expand~~underlying ~~operations~~commodities orcan ~~maintain~~lead ~~the~~to ~~licenses~~increased ~~currently~~customer ~~held~~churn. In ~~the~~times ~~aftermath~~ of ~~the~~high ~~polar~~commodity ~~vortex~~costs, ~~several~~our ~~regulatory~~variable ~~bodies~~pricing ~~adopted~~model ~~more~~and ~~aggressive~~commodity ~~policies~~purchasing ~~toward~~approach ~~REPs,~~can ~~including~~lead ~~the~~to ~~action~~competitive ~~against~~disadvantages ~~IDT~~as ~~Energy~~we inmust ~~Pennsylvania~~pass ~~described~~along ~~elsewhere~~all inor ~~this~~some ~~Annual~~portion ~~Report on Form 10-K. Any loss~~ of our ~~REP~~increased ~~licenses~~costs ~~would~~to ~~cause a negative impact on~~ our ~~results of operations, financial condition and cash flow~~customers.

~~Our~~GRE’s growth ~~strategy~~ depends, in part, on ~~our~~its ~~acquiring~~ability ~~complementary~~to ~~businesses~~enter ~~and~~new ~~assets and expanding our existing operations, which we may be unable to do~~markets.

~~Our~~New ~~growth~~markets are ~~strategy~~evaluated is based on many factors, inwhich ~~part~~include the regulatory environment, onas ~~our~~well as GRE’s REP businesses' ability to ~~acquire~~procure ~~businesses~~energy in an efficient and ~~assets~~transparent manner. We seek to purchase wholesale energy where there is a real time market that ~~are~~reflects ~~complementary~~a tofair ~~our~~price ~~existing~~for ~~operations~~the commodity for all participants. WeOnce ~~may~~new ~~also~~markets ~~seek~~are determined to ~~acquire~~be ~~other~~suitable for GRE’s REP businesses., ~~The~~we ~~success~~expend ofsubstantial ~~this~~efforts to obtain necessary licenses and will incur significant customer acquisition ~~strategy~~costs and there can be no assurance that we will ~~depend~~be successful in new markets. Furthermore, there are regulatory differences between the markets that we currently operate in ~~part~~and new markets, including, but not limited to, exposure to credit risk, additional churn caused by tariff requirements, rate-setting requirements and incremental billing costs. A failure to identify, become licensed in, and enter new territories may have a material negative impact on our ~~ability~~growth, tofinancial ~~accomplish~~condition ~~the~~and ~~following:~~results of operations.

~~● identify suitable businesses or assets to buy;~~ 16

● Table ~~complete the purchase~~ of ~~those businesses on terms acceptable to us;~~Contents

●GRE ~~complete~~may ~~the~~be ~~acquisition~~subject into ~~the~~future ~~time~~litigation ~~frame~~that wecould ~~expect;~~limit its operations.

●In ~~improve~~connection with the ~~results~~2013-2014 ofevents ~~operations~~described ofin the ~~businesses~~Risk ~~that~~Factor weabove ~~buy~~entitled “Unusual weather conditions which may become more commonplace, may have significant direct and ~~successfully~~indirect ~~integrate~~impacts ~~their~~on GRE's and GREI's business and results of operations,” ~~into~~IDT ~~our~~Energy ~~own;~~was also sued in separate putative class action suits in New York, New Jersey and Pennsylvania, partially related to the price increases during the winter of 2014. From time to time, IDT Energy is also subject to inquiries, investigation or action from public utility commissions or other governmental regulatory or law enforcement agencies related to compliance of its practices with statutory or regulatory schemes.

●IDT ~~avoid~~Energy does not believe that it was at fault or ~~overcome~~acted in any ~~concerns~~way ~~expressed~~improperly bywith ~~regulators~~respect to the events of winter 2014 or in connection with any other practices that are subject to investigation or litigation. Although we have taken action to insulate us and our customers from future similar events, ~~including~~we ~~antitrust~~cannot ~~concerns~~assure that those actions will be effective and we will not be subject to litigation in the future.

~~There~~Such ~~can~~class beaction nolawsuits ~~assurance that we will be successful in pursuing any~~ or ~~all~~other ofclaims ~~these~~against ~~steps.~~us ~~Our failure to implement our acquisition strategy~~ could have ana material adverse ~~effect~~impact on ~~other aspects of~~ our ~~business~~financial ~~strategy and our business in general. We may not be able to find appropriate acquisition candidates~~condition, ~~acquire~~competitive ~~those~~position ~~candidates that we find~~ or ~~integrate~~results ~~acquired~~of ~~businesses effectively or profitably~~operations.

~~Risks~~Industry ~~Related~~transition risks associated with climate change, including those related to regulatory ~~GREW~~mandates could negatively impact our financial results.

~~Competition~~Where infederal ~~solar~~or ~~markets~~state ~~globally~~legislation ~~and~~mandates the use of renewable ~~across~~fuel ~~the~~sources, ~~solar~~such ~~value~~as ~~chain~~wind isand ~~intense~~solar, and ~~could~~such ~~remain~~legislation ~~that~~does ~~way~~not also provide for anadequate ~~extended~~cost ~~period~~recovery, ofit ~~time~~could result in significant changes in our business, including material increases in REC and power purchase costs. Such mandatory renewable portfolio requirements may have an adverse effect on our financial condition and results of operations.

A Wenumber ~~face~~of ~~significant~~regulatory ~~competition~~and inlegislative ~~securing~~bodies ~~new~~have ~~development~~introduced ~~projects~~requirements atand/or ~~attractive~~incentives ~~lease~~to ~~rates.~~reduce ~~Additionally,~~peak ~~for~~demand ~~community~~and ~~solar~~energy ~~projects, we will face competition in attracting retail customers to our projects~~consumption. AsSuch ~~the~~conservation ~~demand~~programs ~~for~~could ~~solar~~result ~~energy~~in ~~grows,~~customer ~~more~~consumption ~~companies~~reduction and ~~investors~~adversely ~~enter~~impact ~~the~~our ~~market,~~financial ~~increasing~~results ~~competition~~in ~~for~~different ~~projects and potentially profits~~ways.

In ~~Changes~~the past, we have been adversely impacted by reduced electric usage due in ~~government~~part ~~regulations~~to energy conservation efforts such as the use of efficient lighting products such as CFLs, halogens and LEDs. ~~policies~~We ~~can~~are unable to determine what impact, ~~the~~if any, conservation will have on our financial ~~viability~~condition ofor ~~solar~~results ~~projects~~of operations.

We ~~The~~face ~~success~~risks ~~of solar energy projects is highly dependent on government regulations and policies~~ that ~~impact~~are ~~the~~beyond ~~financial~~our ~~viability~~control ofdue ~~the projects. This can include changes~~ to ~~tax~~our ~~incentives,~~reliance ~~subsidies,~~on ~~grid~~third ~~access~~parties and ~~net~~our ~~metering~~general ~~policies.~~reliance Iton ~~can also include changes in building and safety codes, environmental regulations, and land use policies that impact~~ the ~~ability~~electrical topower ~~construct~~ and ~~operate~~transmission ~~solar~~infrastructure ~~projects.~~within ~~The reduction, modification or elimination of any of these policies in one or more of our customer markets would materially and adversely affect~~ the ~~growth~~United ~~of such markets or result in increased price competition, either of which could cause our revenue to decline and materially adversely affect our financial results~~States.

Our Onability ~~January 20, 2025, President Trump issued the executive order “Unleashing American Energy.” The order revokes President Biden’s Executive Orders related~~ to ~~climate~~provide ~~initiatives.~~energy Indelivery ~~addition~~and tocommodity ~~withdrawing~~services ~~from~~depends on the ~~Paris~~operations ~~Climate~~and ~~Agreement, President~~facilities ~~Trump directed EPA to abandon the consideration~~ of ~~the~~third ~~“social~~parties, ~~cost~~including, ofamong ~~carbon”~~others, inBP, ~~regulatory~~NYISO ~~determinations~~ and ~~submit~~PJM. aOur ~~recommendation~~reliance on the ~~fate~~electrical ofpower ~~the~~generation ~~2009 finding under the CAA that greenhouse gases threaten public health~~ and ~~welfare,~~transmission ~~which~~infrastructure ~~serves~~within asthe aUnited ~~necessary~~States ~~statutory~~makes ~~prerequisite~~us ~~for~~vulnerable ~~EPA~~ to ~~implement~~large-scale ~~greenhouse~~power ~~gas~~blackouts. ~~emission~~The ~~standards~~loss ~~for~~of ~~motor~~use ~~vehicles~~or ~~and~~destruction ~~other~~of ~~sectors.~~third ~~All~~party ~~federal~~facilities ~~agencies~~that are ~~directed~~used to ~~pause~~generate ~~clean~~or ~~energy~~transmit ~~and~~electricity ~~climate-related~~due ~~funding~~to ~~under~~extreme ~~the~~weather ~~Inflation~~conditions, ~~Reduction~~breakdowns, ~~Act~~war, ~~and~~acts ~~Infrastructure~~of ~~Investment~~terrorism ~~and~~or ~~Jobs~~other ~~Act.~~occurrences Itcould isgreatly ~~unclear~~reduce ~~what~~our ~~impact~~potential ~~the~~earnings ~~executive~~and ~~orders~~cash ~~will have on the available project incentives~~flows.

18The REP business, including our relationship with our suppliers, is dependent on access to capital and liquidity.

~~Implementation~~Our business involves entering into contracts to purchase large quantities of ~~global~~electricity ~~trade~~and ~~tariffs~~natural ~~could~~gas. ~~impact~~Because ~~the~~of ~~availability~~seasonal fluctuations, we are generally required to purchase electricity or natural gas in advance and ~~pricing~~finance that purchase until we can recover such amounts from revenues. Certain of ~~key~~GRE’s ~~project~~REPs ~~components~~have a Preferred Supplier Agreement with BP pursuant to which we purchase electricity and natural gas at market rate plus a fee. The agreement has been modified and extended since 2009, and is scheduled to terminate on November 30, 2026, subject to renewal by agreement of the parties. There can be no assurance that we will be able to maintain the required covenants, that BP will be able to maintain their required credit rating, or that the agreement will be renewed upon its expiration. In addition, the security requirements outside of the BP agreement may increase as we enter other markets. Difficulty in obtaining adequate credit and liquidity on commercially reasonable terms may adversely affect our business, prospects and financial conditions.

A Inrevision ~~February~~to ~~2025,~~certain ~~President~~utility ~~Donald~~best ~~Trump~~practices ~~announced~~and aprograms ~~series~~in ofwhich ~~tariffs~~we ~~aimed~~participate ~~at reshaping United States trade policy, including a 10% tariff on imports from China. The implementation of tariffs~~ and ~~the~~with ~~potential~~which ~~for~~we ~~retaliatory~~comply ~~tariffs from other countries~~ could ~~impact~~disrupt onour ~~the~~operations ~~availability~~ and ~~pricing~~adversely ofaffect ~~key components required to build~~ our ~~solar~~results ~~projects.~~and ~~It is unknown at this time what tariffs will remain in place~~operations.

AnCertain ~~increase~~retail inaccess ~~interest~~“best ~~rates~~practices” and programs proposed and/or ~~tightening~~required by state regulators have been implemented by utilities in most of the ~~supply~~service territories in which we operate. One such practice is participation in purchase of ~~capital~~receivables programs under which certain utilities purchase customer receivables for approximately 98.0% of their face value in ~~the~~exchange ~~global~~for ~~financial~~a ~~markets~~first ~~could~~priority ~~increase~~lien in the ~~cost~~customer receivables without recourse against a REP. This program is key to our control of ~~borrowing~~bad ~~and~~debt ~~negatively~~risk ~~impact~~in our ~~projects~~REP business.

Genie Solar intends to utilize long-term debt financing for its operating portfolio. As a result, an increase in interest rates, or a reduction in the supply of project debt financing could reduce the number of solar projects that we are able to construct and operate. 17

Table ~~The operation and maintenance~~ of ~~our solar facilities are subject to operational risks, the consequences of which could have a material adverse effect on our business operations, financial condition, and the results of operations.~~ Contents

The ~~required~~REP ~~operation,~~business ~~maintenance,~~depends ~~refurbishment,~~on ~~and~~maintaining ~~construction~~the oflicenses ~~our~~in ~~facilities~~the ~~involve~~states ~~risks, including performance below expected levels of output or system eﬃciency. There can be no guarantee that our maintenance program will be able to detect all potential failures~~ in ~~our~~which ~~facilities~~we oroperate ~~eliminate~~and ~~all~~any ~~adverse~~loss ~~consequences~~ of ~~such~~those alicenses ~~failure.~~would Inadversely ~~addition,~~affect ~~work~~our ~~stoppages and other unforeseen problems may disrupt the construction~~business, ~~operation~~prospects and ~~maintenance~~financial ~~of our facilities~~conditions. ~~We intend to enter into service and maintenance agreements with the manufacturers of certain key equipment.~~

GRE’s InREP ~~developing~~businesses ~~projects,~~require welicenses ~~face~~from ~~risks~~public ~~related~~utility commissions and other regulatory organizations to ~~project~~operate ~~siting,~~its ~~utility~~business. ~~interconnection~~Those agencies may impose various requirements to obtain or maintain licenses. Further, ~~third~~certain ~~party~~non-governmental ~~financing~~organizations have been focusing on the REP industry and the treatment of customers by certain REPs. Any negative publicity regarding the REP industry in general, ~~construction~~including, ~~permitting~~but not limited to, ~~governmental~~legislatures ~~approvals~~potentially seeking to restrict the activities of REPs and GRE in particular or any increase in customer complaints regarding GRE’s REP businesses could negatively affect our relationship with the ~~negotiation~~various commissions and regulatory agencies and could negatively impact our ability to obtain new licenses to expand operations or maintain the licenses currently held. In the aftermath of ~~project~~the ~~development~~polar ~~agreements~~vortex, several regulatory bodies adopted more aggressive policies toward REPs, including the action against IDT Energy in Pennsylvania described elsewhere in this Annual Report on Form 10-K. Any loss of our REP licenses would cause a negative impact on our results of operations, financial condition and cash flow.

Our Wegrowth ~~own,~~strategy ~~develop~~depends, ~~construct,~~in ~~manage and operate electric-generation facilities. We must periodically apply for licenses and permits from various local~~part, ~~state, and federal regulatory authorities and abide by their respective conditions. A lack of successes in obtaining necessary licenses or permits~~ on ~~acceptable terms or resolving challenges to such licenses or permits could impact~~ our ~~ability~~acquiring tocomplementary ~~develop~~businesses ~~projects.~~and ~~Additionally,~~assets ~~any~~and ~~delay~~expanding ~~in obtaining or renewing necessary licenses or permits or if regulatory authorities initiate any associated investigations against us,~~ our ~~business,~~existing ~~ﬁnancial condition, results of~~ operations ~~and prospects may adversely impact project economics. Additionally~~, ~~risks~~which ~~associated~~we ~~with construction, such as cost overruns and delays, and other contingencies that~~ may ~~arise~~be inunable ~~the~~to ~~course of completing installations may adversely impact project economics~~do.

Our ~~While~~growth westrategy ~~intend~~is tobased, ~~seek~~in ~~acquisitions~~part, ofon ~~solar~~our ~~generation~~ability ~~assets~~to ~~and~~acquire ~~portfolios~~businesses inand ~~various~~assets ~~stages~~that ofare ~~development~~complementary to ~~add~~our existing operations. We may also seek to ~~our~~acquire ~~portfolio,~~other webusinesses. ~~may~~The ~~not~~success beof ~~successful~~this acquisition strategy will depend, in ~~identifying~~part, oron ~~marking~~our ~~any~~ability ~~acquisitions~~to inaccomplish the ~~future.~~ following:

● ~~Our~~identify ~~business~~suitable ~~strategy~~businesses ~~includes~~or ~~growth through the acquisitions of solar generation~~ assets ~~and portfolios in various stages of development. There is a risk that we may not be able~~ to identify attractive acquisition opportunities or successfully acquire those opportunities that are identiﬁed. There is always the possibility that even if there is success in closing acquisitions, we may not derive the beneﬁts, such as administrative or operational synergies or earnings obtained, that were expected. The market acquisition opportunities are highly competitive and may become even more so, which would increase our cost of making future acquisitions. buy;

● ~~As part of the acquisition evaluation and close process, we conduct deep due diligence to identify potential contingencies, negotiate transaction terms,~~ complete ~~transactions, and manage post-closing matters such as~~ the ~~integration~~purchase of ~~the~~those ~~acquired~~businesses ~~assets into our existing business operations. In some cases, our due diligence reviews are dependent~~ on ~~the~~terms ~~completeness~~acceptable ~~and~~to accuracy of disclosures made by third parties. If the information shared by the third parties is incomplete or inaccurate, we may incur unanticipated costs or expenses following a completed acquisition. us;

● ~~The~~complete ~~energy~~the ~~procurement~~acquisition ~~business~~in ~~faces~~the ~~various~~time ~~market~~frame ~~and~~we ~~operational risks.~~expect;

● ~~Our~~improve ~~energy~~the ~~procurement~~results ~~business~~of ~~faces~~operations ~~various~~of ~~market and operational risks including. The market risks include changes in~~ the ~~competitive~~businesses ~~pricing~~that ~~landscape,~~we ~~changes~~buy ~~in the regulatory environment~~ and ~~potential~~successfully ~~supplier~~integrate ~~defaults.~~their ~~Operational~~operations ~~risks~~into ~~include~~our ~~customer~~own; ~~credit risk~~ and ~~technology platform risk.~~

19● avoid or overcome any concerns expressed by regulators, including antitrust concerns.

~~General~~There ~~Corporate~~can ~~Risks~~be no assurance that we will be successful in pursuing any or all of these steps. Our failure to implement our acquisition strategy could have an adverse effect on other aspects of our business strategy and our business in general. We may not be able to find appropriate acquisition candidates, acquire those candidates that we find or integrate acquired businesses effectively or profitably.

Risks WeRelated ~~could~~to ~~be harmed by network disruptions, security breaches, or other significant disruptions or failures of our IT infrastructure and related systems or of those we operate for certain of our customers.~~GREW

Changes Toin begovernment ~~successful,~~regulations ~~we need to continue to have available a high capacity, reliable~~ and ~~secure~~policies ~~network.~~can Weimpact ~~face~~ the ~~risk,~~financial asviability ~~does any company,~~ of asolar ~~security breach, whether through cyber-attack, malware, computer viruses, sabotage, or other significant disruption of our IT infrastructure and related systems~~projects. As such, there is a risk of a security breach or disruption of the system we operate, including possible unauthorized access to our and our customers' proprietary or classified information. We are also subject to breaches of our network resulting in unauthorized utilization of our services or products, which subject us to the costs of providing those products or services, which are likely not recoverable. The secure maintenance and transmission of our and our customers' information is a critical element of our operations. Our information technology and other systems that maintain and transmit customer information, or those of service providers or business partners, may be compromised by a malicious third party penetration of our network security, or that of a third party service provider or business partner, or impacted by advertent or inadvertent actions or inactions by our employees, or those of a third party service provider or business partner. As a result, our or our customers’ information may be lost, disclosed, accessed or taken without the customers' consent or our product and service may be used without payment.

~~Although~~The wesuccess ~~make~~of ~~significant~~solar ~~efforts~~energy toprojects ~~maintain~~is ~~the~~highly ~~security~~dependent ~~and~~on ~~integrity~~government ofregulations ~~these types of information~~ and ~~systems,~~policies ~~there~~that ~~can~~impact bethe nofinancial ~~assurance~~viability ~~that~~of ~~our~~the ~~security~~projects. ~~efforts~~This ~~and~~can ~~measures~~include ~~will~~changes beto ~~effective~~tax orincentives, ~~that~~subsidies, ~~attempted~~grid ~~security~~access ~~breaches~~and ornet ~~disruptions~~metering ~~would~~policies. ~~not~~It becan ~~successful~~also orinclude ~~damaging,~~changes ~~especially~~ in ~~light~~building ofand ~~the~~safety ~~growing~~codes, ~~sophistication~~environmental ofregulations, ~~cyber-attacks~~ and ~~intrusions sponsored~~land byuse ~~state~~policies orthat ~~other~~impact ~~interests.~~the Weability ~~may~~to beconstruct ~~unable~~and tooperate ~~anticipate~~solar ~~all~~projects. ~~potential~~The ~~types~~reduction, ofmodification ~~attacks~~ or ~~intrusions~~elimination orof toany ~~implement~~of ~~adequate~~these ~~security~~policies ~~barriers~~in one or ~~other~~more ~~preventative~~of ~~measures.~~our ~~Certain~~customer ofmarkets ~~our~~would ~~business~~materially ~~units~~and ~~have~~adversely ~~been~~affect the ~~subject~~growth of ~~attempted~~such ~~and~~markets ~~successful~~or ~~cyber-attacks~~result in ~~the~~increased ~~past.~~price Wecompetition, ~~have~~either ~~researched~~of ~~the~~which ~~situations~~could ~~and~~cause doour ~~not~~revenue ~~believe~~to ~~any~~decline ~~material~~and ~~internal~~materially oradversely ~~customer~~affect ~~information~~our ~~has~~financial ~~been compromised~~results.

