Commitments and Contingencies	3 Months Ended
Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	12. Commitments and Contingencies From time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal Proceedings Below is a summary of our currently pending material legal proceedings. We are subject to lawsuits and claims arising in the ordinary course of our business. The following legal proceedings are in various stages and are subject to substantial uncertainties concerning the outcome of material factual and legal issues. Accordingly, unless otherwise specifically noted, we cannot currently predict the manner and timing of the resolutions of these legal proceedings or estimate a range of possible losses or a minimum loss that could result from an adverse verdict in a potential lawsuit. 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. Consumer Lawsuits Similar to other energy service companies (“ESCOs”) operating in the industry, from time-to-time, the Company is subject to class action lawsuits in various jurisdictions where the Company sells natural gas and electricity. On January 14, 2021, Glikin, et al. v. Major Energy Electric Services, LLC, a purported variable rate class action was filed by a Maryland customer in the United States District Court, Southern District of New York, attempting to represent a class of all Major Energy customers (she being a customer of Entrust, which Major Energy acts as a successor to) who was charged a variable rate for energy by Major Energy. The Company moved this case to the United States District Court for the District of Maryland (Case No. 1:21-cv-03251-MJM) and in December 2023 filed a motion to dismiss the lawsuit. In September 2024, the Court granted the Company’s motion that argued that Glikin had failed to exhaust her administrative remedies and that, if she wishes to proceed, she must first go to the Maryland Public Service Commission (“Maryland PSC”). On November 6, 2024, Glikin filed a complaint with the Maryland PSC. The Company responded to her complaint on February 28, 2025. On May 19, 2025, the PSC dismissed Plaintiff’s claims for failure to state a claim, concluding that the Company’s pricing practices did not violate Maryland law or applicable regulations and that its descriptions of prices as “competitive” did not constitute fraudulent or deceptive conduct. Plaintiff filed a motion to lift the federal court stay on June 16, 2025, which the Court granted on July 21, 2025. The Company filed a renewed motion to dismiss in federal court; the federal court heard oral arguments on October 7, 2025. On March 31, 2026, the Court granted the motion in part and denied it in part, dismissing with prejudice any breach of contract claim based on the Company’s welcome letter, and dismissed without prejudice Plaintiff’s unjust enrichment claim; the Court denied the motion to dismiss as to Plaintiff’s remaining claims for breach of contract based on the underlying Entrust contract’s variable rate pricing terms, as well as for breach of the implied covenant of good faith and fair dealing. The case remains pending and we do not believe it will have a material impact to the Company. On March 24, 2024, SUS Cast Products, Inc., a large commercial customer, filed a case against Spark Energy Gas, LLC (09C01-2403-PL-000007) in Indiana Cass County Circuit Court alleging that Spark improperly billed Indiana Transportation Service (“ITS”) fixed capacity charges under their gas supply agreement regulated under the NIPSCO Choice Program. The Company followed the 2010 Indiana Utility Regulatory Commission order in charging the ITS costs to customer and does not believe this case will have a material impact on the Company. From time-to-time the Company and its operating subsidiaries receive TCPA-based lawsuits, which are without merit as the Company has a robust telemarketing compliance program in place. One case is pending, Clark v. Via Renewables, Inc. (filed January 30, 2024) which we believe will not have a material impact on the Company, and one case has settled for a di minimis amount, Grant v. Via Renewables, Inc. (filed November 15, 2024, settled January 2026). Corporate Matter Lawsuits The Company may from time to time be subject to legal proceedings that arise in the ordinary course of business. Although there can be no assurance in this regard, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition. On July 19, 2024, Joshua Amburgey, a purported stockholder of the Company at the time of the Merger, filed a verified class action complaint in the Delaware Court of Chancery (C.A. No. 2024-0762-KSJM) alleging that the Company’s directors and controlling stockholder breached their fiduciary duties in connection with the Merger. On July 25, 2024, Bruce Taylor, another purported stockholder, filed a related class action (C.A. No. 2024-0794) asserting fiduciary-duty and disclosure claims concerning the proxy statement for the Merger. A prior Section 220 books-and-records action filed by Michael Stutzman (C.A. No. 2024-0545-LM) was subsequently expanded to assert similar claims. The Delaware Court of Chancery has consolidated these actions under the caption In re Via Renewables, Inc. Merger Litigation (C.A. No. 2024-0762-KSJM), and appointed lead counsel and a lead plaintiff. The consolidated action remains pending before Vice Chancellor McCormick. Defendants have filed a motion to dismiss this matter which is pending before the Delaware Chancery Court. Oral arguments on such motion are scheduled for May 2026. Related to this action, on January 15, 2026, Jones Walker, LLP filed an action in Louisiana to recover certain legal fees that have been disputed by the Company. Regulatory Matters Many state regulators have increased scrutiny on retail energy providers, across all industry providers. We are subject to regular regulatory inquiries, license renewal reviews, and preliminary investigations in the ordinary course of our business. Below is a summary of our currently pending material state regulatory matters. The following state regulatory matters are in various stages and are subject to substantial uncertainties concerning the outcome of material factual and legal issues. Accordingly, we cannot currently predict the manner and timing of the resolution of these state regulatory matters or estimate a range of possible losses or a minimum loss that could result from an adverse action. Management does not currently expect that any currently pending state regulatory matters will have a material adverse effect on our financial position or results of operations. Illinois. On July 26, 2023, Spark Energy, LLC received a demand letter from a law firm representing the Office of the Illinois Attorney General alleging that Spark Energy, LLC’s marketing and sales practices may have not been in compliance with Illinois law. The letter offered, in the interest of efficiency and minimizing litigation costs, a settlement demand to resolve the matter. The Company has agreed to engage in mediation with the law firm to try to resolve this matter. The Company met for an all-day mediation in August 2024 and several other virtual settlement discussions. The settlement discussions were unsuccessful, and the Attorney General commenced a lawsuit in Illinois against Spark Energy, LLC and Spark Energy Gas, LCC on January 16, 2025 (“IL AG State Action”). Spark filed a motion to dismiss (“MTD”) the IL AG State Action and