Genie Energy GNE Form 10-Q filing Q4 FY2027

Overview

We are comprised of Genie Retail Energy ("GRE") and Genie Renewables ("GREW").

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

GREW primarily consists of a 91.5% interest in Diversegy, our energy procurement advisor for industrial, commercial and municipal customers, a 95.5% interest in Genie Solar, an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects, a 93.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complimentary to our energy offerings and a 72.2% interest in Roded, a producer of high-grade plastic pallets from recycled materials.

As part of our ongoing business development efforts, we seek out new opportunities, which may include complementary operations or businesses that reflect horizontal or vertical expansion from our current operations, as well as opportunities for diversification of our operations. Some of these potential opportunities are considered briefly and others are examined in further depth. In particular, we seek out acquisitions to expand the geographic scope and size of our REP businesses.

Discontinued Operations in Finland and Sweden

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

We determined that the discontinuation of operations of Lumo Finland and Lumo Sweden represented a strategic shift that would have a major effect on our operations and financial statements and accordingly, the results of operations and related cash flows are presented as discontinued operations for all periods presented. The assets and liabilities of the discontinued operations are presented separately and reflected within assets and liabilities from discontinued operations in the accompanying condensed consolidated balance sheets as March 31, 2026 and December 31, 2025. Lumo Sweden is continuing to liquidate its remaining assets and to settle any remaining liabilities.

On November 2022, Lumo Finland declared bankruptcy and the administration of Lumo Finland was transferred to the Lumo Administrators. All assets and liabilities of Lumo Finland remain with Lumo Finland, in which Genie retains its equity ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrators. Since we 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.

Net loss from discontinued operations of Lumo Sweden, net of taxes was minimal for and $0.1 million for the three months ended March 31, 2026 and 2025, respectively.

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

The Lumo Administrators filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.9 million as of March 31, 2026) prior to the bankruptcy. Related to such payment, the Lumo Administrators have filed a recovery claim jointly against us and the supplier for €1.6 million (equivalent to $1.9 million as of March 31, 2026) alleging that a portion of the payment by Lumo Finland effectively reduced our liability under the terms of a previously supplied parental guarantee (this €1.6 million is included within - and not additive to - the €4.2 million). The Lumo Administrators allege that the payments represented preferential payments and therefore belong to the Bankruptcy Estate which are recoverable under the laws of Finland. We are challenging the Lumo Administrator's claims.

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

Legal proceedings

We periodically receive requests for information, documents and subpoenas from regulators, the majority of which are routine and related to compliance obligations. On certain occasions, a regulatory or governmental bodies may, in response to the interaction, formalize additional requests or eventually file an action or lawsuit. See Note 19, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which is incorporated by reference, for further detail on agency and regulatory proceedings.

Genie Retail Energy

GRE operates REPs that resell electricity and/or natural gas to residential and small business customers in California. Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Texas, Rhode Island, and Washington, D.C. GRE’s revenues represented approximately 94.7% and 96.8% of our consolidated revenues in the three months ended March 31, 2026 and 2025, respectively.

Seasonality and Weather; Climate Change and Volatility in Pricing

The weather and the seasons, among other things, affect GRE’s REPs’ revenues. Weather conditions have a significant impact on the demand for natural gas used for heating and electricity used for heating and cooling. Typically, colder winters increase demand for natural gas and electricity, and hotter summers increase demand for electricity. Milder winters and/or summers have the opposite effect. Unseasonable temperatures in other periods may also impact demand levels. Potential changes in global climate may produce, among other possible conditions, 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 will have a greater impact on our operations. Natural gas revenues typically increase in the first quarter due to increased heating demands and electricity revenues typically increase in the third quarter due to increased air conditioning use. Approximately 43.3% and 43.0% of GRE’s natural gas revenues for the relevant years were generated in the first quarter of 2025 and 2024, respectively, when demand for heating was highest. Although the demand for electricity is not as seasonal as natural gas (due, in part, to usage of electricity for both heating and cooling), approximately 30.7% and 28.7% of GRE’s electricity revenues for 2025 and 2024, respectively, were generated in the third quarters of those years. GRE’s REPs’ revenues and operating income are subject to material seasonal variations, and the interim financial results are not necessarily indicative of the estimated financial results for the full year. In addition, extraordinary weather has and can lead to extreme spikes in the prices of wholesale electricity and natural gas in markets where GRE and other retail providers purchase their supply, or in challenges to the grid or supply markets in affected areas. Such events could have a material impact on our margins and operations.