On ~~Network~~January ~~disruptions~~20, ~~security~~2025, ~~breaches~~President ~~and~~Trump ~~other~~issued ~~significant~~the ~~failures~~executive oforder ~~the~~“Unleashing ~~above-described~~American ~~systems~~Energy.” ~~could~~The ~~(i)~~order ~~disrupt~~revokes ~~the~~President ~~proper~~Biden’s ~~functioning~~Executive ofOrders ~~our~~related ~~networks~~to ~~and~~climate ~~systems~~initiatives. ~~and~~In ~~therefore~~addition ~~our~~to ~~operations~~withdrawing orfrom ~~those~~the ofParis ~~certain~~Climate ofAgreement, President ~~our~~Trump ~~customers;~~directed ~~(ii)~~EPA ~~result~~to inabandon the ~~unauthorized~~consideration ~~use~~ of ~~our~~the ~~services~~“social orcost ~~products~~of ~~without~~carbon” ~~payment, (iii) result~~ in ~~the~~regulatory ~~unauthorized~~determinations ~~access to,~~ and ~~destruction,~~submit ~~loss,~~a ~~theft,~~recommendation ~~misappropriation~~on orthe ~~release~~fate of ~~proprietary,~~the ~~confidential,~~2009 ~~sensitive~~finding orunder ~~otherwise~~the ~~valuable~~CAA ~~information~~that ofgreenhouse ~~ours~~gases orthreaten ~~our~~public ~~customers,~~health ~~including~~and ~~trade secrets~~welfare, which ~~others~~serves ~~could~~as ~~use~~a tonecessary ~~compete~~statutory ~~against~~prerequisite ~~us or~~ for ~~disruptive,~~EPA ~~destructive or otherwise harmful purposes and outcomes; (iv) require significant management attention or financial resources~~ to ~~remedy~~implement ~~the~~greenhouse ~~damages~~gas ~~that~~emission ~~result~~standards orfor tomotor ~~change~~vehicles ~~our systems~~ and ~~processes; (v) subject us to claims for contract breach, damages, credits, fines, penalties, termination or~~ other ~~remedies;~~sectors. orAll ~~(vi)~~federal ~~result~~agencies inare adirected ~~loss~~to ofpause ~~business,~~clean ~~damage~~energy ~~our~~and ~~reputation~~climate-related ~~among~~funding ~~our~~under ~~customers and~~ the ~~public~~Inflation ~~generally,~~Reduction ~~subject~~Act usand toInfrastructure ~~additional~~Investment ~~regulatory~~and ~~scrutiny~~Jobs orAct. ~~expose~~It usis tounclear ~~litigation.~~what ~~Any~~impact orthe ~~all~~executive oforders ~~which~~will ~~could~~ have ~~a negative impact~~ on ~~our~~the ~~results~~available ofproject ~~operations, financial condition and cash flows~~incentives.

On ~~Our~~July ~~businesses~~4, ~~depend~~2025, onThe One Big Beautiful Bill Act ("OBBB") was signed into law, which dramatically curtails the ~~continuing~~clean ~~efforts~~energy sector by accelerating the elimination of ~~our~~tax ~~management~~credits ~~team~~that were central to the Inflation Reduction Act. For wind and ~~our~~solar ~~personnel~~projects, ~~with~~tax ~~strong~~credits ~~industry~~were accelerated. Projects must either be completed by the end of 2027 or ~~operational~~begin ~~knowledge~~construction within 12 months of the bill's passage to qualify, compared to other clean energy technologies like battery storage and ~~our~~carbon ~~efforts~~capture ~~may~~which retain credits into the next decade. The residential solar tax credit (Section 25D) terminates on December 31, 2025, while EV charger credits must be ~~severely~~placed ~~disrupted~~in ifservice weby ~~lose~~June ~~their~~30, ~~services~~2026, and clean commercial vehicle credits require acquisition by September 30, 2025. One notable exception is the clean fuel production credit (Section 45Z), which was extended through 2029, though with reduced values for sustainable aviation fuel and requirements that feedstocks come exclusively from the US, Canada, or Mexico. The law also introduces complex "Foreign Entity of Concern" restrictions that prohibit tax credits for projects with ownership, control, or material assistance from entities connected to China, North Korea, Russia, or Iran, creating significant compliance burdens for developers and potentially disrupting supply chains that have relied on foreign components and materials.

Our success depends on key members of our management team, the loss of whom could disrupt our business operation. Our business also requires a capable, well-trained workforce to operate effectively. There can be no assurance that we will be able to retain our qualified personnel, the loss of whom may adversely affect our business, prospects and financial conditions. 18

Table Aof ~~determination that independent contractors are employees could expose us to various liabilities and additional costs.~~ Contents

The ~~Regulations~~operation ~~that govern the status~~ and ~~classification~~maintenance of ~~independent~~our ~~contractors~~solar facilities are subject to ~~changes~~operational ~~and divergent interpretations by various authorities~~risks, ~~which can create uncertainty and unpredictability for us. Certain states have effectively narrowed~~ the ~~definition~~consequences of anwhich independent contractor by requiring hiring entities to use a stricter test to determine a given worker’s classification, place the burden of proof for classifying workers as independent contractors on hiring entities and provides enforcement powers to the state and municipalities. Legislative proposals concerning worker classification are being considered by various other states. Any requirement to reclassify independent contractors as employees could ~~require us to significantly alter certain aspects of our business model or operations, increase our costs and impact our ability to grow our business. Any of the foregoing could~~ have ana material adverse ~~impact~~effect on our business, ~~financial condition, and results of~~ operations~~. If we are required to reclassify independent contractors as employees~~, ~~we may incur additional costs and taxes which could adversely affect our business,~~ financial condition, and the results of operations.

20The required operation, maintenance, refurbishment, and construction of our facilities involve risks, including performance below expected levels of output or system eﬃciency. There can be no guarantee that our maintenance program will be able to detect all potential failures in our facilities or eliminate all adverse consequences of such a failure. In addition, work stoppages and other unforeseen problems may disrupt the construction, operation and maintenance of our facilities. We intend to enter into service and maintenance agreements with the manufacturers of certain key equipment.

~~Our~~Operation ~~business,~~and ~~results~~maintenance of ~~operation~~renewable ~~and~~energy ~~financial~~projects ~~conditions~~involve ~~could~~significant berisks ~~adversely~~that ~~affected~~could byresult ~~the~~in ~~resurgence~~unplanned ofoutages, ~~the~~reduced ~~coronavirus~~output, ~~COVID-19 pandemic~~interconnection ~~and~~or ~~any~~termination ~~restrictions~~issues, ~~put~~or inother ~~place~~adverse ~~in connection therewith~~consequences.

IfThere ~~the~~are ~~COVID-19 pandemic~~risks ~~re-emerges~~associated ~~and~~with ~~impacts~~ the ~~territories~~operation weof ~~serve,~~ our ~~business, operations and financial condition could be impacted in more significant ways~~projects. ~~The~~These ~~continued~~risks ~~spread~~include, ofbut ~~COVID-19 and~~are ~~efforts~~not tolimited ~~contain the virus could have the following impacts~~to:

● ~~Adversely~~Greater ~~impact~~or earlier than expected degradation, or in some cases failure, of solar panels, inverters, transformers and other equipment; ● Technical performance below projected levels, including the failure of solar panels, inverters and other equipment to produce energy as expected, whether due to incorrect measures of performance provided by equipment suppliers, improper operation and maintenance, or other reasons; ● Design or manufacturing defects or failures, including defects or failures that are not covered by warranties or insurance; ● Insolvency or financial distress on the part of any of our ~~strategic~~service ~~business~~providers, ~~plans~~contractors or suppliers, or a default by any such counterparty for any other reason under its warranties or other obligations to us; ● Increases in the cost of Operational Projects, including costs relating to labor, equipment, unforeseen or changing site conditions, insurance, regulatory compliance, and ~~growth~~taxes; ~~strategy~~● Loss of interconnection capacity, and the resulting inability to deliver power under our offtake contracts, due to grid or system outages or curtailments beyond our or our counterparties’ control; ● Breaches by us and certain events, including force majeure events, under certain offtake contracts and other contracts that may give rise to a right of the applicable counterparty to terminate such contract; ● Catastrophic events, such as fires, earthquakes, severe weather, tornadoes, ice or hail storms or other meteorological conditions, landslides, and other similar events beyond our control, which could severely damage or destroy a project, reduce its energy output, result in property damage, personal injury or loss of life, or increase the cost of insurance even if these impacts are suffered by other projects as is often seen following events like high-volume wildfire and hurricane seasons; ● Storm water or other site challenges; ● The discovery of unknown impacts to protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources at project sites; ● Changes in laws, particularly those related to land use, environmental or other regulatory requirements; ● Changes in tax, environmental, health and safety, land use, labor, trade, or other laws, including changes in related governmental permit requirements; ● Government or utility exercise of eminent domain power or similar events; ● Existence of liens, encumbrances, or other imperfections in title affecting real estate interests; and ● Failure to obtain or maintain insurance or failure of our insurance to fully compensate us for repairs, theft or vandalism, and other actual losses.

●These ~~Result~~and inother ~~increases~~factors incould ~~purchase~~have adverse consequences on our solar energy projects. For example, these factors could require us to shut down or reduce the output of ~~receivable~~such projects, degrade equipment, reduce the useful life of the project, or ~~POR~~materially ~~fees~~increase operations and ~~allowance~~maintenance (“O&M”) and other costs. Unanticipated capital expenditures associated with maintaining or repairing our projects would reduce profitability. Congestion, emergencies, maintenance, outages, overloads, requests by other parties for ~~credit~~transmission ~~bad~~service, ~~debt~~including ~~expense~~on asour facilities, actions or omissions by other projects with which we share facilities, and certain other events, including events beyond our control, could give rise to a ~~result~~partial or complete curtailment of ~~delayed~~generation or ~~non-payment~~transmission of energy from our projects and could lead to one or more of our customers, ~~both~~terminating their offtake contracts with us. Any termination of ~~which~~a ~~could~~project’s beinterconnection ~~magnified~~or transmission arrangements or non-compliance by ~~federal~~an interconnection provider, an owner or ~~state~~operator ~~government~~of ~~legislation~~shared ~~that~~facilities, ~~requires~~or usanother third party with its obligations under an interconnection, shared facilities, or transmission arrangement may delay or prevent our projects from delivering energy to ~~extend~~our ~~suspensions~~offtakers. If an interconnection, shared facilities or transmission arrangement for a project is terminated, we may not be able to replace it on terms as favorable as those of ~~disconnections~~the existing arrangement, or at all, or we may experience significant delays or costs in connection with such replacement. In addition, due to supply chain disruptions, replacement and spare parts for ~~non-payment;~~solar panels, wind turbines and other key pieces of equipment may be difficult or costly to acquire or may be unavailable.

●Any ~~Reduce~~of the ~~availability~~risks described above could significantly decrease or eliminate the total revenues and ~~productivity~~income of a project, significantly increase a project’s operating costs, cause us to default under our ~~employees~~financing ~~and~~agreements, or give rise to damages or penalties owed by us to an offtaker, another contractual counterparty, a governmental authority or another third- party, ~~resources;~~or cause defaults under related contracts or permits. Any of these events could have a material adverse effect on our business financial condition and results of operations.

~~● Cause us to experience an increase in costs as a result of our emergency measures;~~ 19

● Table ~~Cause a deterioration~~ of ~~the credit quality of our counterparties, including power purchase agreement counterparties, contractors or retail customers, that could result in credit losses;~~Contents

●Energy ~~Cause~~production ~~impairment~~and oftotal ~~long-lived~~revenues ~~assets;~~and income from our solar energy projects depend heavily on suitable meteorological and environmental conditions and our ability to accurately predict meteorological conditions.

●The ~~Cause~~energy produced, and total revenues, income and cash flows generated by a ~~deterioration~~solar inenergy depend on suitable climatic conditions, particularly solar and wind conditions, both of which are beyond our ~~financial~~control. ~~metrics~~Our orsolar energy projects require strong, consistent exposure to sunlight to achieve the ~~business~~predicted ~~environment~~power ~~that~~generation ~~adversely~~and ~~impacts~~weather, geological or other conditions at our ~~credit~~project ~~ratings~~sites, as well as climatological phenomena not experienced directly at our sites, may prevent adequate amounts of sunlight from reaching some or all of our solar energy projects.

~~Uncertainty related~~Furthermore, components of our solar energy systems, such as panels and inverters could be damaged by severe weather or natural catastrophes, the exposure of our projects to which varies greatly due to the number of diverse regions in which our ~~exit~~projects are located, examples of which include snowstorms, ice storms, hailstorms, lightning strikes, tornadoes and derechos, fires, earthquakes, landslides, mudslides, sandstorms, drought, dust-storms, floods, hurricanes or other inclement weather. In these circumstances, the provision of O&M or other services may be adversely affected. In particular, materials may not be delivered as scheduled and labor may not be available, and we may be obligated to bear the expense of repairing the damaged solar energy that we own. Such extreme weather conditions or natural catastrophes may also severely affect our operations by greatly reducing energy output from our systems, and in cases of severe damage, to zero, causing a reduction in total revenues and income in addition to increased costs due to damages. Replacement and spare parts for key components may be costly, or otherwise difficult or unavailable to obtain. Moreover, natural disasters may adversely affect the ~~Finnish~~economy, ~~market~~infrastructure and communities in the regions where we conduct our business and regions and countries where we source our materials.

The Weenergy ~~face~~procurement ~~uncertainty~~business ~~related~~faces tovarious ~~our~~market ~~exit~~and ~~from~~operational ~~the Finnish market~~risks.

OnOur ~~November~~energy 8,procurement ~~2023,~~business ~~the~~faces ~~Lumo~~various ~~Administrator,~~market ~~acting~~and onoperational ~~behalf~~risks ofincluding. ~~the~~The ~~Bankruptcy~~market ~~Estate,~~risks ~~filed~~include achanges ~~claim~~ in the ~~District~~competitive ~~Court~~pricing ~~of Helsinki against Genie Nordic~~landscape, ~~our~~changes ~~wholly owned subsidiary and the parent company of Lumo Finland, its directors, officers and affiliates,~~ in ~~which it alleges that~~ the ~~gain~~regulatory ~~from~~environment the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $36.6 million as of December 31, 2024) belongs to the Bankruptcy Estate. We believe that the Lumo Administrator’s position is without merit, and wepotential ~~intend~~supplier ~~to vigorously defend our position against the Lumo Administrator’s claims~~defaults. ~~The~~Operational ~~Bankruptcy~~risks ~~Estate~~include ~~filed~~customer ancredit ~~additional~~risk claim with the District Court on May 27, 2024 against Lumo Sweden for €4.8 million (equivalent to $5.0 million as of December 31, 2024), 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 $41.6 million as of December 31, 2024). We believe that the Lumo Administrators' position is without merit, and wetechnology ~~intend~~platform ~~to vigorously defend our position~~risk.

CityCom Weproduct offerings are ~~also~~dependent ~~notified~~on ~~that~~outside ~~the~~factors Lumo Administrator 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 $4.4 million as of December 31, 2024) prior to the bankruptcy. The Lumo Administrator has also filed a recovery claim jointly against us and the supplier amounting to €1.6 million (equivalent to $1.7 million as of December 31, 2024) alleging that adetermine 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 and not additive to the €4.2 million). The Lumo Administrators allege that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland. We intend to challenge the Lumo Administrator's claims. viability

WeCertain ~~believe~~CityCom ~~that~~products ~~the~~are ~~maximum~~subject ~~exposure~~to ~~for~~evolving ~~these~~government ~~cases~~regulations ~~would~~that ~~likely~~could beimpact ~~limited~~their byviability. ~~the~~The ~~potential~~imposition ~~amount~~ of ~~the~~new ~~customers'~~requirements ~~claims~~or in the ~~bankruptcy~~enforcement ~~case. Based on the progress made in assessing those claims, we expect those claims to be between the range~~ of ~~€2.0~~rules ~~million~~could ~~and~~restrict ~~€4.0~~our ~~million.~~ability ~~Although we do not believe that it is legally obligated~~ to ~~pay~~sell ~~anything,~~our ~~given~~products ~~the~~or ~~likelihood~~require ofcostly ~~negotiating~~modifications ~~a settlement~~ to ~~minimize further costs, we recognized an estimated loss of €2.5 million (equivalent to $2.6 million at~~ the ~~date~~sales ~~of the transaction) recorded in the fourth quarter of 2024~~process. ~~The~~Compliance ~~estimated~~with ~~loss~~these isregulations ~~included~~could inrequire ~~the~~significant ~~loss~~investment ~~from discontinued operations, net account~~ in ~~the~~staffing ~~consolidated~~and ~~statement of operations for the year ended December 31, 2024~~systems.

21Roded is dependent on proprietary technology and faces manufacturing process risk

~~Risk~~Our ~~Related~~business depends on a proprietary process for converting recycled plastic waste into pallets, which subjects us to significant operational and competitive risks. As a startup with limited operating history, we have not demonstrated that our manufacturing process can be consistently scaled to commercial production volumes while maintaining product quality, cost efficiency, and profitability. Our ~~Financial~~process ~~Condition~~may encounter unforeseen technical challenges, equipment failures, or quality control issues that prevent us from achieving target output levels or meeting customer specifications for strength, durability, and ~~Reporting~~performance standards required in logistics applications.

~~We had a material weakness in our internal control over financial reporting in previous years and cannot assure you that additional material weaknesses will not be identified in the future.~~ 20

We Table ~~reported in our Annual Report on Form 10-K as~~ of December 31, 2020, a material weakness in internal control specifically related to management's review of the income tax provision. During 2021, we implemented certain remediation measures related to the material weakness, however, we concluded that our internal control over financial reporting was ineffective as of December 31, 2021 (see Item 9A Control and Procedures in our Annual Report on Form 10-K filed on March 16, 2022). During 2022, we implemented certain additional remediation measures related to the material weakness and concluded that our internal control over financial reporting was effective as of December 31, 2022.Contents

~~Completion~~General ofCorporate ~~remediation does not provide assurance that our remediation or other controls will continue to operate properly.~~Risks

~~While~~We wecould ~~aim~~be toharmed ~~work~~by ~~diligently~~network ~~to ensure a robust internal control that is devoid of significant deficiencies and material weaknesses~~disruptions, ~~given~~security ~~the complexity of the accounting rules~~breaches, ~~we may, in the future, identify additional significant deficiencies~~ or ~~material~~other weaknesses in our disclosure controls and procedures and internal control over financial reporting. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in additional significant ~~deficiencies~~disruptions or ~~material~~failures ~~weaknesses, cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results~~ of ~~periodic management evaluations and annual auditor attestation reports regarding the effectiveness of~~ our ~~internal~~IT ~~control~~infrastructure ~~over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002~~ and ~~the~~related ~~rules~~systems ~~promulgated~~or ~~under Section 404. The existence~~ of athose ~~material~~we ~~weakness~~operate could result in errors in our financial statements that could result in a restatement of financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, leading to a decline in our stock price. See Item 9A Controls and Procedures for acertain ~~further discussion~~ of our ~~assessment of our internal controls over financial reporting~~customers.

~~Risks~~To ~~Related~~be successful, we need to continue to have available a high capacity, reliable and secure network. We face the risk, as does any company, of a security breach, whether through cyber-attack, malware, computer viruses, sabotage, or other significant disruption of our IT infrastructure and related systems. As such, there is a risk of a security breach or disruption of the system we operate, including possible unauthorized access to our and our customers' proprietary or classified information. We are also subject to breaches of our network resulting in unauthorized utilization of our services or products, which subject us to the costs of providing those products or services, which are likely not recoverable. The secure maintenance and transmission of our and our customers' information is a critical element of our operations. Our ~~Capital~~information ~~Structure~~technology and other systems that maintain and transmit customer information, or those of service providers or business partners, may be compromised by a malicious third party penetration of our network security, or that of a third party service provider or business partner, or impacted by advertent or inadvertent actions or inactions by our employees, or those of a third party service provider or business partner. As a result, our or our customers’ information may be lost, disclosed, accessed or taken without the customers' consent or our product and service may be used without payment.

~~Holders~~Although we make significant efforts to maintain the security and integrity of these types of information and systems, there can be no assurance that our ~~Class~~security Befforts ~~common~~and ~~stock~~measures ~~have~~will ~~significantly~~be ~~less~~effective ~~voting~~or ~~power~~that ~~than~~attempted ~~holders~~security breaches or disruptions would not be successful or damaging, especially in light of the growing sophistication of cyber-attacks and intrusions sponsored by state or other interests. We may be unable to anticipate all potential types of attacks or intrusions or to implement adequate security barriers or other preventative measures. Certain of our ~~Class~~business Aunits ~~common~~have ~~stock~~been the subject of attempted and successful cyber-attacks in the past. We have researched the situations and do not believe any material internal or customer information has been compromised.

~~Holders~~Network disruptions, security breaches and other significant failures of the above-described systems could (i) disrupt the proper functioning of our ~~Class~~networks Band ~~common~~systems ~~stock~~and ~~are~~therefore ~~entitled~~our tooperations ~~one-tenth~~or those of acertain ~~vote~~of ~~per~~our ~~share~~customers; on(ii) ~~all~~result ~~matters~~in onthe ~~which~~unauthorized use of our ~~stockholders~~services ~~are~~or ~~entitled~~products without payment, (iii) result in the unauthorized access to, ~~vote~~and destruction, ~~while~~loss, ~~holders~~theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or our ~~Class~~customers, Aincluding ~~common~~trade ~~stock~~secrets, ~~are~~which ~~entitled~~others could use to ~~three~~compete ~~votes~~against ~~per~~us ~~share.~~or Asfor adisruptive, destructive or otherwise harmful purposes and outcomes; (iv) require significant management attention or financial resources to remedy the damages that result or to change our systems and processes; (v) subject us to claims for contract breach, ~~the~~damages, ~~ability~~credits, offines, ~~holders~~penalties, termination or other remedies; or (vi) result in a loss of business, damage our ~~Class~~reputation Bamong ~~common~~our ~~stock~~customers and the public generally, subject us to ~~influence~~additional regulatory scrutiny or expose us to litigation. Any or all of which could have a negative impact on our ~~management~~results isof ~~limited~~operations, financial condition and cash flows.

