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What changed in Via Renewables, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Via Renewables, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+212 added−194 removedSource: 10-K (2026-03-05) vs 10-K (2025-03-06)

Top changes in Via Renewables, Inc.'s 2025 10-K

212 paragraphs added · 194 removed · 169 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

54 edited+29 added−6 removed152 unchanged
Biggest changeA number of our senior executives have substantial experience in consumer and energy markets that have undergone regulatory restructuring and have extensive risk management and hedging expertise. We believe their experience is important to our continued success. We do not maintain key life insurance policies for our executive officers.
Biggest changeOur success depends on key members of our management, the loss of whom could disrupt our business operations. We depend on the continued employment and performance of key management personnel. A number of our senior executives have substantial experience in consumer and energy markets that have undergone regulatory restructuring and have extensive risk management and hedging expertise.
Debt we incur under our Senior Credit Facility, Subordinated Facility or otherwise could have negative consequences, including: • increasing our vulnerability to general economic and industry conditions; • requiring cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing or eliminating our ability to pay dividends to holders of our Series A Preferred Stock, or to use our cash flow to fund our operations, capital expenditures and future business opportunities; • limiting our ability to fund future acquisitions or engage in other activities that we view as in our long-term best interest; 29 Table of Contents • restricting our ability to make certain distributions with respect to our capital stock and the ability of our subsidiaries to make certain distributions to us, in light of restricted payment and other financial covenants, including requirements to maintain certain financial ratios, in our credit facilities and other financing agreements; • exposing us to the risk of increased costs due to changes in interest rates because certain of our borrowings are at variable rates of interest; • limiting our ability to obtain additional financing for working capital including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and • limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who have less debt.
Debt we incur under our Senior Credit Facility, Subordinated Facility or otherwise could have negative consequences, including: • increasing our vulnerability to general economic and industry conditions; • requiring cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing or eliminating our ability to pay dividends to holders of our Series A Preferred Stock, or to use our cash flow to fund our operations, capital expenditures and future business opportunities; • limiting our ability to fund future acquisitions or engage in other activities that we view as in our long-term best interest; • restricting our ability to make certain distributions with respect to our capital stock and the ability of our subsidiaries to make certain distributions to us, in light of restricted payment and other financial covenants, including requirements to maintain certain financial ratios, in our credit facilities and other financing agreements; • exposing us to the risk of increased costs due to changes in interest rates because certain of our borrowings are at variable rates of interest; • limiting our ability to obtain additional financing for working capital including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and • limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who have less debt.
Further, a price increase for RECs or carbon offsets may require us to decrease the renewable portion of our energy products, which may result in a loss of customers.
Further, a price increase for voluntary RECs or carbon offsets may require us to decrease the renewable portion of our energy products, which may result in a loss of customers.
A negative outcome for any of these matters could result in significant costs, may divert management's attention from other business issues or harm our reputation with customers. For additional information regarding the nature and status of certain proceedings, see Note 13 "Commitments and Contingencies" to the audited consolidated financial statements.
A negative outcome for any of these matters could result in significant costs, may divert management's attention from other business issues or harm our reputation with customers. For additional information regarding the nature and status of certain proceedings, see Note 12 "Commitments and Contingencies" to the audited consolidated financial statements.
In addition, our ability to arrange financing and the costs of such capital, are dependent on numerous factors, including: • general economic and capital market conditions; • credit availability from banks and other financial institutions; • investor confidence; • our financial performance and the financial performance of our subsidiaries; • our level of indebtedness and compliance with covenants in debt agreements; • maintenance of acceptable credit ratings; • cash flow; and • provisions of tax and securities laws that may impact raising capital.
In addition, our ability to arrange financing and the costs of such capital, are dependent on numerous factors, including: • general economic and capital market conditions; • credit availability from banks and other financial institutions; • investor confidence; 31 Table of Contents • our financial performance and the financial performance of our subsidiaries; • our level of indebtedness and compliance with covenants in debt agreements; • maintenance of acceptable credit ratings; • cash flow; and • provisions of tax and securities laws that may impact raising capital.
The following factors are beyond our control and could affect our stock price: 31 Table of Contents • the announcement of the elimination, suspension, reduction or reinstatement of dividends on Series A Preferred Stock; • the public reaction to our press releases, our other public announcements and our filings with the SEC; • trading volumes of the Series A Preferred Stock; • prevailing interest rates; • the market for similar securities; • general economic and financial market conditions; • our issuance of debt or other preferred equity securities; and • our financial condition, results of operations and prospects.
The following factors are beyond our control and could affect our stock price: • the announcement of the elimination, suspension, reduction or reinstatement of dividends on Series A Preferred Stock; • the public reaction to our press releases, our other public announcements and our filings with the SEC; • trading volumes of the Series A Preferred Stock; • prevailing interest rates; • the market for similar securities; • general economic and financial market conditions; • our issuance of debt or other preferred equity securities; and • our financial condition, results of operations and prospects.
Further, we could be prevented from paying cash dividends under Delaware law if certain capital requirements are not met, and may be further restricted by covenants in our Senior Credit Facility. 30 Table of Contents The amount of cash available for distribution depends primarily on our cash flow, and is not solely a function of profitability, which is affected by non-cash items.
Further, we could be prevented from paying cash dividends under Delaware law if certain capital requirements are not met, and may be further restricted by covenants in our Senior Credit Facility. The amount of cash available for distribution depends primarily on our cash flow, and is not solely a function of profitability, which is affected by non-cash items.
Changes under a new president, administration and Congress in the U.S. are also difficult to predict. Any such variation could negatively impact the retail energy business, including our business, could substantially increase costs to achieve compliance or otherwise could have a material adverse effect on our cash flow, results of operations and financial condition.
Changes under a new president, administration and Congress in the U.S. are also difficult to predict. Any such variation could negatively impact the retail energy business, including our 23 Table of Contents business, could substantially increase costs to achieve compliance or otherwise could have a material adverse effect on our cash flow, results of operations and financial condition.
We are also subject to disruptions in our information management systems arising out of events beyond our control, such as natural disasters, pandemics, epidemics, failures in hardware or software, power fluctuations, telecommunications and other similar disruptions. 27 Table of Contents Cyberattacks and data security breaches could adversely affect our business.
We are also subject to disruptions in our information management systems arising out of events beyond our control, such as natural disasters, pandemics, epidemics, failures in hardware or software, power fluctuations, telecommunications and other similar disruptions. Cyberattacks and data security breaches could adversely affect our business.
Our sole material asset is our equity interest in Spark HoldCo, LLC ("Spark HoldCo") and we are accordingly dependent upon distributions from Spark HoldCo to pay dividends on the Series A Preferred Stock. We are a holding company and have no material assets other than our equity interest in Spark HoldCo, and have no independent means of generating revenue.
Our sole material asset is our equity interest in Spark HoldCo, LLC ("Spark HoldCo") and we are accordingly dependent upon distributions from Spark HoldCo to pay dividends on the Series A Preferred Stock. 32 Table of Contents We are a holding company and have no material assets other than our equity interest in Spark HoldCo, and have no independent means of generating revenue.
There can be no assurance that we may be subject to significant damages as a result of a class action lawsuit for actions of our vendors that we may not be able to control. 23 Table of Contents We are, and in the future may become, involved in legal and regulatory proceedings and, as a result, may incur substantial costs.
There can be no assurance that we may be subject to significant damages as a result of a class action lawsuit for actions of our vendors that we may not be able to control. We are, and in the future may become, involved in legal and regulatory proceedings and, as a result, may incur substantial costs.
Ratings only reflect the views of the issuing rating agency or agencies and such ratings could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency. 34 Table of Contents A rating is not a recommendation to purchase, sell or hold any particular security, including the Series A Preferred Stock.
Ratings only reflect the views of the issuing rating agency or agencies and such ratings could at any time be revised downward or withdrawn entirely at the discretion of the issuing rating agency. A rating is not a recommendation to purchase, sell or hold any particular security, including the Series A Preferred Stock.
Maxwell is able to determine the outcome of all matters requiring shareholder approval, including mergers and other material transactions, and is able to cause or prevent a change in the composition of our board of directors or a change in control of our company. 32 Table of Contents So long as Mr.
Maxwell is able to determine the outcome of all matters requiring shareholder approval, including mergers and other material transactions, and is able to cause or prevent a change in the composition of our board of directors or a change in control of our company. So long as Mr.
Although we generally have a right to collect a termination fee from each customer on a fixed-price contract who terminates their contract early, we may not be able to collect the termination fees in full or at all. Our variable-price contracts can typically be terminated by our customers at any time without penalty.
Although we generally have a right to collect a termination fee from each customer on a fixed-price contract 26 Table of Contents who terminates their contract early, we may not be able to collect the termination fees in full or at all. Our variable-price contracts can typically be terminated by our customers at any time without penalty.
We rely on many internal and external sources for this information, including: • our marketing, pricing and customer operations functions; and • various local regulated utilities and ISOs for volume or meter read information, certain billing rates and billing types (e.g., budget billing) and other fees and expenses.
We rely on many internal and external sources for this information, including: • our marketing, pricing and customer operations functions; and 27 Table of Contents • various local regulated utilities and ISOs for volume or meter read information, certain billing rates and billing types (e.g., budget billing) and other fees and expenses.
We may experience difficulty managing our growth and implementing new product offerings, integrating new customers and employees, and complying with applicable market rules and the infrastructure for product delivery. State regulations may adversely impact customer acquisition and renewal revenue and profitability, and organic growth.
We may experience difficulty managing our growth and implementing new product offerings, integrating new customers and employees, and complying with applicable market rules and the infrastructure for product delivery. 25 Table of Contents State regulations may adversely impact customer acquisition and renewal revenue and profitability, and organic growth.
These liquidity requirements may be greater than we anticipate or are able to meet. 26 Table of Contents We face risks related to health epidemics, pandemics and other outbreaks.
These liquidity requirements may be greater than we anticipate or are able to meet. We face risks related to health epidemics, pandemics and other outbreaks.
Our amended and restated certificate of incorporation limits the fiduciary duties of one of our directors and certain of our affiliates and restricts the remedies available to our stockholders for actions taken by Mr. Maxwell or certain of our affiliates that might otherwise constitute breaches of fiduciary duty.
Our amended and restated certificate of incorporation limits the fiduciary duties of one of our directors and certain of our affiliates and restricts the remedies available to our stockholders for actions taken by Mr.
We may be unable to fully pass the higher cost of RECs through to our customers, and increases in the price of RECs may decrease our results of operations and affect our ability to compete with other energy retailers that have not contracted with customers to purchase RECs or carbon offsets.
We may be unable to fully pass the higher cost of RECs through to our customers, and increases in the price of RECs may decrease our results of operations and affect our ability to compete with other retailers.
Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations. 33 Table of Contents Future sales of Series A Preferred Stock in the public market could reduce the price of the Series A Preferred Stock, and may dilute your ownership in us.
Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
Our derivative instruments are subject to mark-to-market accounting requirements and are recorded on the consolidated balance sheet at fair value with changes in fair value resulting from fluctuations in the underlying commodity prices immediately recognized in earnings. As a result, the Company’s quarterly and annuals results are subject to significant fluctuations caused by the changes in market price.
Our derivative instruments are subject to mark-to-market accounting requirements and are recorded on the consolidated balance sheet at fair value with changes in fair value resulting from fluctuations in the underlying commodity prices immediately recognized in earnings.
We have outsourced our back office customer billing and transactions platforms to third party vendors, and we rely heavily on the continued performance of the vendors under our current outsourcing agreement.
We rely on third party vendors for our customer acquisition verification, billing and transactions platform that exposes us to third party performance risk and other risk. We have outsourced our back office customer billing and transactions platforms to third party vendors, and we rely heavily on the continued performance of the vendors under our current outsourcing agreement.
In accordance with the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) and the final regulations promulgated pursuant thereto by the Board of Governors of the Federal Reserve System (“Board”), the LIBOR Act specifies that the replacement benchmark rate on the Series A Preferred Stock following Three-Month LIBOR’s end of publication on June 30, 2023 is Three-Month CME Term SOFR, as administered by CME Group Benchmark Administration, Ltd.
LIBOR was a basic rate of interest widely used as a global reference for setting interest rates on loans and payment rates on other financial instruments, and ceased publication on June 30, 2023. 36 Table of Contents In accordance with the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) and the final regulations promulgated pursuant thereto by the Board of Governors of the Federal Reserve System (“Board”), the LIBOR Act specifies that the replacement benchmark rate on the Series A Preferred Stock following Three-Month LIBOR’s end of publication on June 30, 2023 is Three-Month CME Term SOFR, as administered by CME Group Benchmark Administration, Ltd.
To the extent that the competitive restructuring of retail electricity and natural gas markets is reversed, altered or discontinued, such changes could have a detrimental impact on our business and overall financial condition.
Regulations may be changed or reinterpreted and new laws and regulations applicable to our business could be implemented in the future. To the extent that the competitive restructuring of retail electricity and natural gas markets is reversed, altered or discontinued, such changes could have a detrimental impact on our business and overall financial condition.