In addition to the direct 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 supply markets, we may also be adversely impacted by other environmental factors, including: (i) technological advances designed to promote energy efficiency and limit environmental impact; (ii) increased competition from alternative energy sources; (iii) regulatory responses aimed at decreasing greenhouse gas emissions; and (iv) litigation or regulatory actions that address the environmental impact of our energy products and services.

Purchase of Receivables and Concentration of Credit Risk

Utility companies provide billing and collections services to the GRE's REPs. In addition, utility companies offer purchase of receivables, or POR, programs in most of the service territories in which GRE operates. GRE’s REPs reduce their customer credit risk by participating in POR programs for a majority of their receivables. Under the POR programs, the utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. GRE’s REPs’ primary credit risk in these jurisdictions is therefore nonpayment by the utility companies. In the three months ended March 31, 2026 and 2025, the associated cost was approximately 1.4% and 1.2% of GRE's revenues, respectively. At March 31, 2026 and December 31, 2025, 68.9% and 86.6%, respectively, of GRE’s net accounts receivable were under POR programs.

Concentration of Customers and Associated Credit Risk

GRE’s REPs reduce their customer credit risk by participating in purchase of receivable programs for a majority of their receivables in which 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.

There are no trade receivables by customer that equaled or exceeded 10.0% of consolidated net trade receivables at March 31, 2026 or December 31, 2025.

The following table summarizes the percentage of revenues by the only customer that equaled or exceeded 10.0% of consolidated revenues for the three months ended March 31, 2026 or 2025:

na—less than 10.0% of consolidated revenue in the period

Legal Proceedings

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

See Note 19, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which is incorporated by reference.

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

Critical Accounting Estimates

Our condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our significant accounting policies are described in Note 2 to our consolidated financial statements included in the 2025 Form 10-K. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require the application of management’s most subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Our critical accounting policies include those related to revenue recognition specifically the estimation of unbilled revenues. Actual results may differ from these estimates under different assumptions or conditions. For additional discussion of our critical accounting policies, see our Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2025 Form 10-K.

Recently Issued Accounting Standards

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

Results of Operations

We evaluate the performance of our operating business segments based primarily on income (loss) from operations. Accordingly, the income and expense line items below income (loss) from operations are only included in our discussion of our condensed consolidated results of operations.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Genie Retail Energy Segment

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Revenues. Electricity revenues decreased by 4.5% in the three months ended March 31, 2026 compared to the same period in 2025. The decrease was due to a decrease in electricity consumption partially offset by an increase in the average price per kilowatt hour charged to customers in the three months ended March 31, 2026 compared to the same period in 2025. Electricity consumption by GRE’s REPs' customers decreased by 19.2% in the three months ended March 31, 2026, compared to the same period in 2025, reflecting 18.9% and 0.4% decreases in the average number of meters served and average consumption per meter, respectively. The decrease in meters served was driven by expiration of aggregation deals over the course of 2025. The average rate per kilowatt hour sold increased by 18.2% in the three months ended March 31, 2026 compared to the same period in 2025 due to general market conditions.

Natural gas revenues increased by 24.4% in the three months ended March 31, 2026 compared to the same period in 2025. The increase was a result of a 37.0% increase in average revenue per therm sold in the three months ended March 31, 2026 compared to the same period in 2025, due to general market conditions, partially offset by a 9.2% decrease in natural gas consumption by GRE’s REPs' customers in the three months ended March 31, 2026, compared to the same period in 2025, reflecting 0.1% and 9.0% decreases in the average number of meters served and average consumption per meter, respectively. The decrease in the average consumption per meter was driven change in customer mix during the periods.

Other revenues in the three months ended March 31, 2025 pertains to revenues from customer termination fees from commercial customers.

The customer base for GRE’s REPs as measured by meters served consisted of the following:

Gross meter acquisitions in the three months ended March 31, 2026, were 84,000 compared to 61,000 for the same period in 2025. Gross meter acquisitions for the three months ended March 31, 2026 increased compared to the same period in 2025 as we continue to increase our investments in customer acquisition efforts.

Meters served increased by 18,000 between December 31, 2025 and March 31, 2026. The increase in the number of meters served at March 31, 2026 compared to December 31, 2025 is due to new sales during the three months ended March 31, 2026 as customer acquisition increased as discussed above.

