Private company
Via Renewables, Inc.
Via Renewables, Inc. is an American electric and services combined company based in Houston.2
Last updated Oct 20, 2026.
Overview
- IndustryElectric & Other Services Combined2
- HeadquartersHouston, United States2
- Incorporated inDE4
- Business address12140 Wickchester Lane, Suite 100, Houston, Tx 770794
- Filer categoryNon-accelerated filer4
- Legal formCorporation2
- LEI549300U656GZMTWR1T032
- StatusActive2
- LEI statusLapsed (not renewed)2
- Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States2
- Registered withDivision of Corporations, Department of State, 55056722
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue69¢$321.8M
- Other costs23¢$104.5M
- Interest2¢$7.5M
- Income tax2¢$10.5M
- Profit4¢$19.1M
Out of $463.5M in revenue.3
Where each dollar of operating cash went, fiscal 2025
- Capital spending7¢$3.0M
- Dividends paid24¢$9.9M
- Kept or used elsewhere69¢$29.2M
Out of $42.1M of cash from operations.3
Financial statements
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenue | $1.0B6 | $811.0M7 | $555.5M8 | $397.7M8 | $462.8M8 | $435.2M3 | $398.9M3 | $463.5M3 |
| Cost of revenue | $845.5M6 | $615.2M7 | $344.6M8 | $323.2M9 | $357.1M10 | $310.7M3 | $230.8M3 | $321.8M3 |
| Gross profit | $210.3M8 | $70.3M9 | $103.4M10 | $124.4M3 | $168.1M3 | $141.6M3 | ||
| Operating expenses | $389.1M9 | $435.7M10 | $388.7M3 | $314.7M3 | $409.9M3 | |||
| Operating income | -$3.7M6 | $24.0M7 | $88.8M8 | $4.4M9 | $24.8M10 | $46.5M3 | $84.2M3 | $53.5M3 |
| Interest | $9.4M6 | $8.6M7 | $5.3M8 | $4.9M9 | $7.2M10 | $9.3M3 | $6.9M3 | $7.5M3 |
| Income before tax | -$147.0K9 | $17.7M10 | $37.2M3 | $77.3M3 | $46.1M3 | |||
| Income tax | $2.1M6 | $7.3M7 | $17.9M8 | $5.3M9 | $6.5M10 | $11.1M3 | $16.3M3 | $10.5M3 |
| Net income | -$1.2M6 | $8.4M7 | $27.3M8 | $3.7M9 | $7.6M10 | $15.0M3 | $28.3M3 | $19.1M3 |
| Earnings per share | -$0.696 | $0.037 | $6.838 | -$1.359 | -$0.1510 | $1.363 | $5.483 | $2.703 |
| Earnings per share (diluted) | -$0.696 | $0.027 | $6.758 | -$1.359 | -$0.1510 | $1.363 | $5.483 | $2.703 |
| Shares (weighted, basic) | 3.0M shares9 | 3.2M shares10 | 3.2M shares3 | 3.3M shares3 | 3.7M shares3 | |||
| Shares (weighted, diluted) | 3.0M shares9 | 3.2M shares10 | 3.2M shares3 | 3.3M shares3 | 3.7M shares3 |
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Cash | $41.0M14 | $56.7M6 | $71.7M7 | $68.9M8 | $33.7M9 | $42.6M10 | $53.1M3 | $41.8M3 |
| Receivables | $66.7M8 | $81.5M8 | ||||||
| Inventory | $2.0M8 | $4.4M9 | $3.1M10 | $2.1M3 | $2.9M3 | |||
| Current assets | $292.0M14 | $236.1M6 | $204.9M7 | $196.7M8 | $178.9M9 | $159.0M10 | $203.8M3 | $196.2M3 |
| Property, plant and equipment | $4.3M8 | $4.7M9 | $4.7M10 | $5.2M3 | $6.4M3 | |||
| Goodwill | $120.3M10 | $120.3M3 | $120.3M3 | $120.3M3 | $120.3M3 | |||
| Intangible assets | $17.7M7 | $481.0K9 | $139.0K10 | $3.5M3 | $251.0K3 | |||
| Total assets | $488.7M6 | $423.0M7 | $364.8M8 | $353.8M9 | $330.9M10 | $303.8M3 | $344.9M3 | $331.3M3 |
| Accounts payable | $43.3M8 | $53.3M8 | ||||||
| Current liabilities | $142.0M14 | $142.0M6 | $90.7M7 | $82.8M8 | $92.2M9 | $80.0M10 | $74.7M3 | $77.1M3 |
| Long-term debt | $139.5M14 | $123.0M6 | $100.0M7 | $135.0M8 | $120.0M9 | $97.0M10 | $106.0M3 | $120.0M3 |
| Total liabilities | $307.7M14 | $265.7M6 | $190.9M7 | $217.9M8 | $214.9M9 | $177.1M10 | $180.8M3 | $197.2M3 |