simultaneously, proactively filed a federal action raising constitutional issues (“Federal Action”). The IL AG and the Company have exchanged responses regarding the MTD in both cases. All actions are in the early stages, and the parties have resumed settlement negotiations. New York. Verde Energy USA New York, LLC (“Verde New York”) is the subject of a proceeding before the New York State Public Service Commission (the “NYPSC”) captioned “Proceeding on Motion of the Commission to Seek Consequences Against Verde Energy USA New York, LLC for Violations of the Uniform Business Practices,” Case No. 25-E-0763 (the “Proceeding”). On January 26, 2026, the NYPSC issued an Order Instituting Proceeding and to Show Cause (the “Order”). The Order references allegations by the NYPSC staff that Verde New York violated the NYPSC’s Uniform Business Practices (“UBP”), including with respect to customer enrollment practices and the maintenance and/or production of verifiable proof of customer authorization and related enrollment records, and related compliance with staff information requests. The allegations arose in connection with the activities of a third-party marketing agent retained by Verde New York, whose relationship Verde New York terminated in October 2025 upon discovering the conduct at issue. On March 25, 2026, Verde New York filed a preliminary response to the Order, asserting that it took prompt remedial action upon discovering the issues. On April 9, 2026, the New York State Department of Public Service (the “Department”) issued a Notice of Apparent Violation (“NOAV”) to PTM Marketing & Consulting Inc. (“PTM”), a registered Energy Consultant and the third-party marketing agent previously retained by Verde New York, under Matter No. 26-00718. The NOAV alleges that PTM violated the UBP by engaging in misleading or deceptive conduct through in-person marketing activities conducted on behalf of multiple ESCOs, including Verde New York. The Department cited seven customer complaints filed against Verde New York and sixteen complaints filed against another Company. The Proceeding and the NOAV remain pending. The Company cannot predict the outcome of either matter or reasonably estimate the amount or range of potential loss, if any. The NOAV and the underlying complaints could result in additional regulatory scrutiny of Verde New York’s enrollment practices or be cited in the pending Proceeding. An adverse outcome in the Proceeding could result in the revocation of Verde New York’s eligibility to operate as an ESCO in New York, other operational restrictions, monetary consequences, and/or customer remediation obligations. State Legislative and Regulatory Developments From time to time, state legislatures and regulatory commissions propose or adopt new measures that affect the retail energy industry, including changes to licensing, consumer protection, renewable energy content, and market access. The Company actively monitors these developments and participates, either directly or through industry trade associations, in stakeholder discussions to ensure that its perspective and the broader industry position are represented. The Company also attends public meetings and technical sessions to stay informed of emerging policy directions and to provide constructive input on behalf of retail suppliers. For example, in Maryland, Senate Bill 1, which took effect December 31, 2024, placed new restrictions on how retail suppliers can operate. Under the new law, suppliers are required to send separate bills, adhere to price caps tied to a trailing twelve-month average of standard offer service rates, license sales agents who may not earn commissions, eliminate automatic renewals, and limit contracts to one year. Since the law took effect, no retail suppliers have been actively offering residential supply contracts in the state, resulting in the effective closure of the residential competitive market. However, in the 2026 legislative session, the Maryland General Assembly advanced the Utility RELIEF Act, a sweeping energy package that, among other provisions, aims to bring energy suppliers back into Maryland’s marketplace to compete with the utilities by offering them additional flexibility over current law, including the ability to enter into three-year contracts with customers and charge up to 110% of the standard offer service rate. The House and Senate reached a deal on the legislation on April 8, 2026, and it must be sent to Governor Wes Moore for his signature before the session concludes on April 13. The Company views these developments as potentially favorable for the resumption of competitive retail supply activity in Maryland, though the ultimate impact will depend on the final terms of the enacted legislation and subsequent regulatory implementation. In Massachusetts, the House of Representatives passed H.5151, a broad energy affordability bill, on February 26, 2026. The bill passed the House 128–27 and now goes to the Senate for consideration. Among its provisions, the legislation includes a provision to give municipalities the option to ban third-party competitive energy suppliers, marketers, or brokers from renewing or executing new contracts in their city or town. The municipal opt-out provision was a compromise that avoided an all-out ban on competitive suppliers while preserving local choice. Municipal aggregation programs would not be impacted by the provision. The bill also includes reforms to automatic renewal practices, third-party verification requirements for in-person and telephonic residential sales, reforms to the purchase of receivables system, protections for low-income customers, restrictions on contract exit fees, and measures to address greenwashing. Consumer advocates and the Attorney General’s office have pointed to over $650 million in excess payments by competitive supply customers compared to basic service rates since 2018 as justification for the reforms. The bill remains subject to Senate action and conference committee reconciliation, and its final form is not yet determined. The Company is actively engaged in monitoring and advocating its position as this legislation progresses. The Company believes that ongoing engagement and transparency with state policymakers and regulators are essential to maintaining a stable and predictable regulatory environment and mitigating potential risks to its operations. There can be no assurance that legislative or regulatory outcomes in Maryland, Massachusetts, or other states will be favorable to the Company’s business model, and adverse developments could materially affect the Company’s ability to operate, acquire new customers, or retain existing customers in those jurisdictions. Indirect Tax Audits As of the date of filing these condensed consolidated financial statements, we are not subject to any indirect tax audits and have not identified any matters that would give rise to additional indirect tax liabilities. As of March 31, 2026 and December 31, 2025, we had accrued $8.5 million and $10.5 million, respectively, related to litigation and regulatory matters. No accruals related to indirect tax audits were recorded as of March 31, 2026 and December 31, 2025, respectively. The accrual for litigation and regulatory matters, and indirect tax audits is recorded in accrued liabilities on the balance sheet. The outcome of each of these may result in additional expense.