In the three months ended March 31, 2026, average monthly churn increased to 5.8% compared to 5.5% for the same period in 2025.

The average rates of annualized energy consumption by GRE's REPs' customers, as measured by 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.

RCEs at March 31, 2026 increased by 25,000 compared to December 31, 2025. The increase is due to increases in the number of meters served as discussed above.

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

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Cost of revenues for electricity increased in the three months ended March 31, 2026 compared to the same period in 2025 primarily because of an increase in the average unit cost of electricity partially offset by the decrease in electricity consumption by GRE’s REPs’ customers. The average unit cost of electricity increased 27.5% in the three months ended March 31, 2026 compared to the same period in 2025 due to general market conditions. The gross margin on electricity sales decreased in the three months ended March 31, 2026 compared to the same period in 2025 because the unit cost of electricity increased more than the increase in the average rate charged to customers.

Cost of revenues for natural gas increased in the three months ended March 31, 2026 compared to the same period in 2025 primarily because of an increase in the average unit cost of natural gas partially offset by a decrease in natural gas consumption by GRE's REPs' customers. The average unit cost of natural gas increased 54.6% in the three months ended March 31, 2026 compared to the same period in 2025 due to general market conditions. Gross margin on natural gas sales decreased in the three months ended March 31, 2026 compared to the same period in 2025 because the average unit cost of natural gas increased more than the average rate charged to customers.

Selling, General and Administrative. Selling, general and administrative expenses increased by 17.7% in the three months ended March 31, 2026 compared to the same period in 2025 primarily due to increases in marketing and customer acquisition costs and provision for credit losses partially offset by a decrease in employee-related expenses. Marketing and customer acquisition expenses increased by $3.7 million in the three months ended March 31, 2026 compared to the same period in 2025 due to an increase in meters acquired in the three months ended March 31, 2026 compared to the same period in 2025. Provision for credit losses increased by $0.2 million in the three months ended March 31, 2026 compared to the same period in 2025. Employee-related expenses decreased by $0.8 million in the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a decrease in bonus accrual. As a percentage of GRE’s total revenues, selling, general and administrative expenses increased from 14.4% in the three months ended March 31, 2025 to 16.6% in the three months ended March 31, 2026.

Genie Renewables Segment

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

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted into law. The law accelerates the expiration of the federal investment tax credit on solar projects, effective for projects going online after December 31, 2027. In light of this law, the Company evaluated the financial viability of all its solar projects and its qualification for the federal solar investment tax credits. The Company identified several projects that will be discontinued and assessed the values of the related assets at the lower of fair value 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.

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Revenues. GREW's revenues increased in the three months ended March 31, 2026 compared to the same period in 2025 due to increases in revenues generated by Genie Solar and CityCom Solar partially offset by a decrease in revenues generated by Diversegy. Genie Solar's revenues from the sale of solar panels and development of solar projects for customers, electricity generation from operational solar arrays and sale of solar panels increased by $2.9 million in the three months ended March 31, 2026 compared to the same period in 2025 as the Company sold its remaining solar panels at its carrying costs to reduce the level of solar panel inventories. Revenues from CityCom Solar increased by $0.4 million in the three months ended March 31, 2026 compared to the same period in 2025. Diversegy's revenues from commissions, entry fees and other fees decreased by $0.3 million in the three months ended March 31, 2026 compared to the same period in 2025.

Cost of Revenues. The increase in the cost of revenues in the three months ended March 31, 2026 compared to 2025 is due to the cost of solar panels that are sold in Genie Solar. In the three months ended March 31, 2026, we recorded a $0.9 million charge to the cost of revenues of Genie Solar to write down the carrying value of solar panel inventories to the estimated net realizable value.

Selling, General and Administrative. Selling, general and administrative expenses increased by 36.0% in the three months ended March 31, 2026 compared to the same period in 2025 due to increases in employee-related costs, consulting fees and depreciation expenses. Employee-related costs increased by $0.3 million in the three months ended March 31, 2026 compared to the same period in 2025, due to an increase in the number of employees, principally at Diversegy. Consulting fees increased by $0.2 million in the three months ended March 31, 2026 compared to the same period in 2025 due to an increase in level of business activities. Depreciation expenses increased by $0.1 million in the three months ended March 31, 2026 compared to the same period in 2025 due to completion and start of operation of community solar project and new equipment used in Roded.

