false
0001528356
0001528356
2026-03-19
2026-03-19
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): March 19, 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 2.02. Results of Operations and Financial Condition.
On March 19, 2026, the Registrant distributed over a wire service and posted to the investor relations page of its website (www.genie.com), an earnings release announcing its select preliminary estimated unaudited results of operations for the quarter and full year ended December 31, 2025. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (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 press release.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit No.
|
|
Document
|
|
99.1
104
|
|
Press Release, dated March 19, 2026, reporting the select, preliminary, interim results of operations for the quarter and full year ended December 31, 2025.
Cover Pager Interactive Data File, formatted in Inline XBRL document
|
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: March 19, 2026
EXHIBIT INDEX
|
Exhibit
Number
|
|
Document
|
|
99.1
|
|
Press Release, dated March 19, 2026, reporting the select, preliminary, interim results of operations for the quarter and full year ended December 31, 2025.
|
| 104 |
|
Cover Pager Interactive Data File, formatted in Inline XBRL document |
Exhibit 99.1
Genie Energy Announces Select, Preliminary, Unaudited, Interim Financial Results
Newark, NJ – March 19, 2026: Genie Energy, Ltd. (NYSE: GNE), a leading retail energy and renewable energy solutions provider, today provided an update on its fourth quarter and full year 2025, including select unaudited, preliminary financial results, as well as financial guidance for 2026.
As disclosed on the 8-K filed on March 12, 2026, the Audit Committee of the Company’s Board of Directors, in consultation with the Company’s management and independent registered public accounting firm, has concluded that the Company’s previously issued financial statements for the years ended December 31, 2024 and December 31, 2023 as well as the interim quarterly reports for 2024 and 2025 should not be relied upon and require restatement because of errors related to accounting for the liability associated with the Company’s captive insurance subsidiary.
“We are working closely with the independent Audit Committee and our auditors to prepare restated financial results for 2023 and 2024, as well as 2024 and 2025 quarterly results, and to provide audited 2025 financial results,” said Michael Stein, Genie’s Chief Executive Officer. “As we noted in our SEC filing on Thursday, we estimate that the restated financial statements will significantly increase our 2023 and 2024 income from operations, provision for income taxes, and net income.”
Select Preliminary Unaudited Operating Metrics (subject to change):
The Company provided select, preliminary estimated unaudited financial metrics for the three and twelve months ended December 31, 2025 on a consolidated basis and for its reporting segments, Genie Retail Energy (GRE) and Genie Renewables (GREW):
|
(Unaudited. In millions)
|
|
4Q25
|
|
|
4Q24
|
|
|
FY 2025
|
|
|
FY 2024
|
|
|
Consolidated Revenue
|
|
$ |
121.6 |
|
|
$ |
102.9 |
|
|
$ |
502.0 |
|
|
$ |
425.2 |
|
|
GRE
|
|
$ |
114.6 |
|
|
$ |
98.4 |
|
|
$ |
478.5 |
|
|
$ |
403.3 |
|
|
GREW
|
|
$ |
7.0 |
|
|
$ |
4.5 |
|
|
$ |
23.5 |
|
|
$ |
21.9 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Income from Operations
|
|
$ |
4.6 |
|
|
$ |
10.1 |
|
|
$ |
27.7 |
|
|
$ |
44.9 |
|
|
GRE
|
|
$ |
13.2 |
|
|
$ |
12.6 |
|
|
$ |
44.2 |
|
|
$ |
56.5 |
|
|
GREW
|
|
$ |
(5.7 |
) |
|
$ |
(0.7 |
) |
|
$ |
(7.1 |
) |
|
$ |
(3.0 |
) |
| |
●
|
As of December 31st 2025, the Company had $211.4 million of cash, restricted cash and cash equivalents compared to $200.6 million at December 31st 2024.
|
2026 Financial Outlook
For the full year 2026, Genie management is projecting consolidated Adjusted EBITDA of $40 to $50 million.
Commentary from Michael Stein, Chief Executive Officer
"Genie continued to generate strong cash flows in 2025, funding increased investment in promising growth initiatives at both GRE and GREW while further strengthening our balance sheet and returning value to our stockholders though share repurchases and our quarterly dividend. Adjusted EBITDA in 2025 came in below our guidance due to both challenging energy market conditions early in the year, write-downs of solar assets at Genie Solar in the fourth quarter following enactment of the ‘One Big Beautiful Bill’ and increased acquisition expense selling non-energy services.
“Our retail business has experienced a challenging operating environment so far this year with volatility impacting energy markets. However, we maintain a positive outlook and solid 2026 guidance based on our expectations that Genie Retail Energy’s margins will normalize as we move further into the year and that our Genie Renewables segment will increase its contribution to our bottom line even as we invest in early-stage growth initiatives.”
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's (GREW) holdings include Diversegy, an energy procurement advisor, Genie Solar, operator of a portfolio of community and commercial solar arrays, and various early-stage business initiatives. For more information, visit Genie.com.
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 "Management's 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.
Contact
Bill Ulrey
Investor Relations
Genie Energy, Ltd.
wulrey@genie.com