Our ability to grow at levels experienced historically may be constrained if the market for acquisition candidates is limited and we are unable to make acquisitions of portfolios of customers and retail energy companies on commercially reasonable terms. 24 Table of Contents We have historically distributed a significant portion of our cash through dividends, and our ability to grow and make acquisitions with cash on hand could be limited.
Our ability to grow at levels experienced historically may be constrained if the market for acquisition candidates is limited and we are unable to make acquisitions of portfolios of customers and retail energy companies on commercially reasonable terms.
Our amended and restated certificate of incorporation contains provisions that we renounce any interest in existing and future investments in other entities by, or the business opportunities of, NuDevco Partners, LLC, NuDevco Partners Holdings, LLC and Mr.
Maxwell or certain of our affiliates that might otherwise constitute breaches of fiduciary duty. 35 Table of Contents Our amended and restated certificate of incorporation contains provisions that we renounce any interest in existing and future investments in other entities by, or the business opportunities of, NuDevco Partners, LLC, NuDevco Partners Holdings, LLC and Mr.
We are a “controlled company” under NASDAQ Global Select Market rules, and as such we are entitled to an exemption from certain corporate governance standards of the NASDAQ Global Select Market, and you may not have the same protections afforded to shareholders of companies that are subject to all of the NASDAQ Global Market corporate governance requirements.
We are a “controlled company” under NASDAQ Global Select Market rules, and as such we are entitled to an exemption from certain corporate governance standards of the NASDAQ Global Select Market, and you may not have the same protections afforded to shareholders of companies that are subject to all of the NASDAQ Global Market corporate governance requirements. 37 Table of Contents We qualify as a “controlled company” within the meaning of NASDAQ Global Select Market corporate governance standards because an affiliated holder controls more than 50% of our voting power.
If one of these persons or entities pursues a business opportunity instead of presenting the opportunity to us, we will not have any recourse against such person or entity for a breach of fiduciary duty.
If one of these persons or entities pursues a business opportunity instead of presenting the opportunity to us, we will not have any recourse against such person or entity for a breach of fiduciary duty. The Series A Preferred Stock represent perpetual equity interests in us, and investors should not expect us to redeem the Series A Preferred Stock.
As of December 31, 2024, approximately 59% of our RCEs were located in five states. Specifically, 24%, 9%, 9%, 9% and 8% of our customers on an RCE basis were located in PA, TX, CO, NJ, and NY, respectively.
As of December 31, 2025, approximately 63% of our RCEs were located in five states. Specifically, 25%, 15%, 8%, 8% and 7% of our customers on an RCE basis were located in PA, CO, TX, NY, and OH, respectively.
We have $106.0 million of indebtedness outstanding and $25.6 million in issued letters of credit under our Senior Credit Facility, and no indebtedness outstanding under our Subordinated Facility as of December 31, 2024.
We have $156.7 million of indebtedness outstanding and $36.7 million in issued letters of credit under our Senior Credit Facility, and no indebtedness outstanding under our Subordinated Facility as of December 31, 2025.
We may in the future sell additional shares of preferred stock, including shares of Series A Preferred Stock, on terms that may differ from those we have previously issued.
Future sales of Series A Preferred Stock in the public market could reduce the price of the Series A Preferred Stock, and may dilute your ownership in us. We may in the future sell additional shares of preferred stock, including shares of Series A Preferred Stock, on terms that may differ from those we have previously issued.
Actions taken by governmental authorities and third parties to contain and mitigate the risk of spread of any major public health crisis, including COVID-19, may negatively impact our business, including a disruption of or change to our operating plans. We are subject to direct credit risk for certain customers who may fail to pay their bills as they become due.
Actions taken by governmental authorities and third parties to contain and mitigate the risk of spread of any major public health crisis, such as COVID-19, may negatively impact our business, including a disruption of or change to our operating plans.
A failure to adjust (or to adjust adequately) the Conversion Rate after an event that increases your proportionate interest in us could be treated as a deemed taxable dividend to you. 35 Table of Contents If you are a non-U.S. holder, any deemed dividend may be subject to U.S. federal withholding tax at a 30% rate, or such lower rate as may be specified by an applicable treaty, which may be set off against subsequent payments on the Series A Preferred Stock.
If you are a non-U.S. holder, any deemed dividend may be subject to U.S. federal withholding tax at a 30% rate, or such lower rate as may be specified by an applicable treaty, which may be set off against subsequent payments on the Series A Preferred Stock.
We generally have the ability to terminate contracts with customers in the event of non-payment, but in most states in which we operate we cannot disconnect their natural gas or electricity service.
For the year ended December 31, 2025, customers in non-POR markets represented approximately 39% of our retail revenues. We generally have the ability to terminate contracts with customers in the event of non-payment, but in most states in which we operate we cannot disconnect their natural gas or electricity service.
In some regulatory programs or under some contracts, this capacity may be subject to recall by the utilities, which could have the effect of us being required to access the spot market to cover such a recall. 22 Table of Contents ESCOs face risks due to increased and rapidly changing regulations and increasing monetary fines by the state regulatory agencies.
In some regulatory programs or under some contracts, this capacity may be subject to recall by the utilities, which could have the effect of us being required to access the spot market to cover such a recall.
In addition, we incur costs monthly for ancillary charges such as reserves and capacity in the electricity sector by ISOs. For example, the ISOs will charge all retail electricity providers for monthly reserves that the ISO determines are necessary to protect the integrity of the grid.
For example, the ISOs will charge all retail electricity providers for monthly reserves that the ISO determines are necessary to protect the integrity of the grid.
Trading prices and corresponding market value of Series A Preferred Stock may also impact our ability to satisfy continued listing standards of The Nasdaq Global Select Market, or a particular tier of The Nasdaq exchanges.
Trading prices and corresponding market value of Series A Preferred Stock may also impact our ability to satisfy continued listing standards of The Nasdaq Global Select Market, or a particular tier of The Nasdaq exchanges. 33 Table of Contents One of the factors that will influence the trading price of the Series A Preferred Stock will be the distribution yield of the securities (as a percentage of the then market price of the securities) relative to market interest rates.
For example, recently, an ESCO was banned by the Public Utilities Commission of Ohio from operating in Ohio for five years in response to allegations of misleading and deceptive marketing practices. We may be subject to risks in connection with acquisitions, which could cause us to fail to realize many of the anticipated benefits of such acquisitions.
For example, recently, an ESCO was banned by the Public Utilities Commission of Ohio from operating in Ohio for five years in response to allegations of misleading and deceptive marketing practices.
We will also continue to pay certain expenses on behalf of several of our affiliates for which we will seek reimbursement. We will also continue to share our corporate headquarters with certain affiliates. We cannot assure that our affiliates will reimburse us for the costs we have incurred on their behalf or perform their obligations under any of these contracts.
We cannot assure 34 Table of Contents that our affiliates will reimburse us for the costs we have incurred on their behalf or perform their obligations under any of these contracts.
To provide energy to our customers, we purchase commodities in the wholesale energy markets, which are often highly volatile. Our commodity risk management strategy is designed to hedge substantially all of our forecasted volumes on our fixed-price customer contracts, as well as a portion of the near-term volumes on our variable-price customer contracts.
Our commodity risk management strategy is designed to hedge substantially all of our forecasted volumes on our fixed-price customer contracts, as well as a portion of the near-term volumes on our variable-price customer contracts. We use both physical and financial products to hedge our exposure.
There can be no assurance that competitive conditions will allow these vendors and their independent contractors to continue to successfully sign up new customers. Further, if our products are not attractive to, or do not generate sufficient revenue for our vendors, we may lose our existing relationships.
If we are unable to attract new vendors and retain existing vendors to achieve our marketing targets, our growth may be materially reduced. There can be no assurance that competitive conditions will allow these vendors and their independent contractors to continue to successfully sign up new customers.
We have grown our business in part through strategic acquisition opportunities from third parties and from affiliates of our majority shareholder and may continue to do so in the future.
We may be subject to risks in connection with acquisitions, which could cause us to fail to realize many of the anticipated benefits of such acquisitions. 24 Table of Contents We have grown our business in part through strategic acquisition opportunities from third parties and from affiliates of our majority shareholder and may continue to do so in the future.
Our vendors are essential to our telemarketing and door-to-door sales activities. Our ability to increase revenues in the future will depend significantly on our access to high quality vendors. If we are unable to attract new vendors and retain existing vendors to achieve our marketing targets, our growth may be materially reduced.
Our access to marketing channels may be contingent upon the viability of our telemarketing and door-to-door agreements with our vendors. Our vendors are essential to our telemarketing and door-to-door sales activities. Our ability to increase revenues in the future will depend significantly on our access to high quality vendors.
Under the mark-to-market accounting method, changes in the fair value of our hedging instruments that are not qualifying or not designated as hedges under accounting rules are recognized immediately in earnings.
Additionally, we enter into a variety of financial derivative and physical contracts to manage commodity price risk, and we use mark-to-market accounting to account for this hedging activity. Under the mark-to-market accounting method, changes in the fair value of our hedging instruments that are not qualifying or not designated as hedges under accounting rules are recognized immediately in earnings.
We bear direct credit risk related to customers located in markets that have not implemented POR programs as well as indirect credit risk in those POR markets that pass collection efforts along to us after a specified non-payment period. For the year ended December 31, 2024, customers in non-POR markets represented approximately 40% of our retail revenues.
We are subject to direct credit risk for certain customers who may fail to pay their bills as they become due. We bear direct credit risk related to customers located in markets that have not implemented POR programs as well as indirect credit risk in those POR markets that pass collection efforts along to us after a specified non-payment period.
In addition, we have contracts with certain customers that require us to purchase RECs or carbon offsets. If a state increases its renewable portfolio standards, the demand for RECs within that state will increase and therefore the market price for RECs could increase.
If a state increases its renewable portfolio standards, the demand for RECs within that state will increase and therefore the market price for RECs could also increase.
Furthermore, as a result of the seasonality of our business, we may reserve a portion of our excess cash available for distribution in the first and fourth quarters in order to fund our second and third quarter distributions. 25 Table of Contents Additionally, we enter into a variety of financial derivative and physical contracts to manage commodity price risk, and we use mark-to-market accounting to account for this hedging activity.
Furthermore, as a result of the seasonality of our business, we may reserve a portion of our excess cash available for distribution in the first and fourth quarters in order to fund our second and third quarter distributions.
A further reduction in benefits received by local regulated utilities from production tax credits in respect of renewable energy may adversely impact the availability to us, and marketability by us, of renewable energy under our brands. 28 Table of Contents Our access to marketing channels may be contingent upon the viability of our telemarketing and door-to-door agreements with our vendors.
A further reduction in benefits received by local regulated utilities from production tax credits with respect to renewable energy may adversely impact the availability to us, and marketability by us, of renewable energy under our brands. 29 Table of Contents Our renewable and environmental product offerings and related marketing claims could be subject to increased scrutiny and, if we are unable to substantiate or procure attributes, could harm our business.
We distribute a signification portion of our cash through dividends to holders of Series A Preferred Stock.
We have historically distributed a significant portion of our cash through dividends, and our ability to grow and make acquisitions with cash on hand could be limited. We distribute a signification portion of our cash through dividends to holders of Series A Preferred Stock.
Our vendors may fail to operate in accordance with the terms of the outsourcing agreement or a bankruptcy or other event may prevent them from performing under our outsourcing agreement. Risks Related to Our Capital Structure and Capital Stock Our indebtedness could adversely affect our ability to raise additional capital to fund our operations or pay dividends.
Our vendors may fail to operate in accordance with the terms of the outsourcing agreement or a bankruptcy or other event may prevent them from performing under our outsourcing agreement. Our use of automation, artificial intelligence and third-party tools could expose us to operational, legal, regulatory and reputational risks.
The Conversion Rate as defined in the Certificate of Designation for the Series A Preferred Stock is subject to adjustment in certain circumstances.
The Conversion Rate as defined in the Certificate of Designation for the Series A Preferred Stock is subject to adjustment in certain circumstances. A failure to adjust (or to adjust adequately) the Conversion Rate after an event that increases your proportionate interest in us could be treated as a deemed taxable dividend to you.
Although we maintain cyber-liability insurance that covers certain damage caused by cyber events, it may not be sufficient to cover us in all circumstances. Our success depends on key members of our management, the loss of whom could disrupt our business operations. We depend on the continued employment and performance of key management personnel.
Although we maintain cyber-liability insurance that covers certain damage caused by cyber events, it may not be sufficient to cover us in all circumstances. Evolving cybersecurity disclosure requirements could increase our costs and expose us to liability if we are unable to timely assess and disclose cybersecurity incidents.
Destruction caused by severe weather events, such as hurricanes, tornadoes, severe thunderstorms, snow and ice storms, can result in lost operating revenues. Our risk management policies and hedging procedures may not mitigate risk as planned, and we may fail to fully or effectively hedge our commodity supply and price risk.
Our risk management policies and hedging procedures may not mitigate risk as planned, and we may fail to fully or effectively hedge our commodity supply and price risk. To provide energy to our customers, we purchase commodities in the wholesale energy markets, which are often highly volatile.