WeOur ~~are~~businesses ~~controlled~~depend byon the continuing efforts of our ~~principal~~management ~~stockholder,~~team ~~which~~and ~~limits~~our ~~the~~personnel ~~ability~~with ofstrong ~~other~~industry ~~stockholders~~or tooperational ~~affect~~knowledge ~~the~~and ~~management~~our ofefforts ~~the~~may ~~Company~~be severely disrupted if we lose their services.

~~Howard~~Our S.success ~~Jonas,~~depends ~~our~~on ~~Chairman~~key members of our ~~Board~~management team, the loss of ~~Directors~~whom ~~controls~~could disrupt our business operation. Our business also requires a ~~majority~~capable, ofwell-trained ~~the~~workforce ~~voting~~to ~~power~~operate effectively. There can be no assurance that we will be able to retain our qualified personnel, the loss of whom may adversely affect our ~~capital~~business, ~~stock~~prospects and financial conditions.

~~As of March 12, 2025, Mr. Jonas has voting power over 1,574,326 shares of our Class~~ A ~~common~~determination ~~stock~~that ~~(which~~independent contractors are ~~convertible~~employees ~~into~~could ~~shares~~expose ofus our Class B common stock on a 1-for-1 basis) and 3,137,764 shares of our Class B common stock, representing approximately 69.3% of the combined voting power of our outstanding capital stock. Mr. Jonas will be able to ~~control~~various ~~matters~~liabilities ~~requiring approval by our stockholders, including the election of all of the directors~~ and ~~the~~additional ~~approval of significant corporate matters, including any merger, consolidation or sale of all or substantially all of our assets~~costs. ~~As a result, the ability of any of our other stockholders to influence our management is limited.~~

Regulations ~~The~~that ~~relationships~~govern ~~between~~the ~~Howard~~status Sand classification of independent contractors are subject to changes and divergent interpretations by various authorities, which can create uncertainty and unpredictability for us. ~~Jonas~~Certain states have effectively narrowed the definition of an independent contractor by requiring hiring entities to use a stricter test to determine a given worker’s classification, place the burden of proof for classifying workers as independent contractors on hiring entities and ~~IDT~~provides ~~Corporation~~enforcement powers to the state and ~~Rafael~~municipalities. ~~Holdings~~Legislative proposals concerning worker classification are being considered by various other states. Any requirement to reclassify independent contractors as employees could require us to significantly alter certain aspects of our business model or operations, ~~Inc~~increase our costs and impact our ability to grow our business. Any of the foregoing could ~~conflict~~have ~~with~~an adverse impact on our ~~stockholders’~~business, ~~interests~~financial condition, and results of operations. If we are required to reclassify independent contractors as employees, we may incur additional costs and taxes which could adversely affect our business, financial condition, and results of operations.

Howard S. Jonas, Chairman of our Board of Directors and former Chief Executive Officer, is also the chairman of IDT Corporation and Chairman of the Board of Rafael Holdings, Inc. (Rafael). These relationships may cause a conflict of interest with our stockholders, specifically with regard to demands on Mr. Jonas’ time and the attention that he can dedicate to the Company as well as in the unlikely event that the business interests of the Company and other entities controlled by Mr. Jonas were to conflict. Although we, IDT Corporation and Rafael each have implemented policies and procedures (including each of those entity’s respective Code of Business Conduct and Ethics, Corporate Governance Guidelines and Statement of Policy with Respect to Related Person Transactions) to (i) specifically address the prohibition, without the express consent of the Board of Directors, for a director to take for themselves personally opportunities that are discovered through the use of Company property, information or position; and (ii) identify and properly address potential and actual conflicts of interest , there can be no assurance that, when such business opportunities arise or conflicts are resolved in accordance with applicable laws, such conflicts of interest will not harm our business, prospects and financial condition and result in the diversion of Company corporate opportunities to IDT and/or Rafael. 21

22 Table of Contents

~~Item~~Uncertainty related ~~1B.~~to ~~Unresolved~~our ~~Staff~~exit ~~Comments~~in the Finnish market.

~~None~~We face uncertainty related to our exit from the Finnish market.

~~Item~~On November 8, 2023, the Lumo Administrator, acting on behalf of the Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, our wholly owned subsidiary and the parent company of Lumo 1CFinland, its directors, officers and affiliates, in which it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million ~~Cybersecurity~~(equivalent to$41.3 million as of December 31, 2025) belongs to the Bankruptcy Estate. We believe that the Lumo Administrator’s position is without merit, and we intend to vigorously defend our position against the Lumo Administrator’s claims. The Bankruptcy Estate filed an additional claim with the District Court on May 27, 2024 against Lumo Sweden for €4.8 million (equivalent to $5.6 million as of December 31, 2025), also alleging that the gain from the sale of the swap instruments belongs to the Bankruptcy Estate, bringing the aggregate sum of claims related to the gain from sale of swap instruments to €40.0 million (equivalent to $46.9 million as of December 31, 2025). We believe that the Lumo Administrators' position is without merit, and we intend to vigorously defend our position.

~~Cybersecurity~~We are also notified that the Lumo Administrator filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to ~~risk~~€4.2 ~~management~~million (equivalent to $4.9 million as of December 31, 2025) prior to the bankruptcy. The Lumo Administrator has also filed a recovery claim jointly against us and ~~strategy~~the supplier amounting to €1.6 million (equivalent to $1.9 million as of December 31, 2025) 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 and not additive to the €4.2 million). The Lumo Administrators allege that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland. We intend to challenge the Lumo Administrator's claims.

We ~~Our~~believe ~~cybersecurity~~that ~~risk~~the ~~management~~maximum isexposure ~~based~~for onthese ~~recognized~~cases ~~cybersecurity~~would ~~industry~~likely ~~frameworks~~be ~~and~~limited ~~standards,~~by ~~including those of~~ the ~~National~~potential ~~Institute~~amount of ~~Standards~~the ~~and~~customers' ~~Technology,~~claims in the ~~Center~~bankruptcy ~~for~~case. ~~Internet~~Based ~~Security~~on ~~Controls, and~~ the ~~International~~progress ~~Organization~~made ~~for~~in ~~Standardization.~~assessing Wethose ~~use these frameworks~~claims, ~~together~~we ~~with~~expect ~~information~~those ~~collected~~claims ~~from internal assessments,~~ to ~~develop~~be ~~policies~~between ~~for~~ the ~~use~~range of ~~our~~€2.0 ~~information~~million ~~assets~~and ~~(for~~€4.0 ~~example,~~million. TIAlthough ~~business~~we ~~information~~do ~~and~~not ~~information~~believe ~~resources~~that ~~such~~it asis ~~mobile~~legally ~~phones,~~obligated ~~computers and workstations), access~~ to ~~specific~~pay ~~intellectual property or technologies~~anything, ~~and~~given ~~protection~~the likelihood of ~~personal~~negotiating ~~information.~~a Wesettlement ~~protect~~to ~~these~~minimize ~~information~~further ~~assets through industry-standard techniques~~costs, ~~such~~we asrecognized ~~multifactor~~an ~~authentication~~estimated ~~and~~loss ~~malware defenses~~of €2.5 million We(equivalent ~~also~~to ~~work~~$2.6 ~~with~~million ~~internal~~at ~~stakeholders~~the ~~across~~date of the ~~company~~transaction) torecorded ~~integrate~~in ~~foundational~~the ~~cybersecurity~~fourth ~~principles~~quarter ~~throughout~~of ~~our~~2024. ~~organization’s~~The ~~operations,~~estimated ~~including~~loss ~~the~~is ~~employment~~included ofin ~~multiple~~the ~~layers~~loss offrom ~~cybersecurity~~discontinued ~~defenses~~operations, ~~restricted~~net ~~access~~account ~~based~~in onthe ~~business~~consolidated ~~needs,~~statement ~~and integrity~~ of ~~our~~operations ~~business~~for ~~information. Throughout~~ the year, weended December ~~also regularly train our employees on cybersecurity awareness~~31, ~~confidential information protection and simulated phishing attacks~~2025.

We regularly engage third-party assessors to conduct penetration testing and measure our program to industry standard frameworks. We also have standing engagements with incident response experts and external counsel. We frequently collaborate with industry experts and cybersecurity practitioners at other companies to exchange information about potential cybersecurity threats, best practices and trends. 22

Table ~~Our cybersecurity risk management extends to risks associated with our use~~ of ~~third-party service providers. For instance, we conduct risk and compliance assessments of third-party service providers that request access to our information assets.~~Contents

Risk ~~Our~~Related ~~cybersecurity~~to ~~risk management is an important part of our comprehensive business continuity program and enterprise risk management.~~ Our ~~global~~Financial ~~information~~Condition ~~security team periodically engages with a cross-functional group of subject matter experts~~ and leaders to assess and refine our cybersecurity risk posture and preparedness. For example, we regularly evaluate and update contingency strategies for our business in the event that a portion of our information resources were to be unavailable due to a cybersecurity incident. We practice our response to potential cybersecurity incidents through regular tabletop exercises, threat hunting and red team exercises.Reporting

~~Governance~~We had material weaknesses in our internal control over financial reporting as of ~~cybersecurity~~December 31, 2025 and in previous years and cannot be certain ~~risk~~that ~~management~~additional material weaknesses will not be identified in the future.

~~The~~Management ~~board~~identified ofdeficiencies ~~directors,~~in our internal controls over financial reporting as aof ~~whole~~December 31, ~~has~~2025 ~~oversight~~which ~~responsibility~~aggregated ~~for~~to ~~our~~material ~~strategic~~weaknesses, ~~and~~specifically ~~operational~~related ~~risks.~~to ~~The~~information ~~audit~~technology ~~committee~~general ~~assists~~controls ("ITGC") within applications, which the ~~board~~Company ofuses ~~directors~~to ~~with~~process ~~this~~a ~~responsibility~~wide byvariety ~~reviewing~~of functions and evaluation; and ~~discussing~~accounting for our ~~risk~~captive ~~assessment~~transactions, ~~and~~which ~~risk~~resulted ~~management~~in ~~practices,~~adjustments ~~including~~to ~~cybersecurity~~our ~~risks,~~previously ~~with~~issued ~~members~~financial statements. Remediation of ~~management.~~these ~~The~~weaknesses ~~audit~~had ~~committee,~~not inyet ~~turn~~been completed, ~~periodically~~and ~~reports~~therefore onthese ~~its~~deficiencies ~~review~~continued ~~with~~to ~~the~~exist ~~board~~as of ~~directors~~December 31, 2025 (see Item 9A — Control and Procedures in this Annual Report on Form 10-K).

We ~~Management~~also isreported ~~responsible~~in ~~for~~our ~~day~~Annual Report on Form 10-~~to-day~~K, ~~assessment~~the ~~and~~existence, as of December 31, 2020, of a material weakness in internal control related to management's review of ~~cybersecurity~~income ~~risks~~tax provision. During 2021 and ~~reports~~2022, ~~regularly~~we implemented certain additional remediation measures related to ~~the~~this material ~~audit~~weakness ~~committee~~and concluded that our internal control over financial reporting was effective as of December 31, 2022 (see Item 9A Control and Procedures in our Annual Report on Form 10-K filed on March 15, 2023).

23Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly.

~~Item~~While 2we aim to work diligently to ensure robust internal control that is devoid of significant deficiencies and material weaknesses, given the complexity of the accounting rules, we may, in the future, identify additional significant deficiencies or material weaknesses in our disclosure controls and procedures or internal control over financial reporting. ~~Properties~~Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in additional significant deficiencies or material weaknesses, cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations and annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated under Section 404. The existence of a material weakness could result in errors in our financial statements that could result in a restatement of financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, leading to a decline in our stock price. See Item 9A Controls and Procedures for a further discussion of our assessment of our internal controls over financial reporting.

Our headquarters are located at 520 Broad St., Newark, New Jersey. Our lease for our office space at 520 Broad Street expires in April 2025 and is for 8,631 square feet and includes two parking spots per thousand square feet of space leased. The annual base rent is $198,513. We ~~have~~may ~~the~~face ~~right~~litigation ~~to terminate the lease upon four months’ notice~~ and, ~~upon~~other ~~early~~risks ~~termination,~~as ~~Genie would be required to pay~~ a ~~penalty~~result ~~equal to 25%~~ of the ~~portion~~Restatement described ofin ~~the~~this ~~rent~~“Comprehensive” ~~due~~Form ~~over~~10-K ~~the~~and ~~course of~~ the ~~remaining~~Amended ~~term.~~Reports ~~Upon~~and ~~expiration~~material ofweaknesses ~~the~~in ~~lease,~~our weinternal ~~have~~control ~~the~~over ~~right~~financial ~~to renew the lease for another 5 years on substantially the same terms, with a 2% increase in the rental payments~~reporting.

~~GRE’s~~In ~~Jamestown,~~addition ~~New~~to ~~York~~the ~~offices~~Restatement described ~~are~~elsewhere ~~located~~in atthis ~~317~~Annual Report on Form 10-~~321~~K," we ~~North~~have ~~Main~~identified ~~Street~~material ~~where~~weaknesses wein ~~lease~~our ~~approximately~~internal ~~4,000~~control ~~square~~over ~~feet~~financial reporting as of ~~space~~December 31, 2025. ~~GRE’s~~As ~~Arizona~~a ~~office~~result isof ~~located~~the inRestatement and ~~Gilbert,~~such ~~Arizona~~material ~~where~~weaknesses, we ~~lease~~could ~~approximately~~face 3regulatory action by the SEC or other regulatory authorities,~~300~~ ~~square~~potential ~~feet.~~litigation, ~~GRE’s Texas office~~or isother ~~located~~disputes, including claims invoking federal and state securities laws, contractual claims or other claims arising from the Restatement and the material weaknesses in ~~Houston~~our internal control over financial reporting and the preparation of our financial statements. Any such litigation or dispute, ~~Texas~~whether ~~where~~successful weor ~~lease~~not, ~~approximately~~could 4adversely affect our business,~~200 square~~ ~~feet~~financial condition, and results of operations.

~~Genie~~The ~~Solar~~Company ishas ~~constructing~~incurred ~~community~~significant ~~solar~~costs ~~array~~in ~~projects~~connection inwith ~~Lansing~~the Restatement of previously issued consolidated financial statements and ~~Perry,~~will ~~New~~continue ~~York~~to ~~where~~incur wesignificant ~~lease~~costs 20to ~~acres~~remediate ~~and~~its 15material ~~acres~~weaknesses ofin ~~land,~~internal ~~respectively~~control.

~~Genie~~The ~~Solar~~Company ~~owns~~has incurred, and ~~operates~~will acontinue ~~portfolio~~to incur, significant expenses, including audit, legal, consulting and other professional fees, related to the Restatement of 12its ~~solar arrays~~previously ~~with~~issued anconsolidated ~~aggregate~~financial ~~rating~~statements and the ongoing remediation of 9material weaknesses in its internal control over financial reporting.4 ~~megawatts~~The ~~located~~Company has taken a number of actions, including adding significant internal resources and implementing a number of additional procedures and controls, in ~~several~~order ~~school~~to ~~facilities~~strengthen its accounting function and reduce the risk of future material misstatements in ~~Ohio~~its financial statements. To the extent that these actions are not successful, the Company may be forced to incur additional time and ~~Michigan~~expense, which could have a material adverse effect on its results of operations.

~~Item~~The 3.Company's ~~Legal~~failure ~~Proceedings~~to timely file its annual report with the SEC could materially and adversely affect its prospective results of operations and may limit it from accessing the public or capital markets to raise debt or equity capital, which may limit the Company's ability to access debt capital financing, which in turn may limit its ability to pursue one of its potential strategies.

~~Certain~~Any ~~legal~~failure ~~proceedings~~by inthe ~~which~~Company weto ~~are~~make ~~involved~~timely ~~are~~filings ~~discussed in~~with ~~Note 15,~~the ~~Legal~~SEC or other failure to remain compliant with reporting requirements of the SEC may inhibit its ability to access the public or capital markets to raise debt or equity capital. The inability to access capital may limit the Company’s options to finance its business and ~~Regulatory~~may ~~Proceedings~~substantially limit its ability to finance potential acquisitions or other strategies. As needs arise, in the ~~Notes~~Company tomay ~~Consolidated~~seek ~~Financial~~additional ~~Statements~~borrowings or alternative sources of financing; however, difficulties in ~~this~~borrowing ~~Annual~~capital ~~Report~~or raising financing could have a material adverse effect on ~~Form~~ ~~10-K~~its operations, ~~which~~planned iscapital ~~incorporated~~expenditures byand ~~reference~~ability to fund further growth.

~~Item~~Risks 4.Related ~~Mine~~to ~~Safety~~Our ~~Disclosures.~~Capital Structure

~~Not~~Holders ~~applicable~~of our Class B common stock have significantly less voting power than holders of our Class A common stock.

~~Part~~Holders IIof our Class B common stock are entitled to one- tenth of a vote per share on all matters on which our stockholders are entitled to vote, while holders of our Class A common stock are entitled to three votes per share. As a result, the ability of holders of our Class B common stock to influence our management is limited.

~~Item~~We 5.are ~~Market~~controlled ~~for~~by ~~Registrant’s~~our ~~Common~~principal ~~Equity~~stockholder, ~~Related~~which ~~Stockholder~~limits ~~Matters~~the ~~and~~ability ~~Issuer~~of ~~Purchases~~other stockholders to affect the management of ~~Equity~~the ~~Securities~~Company.

~~Our~~Howard ~~Class~~S. BJonas, ~~common~~our ~~stock~~Chairman ~~trades~~of onour ~~the~~Board ~~New~~of ~~York~~Directors ~~Stock~~controls ~~Exchange~~a ~~under~~majority of the ~~symbol~~voting ~~“GNE”~~power of our capital stock.

OnAs ~~March~~of 12April 27, ~~2025~~2026, ~~there were~~Mr. ~~238 holders~~Jonas ofhas ~~record~~voting power over 1,574,326 shares of our Class BA common stock ~~and 1 holder~~(which ofare ~~record~~convertible into shares of our Class AB common stock. ~~Howard~~on ~~Jonas~~a ~~has~~1-for-1 ~~voting~~basis) ~~dispositive~~and ~~power over 1~~3,~~574~~106,~~326~~560 shares of our Class AB common stock., ~~These~~representing ~~numbers~~approximately do69.9% ~~not~~of ~~include~~ the ~~number~~combined ofvoting ~~persons~~power ~~whose~~of ~~shares~~our ~~are~~outstanding incapital ~~nominee~~stock. orMr. inJonas will be ~~“street~~able ~~name”~~to ~~accounts~~control ~~through~~matters ~~brokers.~~requiring Onapproval ~~March~~by ~~12,~~our ~~2025~~stockholders, including the ~~last~~election ~~sales~~of ~~price~~all ~~reported~~of onthe directors and the ~~New~~approval ~~York~~of ~~Stock~~significant ~~Exchange~~corporate ~~for~~matters, ~~the~~including ~~Class~~any Bmerger, ~~common~~consolidation ~~stock~~or ~~was~~sale ~~$14~~of all or substantially all of our assets.~~25 per~~ ~~share~~As a result, the ability of any of our other stockholders to influence our management is limited.

~~Additional~~The ~~information~~relationships ~~regarding~~between ~~dividends~~Howard ~~required~~S. byJonas ~~this item is incorporated by reference from the Management’s Discussion~~ and ~~Analysis~~IDT ~~section~~Corporation ~~in Item 7 to Part II~~ and ~~Note~~Rafael 12Holdings, toInc. ~~the~~could ~~Consolidated~~conflict ~~Financial~~with ~~Statements~~our instockholders’ ~~Item 8 to Part II of this Annual Report~~interests.

~~The~~Howard ~~information~~S. ~~required~~Jonas, byChairman ~~Item~~of ~~201~~our Board of Directors and former Chief Executive Officer, is also the chairman of IDT Corporation and Chief Executive Officer, Executive Chairman and Chairman of the Board of Rafael Holdings, Inc. (dRafael). These relationships may cause a conflict of ~~Regulation~~interest ~~S-K~~with ~~will~~our bestockholders, ~~contained~~specifically with regard to demands on Mr. Jonas’ time and the attention that he can dedicate to the Company as well as in ~~our~~the ~~Proxy~~unlikely ~~Statement~~event ~~for~~that ~~our~~the ~~Annual~~business ~~Stockholders~~interests ~~Meeting,~~of ~~which~~the Company and other entities controlled by Mr. Jonas were to conflict. Although we, ~~will~~IDT ~~file~~Corporation and Rafael each have implemented policies and procedures (including each of those entity’s respective Code of Business Conduct and Ethics, Corporate Governance Guidelines and Statement of Policy with Respect to Related Person Transactions) to (i) specifically address the ~~Securities~~prohibition, without the express consent of the Board of Directors, for a director to take for themselves personally opportunities that are discovered through the use of Company property, information or position; and ~~Exchange~~(ii) ~~Commission~~identify ~~within~~and ~~120~~properly ~~days~~address ~~after~~potential ~~December~~and 31actual conflicts of interest , ~~2024~~there can be no assurance that, when such business opportunities arise or conflicts are resolved in accordance with applicable laws, such conflicts of interest will not harm our business, prospects and ~~which~~financial iscondition ~~incorporated~~and byresult ~~reference~~in ~~herein~~the diversion of Company corporate opportunities to IDT and/or Rafael.