| Retained earnings | $173.0K8 | $2.1M9 | $9.0M10 | $27.0M3 | $27.1M3 | |||
| Shareholders’ equity | $45.8M14 | $51.2M6 | $62.9M8 | $51.7M8 | $42.6M9 | $46.6M10 | $66.7M3 | $67.7M3 |
| Fiscal year | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Cash from operations | $59.8M6 | $91.7M7 | $91.8M8 | $12.7M9 | $16.2M10 | $49.3M3 | $50.5M3 | $42.1M3 |
| Depreciation and amortization | $21.6M9 | $16.7M10 | $9.1M3 | $9.4M3 | $21.8M3 | |||
| Stock-based compensation | $3.4M9 | $3.3M10 | $2.3M3 | $2.4M3 | $03 | |||
| Capital spending | $1.4M6 | $1.1M7 | $2.2M8 | $2.7M9 | $2.2M10 | $1.4M3 | $1.6M3 | $3.0M3 |
| Free cash flow | $58.3M | $90.6M | $89.7M | $10.0M | $14.1M | $47.9M | $48.9M | $39.1M |
| Cash from investing | -$6.5M9 | -$6.9M10 | -$1.4M3 | -$4.7M3 | -$17.6M3 | |||
| Dividends paid | $9.8M6 | $10.4M7 | $10.6M8 | $11.0M9 | $11.5M10 | $2.9M3 | $03 | $9.9M3 |
| Share buybacks | $06 | $07 | $395.0K8 | $08 | $08 | |||
| Cash from financing | -$2.6M9 | -$49.3M10 | -$40.6M3 | -$18.1M3 | -$51.9M3 | |||
| Dividend per share | $0.7216 | $0.7214 | $0.726 | $3.629 | $3.629 | $0.919 |
Corporate structure
Via Renewables, Inc. sits at the top of its group. 35 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Via Renewables, Inc.
- W. Keith Maxwell Iii. Filed SC 13D/A on Via Renewables, Inc., latest Jun 17, 2024 (3 filings since May 23, 2023)
- RENAISSANCE TECHNOLOGIES LLC Filed SC 13G/A on Via Renewables, Inc., latest Feb 13, 2024 (3 filings since Feb 11, 2022)
- VANGUARD GROUP INC Filed SC 13G on Via Renewables, Inc., latest Feb 13, 2024
- JPMorgan Chase Filed SC 13G/A on Via Renewables, Inc., latest Nov 9, 2021
- Via Renewables, Inc. Houston, Texas, United States
- CenStar Energy Corp. Subsidiary · New York, United States
- CenStar Operating Company, LLC Subsidiary · Texas, United States
- Electricity Maine, LLC Subsidiary · Maine, United States
- Electricity N.H., LLC Subsidiary · Maine, United States
- Hiko Energy, LLC Subsidiary · New York, United States
- Major Energy Electric Services LLC Subsidiary · New York, United States
- Major Energy Services LLC Subsidiary · New York, United States
- Oasis Power Holdings, LLC Subsidiary · Texas, United States
- Oasis Power, LLC Subsidiary · Texas, United States
- Perigee Energy, LLC Subsidiary · Texas, United States
- Provider Power Mass, LLC Subsidiary · Maine, United States
- Respond Power LLC Subsidiary · New York, United States
- Spark Energy Gas, LLC Subsidiary · Texas, United States
- Spark Energy, LLC Subsidiary · Texas, United States
- Spark HoldCo, LLC Subsidiary · Delaware, United States
- Texans Choice Power, LLC Subsidiary · Texas, United States
- Verde Energy Solutions, LLC Subsidiary · Delaware, United States
- Verde Energy USA CA, LLC Subsidiary · Texas, United States
- Verde Energy USA Commodities, LLC Subsidiary · Delaware, United States
- Verde Energy USA Connecticut, LLC Subsidiary · Delaware, United States
- Verde Energy USA DC, LLC Subsidiary · Delaware, United States
- Verde Energy USA Illinois, LLC Subsidiary · Delaware, United States
- Verde Energy USA Maryland, LLC Subsidiary · Delaware, United States
- Verde Energy USA Massachusetts, LLC Subsidiary · Delaware, United States
- Verde Energy USA New Jersey, LLC Subsidiary · Delaware, United States