Our key executives may not continue in their present roles and may not be adequately replaced. We rely on third party vendors for our customer acquisition verification, billing and transactions platform that exposes us to third party performance risk and other risk.
We believe their experience is important to our continued success. We do not maintain key life insurance policies for our executive officers. Our key executives may not continue in their present roles and may not be adequately replaced.
Removed
We use both physical and financial products to hedge our exposure.
Added
Destruction caused by severe weather events, such as hurricanes, tornadoes, severe thunderstorms, snow and ice storms, can result in lost operating revenues. Decarbonization policies and the evolving energy transition could reduce demand for certain products, increase costs and require changes to our business model.
Removed
The retail energy industry is highly regulated. Regulations may be changed or reinterpreted and new laws and regulations applicable to our business could be implemented in the future.
Added
Federal, state and local policies and market developments relating to decarbonization, electrification, renewable integration and emissions reductions may affect customer demand for electricity and natural gas products, the cost and availability of supply and the rules governing retail competition.
Removed
One of the factors that will influence the trading price of the Series A Preferred Stock will be the distribution yield of the securities (as a percentage of the then market price of the securities) relative to market interest rates.
Added
For example, changes to clean energy standards, carbon-related programs, building electrification initiatives, restrictions affecting gas infrastructure and evolving utility and ISO reliability requirements could increase our compliance costs, change pricing dynamics and alter customer behavior and attrition patterns.
Removed
The Series A Preferred Stock represent perpetual equity interests in us, and investors should not expect us to redeem the Series A Preferred Stock on the date the Series A Preferred Stock becomes redeemable by us or on any particular date afterwards.
Added
We may be required to redesign products, modify marketing and disclosures, invest in new capabilities or exit certain markets if we are unable to operate economically under evolving policies and market structures. Any such developments could materially and adversely affect our business, financial condition, results of operations and cash flows.
Removed
LIBOR was a basic rate of interest widely used as a global reference for setting interest rates on loans and payment rates on other financial instruments, and ceased publication on June 30, 2023.
Added
As a result, the Company’s quarterly and annuals results are subject to significant fluctuations caused by the changes in market price. 22 Table of Contents In addition, we incur costs monthly for ancillary charges such as reserves and capacity in the electricity sector by ISOs.
Removed
We qualify as a “controlled company” within the meaning of NASDAQ Global Select Market corporate governance standards because an affiliated holder controls more than 50% of our voting power.
Added
Our supply, trading and hedging activities expose us to complex wholesale market and derivatives requirements and disputes that could increase costs or limit our ability to manage commodity risk. We purchase and sell energy commodities and use physical and financial instruments to manage commodity price and volumetric risk.
Added
These activities are subject to evolving requirements and oversight, including rules applicable to derivatives, trading practices, recordkeeping, reporting, position limits and margin and collateral requirements, as well as wholesale market conduct standards and anti-manipulation rules.
Added
Regulatory changes, heightened enforcement activity, changes in market rules or settlement methodologies, or increased collateral or margin requirements could increase the cost of hedging, restrict available products or counterparties, or limit our ability to execute our risk management strategy.
Added
We may also be subject to disputes and settlement adjustments in ISO/RTO markets or with utilities and counterparties, including retroactive charges, uplift allocations, revised methodologies, billing disputes or other adjustments that could adversely affect our cash flows and results of operations.
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Any allegation that our trading, scheduling, bidding or hedging practices violated applicable requirements—even if ultimately unsubstantiated—could result in investigations, penalties, increased compliance costs, reputational harm and diversion of management time. ESCOs face risks due to increased and rapidly changing regulations and increasing monetary fines by the state regulatory agencies. The retail energy industry is highly regulated.
Added
We are subject to evolving cybersecurity disclosure obligations, including requirements to disclose material cybersecurity incidents and to provide enhanced disclosures regarding our cybersecurity risk management, strategy and governance.
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These requirements may increase our costs of compliance and may require us to make expedited judgments regarding the materiality, scope and likely impact of cybersecurity events, often based on incomplete, rapidly developing or potentially inaccurate information.
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Any failure, or perceived failure, to maintain effective cybersecurity disclosure controls and procedures—including controls relating to escalation, investigation, documentation and communication with third parties—could result in delayed, incomplete or inaccurate public disclosures, increased scrutiny by regulators, enforcement actions, private litigation (including securities class actions), reputational harm and diversion of management time, any of which could materially and adversely affect our business, financial condition, results of operations and cash flows.
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In addition, cybersecurity incidents affecting our vendors, utilities, ISO counterparties, lead generators or other third parties could impair our operations and could require public disclosure even if our systems are not directly compromised, which could further increase the difficulty of timely investigation and disclosure.
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Failure to comply with privacy, data protection and consumer information requirements could expose us to regulatory enforcement, litigation and increased operating costs. We collect, store, process and share certain customer and prospective customer information in connection with marketing, enrollment, verification, billing, collections, customer service and regulatory compliance.
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We may also process call recordings, chat transcripts or other communications data in connection with our sales and customer support activities.
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Privacy, data protection and related consumer-protection laws and regulations are rapidly evolving and may impose new obligations or restrict our ability to use data for marketing, analytics, customer service and risk management. 28 Table of Contents Our failure, or alleged failure, to comply with applicable privacy requirements, contractual data-use restrictions, recording-consent requirements, data retention and deletion obligations, or evolving standards applicable to vendors and service providers could result in investigations, enforcement actions, fines, civil litigation (including class actions), contractual claims and reputational harm.
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Compliance may require significant investments in data mapping, vendor oversight, training and technical controls, and may limit the effectiveness of our customer acquisition efforts. Even if we comply with applicable requirements, increased compliance costs or restrictions on data use could reduce the effectiveness of our marketing and customer engagement activities, impair customer experience and adversely affect our results of operations.
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We offer, or may offer, products that include renewable energy attributes, renewable energy credits (RECs), carbon offsets or other environmental components. Standards, registry practices and regulatory expectations governing renewable attributes and environmental marketing claims continue to evolve and are subject to heightened scrutiny by regulators, consumer advocates and private plaintiffs.
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If we are unable to procure sufficient RECs or other attributes at commercially reasonable prices, if a registry or supplier experiences operational issues, or if applicable standards change, we may be unable to deliver products as marketed or as required under customer contracts.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities. 37 Table of Contents In the event of a cybersecurity incident, the Director of Infrastructure is equipped with a well-defined incident response plan. This plan includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents.
Biggest changeThe Senior VP of Enterprise Technology Solutions implements and oversees processes for the regulatory monitoring of our information systems. This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, the Senior VP of Enterprise Technology Solutions is equipped with a well-defined incident response plan.
This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing Via Renewables, Inc. Furthermore, significant cybersecurity mattes, and strategic risk management decisions are escalated to the Board of Directors, ensuring that they have comprehensive oversight and can provide guidance on critical cybersecurity issues.
This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing Via Renewables, Inc. 39 Table of Contents Furthermore, significant cybersecurity mattes, and strategic risk management decisions are escalated to the Board of Directors, ensuring that they have comprehensive oversight and can provide guidance on critical cybersecurity issues.
Board of Directors Oversight The Audit Committee is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for this domain. The Audit Committee is composed of board members with diverse expertise including, risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively.
Board of Directors Oversight 38 Table of Contents The Audit Committee is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for this domain. The Audit Committee is composed of board members with diverse expertise including, risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively.
Monitor Cybersecurity Incidents The Director of Infrastructure is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. This ongoing knowledge acquisition is crucial for the effective prevention, detection, mitigation, and remediation of cybersecurity incidents. The Director of Infrastructure implements and oversees processes for the regulatory monitoring of our information systems.
Monitor Cybersecurity Incidents The Senior VP of Enterprise Technology Solutions is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. This ongoing knowledge acquisition is crucial for the effective prevention, detection, mitigation, and remediation of cybersecurity incidents.
This review helps in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework. Risk Management Personnel Primary responsibility for assessing, monitoring and managing our cybersecurity risk rests with the Director of Infrastructure.
This review helps in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework.
This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties. 36 Table of Contents Risks from Cybersecurity Threats We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.
We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties. Risks from Cybersecurity Threats We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.
With over 27 years of experience in the field of cybersecurity, the Director of Infrastructure brings a wealth of expertise to his role. His in-depth knowledge and experience are instrumental in developing and executing our cybersecurity strategies. Our Director of Infrastructure oversees our governance programs, tests our compliance with standards, remediates known risks, and leads our employee training program.
His in-depth knowledge and experience are instrumental in developing and executing our cybersecurity strategies. Our Senior VP of Enterprise Technology Solutions oversees our governance programs, tests our compliance with standards, remediates known risks, and leads our employee training program.
Reporting to the Board of Directors The Director of Infrastructure, in his capacity, regularly informs the Chief Financial Officer (CFO) and Chief Operating Officer (COO) of all aspects related to cybersecurity risks and incidents. The CFO and COO regularly inform the Chief Executive Officer (CEO) of such risk and incidents.
This plan includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents. Reporting to the Board of Directors The Senior VP of Enterprise Technology Solutions, in his capacity, regularly informs the Chief Financial Officer (CFO) and Chief Operating Officer (COO) of all aspects related to cybersecurity risks and incidents.
Removed
We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards.
Added
Risk Management Personnel Primary responsibility for assessing, monitoring and managing our cybersecurity risk rests with the Senior Vice President of Enterprise Technology Solutions along with his team with over 20 years of combined experience in the field of cybersecurity, the Senior VP of Enterprise Technology Solutions brings a wealth of expertise to his role.
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The CFO and COO regularly inform the Chief Executive Officer (CEO) of such risk and incidents.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWhile the lawsuits and claims are asserted for amounts that may be material, should an unfavorable outcome occur, management does not currently expect that any currently pending matters will have a material adverse effect on our financial position or results of operations except as described in Part II, Item 8 “Financial Statements and Supplementary Data,” Note 13 "Commitments and Contingencies" to the audited consolidated financial statements, which are incorporated herein by reference.
Biggest changeWhile the lawsuits and claims are asserted for amounts that may be material, should an unfavorable outcome occur, management does not currently expect that any currently pending matters will have a material adverse effect on our financial position or results of operations except as described in Part II, Item 8 “Financial Statements and Supplementary Data,” Note 12 "Commitments and Contingencies" to the audited consolidated financial statements, which are incorporated herein by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePeriod (a) Total Number of Shares Purchased (b) Average Price Paid per Share (c ) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) (d) Maximum Number (or Approximate Dollar Value) of Shares that May yet be Purchased Under the Plans or Programs October 1 - October 31, 2024 — $ — — — November 1 - November 30, 2024 — — — — December 1 - December 31, 2024 187,103 22.50 187,103 — Total 187,103 $ 22.50 187,103 — (1) On November 15, 2024, we initiated a tender offer to purchase up to 800,000 shares of our Series A Preferred Stock.
Biggest changePeriod (a) Total Number of Shares Purchased (b) Average Price Paid per Share (c ) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares that May yet be Purchased Under the Plans or Programs October 1 - October 31, 2025 (1) 287,294 $ 25.00 287,294 — November 1 - November 30, 2025 — — — — December 1 - December 31, 2025 (2) 258,565 25.47 258,565 — Total 545,859 $ 25.22 545,859 — (1) On September 15, 2025, we announced the redemption of 287,294 shares of our Series A Preferred Stock for a redemption price of $25.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to, but not including, the redemption date of October 15, 2025.
Recent Sales of Unregistered Equity Securities We have not sold any unregistered equity securities other than as previously reported. Issuer Purchases of Equity Securities The following table sets forth information regarding purchase of our Series A Preferred Stock by us during the three months ended December 31, 2024 pursuant to our tender offer.
Recent Sales of Unregistered Equity Securities We have not sold any unregistered equity securities other than as previously reported. Issuer Purchases of Equity Securities The following table sets forth information regarding purchase of our Series A Preferred Stock by us during the three months ended December 31, 2025 pursuant to our redemption.
In December 2024, we accepted for purchase of 187,103 shares of Series A Preferred Stock at a purchase price of $22.50, for an aggregate purchase price of approximately $4.2 million. Stock Performance Graph The company does not have a class of common stock registered under section 12 of the Securities Exchange Act of 1934. 39 Table of Contents
We paid $6.6 million on the redemption date. Stock Performance Graph The company does not have a class of common stock registered under section 12 of the Securities Exchange Act of 1934. 41 Table of Contents
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We paid $7.2 million on the redemption date. (2) On November 18, 2025, we announced the redemption of 258,565 shares of our Series A Preferred Stock for a redemption price of $25.00 per share, plus an amount equal to all accumulated and unpaid dividends thereon to, but not including, the redemption date of December 18, 2025.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table presents a reconciliation of Retail Gross Margin to gross profit for each of the periods indicated. 48 Table of Contents Year Ended December 31, (in thousands) 2024 2023 2022 Reconciliation of Retail Gross Margin to Gross Profit: Total Revenues $ 398,868 $ 435,192 $ 460,493 Less: Retail cost of revenues 230,791 310,744 357,096 Gross Profit $ 168,077 $ 124,448 $ 103,397 Less: Net asset optimization expense (2,326) (7,326) (2,322) Net, (loss) gain on non-trading derivative instruments (4,464) (70,304) 17,305 Net, cash settlements on non-trading derivative instruments 32,871 65,428 (35,966) Non-recurring event - winter storm Uri — — 9,565 Retail Gross Margin $ 141,996 $ 136,650 $ 114,815 Retail Gross Margin - Retail Electricity Segment (1) $ 93,669 $ 87,566 $ 82,749 Retail Gross Margin - Retail Natural Gas Segment $ 47,865 $ 47,489 $ 32,066 Retail Gross Margin - Other $ 462 $ 1,595 $ — (1) Retail Gross Margin for year ended December 31, 2022 includes a deduction of $9.6 million related to proceeds received under an ERCOT (winter storm Uri) securitization mechanism in June 2022.