~~Performance Graph of Stock~~ 23

~~The~~ Table ~~line graph below compares the cumulative total stockholder return on our Class B common stock with the cumulative total return~~ of the New York Stock Exchange Composite Index and the Dow Jones US Utilities Index for the period beginning December 31, 2019 and ending December 31, 2024. The graph and table assume that $100 was invested December 31, 2019 with the cumulative total return of the NYSE Composite Index and the Dow Jones US Utilities Index, and that all dividends were reinvested. Cumulative total stockholder returns for our Class B common stock, NYSE Composite Index and the Dow Jones US Utilities Index are based on our fiscal year.Contents

24Item 1B. Unresolved Staff Comments.

~~Issuer Purchases of Equity Securities~~None.

~~The~~Item 1C. ~~following table provides information with respect to purchases by us of our shares during the fourth quarter of the year ended December 31, 2024~~Cybersecurity.

	TotalNumber ofSharesPurchased		AveragePriceper Share		Total Number of Shares Purchased as part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
October 1 – 31, 2024		18,348	$	15.93		18,348		4,151,037
November 1 - 30, 2024		6,652		15.68		6,652		4,144,385
December 1 – 31, 2024		143,762		14.87		143,762		4,000,623
Total		168,762	$	15.02

Cybersecurity risk management and strategy

~~(1)~~Our ~~Under~~cybersecurity ~~our~~risk ~~existing~~management ~~stock~~is ~~repurchase~~based ~~program~~on recognized cybersecurity industry frameworks and standards, ~~approved~~including bythose ~~our~~of ~~Board~~the National Institute of ~~Directors~~Standards onand ~~March~~Technology, 11the Center for Internet Security Controls, ~~2013~~and the International Organization for Standardization. We use these frameworks, wetogether ~~were~~with ~~authorized~~information collected from internal assessments, to ~~repurchase~~develop uppolicies for the use of our information assets (for example, IT business information and information resources such as mobile phones, computers and workstations), access to anspecific ~~aggregate~~intellectual property or technologies, and protection of 7personal information.0 ~~million~~We ~~shares~~protect these information assets through industry-standard techniques, such as multifactor authentication and malware defenses. We also work with internal stakeholders across the company to integrate foundational cybersecurity principles throughout our organization’s operations, including the employment of multiple layers of cybersecurity defenses, restricted access based on business needs, and integrity of our ~~Class~~business Binformation. ~~common~~Throughout ~~stock~~the year, we also regularly train our employees on cybersecurity awareness, confidential information protection and simulated phishing attacks.

25We regularly engage third-party assessors to conduct penetration testing and measure our program to industry standard frameworks. We also have standing engagements with incident response experts and external counsel. We frequently collaborate with industry experts and cybersecurity practitioners at other companies to exchange information about potential cybersecurity threats, best practices and trends.

~~Item~~Our 6cybersecurity risk management extends to risks associated with our use of third-party service providers. ~~[Reserved]~~For instance, we conduct risk and compliance assessments of third-party service providers that request access to our information assets.

~~Item~~Our 7.cybersecurity ~~Management’s~~risk ~~Discussion~~management is an important part of our comprehensive business continuity program and ~~Analysis~~enterprise risk management. Our global information security team periodically engages with a cross-functional group of ~~Financial~~subject ~~Condition~~matter experts and ~~Results~~leaders to assess and refine our cybersecurity risk posture and preparedness. For example, we regularly evaluate and update contingency strategies for our business in the event that a portion of ~~Operations~~our information resources were to be unavailable due to a cybersecurity incident. We practice our response to potential cybersecurity incidents through regular tabletop exercises, threat hunting and red team exercises.

~~This~~Governance ~~Annual Report contains forward-looking statements within the meaning~~ of ~~Section~~cybersecurity risk 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that contain the words “believes,” “anticipates,” “expects,” “plans,” “intends” and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically noted in the forward-looking statements, other important factors, risks and uncertainties that could result in those differences include, but are not limited to, those discussed under Item 1A to Part I “Risk Factors” in this Annual Report. The forward-looking statements are made as of the date of this Annual Report, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth in this report and the other information set forth from time to time in our reports filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including our reports on Forms 10-Q and 8-K.management

The ~~following~~board ~~discussion~~of ~~should~~directors, beas ~~read~~a inwhole, ~~conjunction~~has ~~with~~oversight ~~the~~responsibility ~~Consolidated~~for ~~Financial~~our ~~Statements~~strategic and ~~Notes~~operational ~~thereto~~risks. ~~included~~The inaudit ~~Item~~committee 8assists the board of directors with this ~~Annual~~responsibility ~~Report~~by reviewing and discussing our risk assessment and risk management practices, including cybersecurity risks, with members of management. The audit committee, in turn, periodically reports on its review with the board of directors.

~~Overview~~Management is responsible for day-to-day assessment and management of cybersecurity risks and reports regularly to the audit committee.

We ~~are~~ 24 comprised of Genie Retail Energy ("GRE") and Genie Renewables ("GREW"). Prior to the third quarter of 2022, we had a segment, Genie Retail Energy International, or GRE International, which supplied electricity to residential and small business customers in Scandinavia. In the third quarter of 2022, we discontinued the operations of Lumo Finland and Lumo Sweden, and GRE International ceased to be a segment and the remaining assets and liabilities and results of any continuing operations of GRE International were combined with corporate.

~~GRE owns~~ ~~and~~ Table operates retail energy providers ("REPs"), including IDT Energy, Residents Energy, Town Square Energy ("TSE"), Southern Federal and Mirabito Natural Gas. GRE's REPs' businesses resell electricity and natural gas primarily to residential and small business customers, with the majority of ~~the~~Contents ~~customers in the Midwestern and Eastern United States and Texas.~~

~~GREW~~Item ~~holds a 95~~2.5% ~~interest in Genie Solar, an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects, a 92~~Properties.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complementary to our energy offerings, and a 96.0% interest in Diversegy, an energy procurement advisor for industrial, commercial and municipal customers.

26Our headquarters are located at 520 Broad St., Newark, New Jersey. Our lease for our office space at 520 Broad Street expired in April 2025 and is for 8,631 square feet and includes two parking spots per thousand square feet of space leased. The annual base rent was $198,513. Upon expiration of the lease, we continue to occupy the space and pay a monthly lease with annual rate of approximately $233,000, while we continue to negotiate a long-term lease with the owner.

~~Discontinued~~GRE’s ~~Operations~~Jamestown, New York offices are located at 317-321 North Main Street where we lease approximately 4,000 square feet of space. GRE’s Arizona office is located in ~~Finland~~Gilbert, ~~and~~Arizona ~~Sweden~~where we lease approximately 3,300 square feet. GRE’s Texas office is located in Houston, Texas where we lease approximately 4,200 square feet. GRE’s Florida office is located in Tampa, Florida where we lease approximately 2,400 square feet.

~~Prior to the third quarter of 2022, the Company had a third segment,~~ Genie ~~Retail~~Solar ~~Energy~~is ~~International,~~constructing orcommunity ~~GRE~~solar ~~International,~~array ~~which~~projects ~~supplied~~in ~~electricity~~Lansing ~~to residential~~ and ~~small business customers in Scandinavia. However~~Perry, asNew ~~result~~York ofwhere ~~volatility in the energy market in Europe, in the third quarter of 2022,~~ we ~~decided~~lease to20 ~~discontinue~~acres ~~the operations of Lumo Energia Oyj ("Lumo Finland")~~ and ~~Lumo~~15 ~~Energi~~acres ABof ~~("Lumo Sweden"). In July 2022~~land, ~~the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden for a gross aggregate amount of €41~~respectively.1 million (equivalent to approximately $41.4 million at the dates of the transactions) before fees and other costs. The sale price is being settled monthly based on the monthly commodity volume specified in the instruments from September 2022 to March 2025. ~~The Company also entered into a series of transactions to transfer the customers of Lumo Finland and Lumo Sweden to other suppliers.~~

WeGenie ~~determined~~Solar ~~that~~owns ~~the discontinued operations in Finland~~ and ~~Sweden~~operates ~~represented~~ a ~~strategic~~portfolio ~~shift~~of ~~that~~12 ~~would~~solar arrays ~~have~~with aan ~~major~~aggregate ~~effect~~rating ~~on our operations and financial statements. We account for these businesses as discontinued operations and accordingly, present the results~~ of ~~operations and related cash flows as discontinued operations for all periods presented~~9.4 ~~Any~~megawatts ~~remaining~~located ~~assets~~in ~~and~~several ~~liabilities~~school offacilities ~~the discontinued operations are presented separately and are reflected within assets and liabilities from discontinued operations~~ in ~~the~~Ohio ~~accompanying consolidated balance sheets as of December 31, 2024~~ and ~~2023~~Michigan. ~~Lumo Finland and Lumo Sweden are continuing to liquidate their remaining receivables and settle any remaining liabilities.~~

~~On November~~Item ~~7, 2022, Lumo Finland filed a petition for bankruptcy, which was approved by the Helsinki District Court on November 9, 2022~~3. ~~The~~ ~~administration~~Legal ~~of Lumo Finland was transferred to an administrator (the "Lumo Administrator")~~Proceedings. All assets and liabilities of Lumo Finland remain with Lumo Finland, in which we retain our ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrator. Since the Company lost control of the management of Lumo Finland in favor of the Lumo Administrator, the accounts of Lumo Finland were deconsolidated effective November 9, 2022.

~~Net~~Certain ~~loss~~legal ~~from~~proceedings ~~discontinued~~in ~~operations~~which ofwe ~~Lumo~~are ~~Finland~~involved ~~and~~are ~~Lumo~~discussed in ~~Sweden~~Note 17, ~~net~~Legal ofand ~~taxes~~Regulatory ~~was~~Proceedings, ~~$2.5~~in ~~million~~the ~~and~~Notes ~~$0.4~~to ~~million for~~Consolidated ~~the~~Financial ~~years~~Statements ~~ended~~in ~~December~~this ~~31,~~Annual ~~2024~~Report ~~and~~on Form ~~2023~~10-K, ~~respectively~~which is incorporated by reference.

~~Following~~Item ~~the~~4. ~~discontinuance~~Mine ofSafety operations of Lumo Finland and Lumo Sweden, GRE International ceased to be a segment and the remaining assets and liabilities and the results of continuing operations of GRE internal were combined with corporateDisclosures.

Not On November 8, 2023, the Lumo Administrator, acting on behalf of the 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 it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35applicable.2 million (equivalent to $36.6 million as of December 31, 2024) 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 $5.0 million as of December 31, 2024), 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 $41.6 million as of December 31, 2024). We believe that the Lumo Administrator's position is without merit, and we are vigorously defending our position.

WePart are also notified that the Lumo Administrator 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 $4.4 million as of December 31, 2023) prior to the bankruptcy. The Lumo Administrator has also filed a recovery claim jointly against us and the supplier amounting to €1.6 million (equivalent to $1.7 million as of December 31, 2023) 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 Administrator alleges 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. II

Item We5. ~~believe~~Market ~~that the maximum exposure~~ for ~~these~~Registrant’s ~~cases~~Common ~~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~~Equity, we ~~expect~~Related ~~those~~Stockholder ~~claims~~Matters ~~to be in the range of €2.0 million~~ and ~~€4.0~~Issuer ~~million.~~Purchases ~~Although we do not believe that we are legally obligated to pay anything, given the likelihood~~ of ~~negotiating~~Equity ~~a settlement to minimize further costs of challenging the claims, we recognized an estimated loss of €2~~Securities.5 million (equivalent to $2.6 million at the date of the transaction) recorded in the fourth quarter of 2024. The estimated loss is included in the loss from discontinued operations, net account in the consolidated statement of operations for the year ended December 31, 2024.

27Our Class B common stock trades on the New York Stock Exchange under the symbol “GNE”.

~~Discontinued~~On April U27, 2026, there were 287 holders of record of our Class B common stock and 1 holder of record of our Class A common stock.K Howard Jonas has voting dispositive power over 1,574,326 shares of Class A common stock. ~~Operations~~These numbers do not include the number of persons whose shares are in nominee or in “street name” accounts through brokers. On April 27, 2026, the last sales price reported on the New York Stock Exchange for the Class B common stock was $13.79 per share.

OnAdditional ~~November~~information ~~29,~~regarding ~~2021~~dividends ~~Orbit~~required ~~Energy~~by ~~Limited ("Orbit"),~~this aitem ~~subsidiary~~is ofincorporated ~~the~~by ~~Company~~reference ~~which~~from ~~operated~~the inManagement’s ~~United~~Discussion ~~Kingdom~~and ~~was declared~~Analysis ~~insolvent~~section ~~and~~in ~~its customers~~Item ~~were~~7 ~~transferred~~ to aPart ~~“supplier~~II ofand ~~last~~Note ~~resort.”~~14 ~~Effective December 1, 2021, the administration of Orbit was transferred~~ to ~~a third party administrator (~~the ~~"Orbit~~Consolidated ~~Administrator").~~Financial ~~The~~Statements ~~accounts~~in ofItem ~~Orbit~~8 ~~were~~to ~~deconsolidated~~Part ~~from~~II ~~those~~ of ~~the~~this ~~Company~~Annual ~~effective December 1, 2021~~Report.

The Weinformation ~~determined~~required ~~that~~by ~~the~~Item ~~discontinued~~201(d) ~~operations~~ of ~~Orbit~~Regulation ~~represented~~S-K awill ~~strategic~~be ~~shift~~contained ~~that~~in ~~would~~our ~~have~~Proxy aStatement ~~major~~for ~~effect on~~ our ~~operations~~Annual ~~and~~Stockholders ~~financial statements. Since the appointment of the Orbit Administrator~~Meeting, which we ~~accounted~~will ~~Orbit's business~~file aswith ~~discontinued operations and accordingly, have presented~~ the ~~results~~Securities ~~of operations~~ and ~~related~~Exchange ~~cash~~Commission ~~flows as discontinued operations. Any remaining assets and liabilities of the discontinued operations have been presented separately, and are reflected~~ within ~~assets~~120 ~~and~~days ~~liabilities~~after ~~from discontinued operations in our consolidated balance sheets as of~~ December 31, ~~2024 and 2023. Since the Company lost control of the management of Orbit in favor of the Orbit Administrator~~2025, ~~the~~and ~~accounts~~which ofis ~~Orbit~~incorporated ~~were deconsolidated effective December~~by 1,reference ~~2021~~herein.

Performance ~~On November~~Graph ~~28, 2023, the administration~~ of ~~Orbit ceased and the control of Orbit reverted back to the Company from the Orbit Administrator. The accounts of Orbit were consolidated with those of the Company effective November 28, 2023.~~ Stock

~~Genie~~The ~~Retail~~line ~~Energy~~graph below compares the cumulative total stockholder return on our Class B common stock with the cumulative total return of the New York Stock Exchange Composite Index and the Dow Jones US Utilities Index for the period beginning December 31, 2020 and ending December 31, 2025. The graph and table assume that $100 was invested December 31, 2020 with the cumulative total return of the NYSE Composite Index and the Dow Jones US Utilities Index, and that all dividends were reinvested. Cumulative total stockholder returns for our Class B common stock, NYSE Composite Index and the Dow Jones US Utilities Index are based on our fiscal year.

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, Rhode Island, Texas and Washington, D.C. GRE’s revenues represented approximately 94.9% and 97.3% of our consolidated revenues in the years ended December 31, 2024 and 2023, respectively. 25

28 Table of Contents

~~GRE’s~~Issuer ~~cost~~Purchases of ~~revenues~~Equity consists primarily of natural gas and electricity purchased for resale. Certain of GRE’s REPs are party to an Amended and Restated Preferred Supplier Agreement with BP Energy Company, or BP, which is in effect through November 30, 2023. Those REPs’ ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants.Securities

AsThe anfollowing ~~operator~~table ofprovides ~~REPs,~~information ~~GRE does not own electrical power generation, transmission, or distribution facilities, or natural gas production, pipeline or distribution facilities. Instead, GRE’s REPs contract~~ with ~~various~~respect ~~pipeline~~to ~~and~~purchases ~~distribution~~by ~~companies~~us ~~for~~of ~~natural~~our ~~gas~~shares ~~pipeline,~~during ~~storage~~the ~~and~~fourth ~~transportation~~quarter ~~services, and utilizes NYISO, PJM, ISO New England and MISO for electric transmission and distribution. GRE’s cost~~ of ~~revenues~~the ~~includes~~year ~~scheduling~~ended December ~~costs~~31, ~~ISO fees, pipeline costs and utility service charges for the purchase of these services~~2025.

For risk management purposes, GRE’s REPs utilize put and call options and swaps as hedges against unfavorable fluctuations in market prices of electricity and natural gas and to reduce exposure from price fluctuations. The put and call options and swaps are recorded at fair value as a current asset or liability and any changes in fair value are recorded in cost of revenues. The impact of these options and swaps on cost of revenues is relatively small in comparison to the purchases of gas and electricity for resale.

Total Number of Shares Purchased as part of

Maximum Number of Shares that May Yet Be

Total Number of

Average Price

Publicly Announced

Purchased Under the

Shares Purchased

per Share

Plans or Programs

Plans or Programs ⁽¹⁾

October 1 – 31, 2025

16,758

14.84

16,758

3,574,107

November 1 - 30, 2025

123,442

14.64

123,442

3,450,665

December 1 – 31, 2025

—

3,450,665

Total

140,200

14.67

~~The~~(1) ~~electricity~~Under ~~transmission~~our ~~and~~existing ~~distribution~~stock ~~operators~~repurchase ~~perform~~program, ~~real-time~~approved ~~load~~by ~~balancing~~our ~~for~~Board ~~each~~ of ~~the~~Directors ~~electrical~~on ~~power~~March ~~grids in which GRE’s REPs operate. Similarly~~11, ~~the utility or the local distribution company~~2013, orwe ~~LDC,~~were ~~performs~~authorized ~~load balancing for each of the natural gas markets in which GRE’s REPs operate. Load balancing ensures that the amount of electricity and natural gas that GRE’s REPs purchase is equal~~ to ~~the~~repurchase ~~amount~~up ~~necessary~~ to ~~service~~an ~~their~~aggregate ~~customers’~~of ~~demands at any specific point in time~~7.0 ~~GRE’s~~million ~~REPs~~shares ~~manage the differences between the actual electricity and natural gas demands~~ of ~~its~~our ~~customers~~Class ~~and~~B ~~its~~common bulk or block purchases by buying and selling in the spot market, and through monthly cash settlements and/or adjustments to futures deliveries in accordance with the load balancing performed by utilities, LDCs, and electricity transmission and distribution operatorsstock. ~~Suppliers and the LDC’s charge or credit GRE for balancing the electricity and natural gas purchased and sold for its account.~~

Local utilities generally meter and deliver electricity and natural gas to GRE’s REPs' customers. The local utilities also provide billing and collection services on GRE’s REPs behalf for most of customers and certain local utilities offer purchase of receivables, or POR, programs. GRE’s REPs receive the proceeds less the utility’s fees for purchase of receivables billing and other ancillary services, where applicable. 26

~~Volatility~~ Table ~~in the electricity and natural gas markets affects the wholesale cost~~ of the electricity and natural gas that GRE’s REPs sell to customers. GRE’s REPs may not always choose to pass along increases in costs to their customers for various reasons including competitive pressures and for overall customer satisfaction. In addition, GRE’s REPs offer fixed rate products or guaranteed pricing and may be unable to change their sell rates offered to fixed rate and guaranteed pricing customers in response to volatility in the prices of the underlying commodities. This can adversely affect GRE’s gross margins and results of operations. Alternatively, increases in GRE’s REPs rates charged to customers may lead to increased customer churn. Contents

~~GRE’s~~Item ~~REPs’ selling expense consists primarily of sales commissions paid to independent agents and marketing costs, which are the primary costs associated with the acquisition of customers~~6. ~~Selling, general and administrative expenses include compensation, benefits, utility fees for billing and collection, professional fees, rent and other administrative costs.~~[Reserved]

~~Seasonality~~Item 7. Management’s Discussion and ~~Weather;~~Analysis ~~Climate~~of ~~Change~~Financial Condition and Results of Operations.