- and 9 more
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Via Renewables, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $11.1M3 Dec 31, 2025 | $8.2M3 Dec 31, 2024 | +35.1% |
| Accumulated depreciation | $4.6M3 Dec 31, 2025 | $3.0M3 Dec 31, 2024 | +55.9% |
| Property and equipment, net | $6.4M3 Dec 31, 2025 | $5.2M3 Dec 31, 2024 | +23.2% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $41.8M3 Dec 31, 2025 | $53.1M3 Dec 31, 2024 | −21.4% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $120.3M3 Dec 31, 2025 | $120.3M3 Dec 31, 2024 | 0% |
| Intangible assets, net (excluding goodwill) | $251.0K3 Dec 31, 2025 | $3.5M3 Dec 31, 2024 | −92.8% |
| Finite-lived intangibles, net | $8.8M3 Dec 31, 2025 | $13.5M10 Dec 31, 2024 | −34.8% |
Inventory
Leadership
Who has led Via Renewables, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
Chief operating officer
- Chief executive officerW. Keith Maxwell Iii. Mar 16, 2020 to Jun 17, 202417
- Chief executive officerNathan Kroeker Jan 12, 2015 to Dec 18, 201918
- PresidentNathan Kroeker Jan 12, 2015 to Dec 18, 201918
- Chief financial officerMike Barajas Nov 12, 2021 to Jun 17, 202419
- Chief financial officerRobert Lawrence Lane Jun 7, 2016 to May 21, 201920
- Chief financial officerGeorganne Hodges Jul 28, 2014 to May 20, 201621
- Chief operating officerPaul Konikowski Nov 17, 2021 to Jun 17, 202422
- Chief operating officerKevin M. McMinn Mar 24, 2020 to Mar 17, 202123
- Chief operating officerAllison Wall Jul 28, 2014 to Sep 15, 201524
Board members and other officers (13)
- Executive Vice PresidentJason K. Garrett Aug 5, 2015 to Sep 17, 201925
- OfficerGil Melman Jul 28, 2014 to Aug 5, 201426
- OfficerNathan Kroeker Jul 28, 2014 to Dec 15, 201427
- OfficerAllison Wall Aug 5, 2014 to Aug 5, 201428
- OfficerGeorganne Hodges Aug 5, 2014 to Sep 15, 201529
- Board memberAmanda Bush Aug 29, 2019 to Jun 17, 202430
- Board memberNick W. Evans Jr. May 27, 2016 to Jan 13, 202231
- Board memberJohn Eads Jul 28, 2014 to May 27, 201632
- Board memberKenneth Michael Hartwick Jul 28, 2014 to Jun 17, 202433
- Board memberNathan Kroeker Jul 28, 2014 to Dec 18, 201927
- Board memberW. Keith Maxwell Iii. Jul 28, 2014 to Jun 17, 202434
- General counselBarbara Clay Sep 11, 2020 to May 22, 202335
- General counselGil Melman Jan 12, 2015 to Dec 18, 201836
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- CenStar Energy Corp. New York5
- CenStar Operating Company, LLC Texas5
- Electricity Maine, LLC Maine5
- Electricity N.H., LLC Maine5
- Hiko Energy, LLC New York5
- Major Energy Electric Services LLC New York5
- Major Energy Services LLC New York5
- Oasis Power Holdings, LLC Texas5
- Oasis Power, LLC Texas5
- Perigee Energy, LLC Texas5
- Provider Power Mass, LLC Maine5
- Respond Power LLC New York5
- Spark Energy Gas, LLC Texas5
- Spark Energy, LLC Texas5
- Spark HoldCo, LLC Delaware5
- Texans Choice Power, LLC Texas5
- Verde Energy Solutions, LLC Delaware5
- Verde Energy USA CA, LLC Texas5
- Verde Energy USA Commodities, LLC Delaware5
- Verde Energy USA Connecticut, LLC Delaware5
- Verde Energy USA DC, LLC Delaware5
- Verde Energy USA Illinois, LLC Delaware5
- Verde Energy USA Maryland, LLC Delaware5
- Verde Energy USA Massachusetts, LLC Delaware5
All 34 listed subsidiaries
- Verde Energy USA New Jersey, LLC Delaware5