Biggest changeYear Ended December 31, (in thousands) 2025 2024 2023 Reconciliation of Retail Gross Margin to Gross Profit: Total Revenues $ 463,451 $ 398,868 $ 435,192 Less: Retail cost of revenues 321,807 230,791 310,744 Gross Profit $ 141,644 $ 168,077 $ 124,448 Less: Net asset optimization expense (3,770) (2,326) (7,326) Net, (loss) on non-trading derivative instruments (3,142) (4,464) (70,304) Net, cash settlements on non-trading derivative instruments (1,213) 32,871 65,428 Retail Gross Margin $ 149,769 $ 141,996 $ 136,650 Retail Gross Margin - Retail Electricity Segment $ 88,909 $ 93,669 $ 87,566 Retail Gross Margin - Retail Natural Gas Segment $ 60,847 $ 47,865 $ 47,489 Retail Gross Margin - Other $ 13 $ 462 $ 1,595 Our non-GAAP financial measures of Adjusted EBITDA and Retail Gross Margin should not be considered as alternatives to gross profit.
During these same periods, we paid these local regulated utilities a weighted average discount of approximately 1.2%, 1.0% and 0.9%, respectively, of total revenues for customer credit risk protection. Weather Conditions Weather conditions directly influence the demand for natural gas and electricity and affect the prices of energy commodities.
During these same periods, we paid these local regulated utilities a weighted average discount of approximately 0.2%, 1.2% and 1.0%, respectively, of total revenues for customer credit risk protection. Weather Conditions Weather conditions directly influence the demand for natural gas and electricity and affect the prices of energy commodities.
We define “Adjusted EBITDA” as EBITDA less (i) customer acquisition costs incurred in the current period, plus or minus (ii) net (loss) gain on derivative instruments, and (iii) net current period cash settlements on derivative instruments, plus (iv) non-cash compensation expense, and (v) other non-cash and non-recurring operating items.
Adjusted EBITDA . We define “Adjusted EBITDA” as EBITDA less (i) customer acquisition costs incurred in the current period, plus or minus (ii) net (loss) gain on derivative instruments, and (iii) net current period cash settlements on derivative instruments, plus (iv) non-cash compensation expense, and (v) other non-cash and non-recurring operating items.
The Company writes off customer balances when it believes that amounts are no longer collectible and when it has exhausted all means to collect these receivables. 60 Table of Contents For trade accounts receivables, the Company accrues an allowance for credit losses by business segment by pooling customer accounts receivables based on similar risk characteristics, such as customer type, geography, aging analysis, payment terms, and related macroeconomic factors.
The Company writes off customer balances when it believes that amounts are no longer collectible and when it has exhausted all means to collect these receivables. 61 Table of Contents For trade accounts receivables, the Company accrues an allowance for credit losses by business segment by pooling customer accounts receivables based on similar risk characteristics, such as customer type, geography, aging analysis, payment terms, and related macroeconomic factors.
See "— Sources of Liquidity and Capital Resources — Amended and Restated Subordinated Debt Facility." 55 Table of Contents Borrowings and related posting of letters of credit under our Senior Credit Facility are subject to material variations on a seasonal basis due to the timing of commodity purchases to satisfy natural gas inventory requirements and to meet customer demands during periods of peak usage.
See "— Sources of Liquidity and Capital Resources — Amended and Restated Subordinated Debt Facility." 56 Table of Contents Borrowings and related posting of letters of credit under our Senior Credit Facility are subject to material variations on a seasonal basis due to the timing of commodity purchases to satisfy natural gas inventory requirements and to meet customer demands during periods of peak usage.
Customer Credit Risk Approximately 60% of our revenues are derived from customers in utilities where customer credit risk is borne by the utility in exchange for a discount on amounts billed. Where we have customer credit risk, we record bad debt based on an estimate of uncollectible amounts.
Customer Credit Risk Approximately 61% of our revenues are derived from customers in utilities where customer credit risk is borne by the utility in exchange for a discount on amounts billed. Where we have customer credit risk, we record bad debt based on an estimate of uncollectible amounts.
Cash flows provided by operating activities for the year ended December 31, 2024 increased by $1.2 million compared to the year ended December 31, 2023. The increase was primarily the result of higher net income in 2024 coupled with other changes in working capital.
Cash flows provided by operating activities for the year ended December 31, 2024 increased by $1.2 million compared to the year ended December 31, 2023. The increase was primarily the result of higher net income in 2024 coupled with other changes in working capital. Cash Flows Used in Investing Activities .
(Refer to Note 9 "Debt" in the Company’s audited consolidated financial statements for discussion of the material terms of our Senior Credit Facility, including the covenant requirements for our Minimum Fixed Charge Coverage Ratio and Maximum Total Leverage Ratio) 46 Table of Contents The GAAP measures most directly comparable to Adjusted EBITDA are net income (loss) and net cash provided by (used in) operating activities.
(Refer to Note 9 "Debt" in the Company’s audited consolidated financial statements for discussion of the material terms of our Senior Credit Facility, including the covenant requirements for our Minimum Fixed Charge Coverage Ratio and Maximum Total Leverage Ratio) The GAAP measures most directly comparable to Adjusted EBITDA are net income (loss) and net cash provided by (used in) operating activities.
A dividend penalty event would occur if dividends on the Series A Preferred Stock are in arrears for six or more quarterly dividend periods, in which case the dividend rate on the Series A Preferred Stock would increase by 2.00% per annum, and the holders of the Series A Preferred Stock would be entitled to elect two members to our Board of Directors, until the dividend penalty event is cured. 58 Table of Contents Summary of Contractual Obligations The following table discloses aggregate information about our contractual obligations and commercial commitments as of December 31, 2024 (in millions): Total 2025 2026 2027 2028 2029 > 5 years Purchase obligations: Pipeline transportation agreements $ 5.6 $ 3.9 $ 0.9 $ 0.6 $ 0.2 $ — $ — Other purchase obligations (1) 7.8 5.3 2.3 0.2 — — — Total purchase obligations $ 13.4 $ 9.2 $ 3.2 $ 0.8 $ 0.2 $ — $ — Senior Credit Facility $ 106.0 $ — $ — $ 106.0 $ — $ — $ — Debt $ 106.0 $ — $ — $ 106.0 $ — $ — $ — (1) The amounts presented here include contracts for billing services and other software agreements to support our operations.
A dividend penalty event would occur if dividends on the Series A Preferred Stock are in arrears for six or more quarterly dividend periods, in which case the dividend rate on the Series A Preferred Stock would increase by 2.00% per annum, and the holders of the Series A Preferred Stock would be entitled to elect two members to our Board of Directors, until the dividend penalty event is cured. 59 Table of Contents Summary of Contractual Obligations The following table discloses aggregate information about our contractual obligations and commercial commitments as of December 31, 2025 (in millions): Total 2026 2027 2028 2029 2030 > 5 years Purchase obligations: Pipeline transportation agreements $ 5.1 $ 4.3 $ 0.6 $ 0.2 $ — $ — $ — Other purchase obligations (1) 8.4 3.9 3.1 1.4 — — — Total purchase obligations $ 13.5 $ 8.2 $ 3.7 $ 1.6 $ — $ — $ — Senior Credit Facility $ 120.0 $ — $ 120.0 $ — $ — $ — $ — Debt $ 120.0 $ — $ 120.0 $ — $ — $ — $ — (1) The amounts presented here include contracts for billing services and other software agreements to support our operations.
On October 31, 2024, we performed a quantitative assessment of goodwill in accordance with guidance from ASC 350, in which we compared our estimate of the fair value of our reporting units with their carrying values, including goodwill.
On October 31, 2025, we performed a quantitative assessment of goodwill in accordance with guidance from ASC 350, in which we compared our estimate of the fair value of our reporting units with their carrying values, including goodwill.
In this segment, we purchase natural gas supply through physical and financial transactions with market counterparties and supply natural gas to residential and commercial consumers pursuant to fixed-price and variable-price contracts. For the years ended December 31, 2024, 2023 and 2022, approximately 25%, 25% and 24%, respectively, of our retail revenues were derived from the sale of natural gas.
In this segment, we purchase natural gas supply through physical and financial transactions with market counterparties and supply natural gas to residential and commercial consumers pursuant to fixed-price and variable-price contracts. For the years ended December 31, 2025, 2024 and 2023, approximately 33%, 25% and 25%, respectively, of our retail revenues were derived from the sale of natural gas.
The goodwill on our consolidated balance sheet as of December 31, 2024 is associated with both our Retail Natural Gas and Retail Electricity reporting units.
The goodwill on our consolidated balance sheet as of December 31, 2025 is associated with both our Retail Natural Gas and Retail Electricity reporting units.
Our credit loss expense on non-POR revenues was as follows: Year Ended December 31, 2024 2023 2022 Total Non-POR Credit Loss as Percent of Revenue 1.3 % 1.7 % 3.0 % During the year ended December 31, 2024, we experienced lower credit loss expense versus 2023.
Our credit loss expense on non-POR revenues was as follows: Year Ended December 31, 2025 2024 2023 Total Non-POR Credit Loss as Percent of Revenue 0.5 % 1.3 % 1.7 % During the year ended December 31, 2025, we experienced lower credit loss expense versus 2024.
For the years ended December 31, 2024, 2023 and 2022, approximately 60%, 55% and 59%, respectively, of our retail revenues were collected through POR programs where substantially all of our credit risk was with local regulated utility companies. As of December 31, 2024, 2023 and 2022, all of these local regulated utility companies had investment grade ratings.
For the years ended December 31, 2025, 2024 and 2023, approximately 61%, 60% and 55%, respectively, of our retail revenues were collected through POR programs where substantially all of our credit risk was with local regulated utility companies. As of December 31, 2025, 2024 and 2023, all of these local regulated utility companies had investment grade ratings.
Customer Growth Customer growth is a key driver of our operations. Our ability to acquire customers organically or by acquisition is important to our success as we experience ongoing customer attrition. Our customer growth strategy includes growing organically through traditional sales channels complemented by customer portfolio and business acquisitions. We measure our number of customers using residential customer equivalents ("RCEs").
Our ability to acquire customers organically or by acquisition is important to our success as we experience ongoing customer attrition. Our customer growth strategy includes growing organically through traditional sales channels complemented by customer portfolio and business acquisitions. We measure our number of customers using residential customer equivalents ("RCEs").
The decrease in cash flows used in financing activities was primarily due to net paydown of of sub-debt of $20.0 million in 2023 that we did not have in 2024, and net borrowing of $12.0 million from our Senior Credit Facility for the year ended December 31, 2024, offset by $4.2 million used in buyback of Series A Preferred Stock, and $7.3 million in distributions to our non-controlling interest.
This was primarily due to net paydown of of sub-debt of $20.0 million in 2023 that we did not have in 2024, and net borrowing of $12.0 million from our Senior Credit Facility for the year ended December 31, 2024, offset by $4.2 million used in buyback of Series A Preferred Stock, and $7.3 million in distributions to our non-controlling interest.
Net asset optimization resulted in a loss of $2.3 million, $7.3 million and $2.3 million for the years ended December 31, 2024, 2023 and 2022, respectively. 45 Table of Contents Non-GAAP Performance Measures We use the Non-GAAP performance measures of Adjusted EBITDA and Retail Gross Margin to evaluate and measure our operating results.
Net asset optimization resulted in a loss of $3.8 million, $2.3 million and $7.3 million for the years ended December 31, 2025, 2024 and 2023, respectively. 47 Table of Contents Non-GAAP Performance Measures We use the Non-GAAP performance measures of Adjusted EBITDA and Retail Gross Margin to evaluate and measure our operating results.
During the years ended December 31, 2024 and 2023, we spent a total of 3.2 million and zero, respectively, on customer book acquisitions. Capital Expenditures Our capital requirements each year are relatively low and generally consist of minor purchases of equipment or information system upgrades and improvements.
During the years ended December 31, 2025 and 2024, we spent a total of 14.6 million and 3.2 million, respectively, on customer book acquisitions. Capital Expenditures Our capital requirements each year are relatively low and generally consist of minor purchases of equipment or information system upgrades and improvements.