Corporate

As discussed above, the remaining accounts of GRE International were transferred to corporate starting in the third quarter of 2022 (when GRE International ceased being treated as a separate segment). Entities under corporate do not generate any revenues, nor do they incur any cost of revenues. Corporate general and administrative expenses include unallocated compensation, consulting fees, legal fees, business development expenses and other corporate-related general and administrative expenses.

Corporate general and administrative expenses decreased by 6.0% in the three months ended March 31, 2026 compared to the same period in 2025 due to lower accrued bonuses. As a percentage of consolidated revenues, Corporate general and administrative expenses decreased to 1.7% in the three months ended March 31, 2026 from 1.8% in the three months ended March 31, 2025.

Consolidated

Selling, general and administrative expenses. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $0.7 million in each of the three months ended March 31, 2026 and 2025. At March 31, 2026, the aggregate unrecognized compensation cost related to non-vested stock-based compensation was $3.2 million. The unrecognized compensation cost is recognized over the expected vesting period.

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

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Interest income. Interest income decreased in the three months ended March 31, 2026, compared to the same period in 2025 primarily due to a decrease in average balances of cash and cash equivalents and restricted cash during the periods.

Other Income, net. Other income, net in the three months ended March 31, 2026 and 2025 consisted primarily of gains from investments, net of losses.

Provision for Income Taxes. The change in the reported tax rate for the three months ended March 31, 2026 compared to the same periods in 2025 is the result of changes in the mix of jurisdictions in which taxable income was earned and the nature of certain deductions.

Net Loss Attributable to Noncontrolling Interests. The net loss attributable to noncontrolling interests in the three months ended March 31, 2026 was primarily due to the shares of noncontrolling interest in the operations of Roded and Genie Solar. The net loss attributable to noncontrolling interest in the three months ended March 31, 2025 consisted primarily of the share of noncontrolling interest in the operations of Citizens Choice Energy.

Net loss from Discontinued Operations, net of tax. Loss from discontinued operations, net of tax in the three months ended March 31, 2026 and 2025 is mainly related to foreign exchange differences in Lumo Sweden during the periods.

Liquidity and Capital Resources

General

We currently expect that our cash flow from operations and the $194.6 million balance of unrestricted and restricted cash and cash equivalents that we held at March 31, 2026 will be sufficient to meet our anticipated cash requirements for at least twelve months from the issuance of the financial statements included in this March 31, 2026 Form 10-Q.

At March 31, 2026, we had working capital (current assets less current liabilities) of $188.4 million.

Operating Activities

Cash, cash equivalents and restricted cash used in operating activities of continuing operations was $6.5 million in the three months ended March 31, 2026 compared to the cash provided by operating activities of $13.5 million in the three months ended March 31, 2025. The decrease in cash flows is due primarily to the fluctuation in the results of operations in the three months ended March 31, 2026 compared to the same period in 2025.

Our cash flow from operations varies significantly from quarter to quarter and from year to year, depending on our operating results and the timing of operating cash receipts and payments, specifically trade accounts receivable and trade accounts payable. Changes in assets and liabilities decreased cash flows by $13.1 million for the three months ended March 31, 2026, compared to the same period in 2025.

Certain of GRE's REPs are party to an Amended and Restated Preferred Supplier Agreement with BP Energy Company, or BP, which is to be in effect through November 30, 2026. Under the agreement, the REPs purchase electricity and natural gas at market rate plus a fee. The obligations to BP are secured by 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 March 31, 2026, we were in compliance with such covenants. At March 31, 2026, restricted cash—short-term of $1.6 million and trade accounts receivable of $72.3 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $18.3 million at March 31, 2026.

We had purchase commitments of $131.3 million at March 31, 2026, of which $124.4 million was for purchases of electricity.

We are a lessee under operating lease agreements primarily for office space in locations where we operate and for our solar development projects with lease periods expiring between 2026 and 2052. Our future lease payments under the operating leases as of March 31, 2026 were $2.2 million.

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

Investing Activities

Our capital expenditures decreased by $0.9 million for the three months ended March 31, 2026 compared to the same period in 2025, due to the completion of a solar development project in December 2025. Our capital expenditures are mainly for the construction of solar projects at Genie Solar. We currently anticipate that our total capital expenditures in the twelve months ending December 31, 2026 will be between $5.0 million to $10.0 million mostly related to solar projects under development at GREW.