- Verde Energy USA New York, LLC Delaware5
- Verde Energy USA Ohio, LLC Delaware5
- Verde Energy USA Pennsylvania, LLC Delaware5
- Verde Energy USA Texas Holdings, LLC Delaware5
- Verde Energy USA Texas, LLC Texas5
- Verde Energy USA Trading, LLC Delaware5
- Verde Energy USA, Inc. Delaware5
- Via Energy Solutions, LLC Texas5
- Via Wireless, LLC Texas5
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- Spark Energy, Inc.Apr 25, 2014 to Aug 9, 20214
Timeline
- Jun 1, 20268-K Other events37
- May 8, 20268-K Entered a material agreement; Ended a material agreement; New debt or obligation38
- Apr 20, 20268-K Other events39
- Jan 16, 20268-K Other events40
- Dec 5, 20258-K Executive or director change41
- Nov 18, 20258-K Other events42
- Sep 15, 20258-K Other events43
- Jul 16, 20258-K Other events44
- Jun 26, 20258-K Other events45
- May 9, 20258-K Other events46
- Feb 27, 20258-K Other events47
- Jan 16, 20258-K Other events48
- Mar 16, 2020New chief executive W. Keith Maxwell Iii. becomes CEO17
- Jan 12, 2015New chief executive Nathan Kroeker becomes CEO18
Calendar
When it reported results
- May 2, 2024Reported quarterly or annual results49
- Feb 29, 2024Reported quarterly or annual results50
- Nov 2, 2023Reported quarterly or annual results51
- Aug 3, 2023Reported quarterly or annual results52
- May 4, 2023Reported quarterly or annual results53
- Mar 29, 2023Reported quarterly or annual results54
- Mar 16, 2023Reported quarterly or annual results55
- Nov 3, 2022Reported quarterly or annual results56
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
204 filings to the SEC since October 2021: 8 annual reports, 14 quarterly reports, 46 major events, 75 insider forms, 8 large holders, 53 other. The latest 20:
- Jul 1, 202615-12G EDGAR
- Jun 1, 20268-K EDGAR
- May 8, 20268-K EDGAR
- Apr 30, 202610-Q EDGAR
- Apr 27, 202610-K/A EDGAR
- Apr 20, 20268-K EDGAR
- Mar 5, 202610-K EDGAR
- Jan 16, 20268-K EDGAR
- Dec 5, 20258-K EDGAR
- Nov 18, 20258-K EDGAR
- Nov 6, 202510-Q EDGAR
- Sep 15, 20258-K EDGAR
- Jul 31, 202510-Q EDGAR
- Jul 16, 20258-K EDGAR
- Jun 26, 20258-K EDGAR
- Jun 3, 2025SC TO-I/A EDGAR
- May 9, 20258-K EDGAR
- May 1, 202510-Q EDGAR
- Apr 28, 202510-K/A EDGAR
- Mar 6, 202510-K EDGAR
The 204 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
8 open-market trades by officers, directors and large owners since October 2021: 7 buys and 1 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Nov 14, 2022 | Maxwell W Keith IIIChief Executive Officer | Buy | 2,000 | $7.07 | $14.1K | Form 4 |
| Mar 23, 2022 | Maxwell W Keith IIIChief Executive Officer | Buy | 4,000 | $8.06 | $32.2K | Form 4 |
| Mar 14, 2022 | Maxwell W Keith IIIChief Executive Officer | Buy | 1,000 | $9.25 | $9.2K | Form 4 |
| Mar 11, 2022 | Maxwell W Keith IIIChief Executive Officer | Buy | 4,000 | $9.82 | $39.3K | Form 4 |
| Mar 10, 2022 | Maxwell W Keith IIIChief Executive Officer | Buy | 600 | $10.62 | $6.4K | Form 4 |
| Nov 22, 2021 | Maxwell W Keith IIIChief Executive Officer | Buy | 200 | $11.94 | $2.4K | Form 4 |
| Nov 18, 2021 | Maxwell W Keith IIIChief Executive Officer | Buy | 200 | $12.02 | $2.4K | Form 4 |
| Nov 8, 2021 | Clay BarbaraActing General Counsel and Sec | Sale | 7,000 | $11.87 | $83.1K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- W. Keith Maxwell Iii.SC 13D/A, 3 filings May 23, 2023 to Jun 17, 202457
