8-K
Genie Energy Ltd. (GNE)
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<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 520 Broad Street<br><br> <br>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<br><br> <br>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
ex_942731.htm
Exhibit 99.1
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 “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.
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