In the three months ended March 31, 2026, we acquired nominal interests in various ventures for an aggregate amount of investments of $5.0 million.

In the three months ended March 31, 2026 and 2025, we invested minimal amount and $0.4 million towards the improvement of an investment property we acquired in 2024.

Financing Activities

In the three months ended March 31, 2026 and 2025, we paid aggregate dividends of $0.075 per share to stockholders of our Class A common stock and Class B common stock, or total aggregate dividends of $2.0 million for each in the three months ended March 31, 2026 and 2025. On May 12, 2026 our Board of Directors declared a quarterly dividend of $0.075 per share on our Class A common stock and Class B common stock. The dividend will be paid on or about June 2, 2026 to stockholders of record as of the close of business on May 22, 2026.

In each of the three months ended March 31, 2026 and 2025, we paid $0.5 million to repurchase shares of our Class B common stock tendered by our employees (including one officer) to satisfy tax withholding obligations in connection with the lapsing of restrictions on awards of restricted stock. Such shares were repurchased by us based on their fair market value on the trading day immediately prior to the vesting date.

In January 2026, we extinguished the notes payable by paying the $1.8 million principal amount plus the $0.1 million accumulated accrued interest. The note payable carried a 5.0% interest rate.

On November 18, 2024, our subsidiary, SUT Holdings, LLC entered into a Term Loan Agreement with National Cooperative Bank, N.A. ("NCB") for $7.4 million (the "Term Loan"). The principal amount is payable in installments every January 1, July 1 and October 1 of each year starting on July 1, 2025. up to October 2031.

Interest on the unpaid balance is payable on each January 1, April 1, July 1 and October 1, calculated using the 3-Month Term Secured Overnight Financing Rate ("SOFR") published by CME Group Benchmark Administration plus a margin of 2.0% computed on the basis of actual number of days elapsed over 360 days. We paid NCB a nonrefundable commitment fee equal to 1.0% of the total principal amount equivalent to $0.1 million. We have the right to prepay the Term Loan in whole or in part at any time as permitted under specific terms in the Term Loan Agreement. The Term Loan is secured by our operating solar systems located in Ohio, Indiana and Michigan. The Term Loan is subject to various financial and negative covenants and at March 31, 2026, we were in compliance with all such covenants. At March 31, 2026, there was $7.0 million outstanding under the Term Loan at a weighted average interest rate of 6.3%. We also entered into a Cash Management Agreement with NCB to manage the cash flows of the operations of collateralized solar projects. The Cash Management Agreement also provided certain restriction on certain cash accounts specified in the agreements. At March 31, 2026, an aggregate of $3.9 million are deposited in NCB and are subject to certain restrictions.

In the three months ended March 31, 2026, we paid the required installment of the principal amount of the Term Loan of $0.1 million. There were no required payment in the three months ended March 31, 2025.

On December 13, 2018, we entered into a Credit Agreement with JPMorgan Chase Bank (“Credit Agreement”). On October 12, 2025, we entered into an amendment of the existing Credit Agreement to extend the maturity date of December 31, 2026. The aggregate principal amount was retained at $3.0 million credit line facility (“Credit Line”). We pay a commitment fee of 0.1% per annum on the unused portion of the Credit Line as specified in the Credit Agreement. The borrowed amounts will be in the form of letters of credit which will bear interest of 1.0% per annum. We will also pay a fee for each letter of credit that is issued equal to the greater of $500 or 1.0% of the original maximum available amount of the letter of credit. We agreed to deposit cash in a money market account at JPMorgan Chase Bank as collateral for the line of credit equal to $3.1 million. As of March 31, 2026, there are $1.0 million in letters of credit issued by JP Morgan Chase Bank. At March 31, 2026, the cash collateral of $3.3 million was included in restricted cash—short-term in our condensed consolidated balance sheet.

Cash flows from discontinued operations

Cash used in discontinued operations of Lumo Sweden was minimal in the three months ended March 31, 2026. Cash provided by operating activities of discontinued operations was $1.8 million in the three months ended March 31, 2025. The cash provided by operating activities of discontinued operations in the three months ended March 31, 2025 pertains to the proceeds from the settlement of hedges of Lumo Sweden, in which the last payment was received in April 2025.