- RENAISSANCE TECHNOLOGIES LLCSC 13G/A, 3 filings Feb 11, 2022 to Feb 13, 202458
- VANGUARD GROUP INCSC 13G, 1 filing Feb 13, 202459
- JPMorgan ChaseSC 13G/A, 1 filing Nov 9, 202160
SEC filer profile
How Via Renewables, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARVia Renewables, Inc.1
- CIK0001606268
- Employer ID (EIN)46-545321561
- Filer statusNon-accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company61
- Incorporated inDelaware61
- Fiscal year endsDecember 311
- Industry code (SIC)4931 Electric & Other Services Combined1
- SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
- Business address12140 Wickchester Lane, Suite 100, Houston, TX 770791
- Phone(713) 600-26001
- Shares outstanding3,792,493 Common Class A shares; 3,530,836 Common Class B shares; 2,094,372 Series A Preferred Stock shares as of Mar 3, 202661
- Public float$0 as of Jun 30, 202562
- AuditorGRANT THORNTON LLP, Houston, Texas PCAOB ID 248; no auditor attestation of internal control over financial reporting61
- On EDGAR sinceApr 25, 20141
- Filings966 in all: 4 (515), 8-K (138), 10-Q (36), SC 13G/A (36), 4/A (28), CORRESP (21), 3 (20), DEFA14A (17)1
All 51 form types
UPLOAD (15), SC 13G (14), 10-K (12), DEF 14A (11), SC 13D/A (10), SC TO-I/A (7), 424B5 (6), EFFECT (6), SC 13E3/A (5), 8-K/A (4), FWP (4), S-1/A (4), S-3 (4), SC TO-I (4), 10-K/A (3), 3/A (3), S-3/A (3), 15-12G (2), 25-NSE (2), 424B3 (2), 424B7 (2), 5 (2), 8-A12B (2), ARS (2), CERTNAS (2), CT ORDER (2), PRER14A (2), PRER14C (2), S-8 (2), S-8 POS (2), SC 13D (2), 144 (1), 424B4 (1), DEF 14C (1), DEFM14A (1), DRS (1), NT 10-K (1), POS AM (1), PRE 14A (1), PRE 14C (1), PREM14A (1), S-1 (1), SC 13E3 (1)
- Latest filingsAnnual report (10-K) Mar 5, 2026
Quarterly report (10-Q) Apr 30, 2026
Proxy statement (DEF 14A) Apr 17, 2023
Latest 8-K (8-K) Jun 1, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| 8.75% Series A Fixed-to-Floating RateCumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share | VIASP | The NASDAQ Global Select Market |
From the cover page of the 10-K filed Mar 5, 2026 (Section 12(b) of the Exchange Act).61
Risk factors and legal proceedings
The risks Via Renewables, Inc. names in Item 1A of its 10-K filed Mar 5, 2026: 48 risks under these headings, as written.61
- Risks Related to Our Business and Our Industry
- We are subject to commodity price risk.
- Our financial results may be adversely impacted by weather conditions and changes in consumer demand.
- Decarbonization policies and the evolving energy transition could reduce demand for certain products, increase costs and require changes to our business model.
- 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 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.
- ESCOs face risks due to increased and rapidly changing regulations and increasing monetary fines by the state regulatory agencies.
- The retail energy business is subject to a high level of federal, state and local regulations, which are subject to change.
- Liability under the TCPA has increased significantly in recent years, and we face risks if we fail to comply.
- We are, and in the future may become, involved in legal and regulatory proceedings and, as a result, may incur substantial costs.