~~The~~This ~~weather~~Annual ~~and~~Report ~~the~~contains ~~seasons,~~forward-looking ~~among~~statements ~~other~~within ~~things,~~the ~~affect~~meaning ~~GRE’s~~of ~~REPs’~~Section ~~revenues.~~27A ~~Weather~~of ~~conditions have a significant impact on~~ the ~~demand~~Securities ~~for~~Act ~~natural~~of ~~gas~~1933 ~~used for heating~~ and ~~electricity~~Section ~~used~~21E ~~for~~of ~~heating~~the ~~and~~Securities ~~cooling.~~Exchange ~~Typically,~~Act ~~colder~~of ~~winters increase demand for natural gas and electricity~~1934, ~~and~~as ~~hotter~~amended ~~summers~~(the ~~increase~~"Exchange ~~demand~~Act") ~~for~~including ~~electricity.~~statements ~~Milder~~that ~~winters~~contain ~~and/or summers have~~ the ~~opposite~~words ~~effect. Unseasonable temperatures in other periods may also impact demand levels. Potential changes in global climate may produce~~“believes,” ~~among other possible conditions~~“anticipates,” ~~unusual variations in temperature and weather patterns~~“expects,” ~~resulting in unusual weather conditions~~“plans,” ~~more~~“intends” ~~intense, frequent~~ and ~~extreme~~similar ~~weather~~words ~~events~~ and ~~other natural disasters~~phrases. ~~Some~~These ~~climatologists~~forward-looking ~~believe~~statements ~~that~~are ~~these~~subject ~~extreme~~to ~~weather~~risks ~~events will become more common~~ and ~~more~~uncertainties ~~extreme,~~that ~~which~~could ~~will~~cause ~~have~~actual aresults ~~greater~~to ~~impact~~differ onmaterially ~~our~~from ~~operations. Natural gas revenues typically increase in~~ the ~~first~~results ~~quarter~~projected ~~due to increased heating demands and electricity revenues typically increase~~ in ~~the~~any ~~third~~forward-looking ~~quarter due to increased air conditioning use~~statement. ~~Approximately~~In ~~43.0%, 48.1%~~addition ~~and~~to ~~39.7% of GRE’s natural gas revenues for~~ the ~~relevant~~factors ~~years~~specifically ~~were~~noted ~~generated~~ in the ~~first~~forward-looking ~~quarter of 2024~~statements, ~~2023~~ ~~and~~other ~~2022~~important factors, ~~respectively,~~ ~~when~~risks ~~demand~~and ~~for~~uncertainties ~~heating~~that ~~was~~could ~~highest.~~result ~~Although~~in ~~the~~those ~~demand~~differences ~~for~~include, ~~electricity~~but isare not aslimited ~~seasonal~~to, asthose ~~natural~~discussed ~~gas~~under ~~(due,~~Item in1A ~~part,~~ to ~~usage~~Part ofI ~~electricity~~“Risk ~~for~~Factors” ~~both~~in ~~heating~~this ~~and~~Annual ~~cooling), approximately 28~~Report.~~7%, 32.5%~~ ~~and~~The ~~30.5%~~forward-looking ofstatements ~~GRE’s~~are ~~electricity~~made ~~revenues~~as ~~for 2024, 2023 and~~of ~~2022, respectively, were generated in~~ the ~~third~~date ~~quarters~~ of ~~those~~this ~~years.~~Annual ~~GRE’s REPs’~~Report, ~~revenues~~ and ~~operating~~we ~~income~~assume ~~are~~no ~~subject~~obligation to ~~material~~update ~~seasonal~~the ~~variations~~forward-looking statements, ~~and~~or ~~the~~to ~~interim~~update ~~financial~~the ~~results~~reasons ~~are~~why ~~not~~actual ~~necessarily~~results ~~indicative~~could ofdiffer ~~the~~from ~~estimated~~those ~~financial~~projected ~~results~~in ~~for~~ the ~~full~~forward-looking ~~year~~statements. In ~~addition,~~Investors ~~extraordinary~~should ~~weather~~consult ~~has~~all ~~and~~of ~~can~~the ~~lead~~information toset ~~extreme~~forth ~~spikes~~ in ~~the~~this ~~prices~~report ofand ~~wholesale~~the ~~electricity~~other ~~and~~information ~~natural~~set ~~gas~~forth infrom ~~markets~~time ~~where~~to ~~GRE~~time ~~and~~in ~~other~~our ~~retail~~reports ~~providers~~filed ~~purchase~~with ~~their~~the ~~supply,~~Securities orand inExchange ~~challenges~~Commission pursuant to the ~~grid~~Securities orAct ~~supply~~of ~~markets~~1933 inand ~~affected~~the ~~areas.~~Exchange ~~Such~~Act, ~~events~~including ~~could~~our ~~have~~reports ~~material impact~~ on ~~our~~Forms ~~margins~~10-Q and ~~operations~~8-K.

The Infollowing ~~addition~~discussion toshould ~~the~~be ~~direct~~read ~~physical~~in ~~impact~~conjunction ~~that~~with ~~climate change may have on our business, financial condition and results of operations because of~~ the ~~effect~~Consolidated onFinancial ~~pricing,~~Statements ~~demand for our offerings~~ and~~/or~~ ~~the~~Notes ~~energy~~thereto ~~supple~~included ~~markets,~~in weItem ~~may~~8 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~~this ~~energy~~Annual ~~products and services~~Report.

29Restatement of Previously Issued Consolidated Financial Statements

~~Purchase~~The ofCompany ~~Receivables~~has restated its previously issued Consolidated Financial Statements contained in this Annual Report on Form 10-K. Refer to the "Explanatory Note" preceding Item 1, Business, for background on the Restatement, the fiscal periods impacted, control considerations and other information.

~~Utility companies~~In ~~offer purchase of receivables~~addition, ~~or POR, programs in most of the service territories in which~~ we ~~operate. GRE’s REPs reduce~~have ~~their~~restated ~~customer~~certain ~~credit~~previously ~~risk~~reported byfinancial ~~participating~~information inat ~~POR~~December ~~programs for a majority of their receivables. In addition to providing billing and collection services~~31, ~~utility~~2024 ~~companies purchase those REPs’ receivables~~ and ~~assume~~for ~~all credit risk without recourse to those REPs. GRE’s REPs’ primary credit risk in these jurisdictions is therefore nonpayment by~~ the ~~utility~~fiscal ~~companies. In the~~ years ended December 31, 2024, and 2023 ~~and~~in ~~2022~~this Item 7, ~~the~~Management's ~~associated~~Discussion ~~cost~~and ~~was~~Analysis ~~approximately~~of ~~1.2%~~Financial ~~,0.9%~~Condition and ~~1.1%~~Results of ~~GRE's revenue~~ Operations, ~~respectively. At December~~including ~~31,~~but ~~2024 and~~not ~~2023, 83.6%~~limited ~~and~~to ~~84.4%~~information ~~of GRE’s net~~within ~~accounts~~the ~~receivable~~Results ~~were~~of ~~under~~Operations ~~POR~~and ~~programs,~~Liquidity ~~respectively~~and Capital Resources.

~~Concentration~~See Note 1 — Restatement of ~~Customers~~Previously Issued Consolidated Financial Statements and ~~Associated~~Note ~~Credit~~21 ~~Risk~~— Quarterly Financial Data (Unaudited), in Item 8, Financial Statements and Supplementary Data, for additional information related to the Restatement, including descriptions of the misstatements and the impacts on our Consolidated Financial Statements.

GRE’s REPs reduce their customer credit risk by participating in purchase of receivable programs for a majority of their receivables. In addition to providing billing and collection services, some utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs for those purchased receivables. GRE’s REPs primary credit risk with respect to those purchased receivables is therefore nonpayment by the utility companies. Certain of the utility companies represent significant portions of our consolidated revenues and consolidated gross trade accounts receivable balance during certain periods, and such concentrations increase our risk associated with nonpayment by those utility companies.Overview

~~The~~We ~~following~~are ~~table~~comprised ~~summarizes~~of Genie Retail Energy ("GRE") and Genie Renewables ("GREW"). Prior to the ~~percentage~~third quarter of ~~consolidated~~2022, ~~trade~~we ~~receivable~~had bya ~~customers~~segment, ~~that~~Genie ~~equal~~Retail Energy International, or ~~exceed~~GRE 10International, which supplied electricity to residential and small business customers in Scandinavia.0% In the third quarter of ~~consolidated~~2022, ~~net~~we ~~trade~~discontinued ~~receivables~~the atoperations ~~December~~of Lumo ~~31,~~Finland ~~2024~~and Lumo Sweden, and ~~2023~~GRE ~~(no~~International ~~other~~ceased ~~single~~to ~~customer~~be ~~accounted~~a ~~for~~segment ~~10.0%~~and orthe remaining ~~greater~~assets ofand ~~our~~liabilities ~~consolidated~~and ~~net~~results ~~trade~~of ~~receivable~~any ascontinuing operations of ~~December~~GRE ~~31,~~International ~~2024~~were ~~and~~combined ~~2023)~~with corporate.

	December 31,
	2024			2023
Customer A		13.2	%		21.4	%

GRE owns and operates retail energy providers ("REPs"), including IDT Energy, Residents Energy, Town Square Energy ("TSE"), Southern Federal, Evergreen and Mirabito Natural Gas. GRE's REPs' businesses resell electricity and natural gas primarily to residential and small business customers, with the majority of the customers in the Midwestern and Eastern United States and Texas.

~~na—less~~GREW holds a ~~than~~95.5% 10interest in Genie Solar, an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects, a 93.08% interest in CityCom Solar, a marketer of ~~consolidated~~community ~~net~~solar ~~trade~~and ~~receivables~~alternative products and services complementary to our energy offerings, a 91.5% interest in Diversegy, an energy procurement advisor for industrial, commercial and municipal customers and a 72.2% interest Roded, a producer of high-grade plastic pallets from recycle materials.

The following table summarizes the percentage of consolidated revenues from customers that equal or exceed 10% or greater of the Company’s consolidated revenues in the period (no other single customer accounted for more than 10% of consolidated revenues in these periods): 27

	Year ended December 31,
	2024			2023			2022
Customer A		20.0	%		19.5	%		na
Customer B		na			na			10.1	%

Table of Contents

~~na—less than~~Discontinued ~~10.0%~~Operations ~~of consolidated revenues~~ in ~~the~~Finland ~~period~~and Sweden

30As result of volatility in the energy market in Europe, in the third quarter of 2022, we decided to discontinue the operations of Lumo Energia Oyj ("Lumo Finland") and Lumo Energi AB ("Lumo Sweden"). In July 2022, the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden. The sale price was settled monthly based on the monthly commodity volume specified in the instruments from September 2022 to March 2025.

~~Legal~~We ~~Proceedings~~account for these businesses as discontinued operations and accordingly, present the results of operations and related cash flows as discontinued operations for all periods presented. Any remaining assets and liabilities of the discontinued operations are presented separately and are reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of December 31, 2025 and 2024. Lumo Finland and Lumo Sweden are continuing to liquidate their remaining receivables and settle any remaining liabilities.

On November ~~Although~~7, ~~GRE~~2022, ~~endeavors~~Lumo Finland filed a petition for bankruptcy, which was approved by the Helsinki District Court on November 9, 2022. The administration of Lumo Finland was transferred to ~~maintain~~the ~~best~~Lumo ~~sales~~Administrators. All assets and ~~marketing~~liabilities ~~practices~~of Lumo Finland remain with Lumo Finland, ~~such~~in ~~practices~~which ~~have~~we ~~been~~retain our ownership interest, however, the ~~subject~~management and control of ~~certain~~Lumo Finland ~~class~~were ~~action~~transferred ~~lawsuits~~to the Lumo Administrator. Since the Company lost control of the management of Lumo Finland in favor of the ~~past~~Lumo Administrator, the accounts of Lumo Finland were deconsolidated effective November 9, 2022.

~~See~~Net ~~Notes~~income ~~16,~~from discontinued operations ~~Legal~~of Lumo Finland and ~~Regulatory~~Lumo ~~Proceedings~~Sweden, net of taxes was in$4.2 million and $0.4 million for the ~~Notes~~years toended ~~Consolidated~~December ~~Financial~~31, ~~Statements~~2025 inand 2023, ~~this~~respectively. ~~Annual~~Net ~~Report~~income onloss discontinued operations ~~Form~~of ~~10-K~~Lumo Finland and Lumo Sweden, ~~which~~net isof ~~incorporated~~taxes bywas ~~reference~~$2.5 for the year ended December 31, 2024.

~~Agency~~Following the discontinuance of operations of Lumo Finland and ~~Regulatory~~Lumo ~~Proceedings~~Sweden, GRE International ceased to be a segment and the remaining assets and liabilities and the results of continuing operations of GRE internal were combined with corporate.

~~From~~On ~~time~~November to8, ~~time~~2023, the ~~Company~~Lumo Administrator, ~~responds~~acting toon ~~inquiries~~behalf orof ~~requests~~the ~~for~~Lumo ~~information~~Finland orBankruptcy ~~materials~~Estate, ~~from~~filed ~~public~~a ~~utility~~claim ~~commissions~~in orthe ~~other~~District ~~governmental~~Court ~~regulatory~~of orHelsinki ~~law~~against ~~enforcement~~Genie ~~agencies~~Nordic, its ~~related~~directors, toofficers ~~investigations~~and ~~under~~affiliates, ~~statutory~~in orwhich ~~regulatory~~it ~~schemes.~~alleges ~~The~~that ~~Company~~the ~~cannot~~gain ~~predict~~from ~~whether~~the ~~any~~sale of ~~those~~swap ~~matters~~instruments ~~will~~owned ~~lead~~by Lumo Sweden amounting to ~~claims~~€35.2 million or(equivalent ~~enforcement~~to ~~actions~~$41.3 million oras ~~whether~~of ~~the~~December ~~Company~~31, ~~and~~2025) ~~the~~belongs ~~regulatory~~to ~~parties~~the ~~will~~Bankruptcy ~~enter~~Estate. ~~into~~The ~~settlements~~Bankruptcy ~~before~~Estate afiled ~~formal~~an additional claim iswith ~~made. See~~the ~~Note~~District Court on 15May 27, 2024 ~~Legal~~against ~~and~~Lumo Sweden ~~Regulatory~~for ~~Proceedings~~€4.8 million (equivalent to $5.6 million as of December 31, 2025), also alleging that the gain from the sale of the swap instruments belongs to the Bankruptcy inEstate, bringing the ~~Notes~~ aggregate sum of claims related to ~~Consolidated~~the ~~Financial~~gain ~~Statements in~~from ~~this~~sale ~~Annual~~of ~~Report~~swap oninstruments to ~~Form~~€40.0 million ~~10-K,~~(equivalent ~~which~~to is$46.9 million ~~incorporated~~as byof December ~~reference~~31, ~~for~~2025). ~~further~~We ~~detail~~believe onthat ~~agency~~the Lumo Administrator's position is without merit, and ~~regulatory~~we ~~proceedings~~are vigorously defending our position.

~~CRITICAL~~We ~~ACCOUNTING~~have ~~POLICIES~~also been notified that the Lumo Administrator 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 $4.9 million as of December 31, 2025) prior to the bankruptcy. Related to such payment, the Lumo Administrator has also filed a recovery claim jointly against us and the supplier for €1.6 million (equivalent to $1.9 million as of December 31, 2025) alleging that a portion of the payment by Lumo Finland effectively reduced our liability under the terms of a previously supplied parental guarantee (this €1.6 million is included within and not additive to the €4.2 million). The Lumo Administrator alleges that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland. We intend to challenge the Lumo Administrators' claims. Nevertheless, should the Lumo Administrators succeed in clawing back the funds from the supplier, it is possible that the supplier will seek to recover its losses against us, under terms of the parental guarantee. At this time there is insufficient basis to assess an amount of any probable loss.

~~Our~~We ~~financial~~believe ~~statements~~that ~~and~~the ~~accompanying~~maximum ~~notes~~exposure ~~are~~for ~~prepared~~these incases ~~accordance~~would ~~with~~likely ~~accounting~~be ~~principles~~limited ~~generally~~by ~~accepted in~~ the ~~United~~potential ~~States~~amount of ~~America,~~the orcustomers' ~~U.S.~~claims ~~GAAP.~~in ~~The~~the ~~preparation~~bankruptcy ofcase. ~~financial~~Based ~~statements~~on ~~requires~~the ~~management~~progress tomade ~~make~~in ~~estimates~~assessing ~~and~~those ~~assumptions that affect the reported amounts of assets~~claims, we ~~liabilities,~~expect ~~revenue~~those ~~and~~claims ~~expenses~~to asbe ~~well~~in as the ~~disclosure~~range of ~~contingent~~€2.0 ~~assets~~million ~~and~~to ~~liabilities~~€4.0 ~~Critical~~million. ~~accounting~~Although ~~policies~~we ~~are~~do ~~those~~not believe that ~~require~~we ~~application~~are oflegally ~~management’s~~obligated ~~most~~to ~~subjective~~pay oranything ~~complex~~in ~~judgments,~~respect ~~often as a result~~ of ~~matters~~the ~~that~~claims, ~~are~~given ~~inherently~~the ~~uncertain~~likelihood ~~and~~of ~~may~~negotiating ~~change~~a insettlement ~~subsequent~~to ~~periods.~~minimize ~~Our~~further ~~critical~~costs ~~accounting~~of ~~policies~~challenging ~~include those related to~~ the ~~allowance~~claims, ~~for~~we ~~doubtful~~recognized ~~accounts,~~an ~~goodwill~~estimated ~~and~~loss ~~income taxes~~of €2.5 million ~~Management~~(equivalent ~~bases~~to ~~its~~$2.6 ~~estimates~~million ~~and~~at ~~judgments~~the ondate ~~historical~~of ~~experience~~the ~~and~~transaction) ~~other~~recorded ~~factors~~in ~~that~~the ~~are~~fourth ~~believed~~quarter toof ~~be reasonable under the circumstances~~2024. ~~Actual~~The ~~results~~estimated ~~may~~loss ~~differ~~is ~~from~~included ~~these estimates~~ under loss ~~different~~from ~~assumptions~~discontinued oroperations, ~~conditions.~~net in ~~See Note 1 to~~ the ~~Consolidated~~consolidated ~~Financial~~statement ~~Statements~~of inoperations ~~this Annual Report~~ for athe ~~complete~~year ~~discussion~~ended ofDecember ~~our~~31, ~~significant accounting policies~~2024.

~~Revenue Recognition~~ 28

~~Revenues~~ Table ~~from the Sale~~ of ~~Electricity and Natural Gas~~Contents

~~Revenue~~Genie ~~from~~Retail the single performance obligation to deliver a unit of electricity and/or natural gas is 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 revenue is estimated each month based on available per day usage data, the number of unbilled days in the period and historical trends. Energy

~~Many~~GRE ~~utility~~operates ~~companies~~REPs inthat ~~the~~resell ~~U.S.~~electricity ~~offer purchase of receivable,~~ and/or ~~POR,~~natural ~~programs~~gas into ~~most~~residential ofand ~~the~~small ~~service~~business ~~territories~~customers in ~~which~~nineteen westates ~~operate,~~ and Washington D.C. GRE’s ~~REPs~~revenues ~~participate~~represented ~~in POR programs for a majority of their receivables~~approximately 95.3%, ~~We estimate variable consideration related to our rebate programs using the expected value method~~ 94.9% and ~~a portfolio approach~~95.6% ~~Our~~of ~~estimates~~our ~~related~~consolidated torevenues ~~rebate~~in ~~programs are based on~~ the ~~terms~~years ofended December ~~the~~31, ~~rebate program~~2025, ~~the~~2024 ~~customer’s historical electricity~~ and ~~natural gas consumption~~2023, ~~the customer’s rate plan, and a churn factor~~respectively. ~~Taxes that are imposed on our sales and collected from customers are excluded from the transaction price.~~

WeGRE’s ~~recognize~~cost ~~the incremental costs~~ of ~~obtaining~~revenues aconsists ~~contract~~primarily ~~with~~of anatural ~~customer~~gas asand anelectricity ~~asset~~purchased iffor itresale. ~~expects~~Certain ~~the benefit~~ of ~~those~~GRE’s ~~costs~~REPs are party to bean ~~longer~~Amended ~~than~~and ~~one~~Restated ~~year.~~Preferred WeSupplier ~~determined~~Agreement ~~that~~with ~~certain~~BP ~~sales~~Energy ~~commissions~~Company, toor ~~acquire~~BP, ~~customers~~which ~~meet~~is ~~the~~in ~~requirements~~effect tothrough beNovember ~~capitalized. For GRE~~30, we2026. ~~apply~~Those aREPs’ ability ~~practical expedient~~ to ~~expense~~purchase ~~costs~~electricity asand ~~incurred~~natural ~~for~~gas ~~sales~~under ~~commissions~~this toagreement ~~acquire~~is ~~customers~~subject asto ~~the~~satisfaction ~~period~~of ~~would~~certain ~~have~~conditions ~~been~~including ~~one~~the ~~year~~maintenance orof ~~less~~certain covenants.

31As an operator of REPs, GRE does not own electrical power generation, transmission, or distribution facilities, or natural gas production, pipeline or distribution facilities. Instead, GRE’s REPs contract with various pipeline and distribution companies for natural gas pipeline, storage and transportation services, and utilizes NYISO, PJM, ISO New England and MISO for electric transmission and distribution. GRE’s cost of revenues includes scheduling costs, ISO fees, pipeline costs and utility service charges for the purchase of these services.

~~Revenues~~The ~~from~~electricity ~~Solar~~transmission ~~Panels~~and distribution operators perform real-time load balancing for each of the electrical power grids in which GRE’s REPs operate. Similarly, the utility or the local distribution company, or LDC, performs load balancing for each of the natural gas markets in which GRE’s REPs operate. Load balancing ensures that the amount of electricity and natural gas that GRE’s REPs purchase is equal to the amount necessary to service their customers’ demands at any specific point in time. GRE’s REPs manage the differences between the actual electricity and natural gas demands of its customers and its bulk or block purchases by buying and selling in the spot market, and through monthly cash settlements and/or adjustments to futures deliveries in accordance with the load balancing performed by utilities, LDCs, and electricity transmission and distribution operators. Suppliers and the LDC’s charge or credit GRE for balancing the electricity and natural gas purchased and sold for its account.