We completed our annual assessment of goodwill impairment at October 31, 2024, and the test indicated no impairment. 61 Table of Contents Deferred tax assets and liabilities The Company recognizes the amount of taxes payable or refundable for each tax year.
We completed our annual assessment of goodwill impairment at October 31, 2025, and the test indicated no impairment. 62 Table of Contents Deferred tax assets and liabilities The Company recognizes the amount of taxes payable or refundable for each tax year.
On January 15, 2025, our Board of Directors declared a quarterly cash dividend in the amount of $0.69635 per share for the Series A Preferred Stock. Dividends on the Series A Preferred Stock will be paid on April 15, 2025 to holders of record on April 1, 2025.
On January 15, 2026, our Board of Directors declared a quarterly cash dividend in the amount of $0.65699 per share for the Series A Preferred Stock. Dividends on the Series A Preferred Stock will be paid on April 15, 2026 to holders of record on April 1, 2026.
Retail cost of revenues for the Retail Natural Gas Segment for the year ended December 31, 2024 were approximately $43.2 million, a decrease of approximately $25.0 million, or 37%, from approximately $68.2 million for the year ended December 31, 2023.
Retail cost of revenues for the Retail Natural Gas Segment for the year ended December 31, 2024, a decreased approximately $25.0 million, or 37%, from approximately $68.2 million for the year ended December 31, 2023.
As further described below, on June 28, 2024, the Company entered into the First Amendment (the "First Amendment") to its senior credit facility (as amended by the First Amendment, the “Senior Credit Facility”). The Senior Credit Facility matures on June 30, 2027 and has a borrowing capacity of $205.0 million.
On June 28, 2024, the Company entered into the First Amendment (the "First Amendment") to its senior credit facility (as amended by the First Amendment, the “Senior Credit Facility”). The Senior Credit Facility matures on June 30, 2027 and has a borrowing capacity of $250.0 million.
For each of the three years ended December 31, 2024, customer acquisition costs were as follows: Year Ended December 31, (In thousands) 2024 2023 2022 Customer Acquisition Costs $ 9,508 $ 6,736 $ 5,870 We strive to maintain a disciplined approach to recovery of our customer acquisition costs within a 12 month period.
For each of the three years ended December 31, 2025, customer acquisition costs were as follows: Year Ended December 31, (In thousands) 2025 2024 2023 Customer Acquisition Costs $ 10,415 $ 9,508 $ 6,736 We strive to maintain a disciplined approach to recovery of our customer acquisition costs within a 12 month period.
For the years ended December 31, 2024, 2023 and 2022, approximately 75%, 75% and 76%, respectively, of our retail revenues were derived from the sale of electricity. • Retail Natural Gas Segment .
For the years ended December 31, 2025, 2024 and 2023, approximately 67%, 75% and 75%, respectively, of our retail revenues were derived from the sale of electricity. • Retail Natural Gas Segment .
For a discussion of the status of current legal and regulatory matters, see Note 13 "Commitments and Contingencies" in the Company’s audited consolidated financial statements. 62 Table of Contents
For a discussion of the status of current legal and regulatory matters, see Note 12 "Commitments and Contingencies" in the Company’s audited consolidated financial statements. 63 Table of Contents
Customer Acquisitions Our customer acquisition strategy consists of customer growth obtained through organic customer additions as well as opportunistic acquisitions. During the years ended December 31, 2024 and 2023, we spent a total of $9.5 million and $6.7 million, respectively, on organic customer acquisitions.
Customer Acquisitions Our customer acquisition strategy consists of customer growth obtained through organic customer additions as well as opportunistic acquisitions. During the years ended December 31, 2025 and 2024, we spent a total of $10.4 million and $9.5 million, respectively, on organic customer acquisitions.
As of December 31, 2024, we had no material "off-balance sheet arrangements." 59 Table of Contents Related Party Transactions For a discussion of related party transactions, see Note 14 "Transactions with Affiliates" in the Company’s audited consolidated financial statements.
As of December 31, 2025, we had no material "off-balance sheet arrangements." 60 Table of Contents Related Party Transactions For a discussion of related party transactions, see Note 13 "Transactions with Affiliates" in the Company’s audited consolidated financial statements.
We are currently focused on growing through organic sales channels; however, we continue to evaluate opportunities to acquire customers through acquisitions and pursue such acquisitions when it makes sense economically or strategically.
We are currently focused on growing through organic sales channels; however, we continue to evaluate opportunities to acquire customers through acquisitions and pursue such acquisitions when deemed economically or strategically advantageous.
The decrease was primarily due to lower supply costs of $12.5 million, lower volumes of $2.1 million, offset by an increase of $1.4 million due to change in the fair value of our retail derivative portfolio used for hedging. 54 Table of Contents Retail gross margin for the Retail Natural Gas Segment for the year ended December 31, 2024 was approximately $47.9 million, an increase of approximately $0.4 million, or 1% from approximately $47.5 million for the year ended December 31, 2023, and 2023 increased approximately $15.4 million or 48% from approximately $32.1 million for the year ended December 31, 2022 as indicated in the table below (in millions). 2024 vs. 2023 2023 vs. 2022 Change in volumes sold $ 1.5 $ (0.8) Change in unit margin per MMBtu (1.1) 16.2 Change in retail natural gas segment retail gross margin $ 0.4 $ 15.4 Natural Gas unit margins decreased in 2024 compared to prior year primarily as a result of the lower natural gas prices in 2024.
The decrease was primarily due to lower supply costs of $14.2 million, decrease of $12.8 million due to change in the fair value of our retail derivative portfolio used for hedging, offset by higher volumes of $2.0 million. 55 Table of Contents Retail gross margin for the Retail Natural Gas Segment for the year ended December 31, 2025 was approximately $60.8 million, an increase of approximately $12.9 million, or 27% from approximately $47.9 million for the year ended December 31, 2024, and 2024 increased approximately $0.4 million or 1% from approximately $47.5 million for the year ended December 31, 2023 as indicated in the table below (in millions). 2025 vs. 2024 2024 vs. 2023 Change in volumes sold $ 28.1 $ 1.5 Change in unit margin per MMBtu (15.2) (1.1) Change in retail natural gas segment retail gross margin $ 12.9 $ 0.4 Natural Gas unit margins decreased in 2025 compared to prior year primarily as a result of the higher natural gas cost in 2025.
Our marketing team continuously evaluates the effectiveness of each customer acquisition channel and makes adjustments in order to achieve desired targets. 42 Table of Contents During the year ended December 31, 2024, we added approximately 127,000 RCEs through our various organic sales channels.
Our marketing team continuously evaluates the effectiveness of each customer acquisition channel and makes adjustments in order to achieve desired targets. 44 Table of Contents During the year ended December 31, 2025, we added approximately 188,400 RCEs through our various organic sales channels.
As of December 31, 2024, we operated in 102 utility service territories across 20 states and the District of Columbia. Our business consists of two operating segments: • Retail Electricity Segment .
As of December 31, 2025, we operated in 106 utility service territories across 21 states and the District of Columbia. Our business consists of two operating segments: • Retail Electricity Segment .
Retail gross margin for the Retail Electricity Segment for the year ended December 31, 2024 was approximately $93.7 million, an increase of approximately $6.1 million, or 7%, as compared to the year ended December 31, 2023, and 2023 increased approximately $4.8 million or 6% as compared to December 31, 2022 as indicated in the table below (in millions). 2024 vs. 2023 2023 vs. 2022 Change in volumes sold $ 1.2 $ (14.2) Change in unit margin per MWh 4.9 19.0 Change in retail electricity segment retail gross margin $ 6.1 $ 4.8 Electricity unit margin improved in 2024 compared to prior year as a result of lower electricity cost resulting in higher unit margin per MWh sold.
Retail gross margin for the Retail Electricity Segment for the year ended December 31, 2025 was approximately $88.9 million, an decrease of approximately $4.8 million, or 5%, as compared to the year ended December 31, 2024, and 2024 increased approximately $6.1 million or 7% as compared to December 31, 2023 as indicated in the table below (in millions). 2025 vs. 2024 2024 vs. 2023 Change in volumes sold $ 2.8 $ 1.2 Change in unit margin per MWh (7.6) 4.9 Change in retail electricity segment retail gross margin $ (4.8) $ 6.1 Electricity unit margin decreased in 2025 compared to prior year as a result of higher electricity cost resulting in lower unit margin per MWh sold.
However, due to the revolving nature of the facility, excess cash available is generally used to reduce the balance outstanding, which at December 31, 2024 was $131.6 million, including $25.6 million of outstanding letters of credit. The current variable interest rate on the facility at December 31, 2024 was 7.59%.
However, due to the revolving nature of the facility, excess cash available is generally used to reduce the balance outstanding, which at December 31, 2025 was $156.7 million, including $36.7 million of outstanding letters of credit. The current variable interest rate on the facility at December 31, 2025 was 6.95%.
Analysis of the impact of changes in prices and volumes between the years ended December 31, 2024, 2023, and 2022 are as follows: 2024 vs. 2023 2023 vs. 2022 Change in electricity volumes sold $ 3.2 $ (46.4) Change in natural gas volumes sold 2.0 (2.1) Change in electricity unit cost per MWh (37.5) 17.3 Change in electricity unit cost per MWh - winter storm Uri — 9.6 Change in natural gas unit cost per MMBtu (14.2) (12.5) Change in value of retail derivative portfolio (33.3) (13.8) Change in other costs (0.1) 1.5 Change in retail cost of revenues $ (79.9) $ (46.4) General and Administrative Expense .
Analysis of the impact of changes in prices and volumes between the years ended December 31, 2025, 2024, and 2023 are as follows: 2025 vs. 2024 2024 vs. 2023 Change in electricity volumes sold $ 6.2 $ 3.2 Change in natural gas volumes sold 30.2 2.0 Change in electricity unit cost per MWh 11.6 (37.5) Change in natural gas unit cost per MMBtu 11.6 (14.2) Change in value of retail derivative portfolio 32.8 (33.3) Change in other costs (1.4) (0.1) Change in retail cost of revenues $ 91.0 $ (79.9) General and Administrative Expense .
As an indicator of our retail energy business’s operating performance, Retail Gross Margin should not be considered an alternative to, or more meaningful than, gross profit, its most directly comparable financial measure calculated and presented in accordance with GAAP. We believe retail gross margin provides information useful to investors as an indicator of our retail energy business's operating performance.
As an indicator of our retail energy business’s operating performance, Retail Gross Margin should not be considered 49 Table of Contents an alternative to, or more meaningful than, gross profit, its most directly comparable financial measure calculated and presented in accordance with GAAP.
This decrease was primarily due to lower electricity volumes sold as a result of a smaller electricity customer book during 2023 as compared to 2022 offset by an increase in electricity unit revenue per MWh. 50 Table of Contents Analysis of the impact of changes in prices and volumes between the years ended December 31, 2024, 2023 and 2022 are as follows: 2024 vs. 2023 2023 vs. 2022 Change in electricity volumes sold $ 4.4 $ (60.6) Change in natural gas volumes sold 3.5 (2.9) Change in electricity unit revenue per MWh (32.6) 36.3 Change in natural gas unit revenue per MMBtu (15.3) 3.7 Change in net asset optimization (expense) revenue 5.0 (5.0) Change in other revenue (1.3) 3.2 Change in total revenues $ (36.3) $ (25.3) Retail Cost of Revenues .
This decrease was primarily due to lower electricity and gas unit revenue as a result of decreased electricity and gas rates, partially offset by higher electricity and gas volumes sold as a result of a larger electricity and gas customer book during 2024 as compared to 2023. 51 Table of Contents Analysis of the impact of changes in prices and volumes between the years ended December 31, 2025, 2024 and 2023 are as follows: 2025 vs. 2024 2024 vs. 2023 Change in electricity volumes sold $ 9.0 $ 4.4 Change in natural gas volumes sold 58.4 3.5 Change in electricity unit revenue per MWh 4.0 (32.6) Change in natural gas unit revenue per MMBtu (3.7) (15.3) Change in net asset optimization expense (1.4) 5.0 Change in other revenue (1.7) (1.3) Change in total revenues $ 64.6 $ (36.3) Retail Cost of Revenues .
Total retail cost of revenues for the year ended December 31, 2024 was approximately $230.8 million, a decrease of approximately $79.9 million, or 26%, from approximately $310.7 million for the year ended December 31, 2023.
Total retail cost of revenues for the year ended December 31, 2024 decreased approximately $79.9 million, or 26%, from approximately $310.7 million for the year ended December 31, 2023.
These measures for the three years ended December 31, 2024 were as follows: Year Ended December 31, (in thousands) 2024 2023 2022 Adjusted EBITDA (1)(2) $ 58,581 $ 56,855 $ 51,793 Retail Gross Margin (3) $ 141,996 $ 136,650 $ 114,815 (1) Adjusted EBITDA for the year ended December 31, 2024 and December 31, 2023 includes $2.4 million and 0.8 million add back related to merger agreement expense, respectively.