- Our business is dependent on retaining licenses in the markets in which we operate.
- 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.
The other 37 risks
- 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 may not be able to manage our growth successfully.
- Our financial results fluctuate on a seasonal, quarterly and annual basis.
- We may have difficulty retaining our existing customers or obtaining a sufficient number of new customers, due to competition and for other reasons.
- Increased collateral requirements in connection with our supply activities may restrict our liquidity.
- We face risks related to health epidemics, pandemics and other outbreaks.
- We are subject to direct credit risk for certain customers who may fail to pay their bills as they become due.
- We depend on the accuracy of data in our information management systems, which subjects us to risks.
- Cyberattacks and data security breaches could adversely affect our business.
- Evolving cybersecurity disclosure requirements could increase our costs and expose us to liability if we are unable to timely assess and disclose cybersecurity incidents.
- Failure to comply with privacy, data protection and consumer information requirements could expose us to regulatory enforcement, litigation and increased operating costs.
- Our success depends on key members of our management, the loss of whom could disrupt our business operations.
- 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.
- A large portion of our current customers are concentrated in a limited number of states, making us vulnerable to customer concentration risks.
- Increases in state renewable portfolio standards or an increase in the cost of renewable energy credit and carbon offsets may adversely impact the price, availability and marketability of our products.
- 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.
- Our access to marketing channels may be contingent upon the viability of our telemarketing and door-to-door agreements with our vendors.
- Our vendors may expose us to risks.
- Our use of automation, artificial intelligence and third-party tools could expose us to operational, legal, regulatory and reputational risks.
- 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. It could also expose us to the risk of increased interest rates and limit our ability to react to changes in the economy or our industry as well as impact our cash available for distribution.
- Our ability to pay dividends depends on many factors, including the performance of our business, cash flows, RCE counts and the margins we receive, as well as restrictions under our Senior Credit Facility.
- We are a holding company. 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.
- The Series A Preferred Stock is subordinated to our existing and future debt obligations.
- Numerous factors may affect the trading price of the Series A Preferred Stock.
- There may not be an active trading market for Series A Preferred Stock, which may in turn reduce the market value and your ability to transfer or sell your Series A Preferred Stock.
- Mr. Maxwell, our founder, sole common stock shareholder and Chief Executive Officer, holds all the voting power of our common stock, and holders of Series A Preferred Stock have extremely limited voting rights.
- We have engaged in transactions with our affiliates in the past and expect to do so in the future. The terms of such transactions and the resolution of any conflicts that may arise may not always be in our or our stockholders’ best interests.
- Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
- 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.
- 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.
- The Series A Preferred Stock represent perpetual equity interests in us, and investors should not expect us to redeem the Series A Preferred Stock.
- The Series A Preferred Stock is not rated.
- Changes in the method of determining the Three-Month CME Term SOFR, or the replacement of Three-Month CME Term SOFR with an alternative reference rate, may adversely affect interest rates under the floating dividend rate of our Series A Preferred Stock.
- A substantial increase in the Three-Month CME Term SOFR Rate or an alternative rate could negatively impact our ability to pay dividends on the Series A Preferred Stock.
- We may not have sufficient earnings and profits in order for dividends on the Series A Preferred Stock to be treated as dividends for U.S. federal income tax purposes.
- You may be subject to tax if we make or fail to make certain adjustments to the conversion rate of the Series A Preferred Stock even though you do not receive a corresponding cash distribution.
- 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.
Legal proceedings
We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. Management cannot predict the ultimate outcome of such lawsuits and claims. While 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.
The opening of Item 3, Legal Proceedings.61
Sources
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- 26SEC EDGARGil Melman, Officer
- 27SEC EDGARNathan Kroeker, Officer
- 28SEC EDGARAllison Wall, Officer
- 29SEC EDGARGeorganne Hodges, Officer
- 30SEC EDGARAmanda Bush, Board member
- 31SEC EDGARNick W. Evans Jr., Board member
- 32SEC EDGARJohn Eads, Board member
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- 34SEC EDGARW. Keith Maxwell Iii., Board member
- 35SEC EDGARBarbara Clay, General counsel
- 36SEC EDGARGil Melman, General counsel
- 37SEC EDGAROther events
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- 41SEC EDGARExecutive or director change
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