~~Our~~Local ~~revenues~~utilities ~~from~~generally ~~sales~~meter ofand ~~solar~~deliver ~~panels~~electricity ~~are~~and ~~recognized~~natural atgas ato ~~point~~GRE’s inREPs' ~~time~~customers. ~~following~~The ~~the~~local ~~transfer~~utilities ofalso ~~control~~provide ofbilling ~~the~~and ~~solar~~collection ~~panels~~services toon ~~the~~GRE’s ~~customer,~~REP's ~~which~~behalf ~~typically~~for ~~occurs~~most ~~upon shipment or delivery depending on the terms~~ of ~~the~~our ~~underlying contracts~~customers. ~~For~~Certain ~~sales~~local ~~contracts~~utilities ~~that~~offer ~~contain~~purchase ~~multiple~~of ~~performance obligations~~receivables, ~~such as the shipment~~ or ~~delivery~~POR, ofprograms. ~~solar~~GRE’s ~~modules,~~REPs wereceive ~~allocate~~ the ~~transaction~~proceeds ~~price~~less ~~to each performance obligation identified in~~ the ~~contract~~utility’s ~~based~~fees onfor ~~relative~~purchase ~~standalone selling prices, or estimates~~ of ~~such~~receivables ~~prices,~~billing and ~~recognize~~other ~~the~~ancillary ~~related revenue as control of each individual product is transferred to the customer~~services, inwhere ~~satisfaction of the corresponding performance obligations~~applicable.

~~Revenues~~Volatility ~~from~~in ~~Solar~~the ~~Projects~~electricity and natural gas markets affects the wholesale cost of the electricity and natural gas that GRE’s REPs sell to customers. GRE’s REPs may not always choose to pass along increases in costs to their customers for various reasons including competitive pressures and for overall customer satisfaction. In addition, GRE’s REPs offer fixed rate products or guaranteed pricing and may be unable to change their sell rates offered to fixed rate and guaranteed pricing customers in response to volatility in the prices of the underlying commodities. This can adversely affect GRE’s gross margins and results of operations. Alternatively, increases in GRE’s REPs rates charged to customers may lead to increased customer churn.

GRE’s ~~Genie~~REPs’ ~~Solar~~selling ~~enters~~expense ~~into~~consists ~~contracts~~primarily toof ~~identify,~~sales ~~develop,~~commissions ~~and~~paid ~~in some cases operate solar generation sites~~ to ~~provide~~independent ~~solar~~agents ~~electricity to customers. Solar project contracts consist of a series of tasks~~ and ~~components~~marketing ~~and~~costs, ~~accordingly~~which are accounted for as multiple performance obligations. Because our performance creates and enhances assets that are controlled by, and specific to, customers, we recognize construction services revenue over time. Revenue for these performance obligations is recognized using the ~~input~~primary ~~method~~costs ~~based~~associated onwith the ~~cost~~acquisition ~~incurred as a percentage~~ of ~~total estimated contract costs~~customers. ~~Due~~Selling, togeneral ~~the~~and ~~significance~~administrative ofexpenses ~~the~~include ~~costs~~compensation, ~~associated~~benefits, ~~with~~utility ~~solar~~fees ~~panels~~for tobilling ~~the~~and ~~total project~~collection, ~~our~~professional ~~judgment~~fees, onrent ~~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~~other ~~costs~~administrative ~~related to contract performance~~costs.

~~Solar~~Seasonality ~~Energy~~and ~~Generation~~Weather; Climate Change

~~Energy~~The ~~generation~~weather ~~revenue~~and isthe ~~earned~~seasons, ~~from~~among ~~both~~other things, affect GRE’s REPs’ revenues. Weather conditions have a significant impact on the ~~sale~~demand offor natural gas used for heating and electricity ~~generated~~used ~~from~~for ~~solar~~heating ~~projects~~and cooling. Typically, colder winters increase demand for natural gas and electricity, and hotter summers increase demand for electricity. Milder winters and/or summers have the ~~sale~~opposite ofeffect. ~~renewable~~Unseasonable temperatures ~~energy~~in ~~credits~~other periods may also impact demand levels. ~~Revenue~~Potential ~~from~~changes ~~energy~~in ~~generation~~global isclimate ~~recognized~~may ~~when~~produce, weamong ~~satisfy~~other ~~the~~possible ~~performance~~conditions, ~~obligation~~unusual variations in temperature and weather patterns, resulting in unusual weather conditions, more intense, frequent and extreme weather events and other natural disasters. Some climatologists believe that these extreme weather events will become more common and more extreme, which ~~occurs~~will athave a greater impact on our operations. Natural gas revenues typically increase in the ~~time~~first ofquarter due to increased heating demands and electricity revenues typically increase in the ~~delivery~~third quarter due to increased air conditioning use. Approximately 43.3%, 43.0% and 48.1% of ~~electricity~~GRE’s atnatural gas revenues for the ~~contractual~~relevant ~~rates~~years aswere ~~stipulated~~generated in the ~~power~~first ~~purchase~~quarter ~~entered~~of ~~into~~2025, 2024 ~~with~~and ~~the~~2023, respectively, ~~customers~~when demand for heating was highest. We ~~apply~~Although the demand for ~~and~~electricity ~~receive~~is ~~Solar~~not ~~Renewable~~as ~~Energy~~seasonal ~~Credit~~as natural gas (~~"SREC")~~due, in ~~certain~~part, ~~jurisdictions~~to ~~for~~usage ~~power~~of ~~generated~~electricity byfor ~~solar~~both ~~energy~~heating ~~systems~~and itcooling), ~~owns~~approximately 30.7%, 28.7% ~~There~~and ~~are~~32.5% noof ~~direct~~GRE’s ~~costs~~electricity ~~allocated~~revenues tofor ~~SRECs~~2025, ~~upon~~2024 ~~generation.~~and We2023, ~~typically~~respectively, ~~sell~~were ~~SRECs~~generated toin ~~different~~the ~~customers~~third ~~from~~quarters of those ~~purchasing~~years. GRE’s REPs’ revenues and operating income are subject to material seasonal variations, and the ~~energy.~~interim ~~The~~financial ~~sale~~results are not necessarily indicative of ~~each~~the ~~SREC~~estimated isfinancial aresults ~~distinct~~for ~~performance~~the ~~obligation~~full ~~satisfied~~year. In ataddition, aextraordinary ~~point~~weather has and can lead to extreme spikes in ~~time~~the prices of wholesale electricity and ~~the~~natural ~~performance~~gas ~~obligation~~in ~~related~~markets towhere ~~each~~GRE ~~SREC~~and isother ~~satisfied~~retail ~~when~~providers ~~each~~purchase ~~SREC~~their issupply, ~~delivered~~or in challenges to the ~~customer~~grid or supply markets in affected areas. Such events could have material impact on our margins and operations.

~~Others~~In addition to the direct physical impact that climate change may have on our business, financial condition and results of operations because of the effect on pricing, demand for our offerings and/or the energy supple 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.

Revenues from commissions from selling third-party products to customers, entry and other fees from the energy brokerage are recognized at the time the performance obligations are met. Our contracts with customers for commission revenue contain a single performance obligation and are satisfied at a point in time. 29

~~Allowance~~ Table ~~for~~of ~~Doubtful Accounts~~Contents

WePurchase ~~maintain an allowance for doubtful accounts for estimated losses that result from the inability or unwillingness~~ of our customers to make required payments. The allowance for doubtful accounts was $8.1 million at December 31, 2024 and $6.6 million at December 31, 2023. Our allowance is determined based on known troubled accounts, historical experience and other currently available evidence. Our estimates of recoverability of customer accounts may change due to new developments, changes in assumptions or changes in our strategy, which may impact our allowance for doubtful accounts balance. We continually assess the likelihood of potential amounts or ranges of recoverability and adjust our allowance accordingly, however, actual collections and write-offs of trade accounts receivable may materially differ from our estimates.Receivables

~~Goodwill~~Utility companies offer purchase of receivables, or POR, programs in most of the service territories in which we operate. GRE’s REPs reduce their customer credit risk by participating in POR programs for a majority of their receivables. In addition to providing billing and collection services, utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. GRE’s REPs’ primary credit risk in these jurisdictions is therefore nonpayment by the utility companies. In the years ended December 31, 2025, 2024 and 2023, the associated cost was approximately 1.1% ,1.0% and 0.9% of GRE's revenue, respectively. At December 31, 2025 and 2024, 86.6% and 83.6% of GRE’s net accounts receivable were under POR programs, respectively.

~~Our~~Concentration ~~goodwill~~of ~~balances~~Customers ~~were $12.7 million~~ and ~~$10.0~~Associated ~~million~~Credit at December 31, 2024 and 2023, respectively. Goodwill is not amortized since it is deemed to have an indefinite life. It is reviewed annually (or more frequently under various conditions) for impairment using a fair value approach.Risk

~~Goodwill~~GRE’s isREPs ~~the~~reduce ~~excess~~their customer credit risk by participating in purchase of ~~the~~receivable ~~acquisition~~programs ~~cost~~for a majority of ~~businesses~~their ~~over~~receivables. In addition to providing billing and collection services, some utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs for those purchased receivables. GRE’s REPs primary credit risk with respect to those purchased receivables is therefore nonpayment by the ~~fair~~utility ~~value~~companies. Certain of the ~~identifiable~~utility ~~net~~companies ~~assets~~represent ~~acquired.~~significant ~~Goodwill~~portions ~~and~~of ~~other~~our ~~indefinite~~consolidated ~~lived~~revenues ~~intangible~~and ~~assets~~consolidated ~~are~~gross ~~not~~trade ~~amortized.~~accounts ~~These~~receivable ~~assets~~balance ~~are~~during ~~reviewed~~certain ~~annually~~periods, ~~(or~~and ~~more~~such ~~frequently~~concentrations ~~under~~increase ~~various~~our ~~conditions)~~risk ~~for~~associated ~~impairment~~with ~~using~~nonpayment aby ~~fair~~those ~~value~~utility ~~approach~~companies.

The ~~fair~~following ~~value~~table ofsummarizes the ~~reporting~~percentage ~~unit~~of isconsolidated ~~estimated~~trade ~~using~~receivable ~~discounted~~by ~~cash~~customers ~~flow~~that ~~methodologies,~~equal asor ~~well~~exceed as10.0% ~~considering~~of ~~third~~consolidated ~~party~~net ~~market~~trade ~~value~~receivables ~~indicators.~~at ~~Calculating~~December ~~the~~31, ~~fair~~2025 ~~value~~and of2024 ~~the~~(no ~~reporting~~other ~~units~~single ~~requires~~customer ~~significant~~accounted ~~estimates~~for ~~and assumptions by management~~10.0% ~~Should~~or ~~the~~greater ~~estimates~~of ~~and~~our ~~assumptions~~consolidated ~~regarding~~net ~~the~~trade ~~fair~~receivable ~~value~~as of ~~the~~December ~~reporting units prove to be incorrect~~31, ~~the~~2025 ~~Company may be required to record impairments to its goodwill in future periods~~ and ~~such impairments could be material~~2024).

	December 31,
	2025		2024
Customer A		na		13.2	%

We perform our annual goodwill impairment test as of October 1. In reviewing goodwill for impairment, we have the option, for any or all of our reporting units that carry goodwill - to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is na—less than ~~its carrying amount~~10.0% If we elect to perform a qualitative assessment and determine that an impairment is more likely than not, we are then required to perform the quantitative impairment test, otherwise, no further analysis is required. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test. The ultimate outcome of ~~the~~consolidated ~~goodwill~~net ~~impairment~~trade review for a reporting unit should be the same whether we choose to perform the qualitative assessment or proceed directly to the quantitative impairment test. In each of 2024 and 2023, we elected to perform a qualitative analysis for our GRE reporting unit as of October 1. The Company determined, after performing a qualitative analysis, that there was no evidence that it is more likely than not that the fair value of the identified reporting unit was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test. receivables

The ~~determination~~following oftable summarizes the ~~fair~~percentage ~~value~~ of ~~our~~consolidated ~~reporting~~revenues ~~units~~from iscustomers ~~based on an income approach~~ that ~~utilizes~~equal ~~discounted~~or ~~cash~~exceed ~~flows for each reporting unit and other Level~~10% ~~3 inputs~~or asgreater ~~specified~~of in the ~~fair~~Company’s ~~value~~consolidated revenues ~~hierarchy~~ in ~~ASC Topic 820, Fair Value Measurements and Disclosure. Under~~ the ~~income~~period ~~approach,~~(no weother ~~determine~~single ~~fair~~customer ~~value~~accounted ~~based on the present value of the most recent cash flow projections~~ for ~~the~~more ~~reporting~~than 10% ~~unit as~~ of ~~the~~consolidated ~~date~~revenues of the analysis and calculate a terminal value utilizing a terminal growth rate. The significant assumptions under this approach include, among others: income projections, which are dependent on future sales, new customers, customer behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as the expectations of future performance and the expected future economic environment, which are partly based upon our historical experience. The estimates are subject to change given the inherent uncertainty in ~~predicting~~these ~~future results. Additionally, the discount rate and the terminal growth rate are based on judgment of the rates that would be utilized by a hypothetical market participant.~~periods):

Income Taxes

	Year ended December 31,
	2025			2024			2023
Customer A		11.2	%		20.0	%	18.5	%

Our current and deferred income taxes and associated valuation allowance are impacted by events and transactions arising in the normal course of business as well as in connection with special and non-routine items. Assessment of the appropriate amount and classification of income taxes is dependent on several factors, including estimates of the timing and realization of deferred income tax assets, the results of Internal Revenue Service audits of our federal income tax returns, and changes in tax laws or regulations. 30

~~The~~ Table valuation allowance on our deferred income tax assets was $10.3 million and $10.1 million at December 31, 2024 and 2023, respectively. We employ a tax strategy that enables us to currently deduct losses from our foreign subsidiaries against our profitable U.S. operations and we assess the realizability of deferred taxes quarterly. Because of our current projections, we concluded that we are more likely than not to utilize our deferred federal income tax assets in the foreseeable future and have released the valuation on those assets that we expect to utilize.Contents

WeLegal use a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return. We determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the appropriate taxing authority that has full knowledge of all relevant information will examine the position. Tax positions that meet the more-likely-than-not recognition threshold are measured to determine the amount of tax benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset, or an increase in a deferred tax liability. We review and adjust our liability for unrecognized tax benefits based on our best estimate and judgment given the facts, circumstances and information available at each reporting date. To the extent that the outcome of these tax positions is different from the amounts recorded, such differences may affect income tax expense and actual tax payments.Proceedings

~~RECENTLY~~Although ~~ISSUED~~GRE ~~ACCOUNTING~~endeavors ~~STANDARDS~~to maintain best sales and marketing practices, such practices have been the subject of certain class action lawsuits in the past.

~~Information~~See ~~regarding new accounting pronouncements is included in~~ Note 1 —17, Legal ~~Description of Business~~ and ~~Summary~~Regulatory ofProceedings, in ~~Significant~~the ~~Accounting~~Notes ~~Policies,~~ to ~~the~~ Consolidated Financial Statements ~~included~~ in this Annual Report on Form 10-K, which is incorporated by reference.

~~RESULTS~~Agency OFand ~~OPERATIONS~~Regulatory Proceedings

WeFrom ~~evaluate~~time ~~the~~to ~~performance~~time, ofthe ~~our~~Company ~~operating~~responds ~~business~~to ~~segments~~inquiries ~~based~~or ~~primarily~~requests onfor ~~income~~information ~~(loss)~~or materials from ~~operations~~public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes. ~~Accordingly,~~The Company cannot predict whether any of those matters will lead to claims or enforcement actions or whether the ~~income~~Company and ~~expense~~the ~~line~~regulatory ~~items~~parties ~~below~~will ~~income~~enter ~~(loss)~~into ~~from~~settlements ~~operations~~before ~~are~~a ~~only~~formal ~~included~~claim inis ~~our~~made. See ~~discussion~~Note 17, Legal ofand Regulatory Proceedings, in the Notes ~~consolidated~~to ~~results~~Consolidated ofFinancial ~~operations~~Statements in this Annual Report on Form 10-K, which is incorporated by reference, for further detail on agency and regulatory proceedings.

33CRITICAL ACCOUNTING POLICIES AND ESTIMATES

~~Year~~Our ~~Ended~~financial ~~December~~statements 31and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, ~~2024~~or ~~compared~~U.S. GAAP. The preparation of financial statements requires management to ~~Year~~make ~~Ended~~estimates ~~December~~and 31assumptions that affect the reported amounts of assets, ~~2023~~liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require application of management’s most subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Our critical accounting policies include those related to revenue recognition specifically the estimation of unbilled revenues. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. See Note 2 to the Consolidated Financial Statements in this Annual Report for a complete discussion of our significant accounting policies.

~~Genie~~Revenue ~~Retail Energy Segment~~Recognition

	Year ended December 31,				Change
(amounts in thousands)	2024		2023		$			%
Revenues:
Electricity	$	350,514	$	350,779	$	(265	)		(0.1	)%
Natural gas		52,101		55,988		(3,887	)		(6.9	)
Others		725		3,112		(2,387	)		(76.7	)
Total revenues		403,340		409,879		(6,539	)		(1.6	)
Cost of revenues		271,191		266,519		4,672			1.8
Gross profit		132,149		143,360		(11,211	)		(7.8	)
Selling, general and administrative		75,604		71,449		4,155			5.8
Income from operations	$	56,545	$	71,911	$	(15,366	)		(21.4	)

Revenue from the delivery of electricity and/or natural gas is recognized as the customer simultaneously receives and consumes the benefit.

~~Revenues~~Revenue quantity is measured by customers' meters. ~~GRE’s~~Meters ~~electricity~~are ~~revenues~~typically ~~slightly decreased in~~read ~~2024~~on ~~compared~~a non-calendar monthly basis, based on meter-reading schedules specific to ~~2023~~a customer. ~~The~~At ~~slight~~the ~~decrease~~end in of any month, there exists a quantity of electricity ~~revenues~~and ~~in 2024~~gas ~~compared~~that has been delivered to ~~2023~~customers ~~was~~but has not been captured by the meter reads. As a result, at the end of aeach ~~decrease~~month, inamounts ~~average~~of ~~price~~electricity ~~charged~~and natural gas delivered to customers ~~offset~~since bythe andate ~~increase~~of ~~in electricity~~the ~~consumption. The~~last ~~average~~meter ~~rate~~reads ~~per~~are ~~kilowatt~~estimated ~~hour~~and ~~sold~~the ~~decreased~~corresponding ~~by 3~~unbilled revenue is accrued.0% ~~in 2024 compared~~In ~~to 2023 due~~making toour ~~general~~estimates ~~market~~of ~~conditions. Electricity~~unbilled ~~consumption~~revenue, bywe ~~GRE's REPs'~~use ~~customers~~models ~~increased~~that byconsider ~~3.0%~~various infactors ~~2024~~including ~~compared~~known toamounts ~~2023.~~of ~~The~~historical ~~increase~~and inmost ~~electricity~~recent ~~consumption~~energy ~~reflected~~usage anby ~~increase~~nearly inall ~~the~~meters ~~average~~and ~~number~~estimated ofcustomer ~~meters~~rates ~~served, which~~based ~~increased~~on byprior 4and most recent billings.8% ~~in 2024~~Given ~~compared~~the touse ~~2023~~of this model, ~~partially~~and ~~offset~~that bycustomers are billed on a ~~1.7%~~monthly ~~decrease~~cycle, ~~in average electricity~~we ~~consumption~~believe ~~per~~it ~~meter~~is inunlikely ~~2024 compared~~that tomaterially ~~2023.~~different ~~The~~results ~~increase~~will occur in ~~meters served~~future ~~was~~periods ~~driven~~when byrevenue ~~strong~~is ~~customer~~billed. ~~acquisitions~~The ~~during~~effect ~~2024. Electricity~~on ~~consumption~~2025 ~~per meter~~revenue ~~decreased~~and inending ~~2024 compared~~unbilled torevenue ~~2023~~of ~~due~~a toone ~~cooler~~percentage ~~than usual~~point ~~weather~~change ~~during~~in unbilled MWHs and therms for the ~~2024~~month ~~summer~~of ~~cooling~~December ~~season~~2025 ~~and~~is ~~standard~~$0.2 ~~fluctuations in~~million ~~customer~~and ~~consumption~~$0.1 ~~patterns~~million, respectively.

~~GRE’s~~We ~~natural~~monitor ~~gas~~the ~~revenues~~reasonableness ~~decreased in 2024 compared to 2023. The decrease in natural gas revenues in 2024 compared to 2023 was a result~~ of ~~decrease in~~ the ~~average~~unbilled revenue ~~per therm sold partially~~estimate ~~offset~~through bythe anreview ~~increase~~of inratios ~~natural~~such ~~gas~~as ~~consumption. The~~unbilled ~~average~~consumptions ~~rate per therm sold decreased by 11.6% in 2024~~ compared to ~~2023.~~ ~~due~~billed toconsumptions, ~~general market conditions.~~considering ~~Natural~~any ~~gas~~material ~~consumption~~meter ~~of GRE's REPs' customers increased by 5~~growth.3% inAdditionally, ~~2024~~we ~~compared~~compare tothe ~~2023 due~~combinations toof aunbilled ~~7.0%~~and ~~increase~~billed ~~in average meters~~consumption ~~served in 2024 compared~~ to ~~2023 partially~~ ~~offset~~quantities bypurchased, ato ~~decrease~~affirm inthe ~~average~~amounts ~~consumption~~are ~~per~~within ~~meter in~~the ~~2024~~expected ~~compared~~thresholds, tonet ~~2023.~~of ~~The~~industry ~~increase~~line inloss ~~meters~~applied ~~served~~to ~~was~~purchased ~~driven~~quantities byof ~~customer~~electricity ~~acquisition efforts during 2023~~ and ~~continued~~natural ~~through 2024~~gas.