Below is a summary of our currently pending material legal proceedings. We are subject to lawsuits and claims arising in the ordinary course of our business. The following legal proceedings are in various stages and are subject to substantial uncertainties concerning the outcome of material factual and legal issues. Accordingly, unless otherwise specifically noted, we cannot currently predict the manner and timing of the resolutions of these legal proceedings or estimate a range of possible losses or a minimum loss that could result from an adverse verdict in a potential lawsuit. 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.

On January 14, 2021, Glikin, et al. v. Major Energy Electric Services, LLC, a purported variable rate class action was filed by a Maryland customer in the United States District Court, Southern District of New York, attempting to represent a class of all Major Energy customers (she being a customer of Entrust, which Major Energy acts as a successor to) who was charged a variable rate for energy by Major Energy. The Company moved this case to the United States District Court for the District of Maryland (Case No. 1:21-cv-03251-MJM) and in December 2023 filed a motion to dismiss the lawsuit. In September 2024, the Court granted the Company’s motion that argued that Glikin had failed to exhaust her administrative remedies and that, if she wishes to proceed, she must first go to the Maryland Public Service Commission (“Maryland PSC”). On November 6, 2024, Glikin filed a complaint with the Maryland PSC. The Company responded to her complaint on February 28, 2025. On May 19, 2025, the PSC dismissed Plaintiff’s claims for failure to state a claim, concluding that the Company’s pricing practices did not violate Maryland law or applicable regulations and that its descriptions of prices as “competitive” did not constitute fraudulent or deceptive conduct. Plaintiff filed a motion to lift the federal court stay on June 16, 2025, which the Court granted on July 21, 2025. The Company filed a renewed motion to dismiss in federal court; the federal court heard oral arguments on October 7, 2025. On March 31, 2026, the Court granted the motion in part and denied it in part, dismissing with prejudice any breach of contract claim based on the Company’s welcome letter, and dismissed without prejudice Plaintiff’s unjust enrichment claim; the Court denied the motion to dismiss as to Plaintiff’s remaining claims for breach of contract based on the underlying Entrust contract’s variable rate pricing terms, as well as for breach of the implied covenant of good faith and fair dealing. The case remains pending and we do not believe it will have a material impact to the Company.