FILINGSOURCEITEMBOUNDARYBEGIN Item 3. Quantitative and Qualitative Disclosures About Market Risks FILINGSOURCEITEMBOUNDARYENDItem 3. Quantitative and Qualitative Disclosures About Market Risks.

Our primary market risk exposure is the price applicable to our natural gas and electricity purchases and sales. The sales price of our natural gas and electricity is primarily driven by the prevailing market price. Hypothetically, for our GRE segment, if our gross profit per unit in the three months ended March 31, 2026 had remained the same as in the three months ended March 31, 2025, our gross profit from electricity would have increased by $2.4 million and our gross profit from natural gas would have decreased $1.3 million.

The energy markets have historically been very volatile, and we can reasonably expect that electricity and natural gas prices will be subject to fluctuations in the future. In an effort to reduce the effects of the volatility of the price of electricity and natural gas on our operations, we have adopted a policy of hedging electricity and natural gas prices from time to time, at relatively lower volumes, primarily through the use of put and call options and swaps. While the use of these hedging arrangements limits the downside risk of adverse price movements, it also limits future gains from favorable movements. We do not apply hedge accounting to these options or swaps; therefore the mark-to-market change in fair value is recognized in cost of revenues in our condensed consolidated statements of operations. We recognized gains from derivative instruments of $3.3 million and $3.2 million in the three months ended March 31, 2026 and 2025, respectively.

FILINGSOURCEITEMBOUNDARYBEGIN Item 4. Controls and Procedures FILINGSOURCEITEMBOUNDARYENDItem 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2026, due to the material weaknesses in internal control over financial reporting that were disclosed in the 2025 Form 10-K.

Remediation. As previously described in Part II, Item 9A of the 2025 Form 10-K, we began implementing a remediation plan to address the material weaknesses mentioned above. The weaknesses will not be considered remediated, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of these material weaknesses will be completed in 2026.

Changes in Internal Control over Financial Reporting. In the first quarter of 2026, we substantially completed the implementation of a new enterprise resource planning (ERP) system, to maintain the Company's financial records, process transactions and financial reporting. We have made changes to our internal control over financial reporting to address the related processes and systems. ∙ There were no other changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

FILINGSOURCEITEMBOUNDARYBEGIN Item 1. Legal Proceedings FILINGSOURCEITEMBOUNDARYENDItem 1. Legal Proceedings

Legal proceedings in which we are involved are more fully described in Note 19 to the Condensed Consolidated Financial Statements included in Item 1 to Part I of this Quarterly Report on Form 10-Q.

FILINGSOURCEITEMBOUNDARYBEGIN Item 1A. Risk Factors FILINGSOURCEITEMBOUNDARYENDItem 1A. Risk Factors

There are no material changes from the risk factors included in the 2025 Form 10-K.

FILINGSOURCEITEMBOUNDARYBEGIN Item 2. Unregistered Sales of Equity Securities and Use of Proceeds FILINGSOURCEITEMBOUNDARYENDItem 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information with respect to purchases by us of shares of our Class B common stock during the first quarter of 2026:

(1) Under our existing stock repurchase program, approved by our Board of Directors on March 11, 2013, we were authorized to repurchase up to an aggregate of 7.0 million shares of our Class B common stock.

(2) Consists of 36,659 shares of Class B Common Stock that were tendered by officers and employees to satisfy the tax withholding obligations in connection with the lapsing of restrictions on awards of restricted stock. Such shares were repurchased by us based on their current fair market value on the trading day immediately prior to the vesting date.

FILINGSOURCEITEMBOUNDARYBEGIN Item 3. Defaults upon Senior Securities FILINGSOURCEITEMBOUNDARYENDItem 3. Defaults upon Senior Securities

None

FILINGSOURCEITEMBOUNDARYBEGIN Item 4. Mine Safety Disclosures FILINGSOURCEITEMBOUNDARYENDItem 4. Mine Safety Disclosures

Not applicable

FILINGSOURCEITEMBOUNDARYBEGIN Item 5. Other Information FILINGSOURCEITEMBOUNDARYENDItem5. Other Information

None

FILINGSOURCEITEMBOUNDARYBEGIN Item 6. Exhibits FILINGSOURCEITEMBOUNDARYENDItem 6. Exhibits

* Filed or furnished herewith.

SIGNATURES

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