~~Other revenues in 2024 included revenues from the sale of petroleum products in Israel up to May 2024 and customer termination fees from commercial customers.~~ 31

~~The~~ Table ~~customer base for GRE's REPs as measured by meters serviced consisted~~ of ~~the following:~~Contents

(in thousands)	December 31,2024		September 30,2024		June 30,2024		March 31,2024		December 31,2023
Meters at end of quarter:
Electricity customers		333		311		278		281		279
Natural gas customers		90		88		84		83		82
Total meters		423		399		362		364		361

RECENTLY ISSUED ACCOUNTING STANDARDS

~~Gross~~Information ~~meter~~regarding ~~acquisitions~~new inaccounting ~~2024~~pronouncements ~~were~~is ~~326,000~~included ~~compared~~in toNote ~~316,000~~2 in— ~~2023. In~~Description ~~the first quarter~~ of ~~2023,~~Business ~~we resumed customer acquisition activities using a variety of new~~ and ~~existing~~Summary ~~channels after a "strategic pause" implemented from the fourth quarter~~ of ~~2021 through~~Significant ~~2022.~~Accounting ~~Gross~~Policies, ~~meter acquisitions in 2024 increased compared~~ to ~~2023 primarily~~ ~~due~~the toConsolidated aFinancial ~~customer~~Statements ~~aggregation deal~~included ~~that started~~ in ~~September~~this ~~2024.~~Annual InReport ~~2024,~~on ~~customer~~Form ~~acquisition efforts were conducted at a historically normalized level~~10-K.

~~The~~RESULTS ~~number~~OF of meters served on December 31, 2024 increased by 62,000 meters or 17.2% from December 31, 2023. The increase in the number of meters served at December 31, 2024 compared to December 31, 2023 was due to a significant aggregation deal that started in September 2024.OPERATIONS

InWe ~~2024,~~evaluate ~~average~~the ~~monthly~~performance ~~churn~~of ~~increased~~our tooperating ~~5.4%~~business ~~compared~~segments tobased 4primarily on income (loss) from operations.~~9% in~~ ~~2023~~Accordingly, asthe aincome ~~result~~and ofexpense ~~higher~~line ~~churn~~items ~~rates~~below ~~related~~income to(loss) ~~newly~~from ~~acquired~~operations ~~customers~~are only included in our discussion of the consolidated results of operations.

34Year Ended December 31, 2025 compared to Year Ended December 31, 2024

~~The~~Genie ~~average~~Retail ~~rates~~Energy of annualized energy consumption, as measured by residential customer equivalents, or RCEs, are presented in the chart below. An RCE represents a natural gas customer with annual consumption of 100 mmbtu or an electricity customer with annual consumption of 10 MWh. Because different customers have different rates of energy consumption, RCEs are an industry standard metric for evaluating the consumption profile of a given retail customer base.Segment

(in thousands)	December 31,2024		September 30,2024		June 30,2024			March 31,2024			December 31,2023
	Year ended December 31,				Change
RCEs at end of quarter:
(amounts in thousands)	2025		2024		$					%
Electricity customers		319		301		267			267			272
Revenues:
Natural gas customers		80		79		78			81			88
Electricity	$	412,782	$	350,514	$	62,268			17.8	%
Total RCEs		399		380		345			348			360
Natural gas		65,667		52,101		13,566			26.0
Others		3		725		(722	)		(99.6	)
Total revenues		478,452		403,340		75,112			18.6
Cost of revenues		359,912		271,191		88,721			32.7
Gross profit		118,540		132,149		(13,609	)		(10.3	)
Selling, general and administrative		74,318		75,604		(1,286	)		(1.7	)
Income from operations	$	44,222	$	56,545	$	(12,323	)		(21.8	)

~~RCEs~~ Revenues. GRE’s electricity revenues increased in 2025 compared to 2024. The increase in electricity revenues in 2025 compared to 2024 was the result of increases in electricity consumption and in the average price charged to customers. Electricity consumption by GRE's 10REPs' customers increased by 15.8% atin ~~December~~2025 ~~31,~~compared to 2024. ~~compared~~The toincrease ~~December~~in 31electricity consumption reflected increases of 8.3% and 6.9% in the average number of meters served and the average electricity consumption per meter, ~~2023~~respectively. The increase in meters served was driven by customer acquisitions during 2024 and 2025. The increase isin per meter consumption in 2025 compared to 2024 was due to ~~the~~a shift in customer ~~acquisition~~mix ~~activities~~into ~~discussed~~higher ~~above~~average consumption territories. The average rate per kilowatt hour sold increased by 1.7% in 2025 compared to 2024 due to general market conditions, partially offset by the addition of meters on lower margin aggregation products in 2025.

~~Cost~~GRE’s natural gas revenues increased in 2025 compared to 2024. The increase in natural gas revenues in 2025 compared to 2024 was a result of ~~Revenues~~increases in the average revenue per therm sold and ~~Gross~~in ~~Margin~~natural ~~Percentage~~gas consumption. The average rate per therm sold increased by 12.3% in 2025 compared to 2024. due to general market conditions. Natural gas consumption of GRE’'s REPs' customers ~~cost~~increased ofby ~~revenues~~12.2% in 2025 compared to 2024, reflecting 2.5% and ~~gross~~9.5% ~~margin~~increases ~~percentage~~in ~~were~~average meters asserved ~~follows:~~and average consumption per meter, respectively. The increase in meters served was due to customer acquisitions in 2024 and 2025. The increase in per meter consumption is due, in part, to colder weather in many of our service areas in the first half of 2025 compared to the same period in 2024.

	Year ended December 31,				Change
(amounts in thousands)	2024		2023		$			%
Cost of revenues:
Electricity	$	238,054	$	218,631	$	19,423			8.9	%
Natural gas		32,471		45,205		(12,734	)		(28.2	)
Others		665		2,683		(2,018	)		(75.2	)
Total cost of revenues	$	271,190	$	266,519	$	4,671			1.8	%

Other revenues in 2025 and 2024 included revenues from customer termination fees from commercial customers. Other revenues 2024 included revenues from the sale of petroleum products in Israel.

~~nm—not~~The customer base for GRE's ~~meaningful~~REPs as measured by meters serviced consisted of the following:

	Year ended December 31,
	December 31,		September 30,		June 30,			March 31,		December 31,
	2024		2023		Change
(in thousands)	2025		2025		2025			2025		2024
Gross margin percentage:
Meters at end of quarter:
Electricity		32.1%		37.7%		(5.6)	%
Electricity customers		258		316		332			325		333
Natural gas		37.7%		19.3%		18.4	%
Natural gas customers		88		86		87			88		90
Others		8.3%		13.8%		(5.5)	%
Total meters		346		402		419			413		423
Total gross margin percentage		32.8%		35.0%		(2.2)	%

~~Cost~~Gross ofmeter ~~revenues~~acquisitions ~~for electricity increased~~ in ~~2024~~2025 were 229,000 compared to ~~2023 primarily because of increases~~ 326,000 in ~~the average unit cost of electricity and electricity consumption~~2024. Gross ~~The~~meter ~~average~~acquisitions ~~unit cost of electricity increased by 5.7%~~ in ~~2024~~2025 decreased compared to ~~2023~~2024 ~~due~~as tocustomer ~~higher~~acquisition ~~wholesale~~efforts ~~prices~~returned ~~of electricity during 2024 compared~~ to ~~2023. Electricity~~ ~~consumption~~a ~~by GRE's REPs'~~normal ~~customers~~level ~~increased~~after byaggressive ~~3.0%~~efforts in 2024 ~~compared to 2023~~. ~~The~~We ~~gross margin~~signed ona ~~electricity decreased in~~significant ~~2024 compared~~customer toaggregation ~~2023,~~deal ~~because~~that ~~the~~started ~~average~~in ~~cost~~September of2024. ~~electricity~~There ~~increased~~were ~~while~~no ~~the~~significant ~~rates~~customer ~~charged~~aggregation todeal ~~customers~~signed ~~decreased~~in 2025.

~~Cost~~The number of ~~revenues~~meters ~~for~~served ~~natural~~on December ~~gas~~31, 2025 decreased inby 76,000 meters ~~2024~~or 18.0% ~~compared~~from December to31, ~~2023~~2024. ~~primarily~~The ~~because of a~~ decrease in the ~~average~~number ~~unit cost~~ of ~~natural~~meters ~~gas~~served ~~partially~~at ~~offset~~December by31, a2025 ~~decrease~~compared ~~in total natural gas consumption.~~to ~~The~~December ~~average unit cost of natural gas decreased~~ 31~~.8%~~, in 2024 ~~compared~~ ~~to 2023~~ was due to anew ~~decrease~~sales in ~~the average wholesale price of natural gas during~~2025 ~~2024 compared~~ failing to ~~2023.~~fully ~~Natural~~replace ~~gas~~those ~~consumption~~lost ~~by GRE’s REPs’ customers decreased by 5.3% in 2024 compared~~ to ~~2023. Gross~~churn ~~margin~~during onthe ~~natural~~period ~~gas~~and ~~sales increased in 2024 compared to 2023 because~~ the ~~average~~expiration ~~unit cost~~ of ~~natural~~the ~~gas~~aggregation ~~decreased~~deal ~~more~~that ~~than~~expired ~~the~~over ~~decrease in~~ the ~~average~~ ~~rate~~course ~~charged~~of ~~to customers~~2025.

In 2025, average monthly churn increased to 6.0% compared to 5.4% in 2024. The ~~cost~~increase ofin ~~other~~churn ~~revenues~~for in 2025 compared to 2024 ~~included~~was primarily driven by the ~~cost~~expiration of ~~petroleum~~certain ~~products~~municipal ~~sold~~aggregation ~~in Israel~~agreements.

Selling, General and Administrative. The increase in selling, general and administrative expenses in 2024 compared to 2023 was primarily due to increases in marketing and customer acquisition costs, employee-related costs, billing and POR program fees and management fees. Marketing and customer acquisition expenses increased by $1.3 million in 2024 compared to 2023 as a result of an increase in the number of meters acquired during 2024. Employee-related expenses increased by $0.5 million in 2024 compared to 2023 primarily due to an increase in the number of employees and commissions earned by employees from commercial sales. Billing and POR program fees and regulatory fees increased by $1.9 million in 2024 compared to 2023 as a result of changes in ~~rates implemented by several utilities. Management fees increased~~ 32 by $0.6 million in 2024 compared to 2023 as a result of a favorable results at GRE's Mirabito business unit. As a percentage of GRE’s total revenues, selling, general and administrative expenses increased to 18.7% in 2024 from 17.4% in 2023.

35 Table of Contents

~~Genie~~The ~~Renewables~~average rates of annualized energy consumption, as measured by residential customer equivalents, or RCEs, are presented in the chart below. An RCE represents a natural gas customer with annual consumption of 100 mmbtu or an electricity customer with annual consumption of 10 MWh. Because different customers have different rates of energy consumption, RCEs are an industry standard metric for evaluating the consumption profile of a given retail customer base.

The GREW (formerly GES) segment is composed of Genie Solar, CityCom Solar and Diversegy. Genie Solar is an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects. CityCom Solar 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.

	December 31,		September 30,		June 30,		March 31,		December 31,
(in thousands)	2025		2025		2025		2025		2024
RCEs at end of quarter:
Electricity customers		250		318		332		318		319
Natural gas customers		79		78		82		84		80
Total RCEs		329		396		414		402		399

OnRCEs ~~November~~decreased ~~3, 2023, Genie Solar acquired~~by ~~ten special-purpose~~17.5% ~~entities~~at ~~that~~December ~~own~~31, ~~and~~2025 ~~operate~~compared ~~solar~~to December ~~system~~31, ~~facilities~~2024. inThe ~~Ohio and Michigan for an aggregate purchase price of $7.5~~decrease ~~million.~~is ~~On November~~due ~~3, 2023, Genie Solar also signed an agreement~~ to ~~purchase from~~ the ~~sellers~~decrease ofin the ~~Ohio~~number ~~and~~of ~~Michigan~~meters ~~facilities~~discussed ~~another~~above, ~~special~~partially ~~purpose~~offset ~~entity that~~by ~~owns~~increase ~~and~~in ~~operates~~higher aconsumption ~~solar~~per ~~system~~meter ~~facility~~ in ~~Indiana,~~2025 ~~for $1.3 million,~~compared ~~subject~~ to ~~the satisfaction of certain closing conditions. In February~~ 2024~~, the purchase of the solar system facility in Indiana was completed~~.

Cost ~~The~~of ~~acquisitions~~Revenues ~~have~~and ~~been accounted~~Gross ~~for~~Margin ~~as asset acquisitions with a total purchase price of $9~~Percentage.~~0 million,~~ ~~including~~GRE’s ~~$0.2 million~~cost of ~~direct~~revenues ~~transaction cost allocated to solar arrays assets included in the property~~ and ~~equipment~~gross ~~account in~~margin ~~our~~percentage ~~consolidated~~were ~~balance~~as ~~sheets.~~ follows:

The Company recorded revenue from the solar array acquisitions of approximately $1.2 million and $0.1 million in its consolidated statements of operations and comprehensive income for the year ended December 31, 2024 and 2023.

	Year ended December 31,				Change
(amounts in thousands)	2025		2024		$			%
Cost of revenues:
Electricity	$	317,515	$	238,054	$	79,461			33.4	%
Natural gas		42,397		32,472		9,925			30.6
Others		—		665		(665	)		(100.0	)
Total cost of revenues	$	359,912	$	271,191	$	88,721			32.7	%

	Year Ended December 31,						Change
	Year ended December 31,
(amounts in thousands)	2024			2023			$			%
	2025			2024			Change
Revenue	$	21,862		$	18,829		$	3,033			16.1	%
Gross margin percentage:
Cost of revenue		15,528			15,983			(455	)		(2.8	)
Electricity		23.1	%		32.1	%		(9.0	)%
Gross profit		6,334			2,846			3,488			122.6
Natural gas		35.4	%		37.7	%		(2.2	)%
Selling, general and administrative expenses		9,124			8,635			489			5.7
Others		100.0	%		8.3	%		91.7	%
Impairment of assets		185			—			185			nm
Total gross margin percentage		24.8	%		32.8	%		(8.0	)%
Loss from operations	$	(2,975	)	$	(5,789	)	$	2,814			(48.6	)%

~~nm—not~~Cost of revenues for electricity increased ~~meaningful~~in 2025 compared to 2024 primarily because of increases in the average unit cost of electricity and electricity consumption. The average unit cost of electricity increased by 15.2% in 2025 compared to 2024 due to general market conditions. Electricity consumption by GRE's REPs' customers increased by 15.8% in 2025 compared to 2024. The gross margin on electricity decreased in 2025 compared to 2024, because the average cost of electricity increased more than the increase in rates charged to customers as a result of addition of meters on lower margin aggregation products in 2025.

~~Revenue. GREW's~~Cost of revenues for natural gas increased in ~~2024~~ 2025 compared to ~~2023. The~~2024 primarily ~~increase~~because inof ~~revenues~~increases ~~were~~in the ~~result~~average unit cost of ~~increased~~ ~~revenues~~natural ~~generated~~gas byand ~~Diversegy~~natural gas consumption. ~~that~~The ~~includes commissions,~~average ~~entry~~unit ~~fees~~cost ~~and~~of ~~other~~natural ~~fees~~gas ~~revenue,~~increased ~~contributions~~by ~~from~~16.4% in 2025 compared to 2024 due to increase in the ~~portfolio~~ wholesale price of ~~operating~~natural ~~solar~~gas ~~projects~~especially atin ~~Genie~~the ~~Solar~~second and ~~revenues~~ ~~from the~~third ~~development~~quarters of ~~solar~~2025. Natural ~~projects~~gas ~~for~~consumption by GRE’s REPs’ customers ~~from~~increased ~~Genie~~by ~~Solar,~~12.2% ~~partially offset~~in by2025 acompared ~~decrease~~to 2024. Gross margin on natural gas sales decreased in ~~revenues~~2025 ~~from~~compared to ~~commissions~~2024 because ~~from~~the ~~selling~~average ~~alternative products~~unit ~~and~~cost ~~services~~of tonatural ~~customers~~gas byincreased ~~CityCom~~more than the increase in the ~~Solar~~average rate charged to customers.

~~Cost of Revenue.~~ The ~~variations in the~~ cost of other revenues in 2024 consisted ~~compared to 2023 are due to changes in the mix~~ of ~~products from which~~ the ~~revenues were generated during the periods. In the first quarter of 2024, we recorded a $0.4 million charge to the~~ cost of ~~revenues~~petroleum ~~of Genie~~products ~~Solar~~sold toin ~~write down the carrying value of solar panel inventories to the estimated net realizable value~~Israel.

Selling, General and Administrative. ~~Selling~~The decrease in selling, general and administrative expenses ~~increased~~ in ~~2024~~ 2025 compared to 2024 was ~~2023~~ primarily due to ~~increases in~~decreases ~~headcount~~ in ~~Genie~~marketing ~~Solar~~ and ~~Diversegy~~customer acquisition costs, billing ~~consulting~~processing fees, ~~warehousing costs~~and atprovision ~~Genie~~for ~~Solar~~credit losses partially offset by increases in POR program fees and ~~depreciation~~regulatory ~~from~~and legal expenses. Marketing and customer acquisition expenses decreased by $2.2 million in 2025 compared to 2024 due to a decrease in the ~~solar~~number ~~arrays~~of meters acquired during 2025. Billing processing fees decreased by ~~Genie Solar~~$1.3 million in ~~November~~2025 ~~2023~~compared to 2024 primarily due to a decrease in the number of meters served in 2025. Credit losses decreased by $0.5 million 2025 compared to 2024 due to some new utilities offering POR programs during the period, which also resulted in an increase of $1.2 million in POR fees. Regulatory, legal and ~~February~~subscription expenses increase by $0.7 million in 2025 compared to 2024 due to increase in level of activities resulting from higher revenues. As a percentage of GRE’s total revenues, selling, general and administrative expenses decreased to 15.5% in 2025 from 18.7% in 2024.

~~Impairment of assets. The impairment of assets~~ ~~recorded in 2024 relates to capitalized cost at Genie Solar for solar~~ 33 ~~projects that were discontinued in the 2024.~~

36 Table of Contents

~~Corporate~~Genie Renewables

The AsGREW (formerly ~~discussed~~GES) ~~above,~~segment ~~the~~is ~~remaining~~composed ~~accounts~~ of ~~GRE~~Genie ~~International~~Solar, CityCom, ~~were~~Roded ~~transferred~~and Diversegy. Genie toSolar ~~corporate~~is ~~starting~~an inintegrated ~~the~~solar ~~third~~energy ~~quarter~~company ofthat ~~2022 (when~~develops, ~~GRE~~constructs ~~International~~and ~~ceased~~operates ~~being~~utility-scale ~~treated~~solar asenergy projects. CityCom is a ~~separate~~marketer ~~segment). Entities~~of ~~under corporate~~community dosolar ~~not~~and ~~generate~~alternative ~~any~~products ~~revenues,~~and ~~nor~~services ~~does~~complementary itto ~~incur~~our ~~any~~energy ~~cost~~offerings. Diversegy is a provider of ~~revenues.~~energy ~~Corporate~~procurement ~~costs~~advisory ~~include~~services ~~unallocated~~to ~~compensation~~industrial, ~~consulting~~commercial ~~fees,~~and ~~legal~~municipal ~~fees,~~customers. ~~business~~Roded ~~development~~is ~~expenses~~a ~~and~~producer ~~other~~of ~~corporate~~high-~~related~~grade ~~general~~plastic ~~and~~pallets ~~administrative~~form ~~expenses~~recycled materials.

	Year Ended December 31,						Change
(amounts in thousands)	2024			2023			$			%
General and administrative expenses	$	8,668		$	11,025		$	(2,357	)		(21.4	)%
Provision for captive insurance liabilities		33,612			45,088			(11,476	)		(25.5	)
Loss from operations	$	(42,280	)	$	(56,113	)	$	13,833			(24.7	)

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 new law, the Company evaluated the financial viability of all its solar projects and its qualification for the federal solar investment tax credits. The Company identified several projects that will be discontinued and assessed the values of the related assets at the lower of fair 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.