These measures for the three years ended December 31, 2025 were as follows: Year Ended December 31, (in thousands) 2025 2024 2023 Adjusted EBITDA (1) $ 72,308 $ 58,581 $ 56,855 Retail Gross Margin (1) $ 149,769 $ 141,996 $ 136,650 (1) Adjusted EBITDA for the year ended December 31, 2025, 2024 and 2023 includes an add back of $0.1 million, $2.4 million and 0.8 million, respectively, related to merger agreement expense.
Depreciation and amortization expense for the year ended December 31, 2024 was approximately $9.4 million, an increase of approximately $0.3 million, or 4%, from approximately $9.1 million for the year ended December 31, 2023. This increase was primarily due to the increased amortization expense associated with customer relationship intangibles that were acquired in 2024 .
This increase was primarily due to higher amortization expense associated with customer relationship intangibles as result of customer book purchases in 2025. Depreciation and amortization expense for the year ended December 31, 2024 increased approximately $0.3 million, or 4%, from approximately $9.1 million for the year ended December 31, 2023.
(In thousands) Retail Electricity Retail Natural Gas Total % Net Annual Increase (Decrease) December 31, 2021 298 110 408 2% Additions 40 46 86 Attrition (137) (26) (163) December 31, 2022 201 130 331 (19)% Additions 118 22 140 Attrition (102) (34) (136) December 31, 2023 217 118 335 1% Additions 129 80 209 Attrition (114) (42) (156) December 31, 2024 232 156 388 16% Customer attrition occurs primarily as a result of: (i) customer initiated switches; (ii) residential moves (iii) disconnection resulting from customer payment defaults and (iv) pro-active non-renewal of contracts.
(In thousands) Retail Electricity Retail Natural Gas Total % Net Annual Increase (Decrease) December 31, 2022 201 130 331 Additions 118 22 140 Attrition (102) (34) (136) December 31, 2023 217 118 335 1% Additions 129 80 209 Attrition (114) (42) (156) December 31, 2024 232 156 388 16% Additions 143 92 235 Attrition (150) (52) (202) December 31, 2025 225 196 421 26% Customer attrition occurs primarily as a result of: (i) customer initiated switches; (ii) residential moves (iii) disconnection resulting from customer payment defaults and (iv) pro-active non-renewal of contracts.
Unit margins improved in 2023 compared to prior year as a result of higher electricity prices resulting and higher unit margin per MWh sold. The volumes of electricity sold increased from 2,008,947 MWh for the year ended December 31, 2023 to 2,035,597 MWh for the year ended December 31, 2024.
Unit margins improved in 2024 compared to prior year as a result of lower electricity cost resulting in higher unit margin per MWh sold. The volumes of electricity sold increased from 2,035,597 MWh for the year ended December 31, 2024 to 2,096,670 MWh for the year ended December 31, 2025.
This decrease was primarily due to lower electricity and gas unit revenue as a result of decreased electricity and gas rates, partially offset by higher electricity and gas volumes sold as a result of a larger electricity and gas customer book during 2024 as compared to 2023.
This increase was primarily due to higher gas and electricity volumes sold due to a larger customer book as a result of book purchases and higher electricity unit revenue. This was partially offset by lower natural gas unit revenue and other revenue during 2025 as compared to 2024.
Customer acquisition cost for the year ended December 31, 2024 was approximately $9.5 million, an increase of approximately $2.8 million, or 41%, from approximately $6.7 million for the year ended December 31, 2023. This increase was primarily due to increased sales activity in 2024 as compared to 2023.
Customer acquisition cost for the year ended December 31, 2025 was approximately $10.4 million, an increase of approximately $0.9 million, or 10%, from approximately $9.5 million for the year ended December 31, 2024. This increase was primarily due to increased sales activity in 2025 as compared to 2024.
Cash Flows Our cash flows were as follows for the respective periods (in thousands): Year Ended December 31, 2024 2023 2022 Net cash provided by operating activities $ 50,484 $ 49,315 $ 16,207 Net cash used in by investing activities $ (4,727) $ (1,435) $ (6,871) Net cash used in financing activities $ (18,093) $ (40,636) $ (49,305) Cash Flows Provided by Operating Activities .
Cash Flows Our cash flows were as follows for the respective periods (in thousands): Year Ended December 31, 2025 2024 2023 Net cash provided by operating activities $ 42,097 $ 50,484 $ 49,315 Net cash used in by investing activities $ (17,581) $ (4,727) $ (1,435) Net cash used in financing activities $ (51,894) $ (18,093) $ (40,636) Cash Flows Provided by Operating Activities .
Liquidity Position The following table details our available liquidity as of December 31, 2024: December 31, ($ in thousands) 2024 Cash and cash equivalents $ 53,150 Senior Credit Facility Availability (1) 73,379 Subordinated Debt Facility Availability (2) 25,000 Total Liquidity $ 151,529 (1) Reflects amount of Letters of Credit that could be issued based on existing covenants as of December 31, 2024.
Liquidity Position The following table details our available liquidity as of December 31, 2025: December 31, ($ in thousands) 2025 Cash and cash equivalents $ 41,760 Senior Credit Facility Availability (1) 66,524 Subordinated Debt Facility Availability (2) 25,000 Total Liquidity $ 133,284 (1) Reflects amount of Letters of Credit that could be issued based on existing covenants as of December 31, 2025.
Retail Natural Gas Segment Total revenues for the Retail Natural Gas Segment for the year ended December 31, 2024 were approximately $99.1 million, a decrease of approximately $11.8 million, or 11%, from approximately $110.9 million for the year ended December 31, 2023.
Total revenues for the Retail Natural Gas Segment for the year ended December 31, 2024 decreased by approximately $11.8 million, or 11%, from approximately $110.9 million for the year ended December 31, 2023.
This increase was primarily due to a larger customer book in 2024 compared to 2023. The volumes of natural gas sold decreased from 11,558,952 MMBtu for the year ended December 31, 2022 to 11,252,862 MMBtu for the year ended December 31, 2023. This decrease was primarily due to a smaller customer book in 2023 compared to 2022.
This increase was primarily due to a larger customer book purchases in 2025 compared to 2024. The volumes of natural gas sold increased from 11,252,862 MMBtu for the year ended December 31, 2023 to 11,603,745 MMBtu for the year ended December 31, 2024. This increase was primarily due to a larger customer book in 2024 compared to 2023.
Total Revenues. Total revenues for the year ended December 31, 2024 were approximately $398.9 million, a decrease of approximately $36.3 million, or 8%, from approximately $435.2 million for the year ended December 31, 2023.
Total revenues for the year ended December 31, 2024 decreased approximately $36.3 million, or 8%, from approximately $435.2 million for the year ended December 31, 2023.
Year Ended December 31, (in thousands) 2024 2023 2022 Reconciliation of Adjusted EBITDA to net cash provided by operating activities: Net cash provided by operating activities $ 50,484 $ 49,315 $ 16,207 Amortization of deferred financing costs (852) (825) (1,125) Bad debt expense (2,469) (3,442) (6,865) Interest expense 6,943 9,334 7,204 Income tax expense 16,259 11,142 6,483 Non-recurring event - winter storm Uri — — (5,162) Merger agreement expense 2,383 752 — Changes in operating working capital Accounts receivable, prepaids, current assets (734) (17,159) 34,731 Inventory (987) (1,281) 2,423 Accounts payable, accrued liabilities, current liabilities (3,380) 15,206 (884) Other (9,066) (6,187) (1,219) Adjusted EBITDA $ 58,581 $ 56,855 $ 51,793 Cash Flow Data: Cash flows provided by operating activities $ 50,484 $ 49,315 $ 16,207 Cash flows used in investing activities $ (4,727) $ (1,435) $ (6,871) Cash flows used in financing activities $ (18,093) $ (40,636) $ (49,305) Retail Gross Margin.
Year Ended December 31, (in thousands) 2025 2024 2023 Reconciliation of Adjusted EBITDA to net cash provided by operating activities: Net cash provided by operating activities $ 42,097 $ 50,484 $ 49,315 Amortization of deferred financing costs (792) (852) (825) Bad debt expense (1,308) (2,469) (3,442) Interest expense 7,517 6,943 9,334 Income tax expense 10,523 16,259 11,142 Merger agreement expense 99 2,383 752 Changes in operating working capital Accounts receivable, prepaids, current assets 29,506 (734) (17,159) Inventory 790 (987) (1,281) Accounts payable, accrued liabilities, current liabilities (10,470) (3,380) 15,206 Other (5,654) (9,066) (6,187) Adjusted EBITDA $ 72,308 $ 58,581 $ 56,855 Cash Flow Data: Cash flows provided by operating activities $ 42,097 $ 50,484 $ 49,315 Cash flows used in investing activities $ (17,581) $ (4,727) $ (1,435) Cash flows used in financing activities $ (51,894) $ (18,093) $ (40,636) Retail Gross Margin.
Management compensates for the limitations of Adjusted EBITDA and Retail Gross Margin as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the measures and incorporating these data points into management’s decision-making process. 49 Table of Contents Consolidated Results of Operations (In Thousands) Year Ended December 31, 2024 2023 2022 Revenues: Retail revenues $ 399,418 $ 439,360 $ 462,815 Net asset optimization expense (2,326) (7,326) (2,322) Other revenue 1,776 3,158 — Total Revenues 398,868 435,192 460,493 Operating Expenses: Retail cost of revenues 230,791 310,744 357,096 General and administrative expense 74,453 68,874 61,933 Depreciation and amortization 9,446 9,102 16,703 Total Operating Expenses 314,690 388,720 435,732 Operating income 84,178 46,472 24,761 Other (expense)/income: Interest expense (6,943) (9,334) (7,204) Interest and other income 99 109 129 Total Other (Expenses)/Income (6,844) (9,225) (7,075) Income before income tax expense 77,334 37,247 17,686 Income tax expense 16,259 11,142 6,483 Net income $ 61,075 $ 26,105 $ 11,203 Other Performance Metrics: Adjusted EBITDA (1) (2) $ 58,581 $ 56,855 $ 51,793 Retail Gross Margin (1) (3) $ 141,996 $ 136,650 $ 114,815 Customer Acquisition Costs $ 9,508 $ 6,736 $ 5,870 RCE Attrition 3.9 % 3.4 % 3.8 % Distributions paid to Class B non-controlling unit holders and dividends paid to Class A common shareholders $ (10,664) $ (7,182) $ (26,014) (1) Adjusted EBITDA and Retail Gross Margin are non-GAAP financial measures.
Management compensates for the limitations of Adjusted EBITDA and Retail Gross Margin as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the measures and incorporating these data points into management’s decision-making process. 50 Table of Contents Consolidated Results of Operations (In Thousands) Year Ended December 31, 2025 2024 2023 Revenues: Retail revenues $ 467,175 $ 399,418 $ 439,360 Net asset optimization expense (3,770) (2,326) (7,326) Other revenue 46 1,776 3,158 Total Revenues 463,451 398,868 435,192 Operating Expenses: Retail cost of revenues 321,807 230,791 310,744 General and administrative expense 66,289 74,453 68,874 Depreciation and amortization 21,824 9,446 9,102 Total Operating Expenses 409,920 314,690 388,720 Operating income 53,531 84,178 46,472 Other (expense)/income: Interest expense (7,517) (6,943) (9,334) Interest and other income 92 99 109 Total Other (Expenses)/Income (7,425) (6,844) (9,225) Income before income tax expense 46,106 77,334 37,247 Income tax expense 10,523 16,259 11,142 Net income $ 35,583 $ 61,075 $ 26,105 Other Performance Metrics: Adjusted EBITDA (1) (2) $ 72,308 $ 58,581 $ 56,855 Retail Gross Margin (1) $ 149,769 $ 141,996 $ 136,650 Customer Acquisition Costs $ 10,415 $ 9,508 $ 6,736 RCE Attrition 4.2 % 3.9 % 3.4 % Distributions paid to Class B non-controlling unit holders and dividends paid to Class A common shareholders $ (30,338) $ (10,664) $ (7,182) (1) Adjusted EBITDA and Retail Gross Margin are non-GAAP financial measures.
This increase was primarily due to a larger customer book during 2024. The volumes of electricity sold decreased from 2,433,906 MWh for the year ended December 31, 2022 to 2,008,947 MWh for the year ended December 31, 2023. This decrease was primarily due to a smaller customer book in 2023.
This increase was primarily due to a larger customer book during 2025. The volumes of electricity sold increased from 2,008,947 MWh for the year ended December 31, 2023 to 2,035,597 MWh for the year ended December 31, 2024. This increase was primarily due to a larger customer book during 2024.
Cash flows used in financing activities decreased by $8.7 million for the year ended December 31, 2023.
Cash flows used in financing activities decreased by $22.5 million for the year ended December 31, 2024.
See " — Non-GAAP Performance Measures" for a reconciliation of Adjusted EBITDA and Retail Gross Margin to their most directly comparable GAAP financial measures (2) Adjusted EBITDA for the year ended December 31, 2024 and December 31, 2023 includes $2.4 million and $0.8 million add back related to merger agreement expense, respectively. .(3) Retail Gross Margin for the year ended December 31, 2022 includes a deduction of $9.6 million non-recurring credit related to winter storm Uri add back in 2021.
