STOCK TITAN

Genie Energy (NYSE: GNE) faces NYSE noncompliance notice on delayed 10-K filing

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Genie Energy Ltd. received a noncompliance notice from the NYSE on April 1, 2026 because it has not yet filed its Form 10-K for the year ended December 31, 2025. The delay is tied to preparing restated audited financial statements for fiscal 2024 and 2023, which will be included in a comprehensive Form 10-K.

The company says it is working diligently to complete and file the report and expects to do so within the six-month period allowed under NYSE continued listing standards, which would restore compliance. The notice does not immediately affect the listing of Genie’s Class B common stock, but the NYSE can begin delisting proceedings or grant up to an additional six-month extension if the filing remains late.

Positive

  • None.

Negative

  • NYSE noncompliance and restatement-driven filing delay: Genie Energy received an NYSE notice for failing to timely file its Form 10-K because it must restate audited financials for 2024 and 2023, creating uncertainty around past results and introducing potential delisting risk if the comprehensive 10-K is not filed within the allowed cure periods.

Insights

Genie Energy faces NYSE noncompliance over a late 10-K tied to financial restatements, introducing real listing and credibility risk.

Genie Energy has fallen out of compliance with NYSE Section 802.01E because it has not filed its Form 10-K for the year ended December 31, 2025. The delay stems from the need to restate audited financial statements for fiscal 2024 and 2023, which is more serious than a routine filing delay and can raise questions about prior reporting.

The company plans to file a comprehensive Form 10-K, including the restated financials, within the NYSE’s allowed six-month cure period, which would return it to compliance. For now, its Class B common stock remains listed, but the NYSE may start delisting proceedings at any time and may or may not grant up to an additional six-month extension, depending on circumstances. Market perception will likely hinge on both the timing and the content of the restated results once disclosed.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cure period under NYSE standards six months Time Genie Energy anticipates using to file its comprehensive Form 10-K and regain compliance
Potential additional extension up to six additional months Extra time the NYSE may grant at its discretion for Genie Energy to regain compliance
Current 10-K fiscal year year ended December 31, 2025 Form 10-K filing that is delayed and triggered the NYSE noncompliance notice
Restated audited years fiscal 2024 and 2023 Prior audited financial statements being restated and included in the comprehensive Form 10-K
Section 802.01E regulatory
"not in compliance with Section 802.01E of the NYSE Listed Company Manual"
Form 10-K regulatory
"delayed filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
Rule 12b-25 regulatory
"would not be able to file the Form 10-K within the 15-day extension period under Rule 12b-25"
Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.
restated audited financial statements financial
"due to the need to prepare restated audited financial statements for the fiscal years ended December 31, 2024 and 2023"
continued listing standards regulatory
"within the six-month period provided for under NYSE continued listing standards as noted in the NYSE Notice"
Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.
false 0001528356 0001528356 2026-04-01 2026-04-01
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 8-K
 

 
CURRENT REPORT  
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): April 1, 2026
 

 
GENIE ENERGY LTD.
(Exact name of registrant as specified in its charter)
 

 
Delaware
1-35327
45-2069276
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
520 Broad Street
Newark, New Jersey
07102
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (973) 438-3500
 
Not Applicable
(Former name or former address, if changed since last report.)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b)-2 of the Exchange Act:
 
Title of each class
 
Trading Symbol
 
Name of each exchange on
which registered
Class B common stock, par value $.01 per share
 
GNE
 
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.   ☐
 
 

 
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On April 1, 2026, Genie Energy Ltd. (the “Company”) received a notice of noncompliance (the “NYSE Notice”) from the New York Stock Exchange (“NYSE”) noting that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual due to the delayed filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”).
 
As previously reported in the Company’s Notification of Late Filing on Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2026, the Company was unable to file the Form 10-K within the prescribed period without unreasonable effort or expense due to the Company’s need to restate its audited financial statements for the years ended December 31, 2024 and 2023 that will be included in the Form 10-K.
 
Item 7.01.
Regulation FD
 
On April 7, 2026, the Company issued a press release (the “Release”) announcing its receipt of the NYSE Notice. A copy of the Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
The Company is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the SEC. This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC unless otherwise expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the Release.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit No.  
Document
99.1  
Press Release, dated April 7, 2026.
104  
Cover Page Interactive Data File, formatted in Inline XBRL document.
 