The ~~increase~~table inbelow ~~Corporate~~summarizes ~~general~~the ~~and~~impact ~~administrative~~of ~~expenses~~the inassessments ~~2024 compared~~ to ~~2023 was~~the ~~primarily because of decreases in employee-related cost and professional and consulting fees. As a percentage of our~~ consolidated ~~revenues,~~financial ~~corporate general and administrative expenses decreased from 2~~statements.~~6% in 2023 to 2.0% in 2024.~~

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

Affected Balance Sheet Account	Location of Loss Recognized in Statement of Operations	Amount of Loss

Inventories	Cost of revenues	$	1,254
Trade accounts receivables, net	Provision for credit losses		154
Prepaid expenses	Impairment of assets		200
Construction in progress	Impairment of assets		415
Other intangibles, net	Impairment of assets		201
Other assets	Impairment of assets		785

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

	Year ended December 31,						Change
(amounts in thousands)	2025			2024			$			%
Revenue	$	23,519		$	21,862		$	1,657			7.6	%
Cost of revenue		17,374			15,528			1,846			11.9
Gross profit		6,145			6,334			(189	)		(3.0	)
Selling, general and administrative expenses		11,578			9,124			2,454			26.9
Impairment of assets		1,642			185			1,457			787.6
Loss from operations	$	(7,075	)	$	(2,975	)	$	(4,100	)		137.8	%

Revenue. GREW's ~~With~~revenues increased ~~input~~in 2025 ~~from~~compared ~~external~~to 2024. The ~~experts,~~increase wein ~~estimated~~revenues was the ~~expected~~result ~~ultimate~~of ~~cost~~increased ~~of:~~revenues ~~1) claims~~generated ~~defense~~by ~~cost~~Diversegy, ~~settlements~~partially ~~and~~offset ~~penalties~~by ~~resulting~~decreases ~~from~~in ~~insured~~revenues ~~risk,~~from Genie Solar and 2) CityCom. Diversegy's ~~stranded~~revenues ~~risk~~from ~~which~~commissions, ~~includes~~entry ~~economic~~fees ~~losses due~~and toother ~~regulatory~~fees ~~restrictions~~increased orby ~~unanticipated~~$5.0 ~~reduction~~million ofin 2025 ~~demand,~~compared asto 2024 ~~well~~due ~~as the~~to ~~level~~strong ~~cost~~growth ~~associated~~in ~~with contesting such restrictions. In assessing~~ the ~~loss~~number ~~contingency,~~of wecustomers ~~estimated the severity~~ and ~~frequency~~transactions ofin ~~expected~~the ~~losses~~past ~~based~~two onyears. Genie ~~our~~Solar's ~~activities.~~revenues ~~A range~~from development of ~~margins~~solar ~~was~~projects, ~~selected~~electricity sogeneration ~~that~~from ~~the~~operating ~~cumulative~~solar ~~expenses~~projects ~~plus~~and ~~risk~~sale of ~~losses~~ ~~over~~solar apanels ~~given~~decreased by ~~number~~$2.5 ofmillion ~~years~~in 2025 compared ~~equal~~to 2024 ~~the~~as ~~expected~~we ~~magnitude.~~shifted ~~This~~our ~~produced~~strategic afocus ~~range~~from oflower ~~annual~~margin ~~premium~~commercial ~~options~~projects ~~for~~to the ~~protective~~development ~~period.~~and ~~The~~operation ~~contribution~~ of autility-scale ~~priori~~projects ~~expected~~during ~~plus~~the ~~risk~~first ~~margin~~half ~~losses from each~~ of ~~these~~2025 ~~periods~~and ~~is multiplied~~eventually bydiscontinuing aseveral ~~current~~projects ~~remaining~~due ~~probability~~to ~~factor, which recognizes~~ the ~~relative~~ ~~likelihood~~effect ~~that~~of aenactment ~~claim~~of ~~will~~the ~~still~~OBBB. beRevenues ~~brought~~from ~~subsequent~~CityCom Solar todecreased ~~program inception~~by $0.9 million ~~These~~in 2025 compared ~~are added together~~ to 2024 as ~~obtain~~a ~~estimated~~result ~~required~~of ~~reserves~~reduced ~~and required~~level ~~premiums (net~~ of ~~expenses)~~activity atfor ~~program~~the ~~inception-related~~past ~~exposure~~two ~~prior to program inception~~years.

Cost of Revenue. The ~~amount~~increase ofin the ~~expected~~cost ~~loss~~of ~~liability~~revenues ~~for each~~in 2025 ~~risk~~compared isto 2024 ~~based~~are ondue anto ~~analysis~~changes ~~performed~~in bythe amix ~~third-party~~of ~~actuary~~products from which ~~assumed~~ ~~historical~~the ~~patterns~~revenues were generated during the periods. In ~~The~~2025, ~~key~~we ~~assumptions~~recorded ~~used~~a $1.3 inmillion ~~developing~~charge ~~these~~to ~~estimates are~~the ~~subject~~cost of revenues of Genie Solar to ~~variability~~write down the carrying value of solar panel inventories to the estimated net realizable value, compared to a $0.4 million write-down recorded in 2024.

~~In 2024~~Selling, General and ~~2023~~ Administrative. Selling, wegeneral ~~paid~~and ~~premiums~~administrative ofexpenses ~~$39.6~~increased ~~million~~by ~~and $51~~26.29% in 2025 compared to ~~million,~~2024 primarily ~~respectively,~~due to due ~~the~~to ~~Captive~~increases ~~which~~in ~~amounts~~employee-related ~~are~~costs, ~~included~~marketing inexpenses ~~restricted~~and ~~cash~~provision infor ~~our~~credit ~~consolidated~~losses. ~~balance~~Employee-related ~~sheets~~costs asincreased ofby ~~December~~$1.1 million ~~31, 2024~~in ~~and~~2025 compared ~~2023.~~to ~~The~~2024, ~~Captive~~due ~~must~~to ~~maintain~~an aincrease ~~sufficient~~in ~~level~~the number of ~~cash~~employees, toespecially ~~fund~~in ~~future~~Diversegy. ~~reserve~~Marketing ~~payments~~expenses ~~and~~increased ~~secure~~by $1.0 ~~the~~million ~~Captive's~~in 2025 compared ~~liabilities~~to 2024, ~~particularly~~due ~~those~~to ~~related~~an toincrease ~~the~~in ~~insured~~marketing ~~risks.~~activities Wein ~~also~~Diversegy ~~recognized~~resulting ~~$33~~in higher revenues.6 ~~million~~Genie ~~and~~Solar recorded a $450.1 2 million ~~provisions~~provision for ~~captive~~credit ~~insurance~~losses ~~liability~~as ~~for~~a ~~2024 and~~result ~~2023,~~of ~~respectively,~~the ~~related~~assessment toof ~~the~~several ~~Captive's~~solar ~~exposure~~projects ~~for~~in light of the ~~insured~~enactment ~~risks~~of the OBBB.

37Impairment of assets. The impairment of assets, which relate to capitalized cost at Genie Solar for solar projects that were discontinued, increased by $1.5 million recorded in 2025 compared to 2024. The increase is due to the assessment of projects performed in light of the enactment of the OBBB.

~~Consolidated~~ 34

~~Selling,~~ Table General and Administrative. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $2.3 million and $2.8 million in 2024 and 2023, respectively. At December 31, 2024, aggregate unrecognized compensation cost related to non-vested stock-based compensation was $5.9 million. The unrecognized compensation cost expected to be recognized over the average service period of ~~2.5 years.~~Contents

~~As a percentage of our consolidated revenues, selling, general and administrative expenses increased from 21.3% in 2023 to 22.0% in 2024.~~Corporate

~~The~~Entities ~~following~~under corporate isdo anot ~~discussion~~generate any revenues, nor does it incur any cost of ~~our~~revenues. ~~consolidated~~Corporate ~~income~~costs ~~and~~include ~~expense~~unallocated ~~line~~compensation, ~~items~~consulting ~~below~~fees, ~~loss~~legal ~~from~~fees, ~~operations~~business development expenses and other corporate-related general and administrative expenses.

	Year Ended December 31,						Change
	Year ended December 31,						Change
(amounts in thousands)	~~2024~~2025			~~2023~~2024			$			%
Income from operations	$	11,290		$	10,009		$	1,281			12.8	%
					(As Restated)
Interest income		7,072			5,076			1,996			39.3
General and administrative expenses and loss from operations	$	9,430		$	8,668		$	762			8.8
Interest expense		(464	)		(99	)		(365	)		(368.7)	)
Gain on marketable equity securities and investments		351			478			(127	)		26.6
Other income, net		1,620			2,644			(1,024	)		(38.7	)
Provision for income taxes		(4,667	)		(4,239	)		(428	)		(10.1	)
Net income from continuing operations		15,202			13,869			1,333			9.6
(Loss) income from discontinued operations, net of tax		(2,907	)		6,409			(9,316	)		145.4
Net income		12,295			20,278			(7,983	)		(39.4	)
Net loss (income) attributable to noncontrolling interests		293			(740	)		1,033			(139.6	)
Net income attributable to Genie Energy Ltd.	$	12,588		$	19,538		$	(6,950	)		(35.6	)%

The ~~Interest~~increase ~~income.~~in ~~Interest~~corporate ~~income~~general ~~increased~~and inadministrative ~~2024,~~expenses in 2025 compared to ~~2023~~2024 was primarily ~~due~~because toof increases in ~~average~~audit ~~cash,~~fees. ~~cash~~As ~~equivalents~~a ~~and~~percentage ~~restricted~~of ~~cash~~our ~~during~~consolidated ~~the~~revenues, ~~period~~corporate general and ~~significant~~administrative ~~increases~~expenses indecreased ~~average~~from 2.0% ~~effective~~in ~~interest~~2024 to 1.9% in ~~rates on those balances~~2025.

Gain on Marketable Equity Securities and Investments. The gain on marketable equity securities and investment for the year ended December 31, 2024 pertains to the change in fair value of the Company's investments various entities. 35

~~Other income, net. Other income , net in 2024 consisted primarily of foreign currency~~ ~~transactions~~ Table ~~and equity in net loss in equity method investees. Other income (loss) income, net, consisted~~ of ~~a one-time tax~~Contents ~~credit related to payroll taxes incurred in prior years, foreign currency transactions and equity in net loss in equity method investees.~~

Provision for Income Taxes. The decrease in provision for income tax in 2024 compared to 2023 is primarily due to decreases in the amount of taxable income in the various taxing jurisdictions. Income before income taxes increased to $19.9 million in 2024 compared to $18.1 million in 2023.Consolidated

~~(Loss) income from discontinued operations~~Selling, ~~net~~General ofand ~~tax~~Administrative. ~~Loss~~Stock-based ~~from~~compensation ~~discontinued~~expense ~~operations,~~included ~~net of tax~~ in ~~the~~consolidated ~~year ended December 31~~selling, ~~2024 is~~general ~~mainly~~and ~~from~~administrative anexpenses ~~estimated~~was $2.5 ~~loss~~million ~~resulting~~and $2.4 ~~from~~million in ~~legal~~2025 ~~cases~~and ~~filed~~2024, byrespectively. ~~the~~At ~~Lumo~~December ~~Administrator~~31, ~~as discussed above~~2025, ~~partially~~aggregate ~~offset~~unrecognized ~~by provision~~compensation ~~for~~cost ~~taxes~~related ~~and~~to ~~foreign~~non-vested ~~exchange~~stock-based ~~differences~~compensation inwas ~~Lumo Sweden~~$3. ~~Income~~8 ~~from~~million. ~~discontinued~~The ~~operations,~~unrecognized ~~net~~compensation ofcost ~~tax~~expected into ~~year ended December~~be ~~31,~~recognized ~~2023 is~~over ~~mainly from an increase in~~ the ~~estimated~~average ~~value~~service period of ~~our investments in Orbit and foreign exchange differences in Lumo Sweden~~1.7years.

~~Net~~As ~~Loss~~a ~~(Income)~~percentage ~~Attributable~~of ~~to Noncontrolling Interests. Net~~our ~~loss~~consolidated ~~attributable~~revenues, ~~to noncontrolling interests for the year ended December 31~~selling, ~~2024 primarily~~general ~~consist2~~and ofadministrative ~~net~~expenses ~~income~~decreased from ~~Citizens Choice ("CCE") partially offset by losses incurred in various businesses in~~ ~~Renewables segments~~22.0% ~~Net~~in ~~income attributable~~ 2024 to ~~noncontrolling~~19.0% ~~interests for the year ended December 31, 2023 primarily consists of net income from CCE and various businesses~~ in ~~Renewables segments~~ 2025.

38The following is a discussion of our consolidated income and expense line items below loss from operations.

Year Ended December 31, 2023 compared to Year Ended December 31, 2022

	Year ended December 31,						Change
(amounts in thousands)	2025			2024			$				%
					(As Restated)
Income from operations	$	27,717		$	44,902		$	(17,185	)	(38.3	)%
Interest income		7,715			7,072			643		9.1
Interest expense		(670	)		(464	)		(206	)	44.4
Gain on investments and other, net		1,379			1,971			(592	)	(30.0	)
Provision for income taxes		(8,262	)		(15,358	)		7,096		(46.2	)
Net income from continuing operations		27,879			38,123			(10,244	)	(26.9	)
Income (loss) from discontinued operations, net of tax		(4,164	)		(2,907	)		(1,257	)	43.2
Net income		23,715			35,216			(11,501	)	(32.7	)
Net loss attributable to noncontrolling interests		291			293			(2	)	(0.7	)
Net income attributable to Genie Energy Ltd.	$	24,006		$	35,509		$	(11,503	)	(32.4	)%

	Year Ended December 31,				Change
(amounts in thousands)	2023		2022		$			%
Revenues:
Electricity		350,779		241,828		108,951			45.1
Natural gas		55,988		62,144		(6,156	)		(9.9	)
Others		3,112		—		3,112			—
Total revenues		409,879		303,972		105,907			34.8
Cost of revenues		266,519		150,990		115,529			76.5
Gross profit		143,360		152,982		(9,622	)		(6.3	)
Selling, general and administrative		71,449		60,425		11,024			18.2
Income from operations		71,911		92,557		(20,646	)		(22.3	)

Interest income. Interest income increased in 2025 compared to 2024 primarily due to increases in average cash, cash equivalents and restricted cash during the period.

~~nm—not~~Gain ~~meaningful~~on Investments and Other, net. The gain on investments and others, net for the years ended December 31, 2025 and 2024 consisted primarily of changes in fair value of the Company's investments in various entities and foreign currency transactions. The increase in 2025 compared to 2024 is due to increases in estimated fair values of investee companies and additional investments in 2024 and 2025.

~~Revenues.~~Provision ~~GRE’s~~for ~~electricity~~Income ~~revenues increased in 2023 compared to 2022~~Taxes. The ~~increase in electricity revenues in 2023 compared to 2022 was the result of an increase in electricity consumption partially offset by a~~ decrease in ~~the~~provision ~~average~~for ~~price~~income ~~charged~~tax ~~to customers. Electricity consumption by GRE's REPs' customers increased by 47.8%~~ in ~~2023~~2025 compared to 2024 is ~~2022.~~primarily ~~The~~due ~~increase~~to indecreases ~~electricity consumption reflected an increase~~ in the ~~average~~amount ~~number~~ of ~~meters~~taxable ~~served,~~income ~~which increased by 41.7%~~ in ~~2023~~the ~~compared~~various totaxing ~~2022 and a 4~~jurisdictions.3% ~~increase~~Income inbefore ~~average~~income ~~electricity~~taxes ~~consumption~~decreased ~~per meter in 2023 compared~~ to ~~2022~~ $36.1 ~~The~~million ~~increase~~ in ~~meters~~2025 served was driven by strong customer acquisitions during 2023, while customer acquisition efforts had been reduced during 2022. Electricity consumption per meter increased in 2023 due to warmer weather conditions in our service areas compared to ~~2022~~ $53.5 million ~~The average rate per kilowatt hour sold decreased by 1.9%~~ in ~~2023 compared to 2022~~2024. ~~The decrease in the average rate per kilowatt hour sold is due to a decrease in the average wholesale price of electricity in 2023 compared to 2022.~~

~~GRE’s~~Income ~~natural~~(loss) ~~gas~~from ~~revenues~~discontinued ~~decreased~~operations, innet ~~2023~~of ~~compared to 2022~~tax. Income ~~The~~(loss) ~~decrease~~from indiscontinued ~~natural~~operations, ~~gas~~net ~~revenues in 2023 compared to 2022 was a result~~ of ~~decreases~~tax in ~~natural gas consumption and~~ the ~~average~~year ~~revenue~~ended December ~~per~~31, ~~therm~~2025 is ~~sold.~~mainly ~~Natural~~from ~~gas~~adjustments ~~consumption~~ of ~~GRE's~~deferred ~~REPs~~taxes ~~customers~~during ~~decreased~~the ~~by 0~~year.4% inIncome ~~2023~~(loss) ~~compared~~from todiscontinued ~~2022.~~operations, ~~Average~~net ~~consumption~~of ~~per~~tax ~~meter decreased by 6.6%~~ in ~~2023 compared to 2022 while~~ the ~~average~~year ~~meters~~ended ~~served~~December ~~increased~~31, by2024 is ~~6.6%~~mainly infrom ~~2023~~an ~~compared~~estimated toloss ~~2022.~~resulting ~~The~~from ~~average~~legal ~~rate~~cases ~~per~~filed ~~therm sold decreased~~ by ~~9.5% in 2023 compared to 2022. The decrease in~~ the ~~average~~Lumo ~~revenue~~Administrator, ~~per~~as ~~therm~~discussed ~~sold~~above, ispartially ~~due~~offset toby provision ~~the~~for ~~decrease~~taxes inand ~~the~~foreign ~~average~~exchange ~~wholesale~~differences ~~price of natural gas~~ in ~~2023 compared to 2022~~ Lumo Sweden.

~~Other~~Net ~~revenues~~Loss in(Income) ~~2023~~Attributable ~~included~~to Noncontrolling Interests. Net ~~revenues~~loss ~~from~~attributable to noncontrolling interests for the ~~sale~~years ended December 31, 2025 and 2024 primarily consist of ~~petroleum~~losses ~~products~~incurred in ~~Israel.~~various businesses in the GREW segment partially offset by net income from Citizens Choice ("CCE").

~~The customer base for GRE's REPs as measured by meters serviced consisted of the following:~~ 36

(in thousands)	December 31, 2023		September 30,2023		June 30,2023		March 31, 2023	December 31, 2022
RCEs at end of quarter:
Electricity customers		279		304		301	271	196
Natural gas customers		82		81		80	78	79
Total RCEs		361		385		381	349	275

Table of Contents

~~Gross~~Year ~~meter acquisitions in 2023 were 316,000 compared to 159,000 in 2022. The number of meters served on December 31, 2023 increased by 86000~~Ended ~~meters or 31.3% from~~ December 31, ~~2022.~~2024 ~~The~~compared ~~increase~~to inYear ~~the gross meter acquisitions for the year ended~~ Ended December 31, 2023 compared to 2022 was due to a “strategic pause” on certain customer acquisition channels that started in the fourth quarter of 2021 and continued through 2022. In the first quarter of 2023, we resumed customer acquisition activities using a variety of new and existing channels.

In 2023, average monthly churn slightly increased to 4.9% compared to 4.8% in 2022.

	Year Ended December 31,				Change
(amounts in thousands)	2024		2023		$			%
Revenues:
Electricity		350,514		350,779		(265	)		(0.1	)
Natural gas		52,101		55,988		(3,887	)		(6.9	)
Others		725		3,112		(2,387	)		(76.7	)
Total revenues		403,340		409,879		(6,539	)		(1.6	)
Cost of revenues		271,191		266,519		4,672			1.8
Gross profit		132,149		143,360		(11,211	)		(7.8	)
Selling, general and administrative		75,604		71,449		4,155			5.8
Income from operations		56,545		71,911		(15,366	)		(21.4	)

Revenues. GRE’s electricity revenues slightly decreased in 2024 compared to 2023. The ~~average~~slight ~~rates~~decrease in electricity revenues in 2024 compared to 2023 was the result of ~~annualized~~a ~~energy~~decrease ~~consumption,~~in asaverage ~~measured~~price charged to customers offset by ~~residential~~an ~~customer~~increase ~~equivalents,~~in electricity orconsumption. The ~~RCEs,~~average ~~are~~rate ~~presented~~per kilowatt hour sold decreased by 3.0% in 2024 compared ~~the~~to 2023 due ~~chart~~to ~~below~~general market conditions. Electricity Anconsumption ~~RCE~~by ~~represents~~GRE's REPs' acustomers ~~natural~~increased ~~gas~~by ~~customer~~3.0% ~~with~~in ~~annual~~2024 compared to 2023. The increase in electricity consumption reflected an increase in the average number of meters served, ~~100~~which increased by 4.8% in ~~mmbtu or~~2024 ancompared ~~electricity~~to ~~customer~~2023, ~~with~~partially ~~annual~~offset ~~consumption~~by ofa 1.7% decrease in 10average ~~MWh~~electricity consumption per meter in 2024 compared to 2023. ~~Because~~The ~~different~~increase ~~customers~~in ~~have~~meters ~~different~~served ~~rates~~was ofdriven ~~energy~~by strong customer acquisitions during 2024. Electricity consumption, ~~RCEs~~per ~~are~~meter andecreased ~~industry~~in ~~standard~~2024 compared ~~metric~~to ~~for~~2023 ~~evaluating~~due to cooler than usual weather during the ~~consumption~~2024 ~~profile~~summer ofcooling aseason ~~given~~and ~~retail~~standard fluctuations in customer ~~base~~consumption patterns.

39GRE’s natural gas revenues decreased in 2024 compared to 2023. The decrease in natural gas revenues in 2024 compared to 2023 was a result of decrease in the average revenue per therm sold partially offset by an increase in natural gas consumption. The average rate per therm sold decreased by 11.6% in 2024 compared to 2023. due to general market conditions. Natural gas consumption of GRE's REPs' customers increased by 5.3% in 2024 compared to 2023 due to a 7.0% increase in average meters served in 2024 compared to 2023 partially offset by a decrease in average consumption per meter in 2024 compared to 2023. The increase in meters served was driven by customer acquisition efforts during 2023 and continued through 2024.

(in thousands)	December 31,2023	September 30,2023	June 30,2023	March 31,2023	December 31,2022
RCEs at end of quarter:
Electricity customers	272	298	304	276	181
Natural gas customers	78	77	76	77	81
Total RCEs	350	375	380	353	262

Other revenues in 2024 included revenues from the sale of petroleum products in Israel up to May 2024 and customer termination fees from commercial customers.

~~RCEs increased~~ The ~~by 33.6%~~customer ~~at December~~base ~~31,~~for ~~2023~~GRE's ~~compared to~~REPs ~~December~~as ~~31,~~measured ~~2022. The~~by ~~increase is due~~meters toserviced ~~the~~consisted ~~resumption~~ of ~~customer~~the ~~acquisition activities in 2023 as discussed above.~~ following:

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

December 31,

September 30,

June 30,

March 31,

December 31,

(in thousands)

2024

2023

Meters at end of quarter:

Electricity customers

333

Filing Compare · Genie Energy Ltd.