See " — Non-GAAP Performance Measures" for a reconciliation of Adjusted EBITDA and Retail Gross Margin to their most directly comparable GAAP financial measures. (2) Adjusted EBITDA for the year ended December 31, 2025, 2024 and 2023 includes an add back of $0.1 million, $2.4 million and 0.8 million, respectively, related to merger agreement expense. Total Revenues.
Cash flows used in investing activities increased by $3.3 million for the year ended December 31, 2024. The increase was primarily the result of customer acquisitions during the year ended December 31, 2024. Cash flows used in investing activities decreased by $5.4 million for the year ended December 31, 2023.
Cash flows used in investing activities increased by $12.9 million for the year ended December 31, 2025. The increase was primarily the result of acquisition of customer books during the year ended December 31, 2025. Cash flows used in investing activities increased by $3.3 million for the year ended December 31, 2024.
You should not consider Adjusted EBITDA or Retail Gross Margin in isolation or as a substitute for analysis of our results as reported under GAAP.
Adjusted EBITDA and Retail Gross Margin are not presentations made in accordance with GAAP and have limitations as analytical tools. You should not consider Adjusted EBITDA or Retail Gross Margin in isolation or as a substitute for analysis of our results as reported under GAAP.
Natural Gas unit margins improved in 2023 compared to prior year primarily as a result of the lower natural cost supply costs in 2023. The volumes of natural gas sold increased from 11,252,862 MMBtu for the year ended December 31, 2023 to 11,603,745 MMBtu for the year ended December 31, 2024.
Natural Gas unit margins decreased in 2024 compared to prior year primarily as a result of the lower natural gas prices in 2024. The volumes of natural gas sold increased from 11,603,745 MMBtu for the year ended December 31, 2024 to 18,440,577 MMBtu for the year ended December 31, 2025.
Year Ended December 31, (in thousands) 2024 2023 2022 Reconciliation of Adjusted EBITDA to Net Income: Net income $ 61,075 $ 26,105 $ 11,203 Depreciation and amortization 9,446 9,102 16,703 Interest expense 6,943 9,334 7,204 Income tax expense 16,259 11,142 6,483 EBITDA 93,723 55,683 41,593 Less: Net, (loss) gain on derivative instruments (3,720) (71,493) 17,821 Net, cash settlements on derivative instruments 34,148 66,632 (35,801) Customer acquisition costs 9,508 6,736 5,870 Plus: Non-cash compensation expense 2,411 2,295 3,252 Non-recurring event - winter storm Uri — — (5,162) Merger agreement expense 2,383 752 — Adjusted EBITDA $ 58,581 $ 56,855 $ 51,793 47 Table of Contents The following table presents a reconciliation of Adjusted EBITDA to net cash provided by operating activities for each of the periods indicated.
The following table presents a reconciliation of Adjusted EBITDA to these GAAP measures for each of the periods indicated. 48 Table of Contents Year Ended December 31, (in thousands) 2025 2024 2023 Reconciliation of Adjusted EBITDA to Net Income: Net income $ 35,583 $ 61,075 $ 26,105 Depreciation and amortization 21,824 9,446 9,102 Interest expense 7,517 6,943 9,334 Income tax expense 10,523 16,259 11,142 EBITDA 75,447 93,723 55,683 Less: Net, (loss) on derivative instruments (5,964) (3,720) (71,493) Net, cash settlements on derivative instruments (1,213) 34,148 66,632 Customer acquisition costs 10,415 9,508 6,736 Plus: Non-cash compensation expense — 2,411 2,295 Merger agreement expense 99 2,383 752 Adjusted EBITDA $ 72,308 $ 58,581 $ 56,855 The following table presents a reconciliation of Adjusted EBITDA to net cash provided by operating activities for each of the periods indicated.
Customer attrition for the year ended December 31, 2024 was higher than the year ended December 31, 2023 driven primarily by proactive non-renewals in New York due to regulatory changes, along with increased attrition attributed to the new customer book acquisitions in the fourth quarter. 43 Table of Contents Customer Acquisition Costs Managing customer acquisition costs is a key component of our profitability.
Customer attrition for the year ended December 31, 2025 was higher than the year ended December 31, 2024 primarily due to proactive non-renewals in Maryland due to regulatory changes as well as higher attrition related to new customer book acquisitions. Customer Acquisition Costs 45 Table of Contents Managing customer acquisition costs is a key component of our profitability.
This increase was primarily due to increased sales activity in 2023 as compared to 2022. 52 Table of Contents Operating Segment Results Year Ended December 31, 2024 2023 2022 (in thousands, except volume and per unit operating data) Retail Electricity Segment Total Revenues $ 300,347 $ 328,466 $ 352,750 Retail Cost of Revenues 186,246 240,979 275,701 Less: Net Gains (Losses) on non-trading derivatives, net of cash settlements 20,432 (79) (15,265) Non-recurring event - winter storm Uri — — 9,565 Retail Gross Margin (1) —Electricity $ 93,669 $ 87,566 $ 82,749 Volumes—Electricity (MWhs) 2,035,597 2,008,947 2,433,906 Retail Gross Margin (2) —Electricity per MWh $ 46.02 $ 43.59 $ 34.00 Retail Natural Gas Segment Total Revenues $ 99,071 $ 110,894 $ 110,065 Retail Cost of Revenues 43,231 68,202 81,395 Less: Net Gains (Losses) on non-trading derivatives, net of cash settlements 7,975 (4,797) (3,396) Retail Gross Margin (1) —Gas $ 47,865 $ 47,489 $ 32,066 Volumes—Gas (MMBtus) 11,603,745 11,252,862 11,558,952 Retail Gross Margin (2) —Gas per MMBtu $ 4.12 $ 4.22 $ 2.77 (1) Reflects the Retail Gross Margin attributable to our Retail Electricity Segment or Retail Natural Gas Segment, as applicable.
This increase was primarily due to increased sales activity in 2024 as compared to 2023. 53 Table of Contents Operating Segment Results Year Ended December 31, 2025 2024 2023 (in thousands, except volume and per unit operating data) Retail Electricity Segment Total Revenues $ 313,341 $ 300,347 $ 328,466 Retail Cost of Revenues 228,291 186,246 240,979 Less: Net (losses) gains on non-trading derivatives, net of cash settlements (3,859) 20,432 (79) Retail Gross Margin (1) —Electricity $ 88,909 $ 93,669 $ 87,566 Volumes—Electricity (MWhs) 2,096,670 2,035,597 2,008,947 Retail Gross Margin (2) —Electricity per MWh $ 42.40 $ 46.02 $ 43.59 Retail Natural Gas Segment Total Revenues $ 153,834 $ 99,071 $ 110,894 Retail Cost of Revenues 93,483 43,231 68,202 Less: Net (losses) gains on non-trading derivatives, net of cash settlements (496) 7,975 (4,797) Retail Gross Margin (1) —Gas $ 60,847 $ 47,865 $ 47,489 Volumes—Gas (MMBtus) 18,440,577 11,603,745 11,252,862 Retail Gross Margin (2) —Gas per MMBtu $ 3.30 $ 4.12 $ 4.22 (1) Reflects the Retail Gross Margin attributable to our Retail Electricity Segment or Retail Natural Gas Segment, as applicable.
We expect our customer growth to continue to increase, however, we are unable to predict the ultimate effect of market conditions on our organic sales, financial results, cash flows, and liquidity at this time. We continue to target customer growth and seek to increase our customer growth to more historical levels.
We expect our customer growth to continue to increase, however, we are unable to predict the ultimate effect of market conditions on our organic sales, financial results, cash flows, and liquidity at this time. We also acquire companies and portfolios of customers through both external and affiliated channels.
This decrease was partially offset by higher electricity prices, which resulted in an increase of $36.3 million. 53 Table of Contents Retail cost of revenues for the Retail Electricity Segment for the year ended December 31, 2024 was approximately $186.2 million, a decrease of approximately $54.8 million, or 23%, from approximately $241.0 million for the year ended December 31, 2023.
This decrease was largely due to lower electricity prices, resulting in a decrease of $32.6 million, partially offset by higher volumes sold, which resulted in an increase of $4.4 million. 54 Table of Contents Retail cost of revenues for the Retail Electricity Segment for the year ended December 31, 2025 was approximately $228.3 million, an increase of approximately $42.1 million, or 23%, from approximately $186.2 million for the year ended December 31, 2024.
As of December 31, 2024, we had total commitments of $205.0 million under our Senior Credit Facility, of which $131.6 million was outstanding, including $25.6 million of outstanding letters of credit. 56 Table of Contents For a description of the terms and conditions of our Senior Credit Facility, including descriptions of the interest rate, commitment fee, covenants and terms of default, please see Note 9 "Debt" in the notes to our condensed consolidated financial statements.
For a description of the terms and conditions of our Senior Credit Facility, including descriptions of the interest rate, commitment fee, covenants and terms of default, please see Note 9 "Debt" in the notes to our condensed consolidated financial statements. As of December 31, 2025, we were in compliance with the covenants under our Senior Credit Facility.
General and administrative expense for the year ended December 31, 2024 was approximately $74.5 million, an increase of approximately $5.6 million, or 8%, as compared to $68.9 million for the year ended December 31, 2023.
General and administrative expense for the year ended December 31, 2025 was approximately $66.3 million, a decrease of approximately $8.2 million, or 11%, as compared to $74.5 million for the year ended December 31, 2024.
The following table shows our RCEs by segment as of December 31, 2024, 2023 and 2022: RCEs: December 31, (In thousands) 2024 2023 2022 Retail Electricity 232 217 201 Retail Natural Gas 156 118 130 Total Retail 388 335 331 The following table details our count of RCEs by geographical location as of December 31, 2024: RCEs by Geographic Location: (In thousands) Electricity % of Total Natural Gas % of Total Total % of Total New England 53 23% 13 9% 66 17% Mid-Atlantic 118 51% 52 33% 170 44% Midwest 24 10% 24 15% 48 12% Southwest 37 16% 67 43% 104 27% Total 232 100% 156 100% 388 100% The geographical locations noted above include the following states: • New England - Connecticut, Maine, Massachusetts and New Hampshire; • Mid-Atlantic - Delaware, Maryland (including the District of Columbia), New Jersey, New York, Pennsylvania and Virginia; • Midwest - Illinois, Indiana, Michigan and Ohio; and • Southwest - Arizona, California, Colorado, Florida, Nevada and Texas.
The following table shows our RCEs by segment as of December 31, 2025, 2024 and 2023: RCEs: December 31, (In thousands) 2025 2024 2023 Retail Electricity 225 232 217 Retail Natural Gas 196 156 118 Total Retail 421 388 335 The following table details our count of RCEs by geographical location as of December 31, 2025: RCEs by Geographic Location: (In thousands) Electricity % of Total Natural Gas % of Total Total % of Total New England 46 20% 22 11% 68 16% Mid-Atlantic 120 54% 50 26% 170 40% Midwest 25 11% 33 17% 58 14% Southwest 34 15% 91 46% 125 30% Total 225 100% 196 100% 421 100% The geographical locations noted above include the following states: • New England - Connecticut, Maine, Massachusetts, New Hampshire and Rhode Island; • Mid-Atlantic - Delaware, Maryland (including the District of Columbia), New Jersey, New York, Pennsylvania and Virginia; • Midwest - Illinois, Indiana, Michigan and Ohio; and • Southwest - Arizona, California, Colorado, Florida, Nevada and Texas.
Retail cost of revenues for the Retail Electricity Segment for the year ended December 31, 2023 decreased approximately $34.7 million, or 13%, from approximately $275.7 million for the year ended December 31, 2022.
Retail cost of revenues for the Retail Electricity Segment for the year ended December 31, 2024 decreased approximately $54.8 million, or 23%, from approximately $241.0 million for the year ended December 31, 2023.
In 2024, our continued focus on collection efforts resulted in a decrease in credit loss expense. During the year ended December 31, 2023, we experienced lower credit loss expense versus 2022. We increased sales activities in non-POR markets in 2023 and focused on collection efforts, as a result of which we experienced a decrease in credit loss expense.
In 2025, our continued focus on collection efforts and enhanced credit check requirements resulted in a decrease in credit loss expense. During the year ended December 31, 2024, we experienced lower credit loss expense versus 2023. In 2024, our continued focus on collection efforts resulted in a decrease in credit loss expense.
Customer acquisition cost for the year ended December 31, 2023 increased approximately $0.8 million, or 14% from approximately $5.9 million for the year ended December 31, 2022.
Customer acquisition cost for the year ended December 31, 2024 increased approximately $2.8 million, or 41% from approximately $6.7 million for the year ended December 31, 2023.
During the year ended December 31, 2024, we paid $10.9 million of dividends to holders of our Series A Preferred Stock, and as of December 31, 2024, we had accrued $2.4 million related to dividends to holders of our Series A Preferred Stock, which we paid on January 15, 2025.
During the year ended December 31, 2025, Spark HoldCo distributed $15.2 million in cash to the non-controlling interest holder and 9.9 million to controlling interest holder. 58 Table of Contents During the year ended December 31, 2025, we paid $9.0 million of dividends to holders of our Series A Preferred Stock, and as of December 31, 2025, we had accrued $1.6 million related to dividends to holders of our Series A Preferred Stock, which we paid on January 15, 2026.