 
2

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  GENIE ENERGY LTD.  
       
  By: /s/ Michael Stein  
    Name: Michael Stein  
    Title: Chief Executive Officer  
 
Dated: April 7, 2026
 
 
3

 
EXHIBIT INDEX
 
Exhibit No.  
Document
99.1  
Press Release, dated April 7, 2026.
104  
Cover Page Interactive Data File, formatted in Inline XBRL document.
 
 
4

Exhibit 99.1

 

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Genie Energy Receives NYSE Notice Regarding Delayed 10-K Filing

 

NEWARK, NJ April 7, 2026:  Genie Energy Ltd., (NYSE: GNE) (the “Company”), a leading retail energy and renewable energy solutions provider, announced today that it had received notice from the New York Stock Exchange (“NYSE”) on April 1, 2026 (“the NYSE Notice”) that it is not in compliance with Section 802.01E of the NYSE Listed Company Manual due to a delay in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”). 

 

The Company determined that it would not be able to file the Form 10-K within the 15-day extension period under Rule 12b-25 without unreasonable effort or expense due to the need to prepare restated audited financial statements for the fiscal years ended December 31, 2024 and 2023 that will be included in its comprehensive Form 10-K for the fiscal year ended December 31, 2025. The Company is working diligently to prepare and file the comprehensive Form 10-K, including the restated financial statements, as soon as practicable and anticipates filing within the six-month period provided for under NYSE continued listing standards as noted in the NYSE Notice, which will bring the Company back into compliance with NYSE continued listing standards.

 

The NYSE Notice has no immediate effect on the listing of the Company’s Class B common stock on the NYSE. If the Company fails to file the Form 10-K within the six-month period provided in the NYSE continued listing standards, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

 

On March 19, 2026, the Company issued a press release and filed a Form 8-K with the SEC providing select, preliminary estimated unaudited financial metrics for the three and twelve months ended December 31, 2025.

 

 

 

In this press release, all statements that are not purely about historical facts, including, but not limited to, those in which we use the words believe, anticipate, expect, plan, intend, estimate, target and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described in our most recent report on SEC Form 10-K (under the headings Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K.  We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise. 

 

About Genie Energy Ltd.: 

Genie Energy Ltd., (NYSE: GNE) is a leading retail energy and renewable energy solutions provider. The Genie Retail Energy division (GRE) supplies electricity, including electricity from renewable resources, and natural gas to residential and small business customers in the United States. The Genie Renewables division (GREW) is a vertically-integrated provider of community and utility-scale solar energy solutions. For more information, visit Genie.com.

 

Contact: 

Avi Goldin

Chief Financial Officer

Avi.goldin@genie.com

 

# # # 

 

 

FAQ

Why did Genie Energy (GNE) receive a NYSE noncompliance notice?

Genie Energy received the NYSE notice because it did not file its Form 10-K for the year ended December 31, 2025 on time. The delay is linked to preparing restated audited financial statements for 2024 and 2023 to include in a comprehensive 10-K.

What financial reports is Genie Energy (GNE) restating?

Genie Energy is restating its audited financial statements for the fiscal years ended December 31, 2024 and 2023. These restated results will be included in a comprehensive Form 10-K covering the fiscal year ended December 31, 2025, which the company is working to complete.

Does the NYSE notice immediately affect Genie Energy (GNE) stock listing?

The NYSE notice has no immediate effect on the listing of Genie Energy’s Class B common stock. The shares continue trading on the NYSE while the company works to file its comprehensive Form 10-K and regain compliance with NYSE continued listing standards.

How long does Genie Energy (GNE) have to regain NYSE compliance?

Genie Energy anticipates filing its comprehensive Form 10-K within a six-month period allowed under NYSE continued listing standards. If it misses that window, the NYSE may, at its discretion, grant up to six additional months or decide to start delisting proceedings.

What risks does the NYSE notice pose for Genie Energy (GNE) investors?

The notice highlights that Genie Energy is late with its Form 10-K due to restating prior-year audited financials, which can affect confidence in past results. If the company cannot file within the cure periods, the NYSE may consider delisting, which would impact the stock’s exchange listing status.

Filing Exhibits & Attachments

5 documents