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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT  

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 12, 2023

 

GENIE ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

 

1-35327

(Commission File Number)

 

Delaware   45-2069276

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

 

520 Broad Street

Newark, New Jersey

  07102
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (973) 438-3500

 

Not Applicable

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of each exchange on
which registered
Class B common stock, par value $.01 per share   GNE   New York Stock Exchange
Series 2012-A Preferred stock, par value $.01 per share   GNE PRA   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On January 12, 2023, Genie Energy Ltd. (the “Registrant”) posted the attached release (the “Release”) to the investor relations page of the Registrant’s website (www.genie.com) relating to the Registrant’s forthcoming dividend. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

The Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.

 

Item 8.01 Other Events.

 

The information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

  Document
99.1  

Press Release, dated January 12, 2023.

104   Cover Page Interactive Data File, formatted in Inline XBRL document

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  GENIE ENERGY LTD.
       
  By: /s/ Michael Stein
    Name:  Michael Stein
    Title: Chief Executive Officer

 

January 12, 2023

 

2

 

 

Exhibit Index

 

Exhibit No.

  Document
99.1  

Press Release, dated January 12, 2023.

104   Cover Page Interactive Data File, formatted in Inline XBRL document

 

 

3

 

 

Exhibit 99.1

 

 

 

Genie Energy Declares Fourth Quarter 2022 Preferred Stock Dividend

 

NEWARK NJ (January 12, 2023): The board of directors of Genie Energy Ltd (NYSE: GNE, GNEPRA) has declared a cash dividend of $0.1594 per share of the company’s Series 2012-A Preferred Stock for the fourth quarter of 2022.

 

The dividend will be paid on or about February 15, 2023, to preferred stockholders of record as of the close of business on February 7th.

 

The distribution will be treated as an ordinary dividend for tax purposes.

 

In addition, Genie will redeem 117,647 shares of the outstanding Preferred Stock on February 15, 2023 (the “Redemption Date”) at a price of $8.50 per share (an aggregate of $1 million), together with an amount equal to all dividends accrued and unpaid up to, but not including, the Redemption Date.

 

Following the Redemption Date, Genie will have redeemed approximately 1.5 million shares of its Series 2012-A Preferred Stock in the aggregate. Approximately 866,000 shares will remain outstanding.

 

Genie Energy announces declarations of dividends on its Series 2012-A Preferred Stock (NYSE: GNEPRA) through Form 8-K filings with the Securities and Exchange Commission and press releases posted on the investor relations pages of the Genie Energy website.

 

ABOUT GENIE ENERGY LTD: 

 

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

 

Genie Energy Investor Relations Contact:

 

Brian Siegel IRC, MBA

Senior Managing Director

Hayden IR

(346) 396-8696

brian@haydenir.com

 

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