Refer to Note 16 “Customer Acquisitions” for further discussion. Our ability to realize returns from acquisitions that are acceptable to us is dependent on our ability to successfully identify, negotiate, finance and integrate acquisitions. RCE Activity The following table shows our RCE activity during the years ended December 31, 2024, 2023 and 2022.
During the year ended December 31, 2025, we added 46,600 RCEs through asset purchase agreements. Refer to Note 15 “Customer Acquisitions” for further discussion. Our ability to realize returns from acquisitions that are acceptable to us is dependent on our ability to successfully identify, negotiate, finance and integrate acquisitions.
The decrease was primarily the result of customer acquisitions during the year ended December 31, 2022 that did not reoccur in 2023. Cash Flows Used in Financing Activities . Cash flows used in financing activities decreased by $22.5 million for the year ended December 31, 2024.
The increase was primarily the result of customer book acquisitions during the year ended December 31, 2024. Cash Flows Used in Financing Activities . Cash flows used in financing activities increased by $33.8 million for the year ended December 31, 2025.
Total revenues for the Retail Electricity Segment for the year ended December 31, 2024 were approximately $300.3 million, a decrease of approximately $28.2 million, or 9%, from approximately $328.5 million for the year ended December 31, 2023.
Total revenues for the Retail Electricity Segment for the year ended December 31, 2025 were approximately $313.3 million, an increase of approximately $13.0 million, or 4%, from approximately $300.3 million for the year ended December 31, 2024.
Capital expenditures for the year ended December 31, 2024 included approximately $1.6 million related to information systems improvements. Dividends and Distributions For the year ended December 31, 2024 , we paid $0.5 million in dividends to holders of our Class A common stock.
Capital expenditures for the year ended December 31, 2025 included approximately $3.0 million related to information systems improvements. Dividends and Distributions In April 2023, we announced that our Board of Directors elected to temporarily suspend the quarterly cash dividend on the Class A common stock.
This increase was primarily attributable to an increase in stock compensation expense and legal fees, both of which were related to the Merger in 2024, and an increase in legal and regulatory expense in 2024 compared to 2023.
General and administrative expense for the year ended December 31, 2024 increased do you approximately $5.6 million, or 8%, as compared to $68.9 million for the year ended December 31, 2023.This increase was primarily attributable to an increase in stock compensation expense and legal fees, both of which were related to the Merger in 2024, and an increase in legal and regulatory expense in 2024 compared to 2023.
Our hedging strategy is based on forecasted customer energy usage, which can vary substantially as a result of weather patterns deviating from historical norms.
Our hedging strategy is based on forecasted customer energy usage, which can vary substantially as a result of weather patterns deviating from historical norms. We are particularly sensitive to this variability in our residential customer segment where energy usage is highly sensitive to weather conditions that impact heating and cooling demand.
As of December 31, 2024, we were in compliance with the covenants under our Senior Credit Facility. Based upon existing covenants as of December 31, 2024, we had availability to borrow up to $73.4 million under the Senior Credit Facility.
Based upon existing covenants as of December 31, 2025, we had availability to borrow up to $66.5 million under the Senior Credit Facility. Maintaining compliance with our covenants under our Senior Credit Facility may impact our ability to pay dividends on our Series A Preferred Stock.
The decrease was primarily due to lower supply costs of $14.2 million, decrease of $12.8 million due to change in the fair value of our retail derivative portfolio used for hedging, offset by higher volumes of $2.0 million.
The increase was primarily due to higher volumes sold, resulting in an increase of $30.2 million due to a larger customer book, higher supply costs of $11.6 million, and a change in the fair value of our retail derivative portfolio used for hedging, which resulted in an increase by $8.5 million.
We also attempt to add additional protection through hedging from time to time to protect us from potential volatility in markets where we have historically experienced higher exposure to extreme weather conditions.
Our risk management policies direct that we hedge substantially all of our forecasted demand, which is typically hedged to long-term normal weather patterns. We also attempt to add additional protection through hedging from time to time to protect us from potential volatility in markets where we have historically experienced higher 46 Table of Contents exposure to extreme weather conditions.
Average monthly attrition rates during 2024, 2023 and 2022 were as follows: Year Ended Quarter Ended December 31 December 31 September 30 June 30 March 31 2022 3.8% 4.2% 4.0% 3.1% 3.7% 2023 3.4% 3.3% 3.1% 3.1% 3.9% 2024 3.9% 4.0% 4.1% 3.4% 3.9% Customer attrition during the year ended December 31, 2023 was lower than the year ended December 31, 2022 due to a decrease in commodity prices across the industry.
Average monthly attrition rates during 2025, 2024 and 2023 were as follows: Year Ended Quarter Ended December 31 December 31 September 30 June 30 March 31 2023 3.4% 3.3% 3.1% 3.1% 3.9% 2024 3.9% 4.0% 4.1% 3.4% 3.9% 2025 4.2% 4.9% 4.0% 3.5% 4.3% Customer attrition during the year ended December 31, 2024 was higher than the year ended December 31, 2023 driven primarily by proactive non-renewals in New York due to regulatory changes, along with increased attrition attributed to the new customer book acquisitions in the fourth quarter.
Total revenues for the Retail Natural Gas Segment for the year ended December 31, 2023 increased by approximately $0.8 million, or 1%, from approximately $110.1 million for the year ended December 31, 2022.
Retail Natural Gas Segment Total revenues for the Retail Natural Gas Segment for the year ended December 31, 2025 were approximately $153.8 million, an increase of approximately $54.7 million, or 55%, from approximately $99.1 million for the year ended December 31, 2024.
This increase was primarily attributable to higher rates, which resulted in an increase in total revenues of $3.7 million, partially offset by a decrease in volumes of $2.9 million.
This increase was primarily attributable to higher volumes sold due to a larger gas customer book as a result of book purchases, resulting in an increase of $58.4 million, offset by a lower natural gas rates which decreased total revenues by $3.7 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeEconomic conditions may affect our customers' ability to pay bills in a timely manner, which could increase customer delinquencies and may lead to an increase in bad debt expense. Our bad debt expense for the year ended December 31, 2024, 2023 and 2022 was approximately 1.3%, 1.7% and 3.0% of non-POR market retail revenues, respectively.
Biggest changeEconomic conditions may affect our customers' ability to pay bills in a timely manner, which could increase customer delinquencies and may lead to an increase in bad debt expense. Our bad debt expense for the year ended December 31, 2025, 2024 and 2023 was approximately 0.5%, 1.3% and 1.7% of non-POR market retail revenues, respectively.
During the same period, we paid these local regulated utilities a weighted average discount of approximately 1.2%, 1.0% and 0.9%, respectively, of total revenues for customer credit risk protection.
During the same period, we paid these local regulated utilities a weighted average discount of approximately 0.2%, 1.2% and 1.0%, respectively, of total revenues for customer credit risk protection.
In certain of the POR markets in which we operate, the utilities limit their collections exposure by retaining the ability to transfer a delinquent account back to us for collection when collections are past due for a specified period. 63 Table of Contents If our collection efforts are unsuccessful, we return the account to the local regulated utility for termination of service.
In certain of the POR markets in which we operate, the utilities limit their collections exposure by retaining the ability to transfer a delinquent account back to us for collection when collections are past due for a specified period. 64 Table of Contents If our collection efforts are unsuccessful, we return the account to the local regulated utility for termination of service.
See “Management's Discussion and Analysis of Financial Condition and Results of Operations—Drivers of Our Business—Customer Credit Risk” for an analysis of our bad debt expense related to non-POR markets during 2024. We are exposed to wholesale counterparty credit risk in our retail and asset optimization activities.
See “Management's Discussion and Analysis of Financial Condition and Results of Operations—Drivers of Our Business—Customer Credit Risk” for an analysis of our bad debt expense related to non-POR markets during 2025. We are exposed to wholesale counterparty credit risk in our retail and asset optimization activities.
The credit worthiness of the remaining exposure with other customers was evaluated with no material allowance recorded at December 31, 2024 and 2023. Interest Rate Risk We are exposed to fluctuations in interest rates under our Senior Credit Facility and our Series A Preferred Stock.
The credit worthiness of the remaining exposure with other customers was evaluated with no material allowance recorded at December 31, 2025 and 2024. Interest Rate Risk We are exposed to fluctuations in interest rates under our Senior Credit Facility and our Series A Preferred Stock.
Our net gain/(loss) on our non-trading derivative instruments, net of cash settlements, was $28.4 million and $(4.9) million for the years ended December 31, 2024 and December 31, 2023, respectively. We have adopted risk management policies to measure and limit market risk associated with our fixed-price portfolio and our hedging activities.
Our net (loss)/gain on our non-trading derivative instruments, net of cash settlements, was $(4.4) million and $28.4 million for the years ended December 31, 2025 and December 31, 2024, respectively. We have adopted risk management policies to measure and limit market risk associated with our fixed-price portfolio and our hedging activities.
We manage this risk at a counterparty level and secure our exposure with collateral or guarantees when needed. At December 31, 2024 and 2023, approximately $4.4 million and $2.1 million of our total exposure of $6.1 million and $2.8 million, respectively, was either with a non-investment grade counterparty or otherwise not secured with collateral or a guarantee.
We manage this risk at a counterparty level and secure our exposure with collateral or guarantees when needed. At December 31, 2025 and 2024, approximately $4.5 million and $4.4 million of our total exposure of $5.8 million and $6.1 million, respectively, was either with a non-investment grade counterparty or otherwise not secured with collateral or a guarantee.
Approximately 60%, 55% and 59% of our retail revenues were derived from territories in which substantially all of our credit risk was with local regulated utility companies as of December 31, 2024, 2023 and 2022, respectively, all of which had investment grade ratings as of such date.
Approximately 61%, 60% and 55% of our retail revenues were derived from territories in which substantially all of our credit risk was with local regulated utility companies as of December 31, 2025, 2024 and 2023, respectively, all of which had investment grade ratings as of such date.
At December 31, 2024, we were co-borrowers under the Senior Credit Facility, under which $106.0 million of variable rate indebtedness was outstanding. Based on the average amount of our variable rate indebtedness outstanding during the year ended December 31, 2024, a 1% percent increase in interest rates would have resulted in additional annual interest expense of approximately $1.1 million.
At December 31, 2025, we were co-borrowers under the Senior Credit Facility, under which $120.0 million of variable rate indebtedness was outstanding. Based on the average amount of our variable rate indebtedness outstanding during the year ended December 31, 2025, a 1% percent increase in interest rates would have resulted in additional annual interest expense of approximately $1.2 million.
An increase of 10% in the forward market prices from their December 31, 2024 levels would have decreased the fair market value of our net non-trading energy portfolio by $1.2 million.
An increase of 10% in the forward market prices from their December 31, 2025 levels would have decreased the fair market value of our net non-trading energy portfolio by $1.0 million.
Likewise, a decrease of 10% in the forward market prices from their December 31, 2024 levels would have increased the fair market value of our non-trading energy derivatives by $1.2 million.
Likewise, a decrease of 10% in the forward market prices from their December 31, 2025 levels would have increased the fair market value of our non-trading energy derivatives by $1.0 million.
During the year ended December 31, 2024, we paid $10.9 million of dividends to holders of our Series A Preferred Stock, and as of December 31, 2024, based on the Series A Preferred Stock outstanding on December 31, 2024, a 1.0% increase in interest rates would have resulted in additional dividends of $0.9 million for the year. 64 Table of Contents
During the year ended December 31, 2025, we paid $9.0 million of dividends to holders of our Series A Preferred Stock, and as of December 31, 2025, based on the Series A Preferred Stock outstanding on December 31, 2025, a 1.0% increase in interest rates would have resulted in additional dividends of $0.8 million for the year. 65 Table of Contents
As of December 31, 2024, our Gas Non-Trading Fixed Price Open Position (hedges net of retail load) was a short position of 446,837 MMBtu. An increase of 10% in the market prices (NYMEX) from their December 31, 2024 levels would have decreased the fair market value of our net non-trading energy portfolio by less than $0.1 million.
As of December 31, 2025, our Gas Non-Trading Fixed Price Open Position (hedges net of retail load) was a short position of 132,692 MMBtu. An increase of 10% in the market prices (NYMEX) from their December 31, 2025 levels would have increased the fair market value of our net non-trading energy portfolio by less than $0.1 million.
Likewise, a decrease of 10% in the market prices (NYMEX) from their December 31, 2024 levels would have increased the fair market value of our non-trading energy derivatives by less than $0.1 million. As of December 31, 2024, our Electricity Non-Trading Fixed Price Open Position (hedges net of retail load) was a short position of 169,553 MWhs.
Likewise, a decrease of 10% in the market prices (NYMEX) from their December 31, 2025 levels would have decreased the fair market value of our non-trading energy derivatives by less than $0.1 million. As of December 31, 2025, our Electricity Non-Trading Fixed Price Open Position (hedges net of retail load) was a short position of 166,378 MWhs.

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