On July 19, 2024, Joshua Amburgey, a purported stockholder of the Company at the time of the Merger, filed a verified class action complaint in the Delaware Court of Chancery (C.A. No. 2024-0762-KSJM) alleging that the Company’s directors and controlling stockholder breached their fiduciary duties in connection with the Merger. On July 25, 2024, Bruce Taylor, another purported stockholder, filed a related class action (C.A. No. 2024-0794) asserting fiduciary-duty and disclosure claims concerning the proxy statement for the Merger. A prior Section 220 books-and-records action filed by Michael Stutzman (C.A. No. 2024-0545-LM) was subsequently expanded to assert similar claims.

The Delaware Court of Chancery has consolidated these actions under the caption In re Via Renewables, Inc. Merger Litigation (C.A. No. 2024-0762-KSJM), and appointed lead counsel and a lead plaintiff. The consolidated action remains pending before Vice Chancellor McCormick. Defendants have filed a motion to dismiss this matter which is pending before the Delaware Chancery Court. Oral arguments on such motion are scheduled for May 2026. Related to this action, on January 15, 2026, Jones Walker, LLP filed an action in Louisiana to recover certain legal fees that have been disputed by the Company.

Many state regulators have increased scrutiny on retail energy providers, across all industry providers. We are subject to regular regulatory inquiries, license renewal reviews, and preliminary investigations in the ordinary course of our business. Below is a summary of our currently pending material state regulatory matters. The following state regulatory matters are in various stages and are subject to substantial uncertainties concerning the outcome of material factual and legal issues. Accordingly, we cannot currently predict the manner and timing of the resolution of these state regulatory matters or estimate a range of possible losses or a minimum loss that could result from an adverse action. Management does not currently expect that any currently pending state regulatory matters will have a material adverse effect on our financial position or results of operations.

Illinois. On July 26, 2023, Spark Energy, LLC received a demand letter from a law firm representing the Office of the Illinois Attorney General alleging that Spark Energy, LLC’s marketing and sales practices may have not been in compliance with Illinois law. The letter offered, in the interest of efficiency and minimizing litigation costs, a settlement demand to resolve the matter. The Company has agreed to engage in mediation with the law firm to try to resolve this matter. The Company met for an all-day mediation in August 2024 and several other virtual settlement discussions. The settlement discussions were unsuccessful, and the Attorney General commenced a lawsuit in Illinois against Spark Energy, LLC and Spark Energy Gas, LCC on January 16, 2025 (“IL AG State Action”). Spark filed a motion to dismiss (“MTD”) the IL AG State Action and simultaneously, proactively filed a federal action raising constitutional issues (“Federal Action”). The IL AG and the Company have exchanged responses regarding the MTD in both cases. All actions are in the early stages, and the parties have resumed settlement negotiations.

New York. Verde Energy USA New York, LLC (“Verde New York”) is the subject of a proceeding before the New York State Public Service Commission (the “NYPSC”) captioned “Proceeding on Motion of the Commission to Seek Consequences Against Verde Energy USA New York, LLC for Violations of the Uniform Business Practices,” Case No. 25-E-0763 (the “Proceeding”). On January 26, 2026, the NYPSC issued an Order Instituting Proceeding and to Show Cause (the “Order”). The Order references allegations by the NYPSC staff that Verde New York violated the NYPSC’s Uniform Business Practices (“UBP”), including with respect to customer enrollment practices and the maintenance and/or production of verifiable proof of customer authorization and related enrollment records, and related compliance with staff information requests. The allegations arose in connection with the activities of a third-party marketing agent retained by Verde New York, whose relationship Verde New York terminated in October 2025 upon discovering the conduct at issue. On March 25, 2026, Verde New York filed a preliminary response to the Order, asserting that it took prompt remedial action upon discovering the issues. On April 9, 2026, the New York State Department of Public Service (the “Department”) issued a Notice of Apparent Violation (“NOAV”) to PTM Marketing & Consulting Inc. (“PTM”), a registered Energy Consultant and the third-party marketing agent previously retained by Verde New York, under Matter No. 26-00718. The NOAV alleges that PTM violated the UBP by engaging in misleading or deceptive conduct through in-person marketing activities conducted on behalf of multiple ESCOs, including Verde New York. The Department cited seven customer complaints filed against Verde New York and sixteen complaints filed against another Company. The Proceeding and the NOAV remain pending. The Company cannot predict the outcome of either matter or reasonably estimate the amount or range of potential loss, if any. The NOAV and the underlying complaints could result in additional regulatory scrutiny of Verde New York’s enrollment practices or be cited in the pending Proceeding. An adverse outcome in the Proceeding could result in the revocation of Verde New York’s eligibility to operate as an ESCO in New York, other operational restrictions, monetary consequences, and/or customer remediation obligations.

From time to time, state legislatures and regulatory commissions propose or adopt new measures that affect the retail energy industry, including changes to licensing, consumer protection, renewable energy content, and market access. The Company actively monitors these developments and participates, either directly or through industry trade associations, in stakeholder discussions to ensure that its perspective and the broader industry position are represented. The Company also attends public meetings and technical sessions to stay informed of emerging policy directions and to provide constructive input on behalf of retail suppliers.

For example, in Maryland, Senate Bill 1, which took effect December 31, 2024, placed new restrictions on how retail suppliers can operate. Under the new law, suppliers are required to send separate bills, adhere to price caps tied to a trailing twelve-month average of standard offer service rates, license sales agents who may not earn commissions, eliminate automatic renewals, and limit contracts to one year. Since the law took effect, no retail suppliers have been actively offering residential supply contracts in the state, resulting in the effective closure of the residential competitive market. However, in the 2026 legislative session, the Maryland General Assembly advanced the Utility RELIEF Act, a sweeping energy package that, among other provisions, aims to bring energy suppliers back into Maryland’s marketplace to compete with the utilities by offering them additional flexibility over current law, including the ability to enter into three-year contracts with customers and charge up to 110% of the standard offer service rate. The House and Senate reached a deal on the legislation on April 8, 2026, and it must be sent to Governor Wes Moore for his signature before the session concludes on April 13. The Company views these developments as potentially favorable for the resumption of competitive retail supply activity in Maryland, though the ultimate impact will depend on the final terms of the enacted legislation and subsequent regulatory implementation.

In Massachusetts, the House of Representatives passed H.5151, a broad energy affordability bill, on February 26, 2026. The bill passed the House 128–27 and now goes to the Senate for consideration. Among its provisions, the legislation includes a provision to give municipalities the option to ban third-party competitive energy suppliers, marketers, or brokers from renewing or executing new contracts in their city or town. The municipal opt-out provision was a compromise that avoided an all-out ban on competitive suppliers while preserving local choice. Municipal aggregation programs would not be impacted by the provision. The bill also includes reforms to

automatic renewal practices, third-party verification requirements for in-person and telephonic residential sales, reforms to the purchase of receivables system, protections for low-income customers, restrictions on contract exit fees, and measures to address greenwashing. Consumer advocates and the Attorney General’s office have pointed to over $650 million in excess payments by competitive supply customers compared to basic service rates since 2018 as justification for the reforms. The bill remains subject to Senate action and conference committee reconciliation, and its final form is not yet determined. The Company is actively engaged in monitoring and advocating its position as this legislation progresses.

The Company believes that ongoing engagement and transparency with state policymakers and regulators are essential to maintaining a stable and predictable regulatory environment and mitigating potential risks to its operations. There can be no assurance that legislative or regulatory outcomes in Maryland, Massachusetts, or other states will be favorable to the Company’s business model, and adverse developments could materially affect the Company’s ability to operate, acquire new customers, or retain existing customers in those jurisdictions.